SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): January 29, 1999
PINNACLE GLOBAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
76-0583569
TEXAS (IRS EMPLOYER
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) IDENTIFICATION NO.)
5599 SAN FELIPE, SUITE 1212
HOUSTON, TEXAS 77056
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(713) 629-5771
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 28, 1999, the shareholders of TEI, Inc. ("TEI") approved the
combination of TEI with three financial service companies under a new public
holding company -- Pinnacle Global Group, Inc. ("PGG"). The combination closed
on January 29, 1999 the same day when PGG common shares began trading on the
Nasdaq National Market under the symbol "PING."
In the combination, PGG became the new public holding company with each of
TEI, Harris Webb & Garrison, Inc. ("HWG"), Pinnacle Management & Trust Company
("PMT") and Spires Financial, L.P. ("Spires") becoming wholly owned, directly or
indirectly, by PGG.
In the combination, (1) each TEI common share converted into .25 of a PGG
common share, or a total of 3,562,793 PGG common shares for all outstanding TEI
common shares, (2) each HWG common share converted into about 41.674 PGG common
shares, or a total of 1,187,500 PGG common shares for all outstanding HWG
shares, (3) each PMT common share converted into about 5.871 PGG common shares,
or a total of 1,187,500 PGG common shares for all outstanding PMT common shares,
and (4) Spires direct and indirect ownership interests converted into a total of
1,187,500 PGG common shares. As a result of the combination, the former TEI
shareholders own about 50.02% of the outstanding PGG shares, and the former
owners of HWG, PMT and Spires own about 49.98% of the outstanding PGG shares.
A copy of the press release announcing the closing of the combination is
filed as an exhibit to this Current Report on Form 8-K.
PGG's Registration Statement on Form S-4 (Registration No. 333-65417),
which was declared effective by the Securities and Exchange Commission on
December 31, 1998, set forth detailed information regarding, among others, the
combination, PGG, TEI, HWG, PMT and Spires, the date and manner of the
combination, a description of the assets involved, the nature and amount of
consideration paid by PGG, the method used for determining the amount of such
consideration, the nature of any material relationships among the parties, the
nature of the business of TEI, HWG, PMT and Spires and the intended use of the
assets acquired in the combination.
ITEM 5. OTHER EVENTS.
Under Rule 12g-3 of the General Rules and Regulations of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), shares of common stock of
PGG, as successor issuer to TEI, will be deemed registered for purposes of
Section 12(g) of the Exchange Act.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The required
financial statements have been previously filed in the Proxy
Statement/Prospectus of PGG and TEI dated December 31, 1998, and are
hereby incorporated by reference.
(b) PRO FORMA FINANCIAL INFORMATION. The required pro forma
financial information has been previously filed in the Proxy
Statement/Prospectus of PGG and TEI dated December 31, 1998, and is hereby
incorporated by reference.
(c) EXHIBITS.
EXHIBIT NO. EXHIBIT
----------- -------
2.1 Amended and Restated Agreement and Plan of Organization of
Merger dated October 2, 1998, among TEI, PGG and its
merger subsidiaries, and HWG, PMT and Spires and their
respective direct and indirect shareholders and owners
(incorporated by reference to Appendix A to the Proxy
Statement/Prospectus of PGG and TEI dated December 31,
1998).
2.2 Plan of Merger dated October 2, 1998, among PGG and its
merger subsidiary and TEI (incorporated by reference to
Appendix B to the Proxy Statement/Prospectus of PGG and
TEI dated December 31, 1998).
2.3 Plan of Merger dated October 2, 1998, among PGG and its
merger subsidiary and HWG (incorporated by reference to
Appendix C to the Proxy Statement/Prospectus of PGG and
TEI dated December 31, 1998).
2.4 Plan of Merger dated October 2, 1998, among PGG and its
merger subsidiary and PMT (incorporated by reference to
Appendix D to the Proxy Statement/Prospectus of PGG and
TEI dated December 31, 1998).
99.1 Press Release dated January 28, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED this 1st day of February, 1999.
PINNACLE GLOBAL GROUP, INC.
By: /s/ ROBERT E. GARRISON II
Robert E. Garrison II,
President and
Chief Executive Officer
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EXHIBIT 99.1
January 28, 1999
FOR IMMEDIATE RELEASE
TEI SHAREHOLDERS APPROVE TRANSACTION
Houston, Texas - TEI, Inc. (Nasdaq: "TANK") announced today that its
shareholders have approved the combination of TEI with three financial services
companies under a new public holding company - Pinnacle Global Group, Inc. TEI
said the transaction will close tomorrow, when shares of Pinnacle, the resulting
new company, will begin trading on the Nasdaq National Market under the symbol
"PING."
Joining TEI in the combined enterprise are Harris Webb & Garrison, Inc., a
full service regional investment banking, retail brokerage and financial
services firm serving the southwestern United States, Pinnacle Management &
Trust Company, a state chartered trust company and investment management firm
with over $470 million of assets under management, and Spires Financial, L.P., a
regional investment banking and brokerage services firm specializing in fixed
income securities and whole loan and loan servicing transactions. The primary
assets of TEI, which sold most of its operations over the last three years, are
cash and short-term investments of approximately $29 million. TEI's lone
remaining operating unit treats, recycles and handles wastewater, waste oil and
other non-hazardous wastes for commercial and industrial waste generators.
As a result of the transaction, Pinnacle will have 7,125,293 common shares
outstanding. Just over 50% of Pinnacle's outstanding shares are being issued to
TEI's shareholders in exchange for their TEI shares, and slightly less than 50%,
or 3,562,500 shares, are being issued to the owners of the three financial
services firms. The share exchange ratios used in the combination are
effectively resulting in a one-for-four reverse split of TEI's previously
outstanding shares.
"We expect the trends contributing to the recent growth in the financial
markets to continue," said Titus H. Harris, Jr., Pinnacle's new chairman.
"Combining three respected and well managed financial services firms and giving
them access to TEI's liquid resources should position Pinnacle to capitalize on
those trends," he added.
"The focus of Pinnacle going forward will clearly be financial services,"
said Donald R. Campbell, TEI's current President, in announcing completion of
the deal. "While Pinnacle is continuing its liquid waste business, it remains
unprofitable, and the new Pinnacle board will evaluate alternatives for the
business, including its possible sale," continued Campbell.
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Pinnacle's new board of directors will include six current TEI directors
and six designees of the financial services companies. Donald R. Campbell, Tony
Coelho, W. Blair Waltrip, James H. Greer, T.G. Bogle and T. Craig Benson will
join the board from TEI. The other Pinnacle directors, Peter W. Badger, Sean
Dobson, Robert E. Garrison II, Titus H. Harris, Jr., Stephen M. Reckling and
Richard C. Webb are all associated with one or more of the financial services
companies.
Effective immediately, Titus H. Harris, Jr., current Chief Executive
Officer of Harris Webb & Garrison, Inc., will become Pinnacle's Chairman of the
Board, and Robert E. Garrison II, current Chairman and Chief Executive Officer
of Pinnacle Management & Trust Company, will become its President and Chief
Executive Officer. Donald R. Campbell, TEI's current President, will become
Vice-Chairman of Pinnacle.
Pinnacle believes that strong regional name recognition in the financial
services industry, an experienced management team and the financial strength
resulting from the combination will enable Pinnacle to compete effectively in
the industry. Pinnacle also expects to benefit from cross selling opportunities
among the combining financial service firms.
This press release contains certain forward-looking statements under
federal securities laws, including statements regarding Pinnacle Global Group,
Inc.'s expected future business and prospects. These forward-looking statements
are based upon current expectations and involve certain risks and uncertainties
that could cause actual results to differ materially from any such statement,
including the risks and uncertainties discussed in Pinnacle's and TEI, Inc.'s
Proxy Statement/Prospectus dated December 31, 1998 beginning on Page 14, which
discussion is incorporated herein by reference.
Contact: Joy M. Randall, Manager Investor Relations and Corporate
Development for Pinnacle Global Group, Inc., (713) 993-4610.
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