SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number 333-65417 (TEMPORARY)
NOTIFICATION OF LATE FILING
Check one:
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: DECEMBER 31, 1998
|_| Transition Report on Form 10-K |_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the information relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
________________________________________________________________________________
PART I. REGISTRANT INFORMATION
Full name of registrant: PINNACLE GLOBAL GROUP, INC.
Former name if applicable: TEI, INC.
Address of principal executive office (STREET AND NUMBER): 5599 SAN FELIPE,
SUITE 301
City, State and Zip Code: HOUSTON, TEXAS 77056
PART II. RULE 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X|(a)The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
|X|(b)The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the prescribed due
date; and
|_|(c)The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if necessary.)
Pinnacle Global Group, Inc. (the "Company") is the successor issuer to TEI,
Inc. All of TEI's operations were disposed of during 1995 through 1997, except
the liquid waste operations of its wholly-owned subsidiary, Energy Recovery
Resources, Inc. ("ERRI"). On January 29, 1999, the Company completed the
combination (the "Transactions") with TEI and three Houston based financial
services firms. In connection with the Transactions, the Company's board now
consists of six former board members of TEI and six persons affiliated with the
financial services firms, and the Company's executive management has been
effectively transferred to officers of the financial service firms. In addition,
in March 1999, the Company's new management adopted plans to discontinue the
operations of ERRI. As a result, the Company must restate all of TEI's prior
financial statements to reflect ERRI's operations as discontinued. Accordingly,
in order for the Company's current management and accounting personnel to
obtain, complete and verify the information and disclosure for the Form 10-K,
including restating the prior years financial statements to reflect ERRI's
operations as discontinued, the Company would have to incur unreasonable expense
and effort to file the report within the prescribed time period.
Despite the above, the Company was prepared to file its Form 10-K during the
afternoon of March 31, 1999. However, due to technical difficulties at the
financial printer, the Company was unable to electronically transmit, via EDGAR,
its Form 10-K prior to required filing deadline. By separate letter dated April
1, 1999, the Company has made a written request to the Office of EDGAR Policy
that the Company's Form 10-K be given a filing date of March 31, 1999. This Form
12b-25 is being filed if that request is ultimately denied.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
DONALD R. CAMPBELL (713) 629-5771
(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or such shorter period that the registrant
was required to file such report(s) been filed? If the answer is no, identify
report(s).
|X|Yes |_| No
(3)Is it anticipated that any significant change in results of operations for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X|Yes* |_| No
If so: attach an explanation of the anticipated change, both narratively and
quantitively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. * See attached Exhibit A.
PINNACLE GLOBAL GROUP, INC.
(Name of registrant as specified in its charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: APRIL 1, 1999 By: /s/ DONALD R. CAMPBELL
Donald R. Campbell, Vice Chairman
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EXHIBIT A
There have been significant changes in the results of operations in 1998 when
compared to 1997.
The Board of Directors adopted a plan to discontinue operations of ERRI, a
wholly-owned subsidiary effective December 31, 1998. Accordingly, the operating
results of ERRI have been segregated from continuing operations and reported as
a discontinued operation in the statement of operations. A provision for
estimated loss on disposition, including a write-down of impaired goodwill and
fixed assets was recorded in 1998.
Additionally in 1995, the Company discontinued ESI which was disposed of in
December 1997. In accordance with the terms of the disposition, the Company
remains liable for costs incurred by the purchaser of ESI in excess of amounts
recoverable from customers on contracts. Subsequent to December 31, 1998, the
Company was notified that a major customer of ESI canceled its contracts in
process. As a result, the Company recorded additional losses related to the
disposition of ESI in 1998.
Summary results of operations information is as follows:
In Thousands
1998 1997 1996
-------- -------- --------
Income (loss) from continuing ..... $ 106 $ 3 $ (456)
operations
Discontinued operations ........... (4,077) (2,785) 1,211
------- ------- -------
Net income (loss) ................. $(3,971) $(2,782) $ 755
======= ======= =======
Furthermore, on January 29, 1999, the Company acquired three financial services
firms in a series of transactions accounted for as purchases.
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