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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 13, 2000
Date of Report (Date of earliest event reported)
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PINNACLE GLOBAL GROUP, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-30066 76-0583569
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
5599 SAN FELIPE, SUITE 555
HOUSTON, TEXAS 77056
(Address of principal executive office) (Zip Code)
(713) 993-4610
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 13, 2000, Energy Recovery Resources, Inc. ("ERRI"), a second tier
subsidiary of Pinnacle Global Group, Inc. ("PGG"), disposed of certain of its
assets and liabilities, which consisted principally of property and equipment,
accounts receivable, inventory, and accounts payable to U.S. Filter Recovery
Services (Mid-Atlantic), Inc., ("U.S. Filter"), a non-related third party and a
wholly owned subsidiary of U.S. Filter, Inc. Based in Charlotte North Carolina,
ERRI provides wastewater treatment and waste oil recycling services in the
southeastern United States. PGG has operated ERRI as a discontinued operation
since December 31, 1998.
The disposition was made pursuant to an Asset Purchase Agreement (the
"Agreement"), among ERRI, PGG, U.S. Filter and others dated July 13, 2000. The
terms of the Agreement were determined by arm's length negotiation between PGG
and U.S. Filter.
ERRI disposed of its assets and liabilities for cash consideration of
$3,665,200, subject to post-closing balance sheet adjustments, if any. Of the
total purchase price, $566,520 will be retained by U.S. Filter for one year to
be used to satisfy post-closing purchase price adjustments and indemnification
claims. PGG recorded a loss on disposition of ERRI of $400,000 during the second
quarter of 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
b. Pro Forma Information - Pinnacle Global Group, Inc. and
Subsidiaries
As the assets disposed of are not significant to the
registrant, no pro forma information will be filed along with
this Form 8-K.
c. Exhibits
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EXHIBIT NO. DESCRIPTION
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2.1 Asset Purchase Agreement dated July 13, 2000, among
Energy Recovery Resources, Inc., TEI, Inc., Pinnacle
Global Group, Inc. and U.S. Filter Recovery Services
(Mid-Atlantic), Inc.
99.1 Press Release dated July 20, 2000.
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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.
PINNACLE GLOBAL GROUP, INC.
Date: July 13, 2000 By: /s/ Robert E. Garrison II
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Robert E. Garrison II
President and Chief Executive Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement dated July 13, 2000, among Energy
Recovery Resources, Inc., TEI, Inc., Pinnacle Global Group,
Inc. and U.S. Filter Recovery Services (Mid-Atlantic), Inc.
99.1 Press Release dated July 20, 2000.
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