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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
Date of Report: (Date of earliest event reported): January 31, 2000
PINNACLE GLOBAL GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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TEXAS 0-30066 76-0583569
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(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
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5599 SAN FELIPE, SUITE 555
HOUSTON, TEXAS 77056
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(713) 993-4610
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On January 28, 2000, the shareholders of Pinnacle Global Group,,
Inc. ("Pinnacle") approved the issuance of 7,125,220 shares of Pinnacle's
common stock in the merger of Sanders Morris Mundy Inc., a Houston-based
independently owned investment banking firm, with Harris Webb & Garrison,
Pinnacle's wholly owned investment banking subsidiary. The merger was
effective as of 11:59 p.m. January 31, 2000.
In the merger, Sanders Morris Mundy Inc. was the surviving entity,
became a wholly owned subsidiary of Pinnacle, and was renamed "Sanders Morris
Harris Inc." In the merger, each Sanders Morris Mundy common share was
converted into about 117.33 Pinnacle common shares. As a result of the
merger, the former Sanders Morris Mundy shareholders received approximately
50% of Pinnacle's outstanding common shares, with Pinnacle's existing
shareholders retaining the remaining 50% of the outstanding shares.
A copy of the press release announcing the closing of the merger is
filed as an exhibit to this Current Report on Form 8-K.
Pinnacle's Definitive Proxy Statement on Schedule 14A dated and
filed by Pinnacle with the Securities and Exchange Commission on December 6,
1999, and the Supplement to the Definitive Proxy Statement on Schedule 14A
dated and filed by Pinnacle with the Securities and Exchange Commission on
January 12, 2000, set forth detailed information regarding, among other
things, the merger, Pinnacle, Sanders Morris Mundy Inc., the date and manner
of the merger transaction, a description of the assets involved, the nature
and amount of consideration paid by Pinnacle, 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 Pinnacle and Sanders Morris
Mundy Inc., the intended use of the assets acquired in the merger and recent
developments involving both Pinnacle and Sander Morris Mundy Inc.
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
Definitive Proxy Statement on Schedule 14A of Pinnacle dated December
6, 1999, and are hereby incorporated by reference.
(b) PRO FORMA FINANCIAL INFORMATION. The required pro
forma financial information has been previously filed in the Definitive
Proxy Statement on Schedule 14A of Pinnacle dated December 6, 1999, and
is hereby incorporated by reference.
2
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(c) EXHIBITS.
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EXHIBIT NO. EXHIBIT
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2.1 Amended and Restated Agreement and Plan of
Reorganization dated November 12, 1999,
among Pinnacle, Harris Webb & Garrison, Inc.
("HWG"), Sanders Morris Mundy Inc.("SMM"),
and the SMM shareholders (incorporated by
reference to Appendix A to the Definitive
Proxy Statement on Schedule 14A of Pinnacle
dated December 6, 1999).
2.2 Amended and Restated Plan of Merger dated
November 12, 1999, among Pinnacle, HWG and
SMM (incorporated by reference to Appendix B
to the Definitive Proxy Statement on
Schedule 14A of Pinnacle dated December 6,
1999).
23.1 Consent of PricewaterhouseCoopers LLP.
99.1 Press Release dated January 31, 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.
DATED this 4th day of February, 2000.
PINNACLE GLOBAL GROUP, INC.
By: /s/ ROBERT E. GARRISON II
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Robert E. Garrison II,
President and
Chief Executive Officer
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 333-72325) of Pinnacle Global Group, Inc. of our
report dated February 24, 1999 relating to the financial statements of
Sanders Morris Mundy, Inc., which appears in the Pinnacle Global Group Inc.
Proxy Statement dated December 6, 1999. We also consent to the incorporation
by reference of our report in the Current Report on Form 8-K of Pinnacle
Global Group, Inc. dated February 4, 2000.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
February 4, 2000
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EXHIBIT 99.1
Contact: Jean Anne Mire
Investor Relations
(713) 993-4602
PINNACLE GLOBAL GROUP AND SANDERS MORRIS MUNDY
COMPLETE MERGER
Houston, Texas, January 31, 2000 - Pinnacle Global Group, Inc.
(Nasdaq: PING) today announced that it has completed the merger of Harris
Webb & Garrison, Inc., its investment banking subsidiary, with Sanders Morris
Mundy Inc., a privately owned investment bank. The new company will be
known as Sanders Morris Harris Inc., a wholly owned operating subsidiary of
Pinnacle Global Group, Inc. and the largest Texas-based investment bank.
The merger, which was approved at separate meetings of the
shareholders of each company, becomes effective today, January 31, 2000 at
11:59 P.M. Under the merger agreement, Pinnacle Global Group issued
7,125,220 new shares to Sanders Morris Mundy shareholders, increasing the
total number of outstanding common shares to approximately 14.3 million.
Pinnacle will account for the merger as a purchase of Sanders Morris Mundy.
Titus H. Harris, Jr. will remain chairman of the board of Pinnacle
Global Group, and Robert E. Garrison II will continue as president and chief
executive officer. Don A. Sanders, George L. Ball and Ben T. Morris will
join the Pinnacle board of directors. Mr. Sanders, founder of Sanders Morris
Mundy, will serve as vice-chairman of the board, as well as chairman of the
executive committee of Sanders Morris Harris. George L. Ball, currently
chairman of Sanders Morris Mundy, will become chairman of the board of
Sanders Morris Harris and Ben T. Morris, currently president and chief
executive officer of Sanders Morris Mundy, will serve as president and chief
executive officer of Sanders Morris Harris.
Sanders Morris Mundy is a twelve-year old investment banking and
brokerage firm based in Houston, Texas. It manages private equity capital
for clients, is an active investor in private placements, and co-manages
initial public offerings. Sanders Morris Mundy's fourteen person research
department provides equity research on over 150 Southwest-based companies.
Pinnacle Global Group, Inc. is a diversified financial services firm
based in Houston, Texas. It is the public holding company for four financial
services companies, its new Sanders Morris Harris Inc. investment banking
subsidiary, Pinnacle Management & Trust, Spires Financial, L.P. and PGG
Capital. A copy of this press release may be obtained at
www.pinnacleglobalgroup.com.
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PINNACLE GLOBAL GROUP, INC. AND SUBSIDIARIES
SELECTED UNAUDITED PRO FORMA COMBINED INCOME DATA
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YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, 1998 SEPTEMBER 30, 1999
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(IN THOUSANDS, EXCEPT PER SHARE DATA)
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Total revenues $ 61,341 $ 44,101
Income from continuing operations $ 5,836 $ 3,524
Income from continuing operations
per share $ 0.41 $ 0.24
Income from continuing operations, plus
amortization of goodwill $ 7,701 $ 4,923
Income from continuing operation, plus
amortization of goodwill per share $ 0.54 $ 0.34
Weighted average shares-basic and diluted 14,250 14,447
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SELECTED UNAUDITED PRO FORMA BALANCE SHEET DATA
(IN THOUSANDS)
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September 30, 1999
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Cash, cash equivalents and liquid assets (including
securities available for sale, receivables from
broker-dealers and clearing organizations,
deposits with clearing brokers and securities owned) $ 99,203
Total assets 155,840
Total liabilities 56,448
Shareholders' equity 98,717
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