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UNITED STATES
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) April 1, 1999
Great Pines Water Company, Inc.
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(Exact name of small business issuer as specified in its charter)
Texas 1-12130 76-0203752
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
600 N. Shepherd, Suite #303 Houston, Texas 77007
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 864-6688
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Please see the Registrant's recent press release filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this report on Form 8-K:
99.1 Press Release dated April 1, 1999.
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, thereunto duly authorized.
Great Pines Water Company, Inc.
Date: April 1, 1999 By: Kevin F. Vigneaux
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Kevin F. Vigneaux
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
1
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Exhibit 99.1
Great Pines Water Company, Inc. and Suntory Water Group, Inc.
Announce Merger Agreement
Acquisition Further Positions Suntory as a Leader in the Home and Office Market
HOUSTON, Texas and Marietta, Georgia (April 1, 1999) -- Great Pines Water
Company, Inc. (OTC Bulletin Board: GPWC) and Suntory Water Group, Inc., the
nation's second-largest bottled water company announced today that they have
entered into a definitive merger agreement. Suntory has also acquired a
controlling interest in Great Pines through the purchase of 67% of the company's
stock from its principal shareholders, Robert A. Hammond, Sr., Robert A.
Hammond, Jr., and others.
Under the terms of the merger agreement, each Great Pines shareholder, including
the principal shareholders, will receive $5.87 in cash per share of common
stock. In addition, each shareholder will be entitled to receive a portion of
net after-tax proceeds from Great Pines' pending lawsuit filed by Great Pines.
Such net proceeds, if any, will be distributed to shareholders promptly upon
receipt by Great Pines.
An information packet will be distributed to shareholders shortly. The
transaction is expected to close in 60 to 90 days.
"The acquisition of Great Pines complements the quality and scope of our
existing operations in the home and office market and extends our presence in
Texas to Dallas/Fort Worth," said David Krishock, President and CEO of Suntory
Water Group. "This transaction is in line with our aggressive acquisition
strategy. Since 1996 alone, we have acquired 27 bottled water companies,
including Cloister Spring Water Company and Hinckley & Schmitt, and we now hold
9% of the overall market share in the industry."
"With Suntory, Great Pines' customers will continue to have excellent service,
reliable deliveries, and the highest quality spring water," said Robert A.
Hammond, Jr., President and CEO of Great Pines Water Company. "We are pleased
that our customers will enjoy the benefits of being part of a strong national
company."
Great Pines, incorporated in 1986, processes, bottles and distributes non-
sparkling bottled water, under the "Texas Premium Waters" brand name, to
commercial and residential customers in Houston and Dallas/Fort Worth. Three
different types of water products -- spring water, purified water and drinking
water are available in five gallon bottles, and customers generally lease water
dispensers from the Company.
Suntory Water Group, established in 1985, bottles, sells and distributes water
and related products under five regional names, including Hinckley Springs,
Crystal Springs, Belmont Springs, Kentwood Springs and Sierra Springs. The
company offers single-serve bottles, bulk packages and cooler options to home
and office and retail customers in 38 states and Alberta, Canada.
Contact: Great Pines Water Company, Inc.:
Robert A. Hammond, Jr., President and Chief Executive Officer
(713) 864-6688
Suntory Water Group, Inc.:
Chris Dunn, Vice President Corporate Planning
(770) 933-1400
Golin/Harris International
Allan Jordan/Kim Eppner
(212) 697-9191
