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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K/A-1
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.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-12130 76-0203752
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
600 N. SHEPHERD, SUITE #303
HOUSTON, TEXAS 77007
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(713) 864-6688
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGES IN CONTROL OF THE REGISTRANT
On April 1, 1999, Robert A. Hammond, Sr., Robert A. Hammond, Jr., Cynthia
Hammond, as trustee of the Joshua Slocum Hammond Trust, and Nick A. Baki each
entered into a separate Stock Purchase Agreement (collectively, the "Stock
Purchase Agreements") with Suntory Water Group, Inc., a Delaware corporation
("Suntory"). Pursuant to the Stock Purchase Agreements, Messrs. Hammond, Sr.,
Hammond, Jr. and Baki and Ms. Hammond, as trustee, sold, in the aggregate
1,887,973 shares of common stock of Great Pines Water Company (the "Company"),
par value $.01 per share (the "Shares"), to Suntory for a purchase price of
$5.87 per Share, or aggregate consideration of $11,082,401.51 in cash, plus
additional consideration (the "Additional Consideration"), if any, which is an
amount per share equal to a portion of the net proceeds, if any, received by the
Company from a trust established to hold and pursue all of the Company's right
and interest in a lawsuit against LiquiBox Corporation (the "LiquiBox Lawsuit"),
which amount shall be payable only if and when any Additional Consideration is
paid to shareholders of the Company.
In addition, contemporaneously with the execution of the Stock Purchase
Agreements, the Company and Suntory entered into a Stock Option Agreement (the
"Stock Option Agreement") pursuant to which the Company granted to Suntory an
irrevocable option (the "Suntory Option") to purchase up to 470,000 Shares at a
purchase price of $5.87 per Share. By the terms of the Stock Option Agreement,
Suntory is not entitled to receive, in respect of any Share it purchases upon
exercise of the Option, any of the proceeds attributable to the LiquiBox Lawsuit
and is obligated to return, and cause any transferee of such Share to return, to
the Company any such proceeds. The Stock Option Agreement also provides that,
in the event additional Shares are issued or otherwise become outstanding, the
number of Shares subject to the Suntory Option will be increased so that the
aggregate number of Shares subject thereto will be 10% of the then issued and
outstanding Shares without giving effect to any Shares subject or issued
pursuant to the Stock Option Agreement.
As a result of the sale by Messrs. Hammond, Sr., Hammond, Jr. and Baki and
Ms. Hammond, as trustee, to Suntory of all of their respective Shares pursuant
to the Stock Purchase Agreements and Suntory's right to acquire Shares pursuant
to the Stock Option Agreement, Suntory beneficially owned, as of April 1, 1999,
2,357,973 Shares, representing approximately 73.0% of the outstanding Shares.
The 1,887,973 Shares acquired by Suntory represented, as of April 1, 1999, 68.4%
of the Shares outstanding.
ITEM 5. OTHER EVENTS
On April 1, 1999, the Company, Suntory and Suntory Acquisition Corp., a
Texas corporation and a wholly owned subsidiary of Suntory, executed a Plan and
Agreement of Merger. See the Press Release dated April 1, 1999 incorporated by
reference as Exhibit 99.1 hereto and the Plan and Agreement of Merger
incorpoated by reference as Exhibit 2.1 hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this report on Form 8-K:
2.1 Agreement and Plan of Merger, dated as of April 1, 1999, among Great
Pines Water Company, Inc., Suntory Water Group, Inc. and Suntory
Acquisition Corp. (Exhibit 1 of the Schedule 13D of Suntory Water
Group, Inc. as filed with the Commission on April 13, 1999 is
incorporated by reference herein).
10.1 Stock Purchase Agreement, dated as of April 1, 1999, between Suntory
Water Group, Inc. and Robert A. Hammond, Sr. (Exhibit 4 of the
Schedule 13D of Suntory Water Group, Inc. as filed with the Commission
on April 13, 1999 is incorporated by reference herein).
10.2 Stock Purchase Agreement, dated as of April 1, 1999, between Suntory
Water Group, Inc. and Robert A. Hammond, Jr. (Exhibit 5 of the
Schedule 13D of Suntory Water Group, Inc. as filed with the Commission
on April 13, 1999 is incorporated by reference herein).
10.3 Stock Purchase Agreement, dated as of April 1, 1999, between Suntory
Water Group, Inc. and Cynthia Hammond, as trustee of the Joshua Slocum
Hammond Trust (Exhibit 6 of the Schedule 13D of Suntory Water Group,
Inc. as filed with the Commission on April 13, 1999 is incorporated by
reference herein).
10.4 Stock Purchase Agreement, dated as of April 1, 1999, between Suntory
Water Group, Inc. and Nick A. Baki (Exhibit 7 of the Schedule 13D of
Suntory Water Group, Inc. as filed with the Commission on April 13,
1999 is incorporated by reference herein).
10.5 Stock Option Agreement, dated as of April 1, 1999, between Suntory
Water Group, Inc. and Great Pines Water Company, Inc. (Exhibit 10 of
the Schedule 13D of Suntory Water Group, Inc. as filed with the
Commission on April 13, 1999 is incorporated by reference herein).
99.1 Press Release dated April 1, 1999 (Exhibit 99.1 of the Company's
Current Report on Form 8-K as filed with the Commission on April 2,
1999 is incorporated by reference herein).
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SIGNATURE
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.
Date: April 14, 1999
GREAT PINES WATER COMPANY, INC.
By: /s/ Kevin F. Vigneaux
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Kevin F. Vigneaux,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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INDEX OF EXHIBITS
Exhibit Number Description
- -------------- -----------
2.1 Agreement and Plan of Merger, dated as of April 1, 1999, among
Great Pines Water Company, Inc., Suntory Water Group, Inc. and
Suntory Acquisition Corp. (Exhibit 1 of the Schedule 13D of
Suntory Water Group, Inc. as filed with the Commission on April
13, 1999 is incorporated by reference herein).
10.1 Stock Purchase Agreement, dated as of April 1, 1999, between
Suntory Water Group, Inc. and Robert A. Hammond, Sr. (Exhibit 4
of the Schedule 13D of Suntory Water Group, Inc. as filed with
the Commission on April 13, 1999 is incorporated by reference
herein).
10.2 Stock Purchase Agreement, dated as of April 1, 1999, between
Suntory Water Group, Inc. and Robert A. Hammond, Jr. (Exhibit 5
of the Schedule 13D of Suntory Water Group, Inc. as filed with
the Commission on April 13, 1999 is incorporated by reference
herein).
10.3 Stock Purchase Agreement, dated as of April 1, 1999, between
Suntory Water Group, Inc. and Cynthia Hammond, as trustee of the
Joshua Slocum Hammond Trust (Exhibit 6 of the Schedule 13D of
Suntory Water Group, Inc. as filed with the Commission on April
13, 1999 is incorporated by reference herein).
10.4 Stock Purchase Agreement, dated as of April 1, 1999, between
Suntory Water Group, Inc. and Nick A. Baki (Exhibit 7 of the
Schedule 13D of Suntory Water Group, Inc. as filed with the
Commission on April 13, 1999 is incorporated by reference
herein).
10.5 Stock Option Agreement, dated as of April 1, 1999, between
Suntory Water Group, Inc. and Great Pines Water Company, Inc.
(Exhibit 10 of the Schedule 13D of Suntory Water Group, Inc. as
filed with the Commission on April 13, 1999 is incorporated by
reference herein).
99.1 Press Release dated April 1, 1999 (Exhibit 99.1 of the Company's
Current Report on Form 8-K as filed with the Commission on April
2, 1999 is incorporated by reference herein).
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