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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) June 18, 1999 (June 4, 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
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(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 5. OTHER EVENTS
On June 4, 1999, Great Pines Water Company, a Texas corporation (the "Company")
was merged (the "Merger") with and into Suntory Acquisition Corp., a Texas
corporation ("Merger Sub") and a wholly owned subsidiary of Suntory Water Group,
a Delaware corporation ("Suntory"), in accordance with the terms of the
Agreement and Plan of Merger, dated April 1, 1999, among the Company, Suntory
and Merger Sub (the "Merger Agreement"). Pursuant to the Merger Agreement, each
outstanding share of common stock of the Company, par value $.01 per share
("Shares"), other than Shares owned by Suntory, Merger Sub, the Company or any
of their respective subsidiaries or held in the Company's treasury and Shares as
to which the holders thereof have exercised their dissenters' rights under Texas
law, were converted into the right to receive $5.87 in cash, without interest,
plus a portion of the net proceeds, if any, received by the Company from a trust
established to hold a lawsuit involving the Company.
A copy of the Registrant's recent press release relating to the Merger is filed
as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this report on Form 8-K:
10.1 Agreement and Plan of Merger, dated April 1, 1999, among the Company,
Suntory and Merger Sub (incorporated by reference to Exhibit 2.1 to the
Company's Current Report on Form 8-K filed April 14, 1999).
99.1 Press Release dated June 7, 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: June 18, 1999 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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Exhibit 99.1
Suntory Water Group, Inc. Completes Acquisition of Great
Pines Water Company, Inc.
Atlanta, GA., and Houston, TX., June 7, 1999 -- Suntory Water Group, Inc., the
nation's second-largest bottled water company announced today that it has
completed its acquisition of Great Pines Water Company, Inc. (OTC Bulletin
Board: GPWC). The transaction, announced in April, reaffirms Suntory's
position as a leader in the rapidly growing home and office market segment.
Under the terms of the merger agreement, each Great Pines shareholder 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.
"The acquisition of Great Pines is in line with our aggressive acquisition
strategy. Since 1996 alone, we have completed 29 acquisitions, and now hold 9%
of the overall market share in the industry," said David Krishock, President and
CEO of Suntory Water Group. "This transaction brings us closer to our goal of
bringing the finest bottled water to all homes and offices by extending our
presence in Texas to the Dallas/Ft. Worth area."
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: Suntory Water Group, Inc.:
Chris Dunn, Vice President Corporate Planning
(770) 933-1400
For more information visit www.water.com on the Internet
Golin/Harris International:
Kim Eppner
(212) 697-9191
