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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____ )*
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THE DWYER GROUP, INC.
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
267455 10 3
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(CUSIP Number)
Ms. Theresa Dwyer, 1010 N. University Parks Drive,
Waco, Texas 76707, (817) 752-2821
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 10, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 267455 10 3 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theresa Dwyer
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF; N/A
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
PURSUANT TO ITEMS 2(d) or 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 3,912,151
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
115,423
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,912,151
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
115,423
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,027,574
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
58.7%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 267455 10 3 Page 3 of 6 Pages
Item 1. Security and Issuer.
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This Schedule 13D (this "Filing") relates to the Common Stock, $0.10 par
value ("Dwyer Common Stock"), and certain voting and other contractual rights
relating thereto, of The Dwyer Group, Inc., a Delaware corporation (the
"Company"), which has its principal executive offices located at 1010 N.
University Parks Drive, Waco, Texas 76707. The purpose of this Filing is to
reflect Theresa Dwyer's beneficial ownership of Dwyer Common Stock following a
distribution by the Estate of Donald J. Dwyer Sr. (the "Estate") of all shares
of Dwyer Common Stock previously held by the Estate. This Filing also reflects
certain gifts and sales of Dwyer Common Stock by Ms. Dwyer to her children and
grandchildren.
Item 2. Identity and Background.
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(a) Theresa Dwyer ("Ms. Dwyer")
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) Chairperson of the Board of Directors of the Company.
(d) Ms. Dwyer has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Ms. Dwyer has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) Ms. Dwyer is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
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On April 10, 1997, the Estate distributed all of the shares of Dwyer Common
Stock beneficially owned by the Estate in accordance with the provisions of the
Last Will and Testament of Donald J. Dwyer, Sr. and the administration of the
Estate under the applicable laws of the State of Texas. Of the 4,192,924 shares
of Dwyer Common Stock distributed by the Estate, 4,077,501 shares were
distributed to Ms. Dwyer in her individual capacity and the remaining 115,423
shares were distributed to the Donald J. Dwyer Family Trust (the "Trust"), of
which Ms. Dwyer is Co-Trustee. Following such distributions, the Estate ceased
to beneficially own shares of Dwyer Common Stock.
On May 1, 1989, Ms. Dwyer purchased an aggregate of 800 shares of Dwyer
Common Stock (adjusted for the 1-for-2 reverse stock split in June 1993), for
which she paid aggregate consideration of $2,000 from her personal funds. In
addition, Ms. Dwyer purchased 500 shares of Dwyer Common Stock for an aggregate
consideration of $2,255 on July 7, 1993.
Item 4. Purpose of Transaction.
----------------------
Other than transfers to the Dwyer Investments Limited Partnership, Ms Dwyer
does not have any specific plans or proposals which relate to or would result in
the acquisition by any person of additional securities of the Company or the
disposition of securities of the Company; any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; any change in the present
board of directors or management of the Company; any change in the present
capitalization or dividend policy of the Company; any other material change in
the Company's business or corporate structure; changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of securities of the Company
becoming eligible for termination or registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or any action similar to any
of those enumerated above; but such persons reserve the right to propose or
undertake or participate in any of the foregoing actions in the future.
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Page 4 of 6
Item 5. Interest in Securities of the Issuer.
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(a) Ms. Dwyer beneficially owns 4,027,574 shares of Dwyer Common Stock,
which represents 58.7% of the outstanding Dwyer Common Stock. Of the 4,027,574
shares of Dwyer Common Stock beneficially owned by Ms Dwyer, (a) 87,522 shares
may be acquired through currently exercisable options, and (b) 167,460 shares
are beneficially owned as a result of a Shareholders Voting, Proxy and Stock
Sale Agreement dated April 28, 1989 between Donald J. Dwyer Sr., the Company,
and certain stockholders ("Voting Agreement").
Under the provisions of the Last Will and Testament of Donald J. Dwyer,
Sr., Ms. Dwyer and Mr. Donald J. Dwyer, Jr. ("Mr. Dwyer Jr."), are the sole
Trustees of the Trust and as such Co-Trustees, both Ms. Dwyer and Mr. Dwyer Jr.
may be deemed to beneficially own the 115,423 shares of Dwyer Common Stock owned
by the Trust, including (a) 2,478 shares which may be acquired through currently
exercisable options held by the Trust, and (b) 4,740 shares which are owned by
other stockholders of the Company, but over which the Trust has sole voting
power pursuant to the Voting Agreement.
The calculations of percent of outstanding Dwyer Common Stock are based
upon 6,775,427 shares of Dwyer Common Stock outstanding on June 30, 1997 as
reported in the Company's most recent Quarterly Report on Form 10-Q.
(b) Ms. Dwyer has the sole voting power and sole power to dispose of
3,912,151 shares of Dwyer Common Stock and may be deemed to share voting and
dispositive power with respect to the 115,423 shares of Dwyer Common Stock held
by the Trust except for the 4,740 shares subject to the Voting Agreement for
which only voting power applies.
(c) As described in Item 4 above, the following are the transactions in
Dwyer Common Stock effected by Ms. Dwyer within the 60 days prior to the date
this Amendment was required to be filed:
(1) Gifts/Sales to Family:
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Effective as of April 10, 1997, Ms. Dwyer made the following gifts and
transfers of an aggregate of 166,650 shares of Dwyer Common Stock to her
six children, nine grandchildren, and Robert E. Tunmire:
<TABLE>
<CAPTION>
Number
Name Relationship of Shares Consideration
---- ------------ --------- -------------
<S> <C> <C> <C>
Donna Dwyer Van Zandt as Custodian for grandchild 6,666 $10,000 gift
Jacclyn N. Van Zandt 6,666 $10,000 sale
Donna Dwyer Van Zandt as Custodian for grandchild 6,666 $10,000 gift
Theresa Smith 6,666 $10,000 sale
Donna Dwyer Van Zandt child 6,666 $10,000 gift
Deborah Wright Hood as Custodian for grandchild 6,666 $10,000 gift
Christopher Wright 6,666 $10,000 sale
Billy Hood and Deborah Wright Hood as grandchild 6,666 $10,000 gift
Custodians for Chase Dillon Hood 6,666 $10,000 sale
Deborah Wright Hood child 6,666 $10,000 gift
Dina Dwyer-Owens as Custodian for grandchild 6,666 $10,000 gift
Dani-Elle Owens 6,666 $10,000 sale
Dina Dwyer-Owens as Custodian for grandchild 6,666 $10,000 gift
Michael Christian Owens 6,666 $10,000 sale
Dina Dwyer-Owens child 6,666 $10,000 gift
</TABLE>
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Page 5 of 6
<TABLE>
<S> <C> <C> <C>
Donald and Mary Dwyer as Custodians for grandchild 6,666 $10,000 gift
Donald Dwyer III 6,666 $10,000 sale
Donald and Mary Dwyer as Custodians for grandchild 6,666 $10,000 gift
Brandon Dwyer 6,666 $10,000 sale
Donald J. Dwyer Jr. child 6,666 $10,000 gift
Darren J. Dwyer child 6,666 $10,000 gift
Douglas Dwyer as Custodian for grandchild 6,666 $10,000 gift
Ryan Douglas Dwyer 6,666 $10,000 sale
Douglas Dwyer child 6,666 $10,000 gift
Robert Tunmire n/a 6,666 $10,000 gift
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Total: 166,650
</TABLE>
All purchases by grandchildren were made with funds given by Ms. Dwyer to
such grandchildren in 1996.
The above-described transactions were effected by private transfers.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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Ms. Dwyer plans to contribute beneficial ownership of 3,910,851 shares of
Dwyer Common Stock to the capital of Dwyer Investments, Ltd., a family limited
partnership to be organized (the "Partnership"), in exchange for equity
interests in the Partnership. In addition, Ms. Dwyer and Mr. Dwyer Jr., as Co-
Trustees of the Trust, plan to contribute beneficial ownership of 115,423
shares of Dwyer Common Stock to the capital of the Partnership in exchange for
equity interests in the Partnership. It is Ms. Dwyer's understanding that the
above named children of Ms. Dwyer also intend to contribute the shares of Dwyer
Common Stock owned by each of them individually to the Partnership in exchange
for equity interests in the Partnership.
Ms. Dwyer is party to a voting agreement (referenced in Item 7 below) as
successor from the Estate.
Item 7. Material to be Filed as Exhibits.
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Shareholders Voting, Proxy and Stock Sale Agreement dated April 28, 1989
between Donald J. Dwyer Sr., the Company, and Vernon Lee Russell and wife,
Sylvia Russell, incorporated by reference to the Schedule 13D of Donald J.
Dwyer dated May 4, 1989, filed May 9, 1989 (SEC File No. 0-15227).
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Page 6 of 6
Signature
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After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Amendment is true, complete and correct.
December 31, 1997 /s/ THERESA DWYER
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THERESA DWYER
