<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____ )*
-----------
THE DWYER GROUP, INC.
---------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.10 par value
---------------------------------------------------------------
(Title of Class of Securities)
267455 10 3
---------------------------------------------
(CUSIP Number)
Ms. Theresa Dwyer, 1010 N. University Parks Drive, Waco, Texas 76707,
(817) 752-2821
---------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 4, 1997
-------------------------------------------------------
(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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 2 of 20
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DWYER INVESTMENTS LTD.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas, United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
4,060,936
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,900,736
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,060,936
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
59.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 3 of 20
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THERESA DWYER
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF;N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,897,362
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
115,582
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,012,944
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
58.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 4 of 20
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE DONALD J. DWYER FAMILY TRUST
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas, United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 115,582
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
115,582
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.7%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 5 of 20
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALD J. DWYER JR.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF;N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 15,642
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
142,246
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 8,600
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
26,664
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
157,888
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 6 of 20
- ----------------------- ---------------------
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONNA DWYER-VAN ZANDT
- ----------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- ----------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ----------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 33,706
SHARES -----------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 26,664
WITH -----------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,706
- ----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- ----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
- ----------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ---------------------- ---------------------
CUSIP NO. 267455 10 3 Page 7 of 20
- ----------------------- ---------------------
- -----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DEBORAH WRIGHT-HOOD
- -----------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- -----------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- -----------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 25,374
SHARES ------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,332
EACH ------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 18,332
WITH ------------------------------
10 SHARED DISPOSITIVE POWER
13,332
- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,706
- -----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- -----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
- -----------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 8 of 20
- ----------------------- ---------------------
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DINA DWYER-OWENS
- ----------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- ----------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ----------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 36,206
SHARES ------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 29,164
WITH ------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,206
- ----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- ----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
- ----------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 9 of 20
- ----------------------- ---------------------
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DARREN DWYER
- ----------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- ----------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ----------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 7,042
SHARES ---------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ---------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH ---------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,042
- ----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- ----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
- ----------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 10 of 20
- ----------------------- ---------------------
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DOUGLAS DWYER
- ----------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- ----------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------
4 SOURCE OF FUNDS*
PF; N/A
- ----------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ----------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 20,374
SHARES ---------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ---------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 13,332
WITH ---------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,374
- -----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- -----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 1%
- ----------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 267455 10 3 Page 11 of 20
- ----------------------- ---------------------
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT TUNMIRE
- ----------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [_]
- ----------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ----------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 103,809
SHARES ----------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 96,767
WITH ----------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,809
- ----------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
- ----------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- ----------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------
*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.
<PAGE>
12
SCHEDULE 13D
CUSIP NO. 267455 10 3
Item 1. Security and Issuer.
-------------------
This Schedule 13D (this "Filing") relates to the Common Stock, $0.10 par
value ("Dwyer Common Stock"), 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 the beneficial ownership of Dwyer Common Stock by Dwyer Investments,
Ltd. (the "Partnership") and its partners.
Item 2. Identity and Background.
-----------------------
1. Dwyer Investments, Ltd.
--------------------------
(a) Dwyer Investments, Ltd., a Texas limited partnership
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) The Partnership's principal business consists of holding Dwyer
Common Stock for investment.
(d) The Partnership has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Partnership 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.
2. Theresa Dwyer
----------------
(a) Theresa Dwyer ("Ms. Theresa Dwyer")
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) Chairperson of the Board of Directors and a Director 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.
3. The Donald J. Dwyer Family Trust
-----------------------------------
(a) The Donald J. Dwyer Family Trust, a trust organized under the laws
of the State of Texas (the "Trust").
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) The Trust's only business is managing its interest in the
Partnership.
(d) The Trust has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Trust 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.
4. Donald J. Dwyer Jr.
----------------------
(a) Donald J. Dwyer Jr.
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) Director of the Company; Director of International Marketing for the
Company.
(d) Mr. Donald J. Dwyer Jr. has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Mr. Donald J. Dwyer Jr. 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
<PAGE>
CUSIP NO. 267455 10 3
13
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) Mr. Donald J. Dwyer Jr. is a citizen of the United States.
5. Donna Dwyer-Van Zandt
------------------------
(a) Donna Dwyer-Van Zandt
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) Vice President of Kitchen Wizard Company, 1010 N. University Parks
Drive, Waco, Texas 76707.
(d) Ms. Dwyer-Van Zandt has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Ms. Dwyer-Van Zandt 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-Van Zandt is a citizen of the United States.
6. Deborah Wright-Hood
----------------------
(a) Deborah Wright-Hood
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) Vice President-Administration of the Company
(d) Ms. Wright-Hood has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Ms. Wright-Hood 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. Wright-Hood is a citizen of the United States.
7. Dina Dwyer-Owens
-------------------
(a) Dina Dwyer-Owens
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) Secretary and Vice President of Operations of the Company and
Director of the Company
(d) Ms. Dwyer-Owens has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Ms. Dwyer-Owens 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-Owens is a citizen of the United States.
8. Darren Dwyer
---------------
(a) Darren Dwyer
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) Case Worker at MHMR Center - Heart of Texas Region, Center for
Development Services, 3420 W. Waco Dr., Waco, Texas 76710
(d) Darren Dwyer has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Darren 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) Darren Dwyer is a citizen of the United States.
<PAGE>
CUSIP NO. 267455 10 3
14
9. Douglas Dwyer
----------------
(a) Douglas Dwyer
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) President of Worldwide Refinishing Systems, Inc., 1010 N. University
Parks Drive, Waco, Texas 76707.
(d) Douglas Dwyer has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Douglas 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) Douglas Dwyer is a citizen of the United States.
10. Robert Tunmire
------------------
(a) Robert Tunmire
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) President and CEO of the Company
(d) Mr. Tunmire has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Tunmire 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) Mr. Tunmire is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
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 Trust, of which Ms. Theresa Dwyer and Mr. Donald
Dwyer Jr. are Co-Trustees. Following such distributions, the Estate ceased to
beneficially own shares of Dwyer Common Stock.
Effective as of April 10, 1997, Ms. Theresa Dwyer gave or transferred
166,650 shares of Dwyer Common Stock to her children and grandchildren. All
gifts to grandchildren were made to their parents (i.e., Ms. Theresa Dwyer's
children) as custodians for the grandchildren.
On September 4, 1997 Ms. Theresa Dwyer contributed 3,899,182 shares of
Dwyer Common Stock to the Partnership in exchange for equity interests and the
Trust contributed its 115,092 shares of Dwyer Common Stock to the Partnership in
exchange for equity interests.
Other than an initial 250 shares of Dwyer Common Stock (adjusted for the
1-for-2 reverse stock split in June 1993) received as a gift on April 1, 1989,
Don Dwyer, Jr. purchased an aggregate of 7,350 additional shares of Dwyer Common
Stock between February 21, 1992 and December 24, 1996, for which he paid
aggregate consideration of $27,228.50 from his personal funds. In addition, on
January 1, 1996, Don Dwyer, Jr. was granted 5,000 option shares under the
Company's Incentive Stock Option Plan (the "Plan") which vest 1,000 shares per
year beginning January 1, 1997.
On May 1, 1989, Ms. Theresa 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. Theresa Dwyer purchased 500 shares of Dwyer Common Stock
for an aggregate consideration of $2,255 on July 7, 1993.
<PAGE>
CUSIP NO. 267455 10 3
15
Ms. Dina Dwyer-Owens was granted 7,500 option shares under the Plan on
April 28, 1989 of which 1,500 shares are currently exercisable and 5,000 option
shares under the Plan on January 1, 1996 of which 1,000 shares are currently
exercisable.
Ms. Deborah Wright-Hood was granted 5,000 option shares under the
Company's Non-qualified Stock Option Plan on January 1, 1996 of which all are
currently exercisable.
Mr. Tunmire was granted 50,000 option shares under the Plan on April 2,
1989 of which 30,101 option shares remain and are exercisable as of the date of
this filing. In addition, Mr. Tunmire was granted 100,000 option shares under
the Plan on September 15, 1995 of which 66,666 shares are exercisable as of
September 15, 1997.
The other persons filing this schedule received the shares of Dwyer
Common Stock for which they are deemed to have beneficial ownership either by
gifts from Ms. Theresa Dwyer directly or to them as custodians for their
children (see Item 5(c) hereof) or as a result of their interest in the
Partnership or the Trust (see Item 5(a) hereof).
Item 4. Purpose of Transaction.
----------------------
The persons signing this Filing do 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.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of December 1, 1997, the Partnership beneficially owns 4,060,936
shares of Dwyer Common Stock, which represents 59.2% of the outstanding Dwyer
Common Stock. Of the 4,060,936 shares of Dwyer Common Stock beneficially owned
by the Partnership, (a) 90,000 shares may be acquired through currently
exercisable options, and (b) 160,200 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., 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 115,582 shares of Dwyer Common Stock beneficially owned by
the Trust through its interest in the Partnership.
Theresa Dwyer, Donald J. Dwyer Jr., Donna Dwyer Van-Zandt, Deborah
Wright-Hood, Dina Dwyer-Owens, Darren Dwyer and Douglas Dwyer are the general
partners of the Partnership.
The following chart reflects the aggregate number and percentage of
Dwyer Common Stock owned by each person listed in Item 2 above:
<PAGE>
CUSIP NO. 267455 10 3
16
<TABLE>
<CAPTION>
Dwyer Common Stock
------------------
Name Shares Percentage
---- ------ ----------
<S> <C> <C>
The Partnership 4,060,936 59.2%
Theresa Dwyer 4,012,944 58.5%
The Trust 115,582 1.7%
Donald J. Dwyer Jr. 157,888 2.3%
Donna Dwyer Van-Zandt 33,706 less than 1%
Deborah Wright-Hood 38,706 less than 1%
Dina Dwyer-Owens 36,206 less than 1%
Darren Dwyer 7,042 less than 1%
Douglas Dwyer 20,374 less than 1%
Robert Tunmire 103,809 1.5%
</TABLE>
The calculations of percent of outstanding Dwyer Common Stock are based
upon 6,775,427 shares of Dwyer Common Stock outstanding on September 30, 1997 as
reported in the Company's most recent Quarterly Report on Form 10-Q.
(b) Under the terms of the Limited Partnership Agreement of the
Partnership, so long as the Partnership owns in excess of 20% of all outstanding
Dwyer Common Stock, each partner is entitled to vote (and may therefore be
deemed to have sole voting power over) his, her or its pro rata percentage of
all Dwyer Common Stock owned by the Partnership.
The Partnership may be deemed to have shared voting power over 4,060,936
shares of Dwyer Common Stock, and shared dispositive power over 3,900,736 shares
of Dwyer Common Stock, but has no sole voting or dispositive power.
Ms. Theresa Dwyer may be deemed to have sole and shared voting power
over 3,897,362 and 115,582 shares of Dwyer Common Stock, respectively and sole
and shared dispositive power over 3,902,036 and zero shares of Dwyer Common
Stock, respectively.
The Trust may be deemed to have sole voting power over 115,582 shares of
Dwyer Common Stock. The Trust does not share voting power or have dispositive
power over any such shares.
Donald Dwyer, Jr. may be deemed to have sole and shared voting power
over 15,642 and 142,246 shares of Dwyer Common Stock, respectively and may be
deemed to have sole and shared dispositive power over 8,600 and 26,664 shares of
Dwyer Common Stock, respectively.
Donna Dwyer-Van Zandt may be deemed to have sole voting power over
33,706 shares of Dwyer Common Stock and sole dispositive power over 26,664
shares of Dwyer Common Stock.
<PAGE>
CUSIP NO. 267455 10 3
17
Deborah Wright-Hood may be deemed to have sole and shared voting power
over 25,374 and 13,332 shares of Dwyer Common Stock, respectively, and sole and
shared dispositive power over 18,332 and 13,332 shares of Dwyer Common Stock,
respectively.
Dina Dwyer-Owens may be deemed to have sole voting power over 36,206
shares of Dwyer Common Stock and sole dispositive power over 29,164 shares of
Dwyer Common Stock.
Darren Dwyer may be deemed to have sole voting power over 7,042 shares
of Dwyer Common Stock.
Douglas Dwyer may be deemed to have sole voting power over 20,374 shares
of Dwyer Common Stock and sole dispositive power over 13,332 shares of Dwyer
Common Stock.
Robert Tunmire may be deemed to have sole voting power over 103,809
shares of Dwyer Common Stock and sole dispositive power over 96,767 shares of
Dwyer Common Stock.
(c) As described in Item 4 above, the following are the transactions in
Dwyer Common Stock effected by or for the persons named in this Filing within
the 60 days prior to the date this Amendment was required to be filed:
(1) Gifts/Sales to Family by Theresa Dwyer:
-------------------------------------------
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>
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
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
</TABLE>
<PAGE>
CUSIP NO. 267455 10 3
18
<TABLE>
<CAPTION>
<S> <C> <C> <C>
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
-------
Total: 166,650
</TABLE>
All purchases by grandchildren were made with funds given by Ms. Dwyer
to such grandchildren in 1996.
(2) Transfers into the Partnership:
-----------------------------------
As described above, as of September 4, 1997, in exchange for equity
interests in the Partnership, Ms Dwyer contributed 3,899,182 shares of Dwyer
Common Stock to the Partnership, the Trust contributed 115,092 shares of Dwyer
Common Stock to the Partnership, and each of Donald J. Dwyer Jr., Donna Dwyer
Van-Zandt, Deborah Wright-Hood, Dina Dwyer-Owens, Darren Dwyer and Douglas Dwyer
contributed 6,666 shares of Dwyer Common Stock to the Partnership.
The above-described transactions were effected by private transfers.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Under the terms of the Limited Partnership Agreement of the Partnership,
so long as the Partnership owns in excess of 20% of all outstanding Dwyer Common
Stock, each partner is entitled to vote (and may therefore be deemed to have
sole voting power over) his, her or its pro rate percentage of all Dwyer Common
Stock owned by the Partnership.
<PAGE>
CUSIP NO. 267455 10 3
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Item 7. Material to be Filed as Exhibits.
--------------------------------
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).
Stock Option Plan, as amended, and form of Employee Stock Option
Agreement, incorporated by reference to the Company's Form S-18
registration statement (SEC File No. 33-7290-FW).
Incentive Stock Option Agreement between the Company and Dina Dwyer-
Owens for 2,500 shares of Dwyer Common Stock, incorporated by reference
to the Company's Form S-18 registration statement (SEC File No. 33-7290-
FW).
Incentive Stock Option Agreement between the Company and Robert Tunmire
for 50,000 shares of Dwyer Common Stock, incorporated by reference to
the Company's Form S-18 registration statement (SEC File No. 33-7290-
FW).
Agreement of Limited Partnership dated as of August 29, 1997 (filed
herewith).
<PAGE>
CUSIP NO. 267455 10 3
20
Signature
- ---------
Each of the undersigned hereby appoints Theresa Dwyer as attorney and
agent for the undersigned, with full power of substitution, for and in the name,
place and stead of the undersigned, to sign and file with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 any and all
amendments and exhibits to this Schedule 13D and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining hereto or thereto, with full power and authority to do and
perform any and all acts and things whatsoever requisite or desirable.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
December 31, 1997 Dwyer Investments, Ltd.
By: /s/ THERESA DWYER
-----------------------------------------
Theresa Dwyer, Managing General Partner
December 31, 1997 The Donald J. Dwyer Family Trust
By: /s/ THERESA DWYER
-----------------------------------------
Theresa Dwyer, Co-Trustee
By: /s/ DONALD J. DWYER, JR.
-----------------------------------------
Donald J. Dwyer, Jr., Co-Trustee
December 31, 1997 /s/ THERESA DWYER
--------------------------------------------
Theresa Dwyer
December 31, 1997 /s/ DONALD J. DWYER, JR.
--------------------------------------------
Donald J. Dwyer Jr.
December 31, 1997 /s/ DONNA DWYER VAN-ZANDT
--------------------------------------------
Donna Dwyer Van-Zandt
December 31, 1997 /s/ DEBORAH WRIGHT-HOOD
--------------------------------------------
Deborah Wright-Hood
December 31, 1997 /s/ DINA DWYER-OWENS
--------------------------------------------
Dina Dwyer-Owens
December 31, 1997 /s/ DARREN DWYER
--------------------------------------------
Darren Dwyer
December 31, 1997 /s/ DOUGLAS DWYER
--------------------------------------------
Douglas Dwyer
December 31, 1997 /s/ ROBERT TUNMIRE
--------------------------------------------
Robert Tunmire
