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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. 1 )*
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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)
June 9, 1995
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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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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald J. Dwyer, Jr., Co-Executor of the Estate of Donald J. Dwyer, Sr.
(The Estate of Donald J. Dwyer, Sr.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF; N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 4,600
SHARES ------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,223,424
EACH ------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,600
WITH ------------------------------------
10 SHARED DISPOSITIVE POWER
4,223,424
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,228,024
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6 %
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14 TYPE OF REPORTING PERSON*
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
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CUSIP NO. 267455 10 3 PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Theresa Dwyer, Co-Executrix of the Estate of Donald J. Dwyer, Sr.
(The Estate of Donald J. Dwyer, Sr.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF; N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 1,300
SHARES ------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,223,424
EACH ------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,300
WITH ------------------------------------
10 SHARED DISPOSITIVE POWER
4,223,424
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,224,724
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6 %
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14 TYPE OF REPORTING PERSON*
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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AMENDMENT NO. 1 to SCHEDULE 13D
CUSIP NO. 267455 10 3 Page 4 of 6 Pages
Item 1. Security and Issuer.
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This Amendment to Schedule 13D (this "Amendment") relates to the
Common Stock, $0.10 par value ("Dwyer Common Stock"), as well as 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. This Amendment is being
filed to reflect the sale of 300,000 shares of Dwyer Common Stock by the Estate
of Donald J. Dwyer Sr. (the "Estate") to Renaissance Capital Growth & Income
Fund III, Inc. (Renaissance") on June 9, 1995 and to correct an apparent filing
discrepancy in connection therewith.
Item 2. Identity and Background.
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1. Donald J. Dwyer, Jr. in his capacity as Co-Executor of the Estate
(a) Donald J. Dwyer, Jr. ("Mr. Dwyer")
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) Director of the Company; Director of International Marketing of
the Company.
(d) Mr. Dwyer has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. 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) Mr. Dwyer is a citizen of the United States.
2. Theresa Dwyer in her capacity as Co-Executrix of the Estate
(a) Theresa Dwyer ("Ms. Dwyer")
(b) 1010 N. University Parks Drive, Waco, Texas 76707
(c) 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.
Item 3. Source and Amount of Funds or Other Consideration.
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Pursuant to Rule 13d-5 of the Securities Exchange Act of 1934, Donald
J. Dwyer, Jr. and Theresa Dwyer were presumed to have acquired beneficial
ownership of the 4,238,424 shares of Dwyer Common Stock formerly beneficially
owned by Donald J. Dwyer, Sr. (including voting and other contractual rights)
upon their qualification by the District Court of McLennan County, Texas to
serve as co-executors of the Estate on December 19, 1994.
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, Mr. Dwyer purchased an aggregate of 4,350 additional shares of Dwyer
Common Stock between February 21, 1992 and January 27, 1994, for which he paid
aggregate consideration of $19,078.50 from his personal funds.
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.
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Item 4. Purpose of Transaction.
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Upon Donald J. Dwyer Sr.'s death on December 19, 1994, the reporting
persons acquired beneficial ownership of 4,223,424 shares as a result of being
designated Co-executors of the Estate. The persons reporting on this Amendment
have acquired the shares of Dwyer Common Stock to hold primarily for investment
in their capacities as independent Co-Executors of the Estate.
Ms. Dwyer and Mr. Dwyer, in their capacities as Co-Executors of the
Estate, 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 (other than transfers to a
family limited partnership); 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.
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(a) Mr. Dwyer beneficially owns 4,228,024 shares of Dwyer Common
Stock, which represents 61.6 % (based on 6,772,827 Dwyer Common Stock
outstanding on June 22, 1995 (the date cited in the July 1, 1995 Proxy
Statement) after giving effect to the cancellation of 340,300 shares of Dwyer
Common Stock as of June 1, 1993) of the outstanding Dwyer Common Stock,
including 4,223,424 shares of Dwyer Common Stock held by Mr. Dwyer as Co-
Executor of the Estate. Ms. Dwyer beneficially owns 4,224,724 shares of Dwyer
Common Stock, which represents 61.6 % (based on 6,772,827 shares of Dwyer Common
Stock outstanding on June 22, 1995 after giving effect to the cancellation of
340,300 shares of Dwyer Common Stock as of June 1, 1993) of the outstanding
Dwyer Common Stock, including 4,223,424 shares of Dwyer Common Stock held by Ms.
Dwyer as Co-Executrix of the Estate.
Of the 4,223,424 shares of Dwyer Common Stock beneficially owned by
the Estate, (a) 90,000 shares may be acquired through currently exercisable
options, and (b) 202,700 shares (as of June 9, 1995) are owned by another
stockholder of the Company, but over which the Estate has sole voting power
pursuant to a Shareholder Voting, Proxy and Stock Sale Agreement between Donald
J. Dwyer Sr. and such stockholder.
(b) Mr. Dwyer has the sole voting power and sole power to dispose of
the 4,600 shares of Dwyer Common Stock he owns (as of June 9, 1995). Ms. Dwyer
has the sole voting power and sole power to dispose of the 1,300 shares of Dwyer
Common Stock she owns (as of June 9, 1995). Ms. Dwyer and Mr. Dwyer have shared
voting power and shared power to dispose of the shares of Dwyer Common Stock
held by the Estate.
(c) The following are the transactions in Dwyer Common Stock effected
by or for Mr. Dwyer, Ms. Dwyer, and the Estate within the 60 days prior to the
date this Amendment was required to be filed:
As of June 9, 1995, the Estate sold 300,000 shares of Dwyer Common
Stock to Renaissance for a price of $3.00 per share (i.e., $900,000
aggregate).
The above-described transaction was effected by private transfers.
(d) None.
(e) Not applicable.
Page 5 of 6
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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The Estate entered into a Stock Purchase Agreement with Renaissance
relating to the sale of 300,000 shares of Dwyer Common Stock.
The Estate is a party to the voting agreement described in Item 7
below.
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).
Stock Purchase Agreement with Renaissance (incorporated by reference
from the Company's Form 8-K filed August 18, 1997 (SEC File No. 000-15227).
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/ DONALD J. DWYER, JR.
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Donald J. Dwyer, Jr., as Co-Executor of the Estate of
Donald J. Dwyer Sr.
December 31, 1997 /s/ THERESA DWYER
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Theresa Dwyer, as Co-Executrix of the Estate of
Donald J. Dwyer Sr.
Page 6 of 6
