UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
The DeWolfe Companies, Inc.
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(Name of Issuer)
Common Stock - $.01 Par Value
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252115100
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(CUSIP Number)
Patrick J. Kinney, Jr.
Lynch, Brewer, Hoffman & Sands, LLP
101 Federal Street, Boston, MA 02110 (617) 951-0800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 16, 1998
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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 / /.
PAGE 1 of 8 PAGES
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SCHEDULE 13D
CUSIP No. 252115100
1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of
Above Persons
Robert N. Sibcy
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3) SEC Use Only
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4) Source of Funds (see instructions) PF
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5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
6) Citizenship or Place of Organization USA
---------------------------------
Number of Shares 7) Sole Voting Power 115,016
Owned By Each ---------
Reporting With 8) Shared Voting Power 0
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9) Sole Dispositive Power 115,016
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10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
115,016
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) /X/
13) Percent of Class Represented by Amount in Row (11) 3.6%
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14) Type of Reporting Person (See Instructions) IN
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PAGE 2 of 8 PAGES
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SCHEDULE 13D
CUSIP No. 252115100
1) Names of Reporting Persons; S.S. or I.R.S. Identification Nos. of
Above Persons
Pamela D. Sibcy
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3) SEC Use Only
--------------------------------------------------------
4) Source of Funds (see instructions) PF
-----------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
6) Citizenship or Place of Organization USA
--------------------------------
Number of Shares 7) Sole Voting Power 185,095
Owned By Each ---------
Reporting With 8) Shared Voting Power 0
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9) Sole Dispositive Power 185,095
---------
10) Shared Dispositive Power 0
---------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
185,095
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) /X/
13) Percent of Class Represented by Amount in Row (11) 5.7%
------------
14) Type of Reporting Person (See Instructions) IN
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PAGE 3 of 8 PAGES
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SCHEDULE 13D/A
Amendment No. 1
The reporting persons listed on the cover pages to this Amendment No. 1
to Schedule 13D hereby make the following statement pursuant to Section 13(d) of
the Securities Exchange Act of 1934 (the "Act") and the rules and regulations
thereunder. The reporting persons are making one statement on Schedule 13D/A on
behalf of both of them as husband and wife, however, the reporting persons do
not affirm the existence of a group. This Amendment No. 1 to Schedule 13D is
being made to report certain material changes in the facts set forth on the
original statement since it was filed on February 17, 1998 with the Securities
and Exchange Commission. Except as noted herein, all terms defined in the
original Schedule 13D have the same meaning in this Amendment No. 1.
Item 1. Security and Issuer.
No material changes are reported.
Item 2. Identity and Background.
This statement is being filed by Robert N. Sibcy, whose business
address is 8044 Montgomery Road, Cincinnati, Ohio 45236, and by his wife, Pamela
D Sibcy, whose business address is 8044 Montgomery Road, Cincinnati, Ohio 45236
(collectively hereinafter referred to as the "reporting persons"). A copy of the
Joint Filing Agreement among the Reporting Persons is annexed hereto as Exhibit
A. Mr. Sibcy is President and Mrs Sibcy is Vice President of Sibcy Cline
Realtors, Inc., a residential real estate brokerage firm, which is headquartered
at the same address. Neither of the reporting persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors); and neither of the reporting persons has, 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. The reporting persons are
both citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Sibcy used personal funds in making his purchases of Common Stock
described in this Amendment No. 1. The aggregate amount of funds used by him in
making the purchases described in this Amendment No. 1 was $271,062.61.
PAGE 4 of 8 PAGES
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Item 4. Purpose of Transaction.
No material changes are reported.
Item 5. Interest in Securities of the Issuer.
Each of the reporting persons beneficially owns the following
securities of the Issuer:
(1) Mr. Sibcy beneficially owns (excluding the shares beneficially
owned by his wife) 115,016 shares of the Common Stock,
representing 3.7% of the outstanding shares of the Common
Stock.
(2) Mrs. Sibcy beneficially owns (excluding the shares
beneficially owned by her husband) 185,095 shares of the
Common Stock, representing 5.7% of the outstanding shares of
the Common Stock.
Each of the reporting persons has the sole power to vote or to direct the vote
of his or her shares of Common Stock. The reporting persons have no agreement
with each other or with any other person with respect to voting of any shares of
capital stock of the Issuer. Each of the reporting persons has the sole power to
dispose or to direct the disposition of his or her respective shares of Common
Stock.
The following transactions in shares of the Common Stock were effected
on behalf of the reporting persons since the most recent filing on Schedule 13D:
During the period February 18, 1998 to March 18, 1998, Mr. Sibcy
acquired an aggregate of 44,000 shares of the Common Stock in private
transactions effected through J.C. Bradford & Co., of Cincinnati, Ohio as
follows:
Purchased Cost (Sales Price)
Trade Date Number of Shares Per Share
---------- ---------------- ---------
2/18/98 30,000 $6.07
3/16/98 6,000 6.36
3/18/98 8,000 6.34
The reporting persons do not affirm the existence of a group. The
reporting persons collectively have beneficial ownership of 300,111 shares of
Common Stock, representing 9.3% of the outstanding shares of Common Stock (based
on 3,233,056 shares outstanding at March 18, 1998).
PAGE 5 of 8 PAGES
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Except for the acquisition of 44,000 shares of Common Stock described
above, no transactions in Common Stock of the Issuer were effected during the
past 60 days by either of the reporting persons.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the two reporting persons (other than in their
capacity as husband and wife) or between the reporting persons and any other
person, with respect to any securities of the Issuer.
Item 7. Material to be filed as Exhibits.
(1) Joint Filing Agreement between Robert N. Sibcy and Pamela D. Sibcy
PAGE 6 of 8 PAGES
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: March 23, 1998 /s/ Robert N. Sibcy
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Robert N. Sibcy
Date: March 23, 1998 /s/ Pamela D. Sibcy
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Pamela D. Sibcy
PAGE 7 of 8 PAGES
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EXHIBIT A
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JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons-named below each hereby agrees that the Schedule
13D filed herewith and any amendments thereto relating to the acquisition of
shares of the Common Stock of the Company is filed jointly on behalf of each
such person.
Dated: March 23, 1998
/s/ Robert N. Sibcy
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Robert N. Sibcy
/s/ Pamela D. Sibcy
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Pamela D. Sibcy
PAGE 8 of 8 PAGES
