UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
January 27, 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
-----------------------------------
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
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Number of Shares 7) Sole Voting Power 71,016
Owned By Each -------
Reporting With 8) Shared Voting Power 0
-------
9) Sole Dispositive Power 71,016
-------
10) Shared Dispositive Power 0
-------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
71,016
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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) 2.1%
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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
-------
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) 5.6%
--------
14) Type of Reporting Person (See Instructions) IN
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Page 3 of 8 Pages
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SCHEDULE 13D
The reporting persons described in Item 2 below hereby makes 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 on behalf of both of them as husband and
wife, however, the reporting persons do not affirm the existence of a group.
Item 1. Security and Issuer.
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This statement relates to the common stock, $.01 par value (the "Common
Stock") of The DeWolfe Companies, Inc., a Massachusetts corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 80
Hayden Avenue, Lexington, Massachusetts 02173.
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"). Mr. Sibcy is
Chairman and Mrs Sibcy is 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.
--------------------------------------------------
The reporting persons each used personal funds in making his or her
purchases of Common Stock described in this statement. The aggregate amount of
funds used in making all of the purchases by the reporting persons was
$1,587,229.14, which aggregate amount was paid by the reporting persons as
follows:
Mr. Sibcy $ 367,933.72
Mrs. Sibcy $1,219,295.42
Page 4 of 8 Pages
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Item 4. Purpose of Transaction.
The purpose of the acquisitions by each of the reporting persons of
Common Stock is to obtain a favorable return on his or her respective
investment.
The reporting persons may, from time to time hereafter, purchase
shares of Common Stock in open market transactions as market conditions may,
from time to time, warrant.
Except as described above, the reporting persons have no plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number of term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) causing a class of securities of the Issuer 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;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Page 5 of 8 Pages
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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) 71,016 shares of the Common Stock, representing 2.1% 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 5.6%
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 during the past sixty days:
On January 27, 1998, Mrs Sibcy acquired an aggregate of 185,095 shares
of the Common Stock at a price of $6.50 per share in a private transaction
effected through J.C. Bradford & Co., of Cincinnati, Ohio. The acquisition
transaction was not evidenced by a written contract.
The reporting persons do not affirm the existence of a group. The
reporting persons collectively have beneficial ownership of 256,111 shares of
Common Stock, representing 7.8% of the outstanding shares of Common Stock (based
on 3,294,326 shares outstanding at December 31, 1997).
Except for the acquisition of 185,095 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.
Page 6 of 8 Pages
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Item 7. Material to be filed as Exhibits.
---------------------------------
None
Page 7 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: February 11, 1998 /s/ Robert N. Sibcy
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Robert N. Sibcy
Date: February 11, 1998 /s/ Pamela D. Sibcy
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Pamela D. Sibcy
Page 8 of 8 Pages
