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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 2
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)
July 23, 1999
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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(e), (f) or (g), check the following box / /.
PAGE 1 of 8 PAGES
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SCHEDULE 13D/A
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) /x/
(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
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Number of Shares 7) Sole Voting Power 421,035
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Owned By Each
Reporting With 8) Shared Voting Power 0
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9) Sole Dispositive Power 421,035
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10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
421,035
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 12.5%
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14) Type of Reporting Person (See Instructions) IN
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SCHEDULE 13D/A
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) /x/
(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
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Number of Shares 7) Sole Voting Power 0
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Owned By Each
Reporting With 8) Shared Voting Power 0
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9) Sole Dispositive Power 0
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10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
13) Percent of Class Represented by Amount in Row (11) 0%
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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. 2
The reporting persons listed on the cover pages to this Amendment No. 2
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. This Amendment No. 2 to Schedule 13D
is being made to report certain material changes in the facts set forth on
Amendment No. 1 to Schedule 13D since it was filed on March 16, 1998 with the
Securities and Exchange Commission. A Schedule 13G is being filed
contemporaneously herewith by Robert N. Sibcy and all future changes in the
holdings of Issuer by Mr. Sibcy will be reflected on amendments to said Schedule
13G. Except as noted herein, all terms defined in the original Schedule 13D have
the same meaning in this Amendment No. 2.
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"). 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 to make the purchases of Common Stock
described herein. The aggregate amount of funds used by him in making such
purchases described in this Amendment No. 2 was $ 619,406.25.
PAGE 4 of 8 PAGES
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ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisitions by Robert N. Sibcy of Common
Stock is to obtain a favorable return on his investment.
Mr. Sibcy 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, neither of the reporting persons
has any 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 or 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.
The reporting persons beneficially own the following
securities of the Issuer:
(1) Mr. Sibcy beneficially owns 421,035 shares of the Common Stock,
representing 12.5% of the outstanding shares of the Common Stock.
(2) Mrs. Sibcy does not beneficially own any shares of the Common Stock.
Mr. Sibcy has the sole power to vote or to direct the vote of his
shares of Common Stock. He has no agreement with any other person with respect
to voting of any shares of capital stock of the Issuer. Mr. Sibcy has the sole
power to dispose or to direct the disposition of his shares of Common Stock.
The following transactions in shares of the Common Stock were
effected on behalf of the reporting persons since May, 1999:
During the period May 1, 1999 to October 12, 1999, Mr. Sibcy
acquired an aggregate of 81,035 shares of the Common Stock in brokerage
transactions as follows:
<TABLE>
<CAPTION>
Purchased Cost (Sales Price)
Trade Date Number of Shares Per Share
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<S> <C> <C>
7/22/99 4,800 $7.875
7/23/99 2,000 $7.75
7/26/99 4,100 $7.75
7/27/99 450 $7.75
7/30/99 2,000 $7.625
8/2/99 1,400 $7.78
8/3/99 6,600 $7.73
8/3/99 5,000 $7.75
8/5/99 100 $8.29
8/10/99 5,000 $7.74
8/16/99 900 $7.80
8/23/99 1,000 $7.79
8/25/99 3,100 $7.75
8/31/99 2,500 $7.64
8/31/99 5,000 $7.74
9/10/99 15,035 $7.75
</TABLE>
PAGE 6 of 8 PAGES
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<TABLE>
<S> <C> <C>
9/13/99 5,000 $7.36
9/16/99 5,000 $7.34
9/16/99 5,000 $7.34
9/16/99 1,050 $7.57
9/17/99 6,000 $7.35
</TABLE>
No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities noted in this Item.
Mr. Sibcy has beneficial ownership of 421,035 shares of
Common Stock, representing 12.5% of the outstanding shares of Common Stock
(based on 3,364,105 shares outstanding at July 30, 1999).
Except for the acquisition of 81,035 shares of Common Stock
described above, no transactions in Common Stock of the Issuer were effected
between May 1, 1999 and October 12, 1999 by either reporting person.
On November 13, 1998, Pamela D. Sibcy ceased to be the
beneficial owner of more than five percent of the Common Stock.
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.
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: October 15, 1999 /s/ Robert N. Sibcy
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Robert N. Sibcy
Date: October 15, 1999 /s/ Pamela D. Sibcy
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Pamela D. Sibcy
PAGE 8 of 8 PAGES
