SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for
/ / Definitive Proxy Statement use of the
/ / Definitive Additional Materials Commission Only (as
/x/ Soliciting Material Pursuant to permitted by Rule
Rule 14a-11(c) or Rule 14a-12 14a-6(e)(2))
THE DWYER GROUP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT,
IF OTHER THAN THE REGISTRANT)
Payment of filing fee (check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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Filed by The Dwyer Group, Inc. pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934. Subject Company: The Dwyer Group,
Inc. Commission File No. 0-15227
[The following press release was disseminated on May 12, 2003.]
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: For The Dwyer Group, Inc.
Tom Buckley
Chief Financial Officer
254-745-2482
tbuckley@dwyergroup.com
-----------------------
For Riverside Company
Christine Croissant
Director of Communications
216-344-1180
cmc@riversidecompany.com
------------------------
THE DWYER GROUP, INC. SIGNS AGREEMENT FOR CASH MERGER AT $6.75 PER
SHARE; THE RIVERSIDE COMPANY SPONSORS MANAGEMENT BUYOUT TAKING THE
DWYER GROUP PRIVATE
Waco, TX; San Francisco, CA - (May 12, 2003) - The Dwyer Group, Inc.
(Nasdaq: DWYR) and The Riverside Company announced today the signing
of a merger agreement whereby Dwyer will merge with an affiliate of
Riverside, a private equity firm with offices in New York, Cleveland,
Dallas and San Francisco. Under the terms of the merger agreement,
Dwyer's stockholders will receive $6.75 in cash for each share of
common stock that they own. The purchase price represents
approximately a 59% premium to the $4.25 closing share price on May 9,
2003, which was the last trading day before the announcement of the
proposed merger. Upon completion of the proposed merger, Dwyer will
become privately held by Riverside and certain other stockholders,
including members of the Dwyer family and senior management of Dwyer.
The Dwyer family limited partnership, members of the Dwyer family,
including Dina Dwyer-Owens, president and CEO, and other members of
senior management will not convert certain of their shares into cash
in the proposed merger. These shares will be exchanged for equity in
the new parent corporation of Dwyer. Members of the Dwyer family and
other members of senior management will also purchase equity in the
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parent for cash. Members of senior management will also obtain stock
options in the parent and enter into employment agreements with Dwyer.
Dwyer's board of directors formed a special committee, consisting of
non-employee directors who will not be shareholders in or directors of
Dwyer or its parent after the proposed merger, to negotiate the terms
of the proposed merger. The board of directors, upon the unanimous
recommendation of the special committee, unanimously approved the
merger agreement. William Blair & Co. advised the special committee
and provided a fairness opinion regarding the proposed merger and
related transactions.
The proposed merger requires the approval of a majority of the
outstanding shares of Dwyer's common stock. The Dwyer family limited
partnership and individual Dwyer family members, who collectively own
approximately 62.7% (on a non-diluted basis) of Dwyer's outstanding
common stock, have entered into a voting agreement pursuant to which
they have agreed, among other things, to vote to approve the proposed
merger, subject to certain exceptions, at a stockholders' meeting to
be scheduled at a later date.
Stockholder approval will be solicited by means of a proxy statement,
which will be mailed to Dwyer's stockholders after it is reviewed and
cleared by the Securities and Exchange Commission. Dwyer expects to
hold the stockholders meeting to vote on the proposed merger during
the third or fourth quarter of 2003 and to complete the proposed
merger shortly after that meeting, subject to Dwyer's ability to
satisfy the closing conditions.
The completion of the proposed merger is subject to customary closing
conditions, including receipt of regulatory and other approvals. It is
also subject to a condition that earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the trailing 12 months as
of the month end immediately preceding the mailing of the proxy
statement be at least $6,460,000. There can be no assurances that
Dwyer will be able to achieve the required EBITDA. The proposed
merger is not subject to a financing condition and Riverside has
obtained financing commitments, subject to customary conditions, to
provide debt financing for the proposed merger.
The Dwyer Group, Inc., based in Waco, Texas, is a public holding
company that owns six franchisor corporations. Each corporation sells
and supports a different service-based brand name franchise under the
following service marks: Aire Serv{R} Heating & Air Conditioning,
Glass Doctor{R}, Mr. Appliance{R}, Mr. Electric{R}, Mr. Rooter{R}
(Drain Doctor{R} in the UK), and Rainbow International{R} Carpet Care
and Restoration Specialist. Collectively, the franchisees of these
franchise concepts offer customers a broad base of residential and
commercial services. The concepts currently support over 800
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franchisees in the United States and Canada and, through their master
licensees, approximately 275 more franchisees in 15 other countries.
For more information regarding The Dwyer Group, Inc. or its franchise
concepts, visit the company's Web site at http://www.dwyergroup.com.
THE RIVERSIDE COMPANY
---------------------
The Riverside Company, with offices in New York, Cleveland, Dallas and
San Francisco, is one of the leading private equity firms investing in
premier companies at the smaller end of the middle market. The firm
has more than half a billion dollars of capital under management and
has earned its investors realized gains of more than five times their
original cash investments. In addition to four pre-1995 acquisitions,
Riverside has brought to market The Riverside Capital Appreciation
Funds of 1995, 1998 and 2000, attracting investors from pension funds,
endowments, funds-of-funds, insurance companies and banks. Since its
inception in 1988, Riverside has invested in 69 acquisitions -- 34
platform companies and 35 add-on acquisitions -- across a variety of
industries through its three funds and other investment vehicles.
Riverside's current portfolio numbers 23 companies. More information
on The Riverside Company can be found at www.riversidecompany.com.
This press release contains certain forward-looking statements
regarding Dwyer within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that are based on the beliefs of Dwyer's
management as well as assumptions made by and information currently
available to Dwyer's management. Such statements are subject to risks
and uncertainties that could cause actual results to differ materially
from those contemplated in such forward-looking statements. Certain
factors that could cause actual results to differ materially from
Dwyer's expectations include, but are not limited to, general business
conditions, competition, taxes, government regulations and other
factors which are described from time to time in Dwyer's public
filings with the SEC, news releases and other communications. Also,
when Dwyer uses the words "believes," "expects," "anticipates,"
"estimates," "plans," "intends," "objectives," "goals," "aims,"
"projects," or similar words or expressions, Dwyer is making forward-
looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events. Dwyer assumes no obligation to update any forward-looking
statements made herein or elsewhere whether as a result of new
information, future events or otherwise.
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Dwyer plans to file a proxy statement with the SEC relating to the
proposed merger. Investors and stockholders are urged to read the
proxy statement when it becomes available, because it will contain
important information about Dwyer, the proposed merger and related
transactions. When the proxy statement is completed, Dwyer plans to
send it to its stockholders to seek their approval of the proposed
merger. A copy of the proxy statement (when it is filed) and other
documents filed by Dwyer with the SEC are available at the SEC's Web
site at http://www.sec.gov. Dwyer's stockholders may also obtain the
proxy statement and other documents without charge by directing a
request to The Dwyer Group, Inc., Attention: Tom Buckley, 1010 N.
University Parks Drive, Waco, Texas 76707, Telephone: (254) 745-2482.
TDG Holding Company and TDG Merger Company, the two entities formed by
Riverside to effect the proposed merger, Dwyer and their respective
directors, executive officers and employees and certain other persons
may be deemed to be participants in the solicitation of proxies from
Dwyer's stockholders to approve the proposed merger. These
individuals may have interests in the proposed merger, some of which
may differ from or may be in addition to those of Dwyer's stockholders
generally. Certain officers of Dwyer will receive employment
agreements and other equity compensation in connection with the
proposed business combination, which will be more fully described in
the proxy statement Dwyer plans to file with the SEC. Certain
information concerning the participants in the solicitation, such as
their relevant affiliations with Dwyer and then existing holdings of
Dwyer's common stock, are contained in Dwyer's Annual Report on Form
10-KSB for the fiscal year ended December 31, 2002. This report is
available from the SEC's Web site or from Dwyer, as described above.
Additional information about the participants in the solicitation will
be contained in Dwyer's proxy statement with respect to the proposed
merger, when it is filed with the SEC.
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