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. )
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/ / Definitive Additional Materials Commission Only (as
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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:
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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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 is the transcript of a video communication that was
disseminated on May 12, 2003.]
VIDEO TRANSCRIPT
On behalf of The Dwyer Group's Board of Directors and our Executive
Staff, as well as our world headquarters team, I want to thank you for
taking the time to view this recording.
I believe you will find this brief message to be exciting and
inspiring, and most importantly it may help you find the courage
that's inside of you to dream new dreams and take your own company to
even higher heights of achievement.
At The Dwyer Group we have the habit of repeatedly saying, "If you do
what you've always done, you'll get what you've always gotten." We
strive hard to practice what we preach and, while we believe we have
been achieving great results, and have consistently looked for new
innovative solutions, we recently decided it is time to enter the
gateway to even greater opportunities for success.
It's no accident that our Reunion theme for 2003 is Gateway to Success
which means an opening, an entrance, a passage to a new frontier or in
the case of The Dwyer Group a new era. I'd like to step back in time
about 10 years when The Dwyer Group had entered what at that time was
a new era.
It was 1993 when the late Don Dwyer, my father had the vision of
taking his company public. Don's primary idea was to create a vehicle
that would help the company reach a whole new level of growth so that
all people involved would live happier more successful lives.
Unfortunately, with his untimely death in 1994, Don had very little
time to experience the public environment. As most of you know, the
family, along with the Board of Directors, which had only recently
been formed at the time of Don's death, and a young management team,
which had worked together previously, but not without Don's
leadership, were left the daunting task of moving the company forward.
That meant keeping Don's dream alive, while also serving the needs of
stockholders, franchisees and associates.
From 1995 to 1998 all parties involved worked hard to get our house in
order and while we made progress we realized by mid-1998 that we were
at a critical turning point. We sold two major franchise divisions,
we acquired Glass Doctor, we reduced our overhead by approximately one
million dollars and we restructured the management team.
Subsequently, energized and confident about our future, we
enthusiastically reminded the public marketplace and investment
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community about this thriving company in Waco, Texas...The Dwyer
Group.
From 1999 to 2002 we were highly focused on building value for
associates, franchisees, end-user customers and of course, our
shareholders. The organization as a whole made progress on all fronts,
from solidifying our brands to increasing support and services to
franchisees, ramping up franchise sales and creating our own frontline
software system. Despite all the challenges going on in the
marketplace, from the dot com bubble bursting to the Enron scandals,
the value of our stock doubled. Even so, management believes that our
stock price still has never truly reflected the tremendous results we
have been producing.
Today it's become more difficult and more expensive to operate public
companies. Furthermore, in recent years, Wall Street has begun to look
anew at franchising and certain investors see it as an alternative to
buying stocks. In the past couple of years, it hasn't been unusual for
The Dwyer Group to be approached by strategic as well as private
equity groups that were looking for a shining star to add to their
portfolios. All of this time, we were constantly evaluating our own
options and seeking opportunities that would take our well-tuned
company to a new level. We began to believe that remaining in the
public marketplace was not our number one choice. Although we never
lost sight of making long-term investments in our business, we found
ourselves being somewhat trapped by our desire to constantly achieve
increases in earnings so that we would gain more market approval and
appreciation. And yet, the market never quite realized the company's
true value.
We decided that the best way to take control of our destiny would be
to partner up with a first-class organization that would pay The Dwyer
Group's shareholders a premium price for their shares and offer our
associates and franchisees a gateway to an even greater future as a
private company.
As you may have already read in the press release, the Board of
Directors, after several months of due diligence, meetings and
negotiations is proud to announce the signing of a merger agreement by
The Dwyer Group and an affiliate of The Riverside Company. The
Riverside Company is a private equity firm that specializes in
acquiring and building companies that it calls "little leaders" - that
is, smaller companies that exhibit top market share in their specific
industries. In its 15-year history, Riverside has worked with the
management teams at nearly 70 companies to grow operations and
earnings to a new plateau. Riverside views its role as a partnership
and we believe that great things are in store for all of us through
this team approach.
These are two cultures that are meant to be together. The Dwyer family
and members of the executive management will continue their active
involvement with the business and hold equity interests in the merged
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company. With Riverside's financial savvy and resources and the
experience and commitment of The Dwyer Group's management team, we
will have truly passed through the gateway to a new frontier.
I know that you have questions and we want to answer them. In an
attempt to answer questions as quickly as possible we've identified
what we believe will be the most frequently asked questions. I'm going
to ask and answer them during the next few minutes:
First Question: What will this merger mean to me as a franchisee?
Answer: It means that you will be part of the same
exciting company with two differences: your
company will no longer be public and it will have
the resources and freedom to climb to new levels
of accomplishment. Plus, there are four other key
points to keep in mind:
1. The existing executive management team will
remain in place and we will be responsible
for the day-to-day management of the company.
2. We will continue to focus on providing
superior service and support to our
franchisees to help you build your
businesses.
3. We intend to increase the size and
capabilities of our franchise sales team so
that we can capture market share at a quicker
pace, which further enhances the value of the
brands.
4. We also plan to focus on acquiring
complementary service companies that will
enhance our whole value proposition.
Question: When will the transaction be complete?
Answer: The transaction is subject to approval by the
stockholders of The Dwyer Group and other closing
conditions. Because the stockholders' approval is
sought through a proxy statement that will be
subject to review by the Securities and Exchange
Commission, and certain other pieces of the puzzle
must fall into place to complete the transaction,
the closing may not occur for several months.
Question: Those of you who are stockholders are probably
asking: What will the merger mean to me?
Answer: It means that you will receive a proxy statement,
which will contain important information about the
merger. You will then be asked to place a vote of
your shares to approve the transaction.
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Question: What happens to the existing board of directors?
Answer: Upon the closing, the merged company will have a
new board of directors, which is expected to
initially include four representatives of
Riverside, two identified by Dwyer management and
me.
Question: Will the company's name change?
Answer: No
Question: What will be Riverside's official role in the
business moving forward?
Answer: Riverside will be the majority stockholder; yet
will rely on the existing management team to run
the day-to-day operations. Riverside will be a
resource for the management team, financially as
well as strategically.
Question: As a stockholder, how much money will I get?
Answer: The merger consideration is $6.75 per share,
payable at the closing.
Question: Will the management of my franchise company
change?
Answer: There are no plans to change franchise company
management as a result of the transaction.
Question: Does this change my franchise agreement in any
way?
Answer: No
I'm sure there will be additional questions and we will answer them as
time goes on. In closing, I want to say that I personally am more
excited about the future than ever before and I know that if Don Dwyer
were here today he would be proud of the courage we had to take this
step to change the things that we were doing that didn't produce the
results we wanted and deserved. We realize that our destiny isn't a
matter of chance, but a matter of choice. Together let's enter this
gateway and achieve our grandest dreams.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995
This presentation may contain forward-looking statements that involve
risks and uncertainties. Important factors, which could cause actual
operating results to differ materially from those in the forward-
looking statements, include, but are not limited to, general business
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conditions, competition, taxes and government regulations. The Dwyer
Group undertakes no obligation to release publicly any revisions to
any forward-looking statements to reflect events or circumstances
after the date hereof to reflect the occurrence of unanticipated
events.
Investors and security holders are advised to read the proxy statement
regarding the proposed merger when it becomes available because it
will contain important information. Such proxy statement will be
filed with the Securities and Exchange Commission by The Dwyer Group.
Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by The Dwyer
Group at the Securities and Exchange Commission's website at
www.sec.gov. The proxy statement and other such documents may also be
obtained from The Dwyer Group by directing such request to The Dwyer
Group, 1010 North University Parks Drive, Waco, TX 76707, 254/745-
2400.
The Dwyer Group and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from stockholders of
The Dwyer Group with respect to the transactions contemplated by the
merger agreement. Information regarding such officers and directors
is included in The Dwyer Group's Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission on March 31, 2003. This
document is available free of charge at the Securities and Exchange
Commission's website at www.sec.gov.
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