SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 11, 2003
THE DWYER GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-15227 73-0941783
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
1010 N. University Parks Drive
Waco, Texas 76707
(Address of Principal Executive Offices)
(254) 745-2400
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On May 12, 2003, The Dwyer Group, Inc. (the "Company") announced the
signing of a merger agreement whereby the Company will merge with an
affiliate of The Riverside Company, a private equity firm. Pursuant to
an Agreement and Plan of Merger (the "Merger Agreement"), by and among
the Company, TDG Holding Company and its wholly owned subsidiary, TDG
Merger Co., TDG Merger Co. will merge with and into the Company. The
Company will survive the merger as a wholly owned subsidiary of TDG
Holding Company. Stockholders of the Company will receive $6.75 in
cash for each outstanding share of Company common stock owned at the
effective time of the merger. The merger is subject to the approval
of the Company's stockholders, regulatory approvals and the
satisfaction of other standard conditions. The merger is also subject
to a condition that the Company's earnings before interest, taxes,
depreciation and amortization ("EBITDA") for the trailing twelve
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 the Company will be able to achieve the required EBITDA.
The Company's Board of Directors formed a special committee,
consisting of non-employee directors who will not be shareholders in
or directors of the Company or TDG Holding Company after the merger,
to negotiate the terms of the merger transaction on behalf of the
Company. The Company's Board of Directors, upon the unanimous
recommendation of the special committee, unanimously approved the
Merger Agreement.
Certain significant stockholders of the Company, including the Dwyer
family limited partnership and individual members of the Dwyer family,
who collectively own over 60% of the Company's common stock (on a
non-diluted basis), have agreed to vote in favor of the approval
of the merger and the Merger Agreement, subject to certain exceptions,
pursuant to a voting agreement between TDG Holding Company and such
stockholders (the "Voting Agreement"). Certain significant
stockholders of the Company, including senior management, the Dwyer
family limited partnership and members of the Dwyer family, including
Dina Dwyer-Owens, president and CEO, will not have certain of their
shares converted into cash in the merger, but instead will exchange
those shares for common shares of TDG Holding Company immediately
prior to the effective time of the merger. Consummation of the merger
transaction will result in the Company's common stock ceasing to be
listed on The Nasdaq National Market and the termination of the
registration of such securities pursuant to the Securities Exchange
Act of 1934.
The preceding summaries of the Merger Agreement, a copy of which is
filed as Exhibit 99.1 hereto, and the Voting Agreement, a copy of
which is filed as Exhibit 99.2 hereto, and the transactions
contemplated thereby, are not intended to be complete and are
qualified in their entirety by reference to the full texts of the
Merger Agreement and the Voting Agreement.
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A copy of the Company's press release, dated May 12, 2003, announcing
the signing of the Merger Agreement is attached hereto as Exhibit
99.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
Exhibit
Number Description
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99.1 Agreement and Plan of Merger, dated as of May 11,
2003, among The Dwyer Group, Inc., TDG Holding
Company and TDG Merger Co.
99.2 Voting Agreement, dated as of May 11, 2003, by and
among TDG Holding Company and the stockholders
named therein
99.3 Press Release, dated May 12, 2003, issued by The
Dwyer Group, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE DWYER GROUP, INC.
Date: May 12, 2003 By: /s/ Thomas J. Buckley
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Thomas J. Buckley
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Agreement and Plan of Merger, dated as of
May 11, 2003, among The Dwyer Group, Inc., TDG
Holding Company and TDG Merger Co.
99.2 Voting Agreement, dated as of May 11, 2003, by
and among TDG Holding Company and the
stockholders named therein
99.3 Press Release, dated May 12, 2003, issued by The
Dwyer Group, Inc.
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