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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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July 31, 1997
(Date of Report)
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 of file number) identification no.)
incorporation or
organization)
1010 N. University Parks Drive
Waco, Texas 76707
(Address of principal executive offices)
(254) 745-2400
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
As of June 1, 1993, The Dwyer Group, Inc., a Delaware corporation (the
"Company"), Rainbow International Carpet Dyeing and Cleaning Co., a Texas
corporation ("Rainbow"), Pride Venture Capital, Inc., a Texas corporation doing
business under the name General Business Services ("GBS"), and Mr. Donald J.
Dwyer, Sr. ("Mr. Dwyer") entered into that certain Agreement and Plan of
Reorganization and Share Exchange, dated as of June 1, 1993 (the "Reorganization
Agreement"), pursuant to which Mr. Dwyer was issued shares of the Company's
common stock, $.20 par value per share, in exchange for all of the outstanding
stock of Rainbow and GBS (the "Exchange") and GBS and Rainbow became wholly
owned subsidiaries of the Company.
Pursuant to the Reorganization Agreement and the Exchange, Mr. Dwyer was
issued 8,071,110 shares of Common Stock, of which 680,600 shares were to be
placed in escrow pursuant to the Reorganization Agreement until GBS met certain
earnings requirements. Subsequent to such issuance, the Company effected a one
for two reverse stock split such that Mr. Dwyer's common stock, par value after
split of $.10 per share ("Common Stock"), issued in the Exchange became
4,035,555 shares of Common Stock, of which 340,300 shares (the "Escrow Shares")
were issued (evidenced by Certificate No. 509 dated June 14, 1993) and were to
be placed in escrow until GBS achieved certain earnings targets as contemplated
by the Reorganization Agreement. However, the material definitive terms of the
escrow were never resolved.
Mr. Dwyer is now deceased and his spouse, Theresa Dwyer, and his son,
Donald J. Dwyer, Jr., have been duly appointed and qualified and are serving as
the personal representatives of Mr. Dwyer's Estate (the "Estate") and the Dwyer
Family Trust (the "Trust"). In lieu of the escrow arrangement contemplated by
the Reorganization Agreement, and in order to more accurately represent the
intent of the parties, the Company and personal representatives of Mr. Dwyer,
the Estate and the Trust, have entered into an Agreement relating to the Escrow
Shares, to be effective as of June 1, 1993 (the "Agreement").
The Board of Directors of the Company formed the GBS Exchange Committee
comprised of its three outside directors to negotiate and approve the terms of
the Agreement on behalf of the Company and to determine whether the earnings
targets have been met. Upon approval of such committee on July 10, 1997, the
Company and such personal representatives signed the Agreement to be effective
as of June 1, 1993, the form of which is attached to the 8-K as an exhibit.
The Agreement provides for the cancellation of the Escrow Shares and such
shares have been returned to the authorized but unissued shares of the Company's
Common Stock as of June 1, 1993. Pursuant to the Agreement, 340,300 new shares
of Common Stock (the "Contingent Shares") have been reserved by the Company's
Board of Directors out of the Company's authorized but unissued Common Stock and
may subsequently be issued to the successors and assigns of Mr. Dwyer if certain
earnings targets are achieved by GBS or if GBS is sold to a third party in
certain transactions as provided in the Agreement.
As of June 30, 1997, after giving effect to the cancellation of the Escrow
Shares, the Company had 6,775,427 shares of Common Stock issued and outstanding.
ITEM 7. FINANCIAL STATEMENTS and EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
4.3 Agreement dated as of June 1, 1993 between the Company under
its prior name, Mr. Rooter Corporation, and the personal
representatives of Mr. Donald J. Dwyer, Sr., the Estate and
The Trust.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE DWYER GROUP, INC.
Dated: July 31, 1997 By: /s/ THOMAS J. BUCKLEY
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Thomas J. Buckley
Chief Financial Officer and Treasurer