SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
THE DWYER GROUP, INC.
- --------------------------------------------------------------------------------
(NAME OF THE ISSUER)
THE DWYER GROUP, INC.
TDG HOLDING COMPANY
TDG MERGER CO.
2000 RIVERSIDE CAPITAL APPRECIATION FUND, L.P.
RIVERSIDE CAPITAL ASSOCIATES 2000, LLC
DINA DWYER-OWENS
THERESA DWYER
DARREN DWYER
ROBERT TUNMIRE
THOMAS J. BUCKLEY
DEBORAH WRIGHT-HOOD
MICHAEL BIDWELL
DONALD J. DWYER, JR.
DAVID BETHEA
MICHAEL HAWKINS
JAMES JOHNSTON, JR.
DWYER INVESTMENTS, LTD.
- --------------------------------------------------------------------------------
(NAMES OF PERSONS FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
267455 10 3
- --------------------------------------------------------------------------------
(CUSIP NUMBER OF CLASS OF SECURITIES)
(NAMES, ADDRESSES, AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT):
<Table>
DINA DWYER-OWENS THOMAS J. BUCKLEY
PRESIDENT AND CEO CHIEF FINANCIAL OFFICER
THE DWYER GROUP, INC. THE DWYER GROUP, INC.
1010 NORTH UNIVERSITY PARKS DRIVE 1010 NORTH UNIVERSITY PARKS DRIVE
WACO, TEXAS 76707 WACO, TEXAS 76707
(254) 745-2400 (254) 745-2400
</Table>
WITH COPIES TO:
- --------------------------------------------------------------------------------
<Table>
DAVID MCCARTHY SEAN M. MCAVOY MICHAEL H. NEWMAN
PAUL A. RAHE JONES DAY TELISA WEBB SCHELIN
SCHIFF HARDIN & WAITE 2882 SAND HILL ROAD, SUITE 240 GARDERE WYNNE SEWELL LLP
6600 SEARS TOWER MENLO PARK, CALIFORNIA 94025 1601 ELM STREET, SUITE 3000
CHICAGO, ILLINOIS 60606 (650) 739-3939 DALLAS, TEXAS 75201
(312) 258-5500 (214) 999-3000
</Table>
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
<Table>
<Caption>
- --------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- --------------------------------------------------------------------------------
$48,868,615.50 $3,953.47
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</Table>
* Estimated for the purposes of calculating the amount of the filing fee
only. Proposed maximum aggregate value of transaction: $48,868,615.50
(calculated on the basis of (1) 6,546,574 outstanding shares of common
stock that will receive the merger consideration multiplied by the
transaction price of $6.75, plus (2) the product of (A) 1,176,170 shares of
common stock which are subject to options or warrants to purchase shares
with an exercise price of less than $6.75 per share and (B) the difference
between $6.75 per share and the exercise price of such options or
warrants).
[X] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $ 3,953.47
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Form or Registration No.: Schedule 14A
-----------------------------------
Filing Party: The Dwyer Group, Inc.
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Date Filed: June 13, 2003
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Introduction
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Statement") is
being filed with the U.S. Securities and Exchange Commission (the "SEC") by The
Dwyer Group, Inc., a Delaware corporation and the issuer of the equity
securities that are the subject of a Rule 13e-3 transaction ("Dwyer"), TDG
Holding Company, a Delaware corporation, TDG Merger Co., a Delaware corporation
and a wholly owned subsidiary of TDG Holding Company, 2000 Riverside Capital
Appreciation Fund, L.P., an affiliate of TDG Holding Company and TDG Merger Co.,
Riverside Capital Associates 2000, LLC, an affiliate of TDG Holding Company and
TDG Merger Co., Dina Dwyer-Owens (President, CEO and Director of Dwyer), Theresa
Dwyer (Chairperson of the Board of Directors and Director of Dwyer), Darren
Dwyer, Robert Tunmire (Executive Vice President and Director of Dwyer), Thomas
J. Buckley (Vice President, Treasurer and Chief Financial Officer of Dwyer),
Deborah Wright-Hood (Vice President of Administration, Secretary and Assistant
Treasurer of Dwyer), Michael Bidwell (Chief Operating Officer of Dwyer), Donald
J. Dwyer, Jr. (Director of International Operations and Director of Dwyer),
David Bethea (President, Rainbow),Michael Hawkins (Vice President, Franchise
Sales), James Johnston, Jr. (Vice President, General Counsel) and Dwyer
Investments, Ltd. (a limited partnership controlled by members of the Dwyer
family) (collectively, the "Filing Parties"), in connection with the Agreement
and Plan of Merger, dated as of May 11, 2003, by and among Dwyer, TDG Holding
Company and TDG Merger Co. (the "Agreement"). Pursuant to the Agreement, TDG
Merger Co. will merge with and into Dwyer (the "Merger") with Dwyer as the
surviving corporation. Immediately prior to the Merger, the Rollover
Stockholders will, pursuant to the terms of a contribution agreement, contribute
a portion of their common stock, $0.10 par value per share of Dwyer (the "Common
Stock"), and/or cash to TDG Holding Company in exchange for shares of TDG
Holding Company. The "Rollover Stockholders" are Dina Dwyer-Owens, Theresa
Dwyer, Darren Dwyer, Robert Tunmire, Thomas J. Buckley, Deborah Wright-Hood,
Michael Bidwell, Donald J. Dwyer, Jr., David Bethea, Michael Hawkins, James
Johnston, Jr. and Dwyer Investments, Ltd.
If the Merger is completed, each outstanding share of Common Stock, except
for shares of Common Stock beneficially owned by the Rollover Stockholders and
TDG Holding Company and shares to which the holders perfect their appraisal
rights under Delaware law, will be converted into the right to receive $6.75 in
cash, without interest (the "Merger Consideration"), and each holder of a stock
option or a warrant granted by Dwyer to purchase shares of Common Stock will
receive in cash, without interest, for each share of Common Stock subject to
such option or warrant, the excess, if any, of the Merger Consideration over the
exercise price per share of such option or warrant. As a result of the Merger,
Dwyer will become a wholly owned subsidiary of TDG Holding Company.
Concurrently with the filing of this Statement, Dwyer is filing a
Preliminary Proxy Statement on Schedule 14A with respect to its solicitation of
proxies in connection with the special stockholders meeting at which its
stockholders will consider and vote on a proposal to adopt the Agreement and
approve the Merger. Dwyer's proxy statement with respect to such solicitation is
referred to herein as the "Proxy Statement." The Proxy Statement is Exhibit (a)
hereto, and a copy of the Agreement is attached thereto as Exhibit A. As of the
date hereof, the Proxy Statement is in preliminary form and is subject to
completion or amendment.
In accordance with the rules of the SEC, the Filing Parties are providing
the information set forth below. The information in the Proxy Statement,
including all appendices thereto, is expressly incorporated herein by reference
in response to all items of this Statement. This Statement also incorporates by
reference information from Dwyer's periodic filings with the SEC. Neither TDG
Holding Company nor TDG Merger Co. can provide assurance as to the accuracy or
completeness of the information regarding Dwyer incorporated by reference into
this Statement.
The filing of this Schedule 13E-3 shall not be construed as an admission
by TDG Holding Company, TDG Merger Co., 2000 Riverside Capital Appreciation
Fund, L.P., Riverside Capital Associates 2000, LLC or any of their affiliates
that Dwyer is "controlled" by or under common "control" with TDG Holding
Company, TDG Merger Co., 2000 Riverside Capital Appreciation Fund, L.P. or
Riverside Capital Associates 2000, LLC or that any of TDG Holding Company, TDG
Merger Co., 2000 Riverside Capital Appreciation Fund, L.P. or Riverside Capital
Associates 2000, LLC or any of their affiliates is an "affiliate" of Dwyer
within the meaning of Rule 13e-3 under Section 13(e) of the Securities Exchange
Act of 1934, as amended.
ITEM 1. SUMMARY TERM SHEET
Item 1001 of Regulation M-A.
The information contained in the sections entitled "SUMMARY TERM SHEET" and
"QUESTIONS AND ANSWERS ABOUT THE MERGER" in the Proxy Statement is incorporated
herein by this reference.
ITEM 2. SUBJECT COMPANY INFORMATION
Item 1002 of Regulation M-A.
(a) The information contained in the sections entitled "QUESTIONS AND ANSWERS
ABOUT THE MERGER - Who can help answer my questions?" and "THE PARTICIPANTS" in
the Proxy Statement is incorporated herein by this reference.
(b) As of the date of this filing, there are 7,086,931 shares of Common Stock
issued and outstanding.
(c) The information contained in the section entitled "MARKET AND MARKET PRICE -
Market Information" in the Proxy Statement is incorporated herein by this
reference.
(d) The information contained in the section entitled "MARKET AND MARKET PRICE -
Dividends" in the Proxy Statement is incorporated herein by this reference.
(e) Not applicable.
(f) Not applicable.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Item 1003 of Regulation M-A.
(a) - (c) The information contained in the section entitled "THE PARTICIPANTS"
in the Proxy Statement and contained in "Exhibit D" to the Proxy Statement is
incorporated herein by this reference.
ITEM 4. TERMS OF THE TRANSACTION
Item 1004 of Regulation M-A.
(a)(1) Not applicable.
(a)(2)(i), (ii) The information contained in the sections entitled "SUMMARY TERM
SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER" and "THE MERGER AGREEMENT" in
the Proxy Statement is incorporated herein by this reference.
(a)(2)(iii) The information in the sections entitled "QUESTIONS AND ANSWERS
ABOUT THE MERGER - Why is the board of directors recommending that I vote in
favor of the merger agreement?," "SPECIAL FACTORS - Background of the Merger,"
"SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness of the
Merger," "SPECIAL FACTORS - Reasons for the Special Committee's Determination"
and "SPECIAL FACTORS - Reasons for the Board of Directors' Determination" in the
Proxy Statement is incorporated herein by this reference.
(a)(2)(iv) The information contained in the sections entitled "SUMMARY TERM
SHEET - THE SPECIAL MEETING - Record Date, Quorum and Vote Required," "QUESTIONS
AND ANSWERS ABOUT THE MERGER - What vote is required to adopt the merger
agreement and approve the merger?" and "THE SPECIAL MEETING - Record Date and
Voting Information" in the Proxy Statement is incorporated herein by this
reference.
(a)(2)(v) The information contained in the sections entitled "SPECIAL FACTORS -
Effects of the Merger" and "SPECIAL FACTORS - Interests of Certain Officers and
Directors of Dwyer and the Rollover Stockholders in the Merger" in the Proxy
Statement is incorporated herein by this reference.
(a)(2)(vi) The information contained in the section entitled "SPECIAL FACTORS -
Anticipated Accounting Treatment of Merger" in the Proxy Statement is
incorporated herein by this reference.
(a)(2)(vii) The information contained in the section entitled "SPECIAL FACTORS -
Federal Income Tax Consequences" in the Proxy Statement is incorporated herein
by this reference.
(c) The information contained in the sections entitled "SPECIAL FACTORS -
Interests of Certain Officers and Directors of Dwyer and the Rollover
Stockholders in the Merger" and "SPECIAL FACTORS - Effects of the Merger" in the
Proxy Statement is incorporated herein by this reference.
(d) The information contained in the section entitled "SPECIAL FACTORS -
Appraisal Rights" in the Proxy Statement and contained in "Exhibit B" to the
Proxy Statement is incorporated herein by this reference.
(e) The information contained in the sections entitled "SPECIAL FACTORS -
Appraisal Rights" and "WHERE STOCKHOLDERS CAN FIND MORE INFORMATION" in the
Proxy Statement is incorporated herein by this reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 1005 of Regulation M-A.
(a) The information contained in the sections entitled "SPECIAL FACTORS -
Interests of Certain Officers and Directors of Dwyer and the Rollover
Stockholders in the Merger" and "SPECIAL FACTORS - Transactions with Affiliates"
in the Proxy Statement is incorporated herein by this reference.
(b), (c) The information contained in the section entitled "SPECIAL FACTORS -
Background of the Merger" in the Proxy Statement is incorporated herein by this
reference.
(e) The information contained in the sections entitled "SUMMARY TERM SHEET - THE
SPECIAL MEETING - Record Date, Quorum and Vote Required," "SUMMARY TERM SHEET -
THE MERGER - Interests in the Merger of Management and the Rollover
Stockholders," "THE SPECIAL MEETING - Record Date and Voting Information,"
"SPECIAL FACTORS - Background of the Merger," "SPECIAL FACTORS - Interests of
Certain Officers and Directors of Dwyer and the Rollover Stockholders in the
Merger - Voting Agreement," "SPECIAL FACTORS - Interests of Certain Officers and
Directors of Dwyer and the Rollover Stockholders in the Merger - Equity Interest
of Rollover Stockholders in TDG Holding Company," "SPECIAL FACTORS - Interests
of Certain Officers and Directors of Dwyer and the Rollover Stockholders in the
Merger - Rights Pursuant to Stockholders Agreement," "SPECIAL FACTORS -
Interests of Certain Officers and Directors of Dwyer and the Rollover
Stockholders in the Merger - Stock Options for Certain Executive Officers and
Directors," "SPECIAL FACTORS - Merger Financing" and "THE MERGER AGREEMENT -
Treatment of Stock Options" in the Proxy Statement is incorporated herein by
this reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Item 1006 of Regulation M-A.
(b) The information contained in the sections entitled "THE MERGER AGREEMENT -
Conversion of Common Stock" and "THE MERGER AGREEMENT - Treatment of Stock
Options" in the Proxy Statement is incorporated herein by this reference.
(c) The information contained in the sections entitled "SPECIAL FACTORS -
Effects of the Merger" and "SPECIAL FACTORS - Interests of Certain Officers and
Directors of Dwyer and the Rollover Stockholders in the Merger" in the Proxy
Statement is incorporated herein by this reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Item 1013 of Regulation M-A.
The information contained in the sections entitled "SUMMARY TERM SHEET,"
"SPECIAL FACTORS - Background of the Merger," "SPECIAL FACTORS -Recommendation
of the Board of Directors; Fairness of the Merger," "SPECIAL FACTORS - Position
of the Rollover Stockholders, Riverside, RCAF 2000, TDG Holding Company and TDG
Merger Co. as to the Fairness of the Merger," "SPECIAL FACTORS - Reasons for the
Special
Committee's Determination," "SPECIAL FACTORS - Purpose and Structure of the
Merger," "SPECIAL FACTORS - Alternatives to the Merger," "SPECIAL FACTORS
- -Effects of the Merger," "QUESTIONS AND ANSWERS ABOUT THE MERGER - What will
happen to Dwyer as a result of the merger?" and "SPECIAL FACTORS - Federal
Income Tax Consequences" in the Proxy Statement is incorporated herein by this
reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
Item 1014 of Regulation M-A.
(a), (b) The information contained in the sections entitled "SUMMARY TERM
SHEET," "QUESTIONS AND ANSWERS ABOUT THE MERGER," "SPECIAL FACTORS -
Recommendation of the Board of Directors; Fairness of the Merger," "SPECIAL
FACTORS - Position of the Rollover Stockholders, Riverside, RCAF 2000, TDG
Holding Company and TDG Merger Co. as to the Fairness of the Merger - Position
of the Rollover Stockholders as to the Fairness of the Merger," and "SPECIAL
FACTORS - Opinion of Financial Advisor to the Board of Directors and the Special
Committee" is incorporated by reference with respect to the belief of Dwyer and
the Rollover Stockholders as to fairness of the Merger and "SPECIAL FACTORS -
Position of the Rollover Stockholders, Riverside, RCAF 2000, TDG Holding Company
and TDG Merger Co. as to the Fairness of the Merger - Position of Riverside,
RCAF 2000, TDG Holding Company and TDG Merger Co. as to the Fairness of the
Merger" in the Proxy Statement is incorporated herein by this reference with
respect to the belief of Riverside, RCAF 2000, TDG Holding Company and TDG
Merger Co. as to fairness of the Merger.
(c) The information contained in the sections entitled "SUMMARY TERM SHEET -
Special Meeting - Record Date, Quorum and Vote Required," "QUESTIONS AND ANSWERS
ABOUT THE MERGER - What vote is required to adopt the merger agreement and
approve the merger?," and "THE SPECIAL MEETING - Record Date and Voting
Information" in the Proxy Statement is incorporated herein by this reference.
(d) The information contained in the sections entitled "SUMMARY TERM SHEET,"
"SPECIAL FACTORS - Background of the Merger," "SPECIAL FACTORS - Opinion of
Financial Advisor to the Board of Directors and the Special Committee" and
"SPECIAL FACTORS - Recommendation of the Board of Directors; Fairness of the
Merger" in the Proxy Statement is incorporated herein by this reference.
(e) The information contained in the sections entitled "SUMMARY TERM SHEET,"
"QUESTIONS AND ANSWERS ABOUT THE MERGER," and "SPECIAL FACTORS - Recommendation
of the Board of Directors; Fairness of the Merger" in the Proxy Statement is
incorporated herein by this reference.
(f) The information contained in the section entitled "SPECIAL FACTORS -
Background of the Merger" in the Proxy Statement is incorporated herein by this
reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
Item 1015 of Regulation M-A.
The information contained in the sections entitled "SPECIAL FACTORS - Background
of the Merger" and "SPECIAL FACTORS - Opinion of Financial Advisor to the Board
of Directors and the Special Committee" in the Proxy Statement and contained in
"Exhibit C" to the Proxy Statement is incorporated herein by this reference.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 1007 of Regulation M-A.
(a), (b) and (d) The information contained in the sections entitled "SUMMARY
TERM SHEET - THE MERGER - Merger Financing; Source of Funds" and SPECIAL FACTORS
- - Merger Financing" in the Proxy Statement is incorporated herein by this
reference.
(c) The information contained in the sections entitled "SPECIAL FACTORS -
Compensation of the Special Committee" and "SPECIAL FACTORS - Estimated Fees and
Expenses of the Merger" in the Proxy Statement is incorporated herein by this
reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 1008 of Regulation M-A.
(a) The information contained in the section entitled "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS" in the Proxy Statement is incorporated herein by this
reference.
(b) Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION
Item 1012 of Regulation M-A.
(d) - (e) The information contained in the sections entitled "SUMMARY TERM SHEET
- - THE SPECIAL MEETING - Record Date, Quorum and Vote Required," "SUMMARY TERM
SHEET - THE MERGER - Interests in the Merger of Management and the Rollover
Stockholders," "THE SPECIAL MEETING - Record Date and Voting Information,"
"SPECIAL FACTORS - Background of the Merger," "SPECIAL FACTORS - Interests of
Certain Officers and Directors of Dwyer and the Rollover Stockholders in the
Merger - Voting Agreement" and "SPECIAL FACTORS - Position of the Rollover
Stockholders, Riverside, RCAF 2000, TDG Holding Company and TDG Merger Co. as to
the Fairness of the Merger" in the Proxy Statement is incorporated herein by
this reference.
P
ITEM 13. FINANCIAL STATEMENTS
Item 1010 of Regulation M-A.
(a) The information contained in the sections entitled "DWYER SELECTED
HISTORICAL FINANCIAL DATA," "DWYER PRO FORMA FINANCIAL DATA" and "WHERE
STOCKHOLDERS CAN FIND MORE INFORMATION" in the Proxy Statement is incorporated
herein by this reference. The information contained in the section entitled
"Item 7. FINANCIAL STATEMENTS" in Dwyer's Annual Report on Form 10-KSB for the
Fiscal Year ended December 31, 2002 is incorporated herein by this reference.
The information contained in the section entitled "Item 1. Financial Statements"
in Dwyer's most recent Quarterly Report on Form 10-QSB is incorporated herein by
this reference.
(b) Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Item 1009 of Regulation M-A.
(a) and (b) The information contained in the sections entitled "SUMMARY TERM
SHEET" and "THE SPECIAL MEETING - Expenses of Proxy Solicitation" in the Proxy
Statement is incorporated herein by this reference.
ITEM 15. ADDITIONAL INFORMATION
Item 1011 of Regulation M-A.
(b) The information contained in the Proxy Statement is incorporated herein by
this reference.
ITEM 16. EXHIBITS
Item 1016 of Regulation M-A.
(a) The Proxy Statement (incorporated herein by reference as filed by Dwyer)
(b)(1) Letter, dated April 23, 2003, from Massachusetts Mutual Life Insurance
Company to The Riverside Company.*
(b)(2) Letter, dated May 9, 2003, from Madison Capital Funding LLC to The
Riverside Company.*
(c)(1) Fairness Opinion of William Blair & Company, dated May 10, 2003
(incorporated herein by reference to Exhibit C to the Proxy Statement)
(d)(1) Agreement and Plan of Merger, dated as of May 11, 2003, among The Dwyer
Group, Inc., TDG Holding Company and TDG Merger Co. (incorporated herein
by reference to Exhibit A to the Proxy Statement)
(d)(2) Voting Agreement, dated as of May 11, 2003, by and among TDG Holding
Company and the stockholders named therein (incorporated herein by
reference to Exhibit 99.2 to Dwyer's Current Report on Form 8-K dated
May 11, 2003)
(f) Section 262 of the Delaware General Corporation Law (incorporated herein
by reference to Exhibit B to the Proxy Statement)
(g) Not applicable.
* Filed herewith
SIGNATURES
After due 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.
Dated: June 13, 2003
THE DWYER GROUP, INC.
By: /s/ Dina Dwyer-Owens
--------------------------------------
Name: Dina Dwyer-Owens
Title: President and
Chief Executive Officer
TDG HOLDING COMPANY
By: /s/ STUART BAXTER
--------------------------------------
Name: Stuart Baxter
Title: President
TDG MERGER CO.
By: /s/ STUART BAXTER
--------------------------------------
Name: Stuart Baxter
Title: President
2000 Riverside Capital Appreciation Fund, L.P.
By: Riverside Capital Associates 2000, LLC,
its General Partner
By: /s/ BELA SZIGETHY
--------------------------------------
Name: Bela Szigethy
Title: Co-CEO
RIVERSIDE CAPITAL ASSOCIATES 2000, LLC
By: /s/ BELA SZIGETHY
--------------------------------------
Name: Bela Szigethy
Title: Co-CEO
/s/ Dina Dwyer-Owens
----------------------------------------------
Dina Dwyer-Owens
/s/ Theresa Dwyer
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Theresa Dwyer
/s/ Darren Dwyer
----------------------------------------------
Darren Dwyer
/s/ Robert Tunmire
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Robert Tunmire
/s/ Thomas J. Buckley
----------------------------------------------
Thomas J. Buckley
/s/ Deborah Wright-Hood
----------------------------------------------
Deborah Wright-Hood
/s/ Michael Bidwell
----------------------------------------------
Michael Bidwell
/s/ Donald J. Dwyer, Jr.
----------------------------------------------
Donald J. Dwyer, Jr.
/s/ David Bethea
----------------------------------------------
David Bethea
/s/ Michael Hawkins
----------------------------------------------
Michael Hawkins
/s/ James Johnston, Jr.
----------------------------------------------
James Johnston, Jr.
DWYER INVESTMENTS, LTD.
By: /s/ Theresa Dwyer
--------------------------------------
Name: Theresa Dwyer
Title: Managing Partner
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a) The Proxy Statement (incorporated herein by reference as filed
by Dwyer)
(b)(1) Letter, dated April 23, 2003, from Massachusetts Mutual Life
Insurance Company to The Riverside Company.*
(b)(2) Letter, dated May 9, 2003, from Madison Capital Funding LLC to
The Riverside Company.*
(c)(1) Opinion of William Blair & Company ("William Blair"), dated May
10, 2003 (incorporated herein by reference to Exhibit C to the
Proxy Statement)
(d)(1) Agreement and Plan of Merger, dated as of May 11, 2003, among
The Dwyer Group, Inc., TDG Holding Company and TDG Merger Co.
(incorporated herein by reference to Exhibit A to the Proxy
Statement)
(d)(2) Voting Agreement, dated as of May 11, 2003, by and among TDG
Holding Company and the stockholders named therein (incorporated
herein by reference to Exhibit 99.2 to Dwyer's Current Report on
Form 8-K dated May 11, 2003)
(f) Section 262 of the Delaware General Corporation Law
(incorporated herein by reference to Exhibit B to the Proxy
Statement)
(g) Not applicable.
</Table>
* Filed herewith.