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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 16, 1998
(Date of Report)
THE DWYER GROUP, INC.
(Exact name of registrant as specified in its chapter)
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 2. DISPOSITION OF ASSETS
On July 16, 1998, The Dwyer Group, Inc. (the "Company"), a Delaware corporation,
completed the sale of the majority of the assets of two of its subsidiaries,
General Business Services, Inc. ("GBS") and Edwin K. Williams & Co. ("EKW"), to
Century Business Services, Inc. ("Century"), a Delaware corporation and a
leading provider of outsourced business services to medium sized companies
throughout the United States.
The transaction was effected by means of an Asset Purchase Agreement by and
among the Company, Century, GBS, EKW and GBS Acquisition Corp., an Ohio
corporation and a subsidiary of Century ("Acquisition Sub"), by which
substantially all of the assets of GBS and EKW were sold or assigned to
Acquisition Sub. The Company received an aggregate of $3.8 million in cash and
up to 47,407 unregistered shares of Century common stock (the "Stock") subject
to certain contingencies. The Stock to be received is subject to a two-year
lock-up agreement. One-half of the stock will be earned based on the renewal of
certain GBS franchisees by December 31, 1998. Management believes that the
Company will receive substantially all of this portion of the Stock by May of
1999. The other half of the Stock will be held in escrow for two years and 90
days from the date of the agreement in order to facilitate the payment to
Century of any losses incurred by Century which are subject to indemnification
by the Company. At this time management cannot estimate the amount of this
portion of the Stock which will eventually be received by the Company.
Consideration for the transaction was determined on the basis of arm's length
negotiations by the parties.
ITEM 7(c). FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10.55 Asset Purchase Agreement by and among Century
Business Services, Inc., General Business
Services, Inc., General Tax Services, Inc.,
Edwin K. Williams & Co., GBS Acquisition Corp.
and The Dwyer Group, Inc.
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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.
Date: July 30, 1998 \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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10.55 Asset Purchase Agreement by and among Century Business
Services, Inc., General Business Services, Inc.,
General Tax Services, Inc., Edwin K. Williams & Co.,
GBS Acquisition Corp. and The Dwyer Group, Inc.