<PAGE> 1
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. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
DAWSON PRODUCTION SERVICES, 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
- - --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
DAWSON PRODUCTION SERVICES, INC.
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 29, 1996
AND PROXY STATEMENT
<PAGE> 3
Table of Contents
<TABLE>
<S> <C>
NOTICE OF ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Solicitation and Revocability of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Voting Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . 4
Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Meetings of the Board of Directors; Board Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Compensation of Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Stock Option Grants in 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Stock Option Exercises and Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Compensation Committee Report on Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Compliance with Section 16(a) of the Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Shareholder Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
i
<PAGE> 4
[logo]
DAWSON PRODUCTION SERVICES, INC.
________________________________________________________________________________
Notice of Annual Meeting of Shareholders
August 29, 1996
________________________________________________________________________________
To the Shareholders of Dawson Production Services, Inc.:
Notice is hereby given that the 1996 Annual Meeting of Shareholders
(the "Annual Meeting") of Dawson Production Services, Inc. (the "Company") will
be held on August 29, 1996, at 10:00 a.m. Central Daylight Time, at The
Petroleum Club, which is located at 8620 North New Braunfels Drive, San
Antonio, Texas, for the purpose of considering and acting upon the following
matters:
(1) To elect directors to hold office in accordance with the
Company's Bylaws;
(2) To ratify the appointment of KPMG Peat Marwick LLP as the
Company's independent accountants and auditors for the 1997 fiscal year; and
(3) To consider and act upon any matter incident to the foregoing
purposes and to transact such other business as may properly come before the
meeting or any adjournments thereof.
The record date for the meeting has been established to be July 15,
1996. Only shareholders of record at the close of business on that date will
be entitled to notice of and to vote at, the Annual Meeting or any adjournments
thereof. You are cordially invited to attend the Annual Meeting. Shareholders
wishing to attend the Annual Meeting should bring proper identification and
evidence of their ownership of shares in the Company's voting securities.
EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE STILL REQUESTED
TO SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED,
STAMPED ENVELOPE. IF YOU ATTEND, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN
THOUGH YOU HAVE SENT IN YOUR PROXY.
By Order of the Board of Directors
---------------------------------------
Karen L. Richter, Secretary
1
<PAGE> 5
DAWSON PRODUCTION SERVICES, INC.
901 N.E. Loop 410, Suite 700
San Antonio, Texas 78209-1306
------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
------------------------------
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished by the Board of Directors of Dawson
Production Services, Inc., a Texas corporation (the "Company"), in connection
with the solicitation of proxies on behalf of the Company for use at the Annual
Meeting of Shareholders to be held at 10:00 a.m. CDT, on Thursday, August 29,
1996 (the "Meeting") at The Petroleum Club, 8620 North New Braunfels Drive, San
Antonio, Texas and at any adjournments thereof. When properly executed proxies
in the accompanying form are received, the shares represented thereby will be
voted at the Meeting in accordance with the directions noted thereon. If no
direction is indicated, such shares will be voted for the election of the
directors and the appointed auditors, as set forth in the Notice of Annual
Meeting attached to this Proxy Statement.
Management does not intend to present any business for a vote at the
Meeting other than the matters set forth in the accompanying Notice of Annual
Meeting, and it has no information that others will do so. If other matters
requiring the vote of the shareholders properly come before the Meeting, it is
the intention of the persons named in the attached form of proxy to vote the
proxies held by them in accordance with their judgment on such matters.
Any shareholder giving a proxy has the power to revoke that proxy at
any time before it is voted. A proxy may be revoked by filing with the
Secretary of the Company either a written revocation or a duly executed proxy
bearing a date subsequent to the date of the proxy being revoked. Any
shareholder may attend the Meeting and vote in person, whether or not such
shareholder has previously submitted a proxy.
In addition to soliciting proxies by mail, officers and regular
employees of the Company may solicit the return of proxies personally or by
telephone. Brokerage houses and other custodians, nominees and fiduciaries may
be requested to forward solicitation material to the beneficial owners of
stock.
The Company will bear the cost of preparing, printing, assembling and
mailing the Notice of Annual Meeting, this Proxy Statement, the enclosed form
of proxy and any additional material, as well as the cost of forwarding
solicitation material to and soliciting proxies from the beneficial owners of
stock.
This Proxy Statement and the accompanying form of proxy are first
being sent or given to the Company's shareholders on or about July 29, 1996.
2
<PAGE> 6
VOTING SECURITIES
The record date for determining shareholders entitled to notice of and
to vote at the Meeting is the close of business on July 15, 1996. On that date
there were 6,391,125 issued and outstanding shares of the Company's $.01 par
value Common Stock (the "Common Stock"), held of record by 137 persons. The
Common Stock is the Company's only class of voting securities outstanding.
Each share of the Company's Common Stock is entitled to one vote for the
election of directors and on any other matter that may be acted upon at the
Meeting. The Company's Articles of Incorporation do not permit cumulative
voting.
ADDITIONAL INFORMATION
The Company shall provide without charge to each shareholder of the
Company upon the written request of such shareholder a copy of the Company's
annual report on Form 10-K, including the financial statements and the
financial statement schedules, required to be filed with the Securities and
Exchange Commission pursuant to Rule 13a-1 under the Securities Exchange Act of
1934, as amended (the "1934 Act"), for the Company's most recent fiscal year.
The Company also shall provide without charge by first class or other equally
prompt means within one business day of receipt of a written or oral request
from a person to whom this proxy statement is delivered a copy of any and all
information that has been incorporated herein by reference. Shareholders
should address such requests to Mr. P. Mark Stark, Chief Financial Officer of
the Company, at 901 N.E. Loop 410, Suite 700, San Antonio, Texas 78209.
3
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of June 3, 1996 by (i) each
director of the Company, (ii) each Named Executive Officer (as hereinafter
defined), (iii) each person known or believed by the Company to own
beneficially 5% or more of the Common Stock and (iv) all directors and
executive officers as a group. Unless otherwise indicated, each person has
sole voting and dispositive power with respect to such shares.
<TABLE>
<CAPTION>
Number of Percent Beneficially
Name of Beneficial Owner Shares Owned(1)
------------------------ ------ --------------------
<S> <C> <C> <C>
RIMCO Partners, L.P.
RIMCO Partners, L.P. II
RIMCO Partners, L.P. III
RIMCO Partners, L.P. IV . . . . . . . . . . . . . . . . . . 1,050,133 (2) 16%
Resource Investors Management Company Limited
Partnership, their general partner
RIMCO Associates, Inc., its general partner
22 Waterville Road
Avon, Connecticut 06001
FMR Corp. 812,760 (3) 13%
82 Devonshire, E20E
Boston, Massachusetts 02109
H. A. Abshier, Jr. . . . . . . . . . . . . . . . . . . . . . . 390,121 (4) 6%
c/o Triad Ventures Limited II
4901 Spicewood Springs Road, Suite 200
Austin, Texas 78759
Triad Ventures Limited II . . . . . . . . . . . . . . . . . . . 369,516 (5) 6%
Triad II Management Company, L.P., its general partner,
H.A. Abshier, Jr., its general partner
4901 Spicewood Springs Road, Suite 200
Austin, Texas 78759
Michael E. Little . . . . . . . . . . . . . . . . . . . . . . . 198,345 (6) 3%
J. Michael Bell . . . . . . . . . . . . . . . . . . . . . . . . 60,200 (7) 1%
Joseph B. Eustace . . . . . . . . . . . . . . . . . . . . . . . 42,138 (8) *
P. Mark Stark . . . . . . . . . . . . . . . . . . . . . . . . . --
Wm. Ward Greenwood . . . . . . . . . . . . . . . . . . . . . . 21,804 (9) *
Douglas D. Lewis . . . . . . . . . . . . . . . . . . . . . . . 19,633 (10) *
Paul E. McCollam . . . . . . . . . . . . . . . . . . . . . . . 1,063,033 (11) 17%
c/o RIMCO Associates, Inc.
22 Waterville Road
Avon, Connecticut 06001
Stephen F. Oakes . . . . . . . . . . . . . . . . . . . . . . . 8,600 (12) *
c/o RIMCO Associates, Inc.
22 Waterville Road
Avon, Connecticut 06001
Lawrence C. Petrucci . . . . . . . . . . . . . . . . . . . . . 4,300 (13) *
Russell Banks . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 *
All executive officers and directors . . . . . . . . . . . . . 1,809,174 28%
</TABLE>
- - -----------------------
* Less than 1%
(Footnotes continued on following page)
4
<PAGE> 8
(1) Shares of Common Stock that are not outstanding but that can be
acquired by a person within 60 days upon exercise of an option or
similar right are included in the number of shares beneficially owned
and in computing the percentage for such person but are not included in
the number of shares beneficially owned and in computing the percentage
for any other person.
(2) RIMCO Partners, L.P., RIMCO Partners, L.P. II, RIMCO Partners, L.P. III
and RIMCO Partners, L.P. IV (the "RIMCO Parties") are limited
partnerships; the general partner of each is Resource Investors
Management Company Limited Partnership, and its general partner is
RIMCO Associates, Inc. Voting and investment power over the shares
held by the RIMCO Parties is exercised by the managing directors of
Resource Investors Management Company Limited Partnership, and by the
officers and directors of RIMCO Associates, Inc. Messrs. McCollam and
Oakes, directors of the Company, are managing directors of Resource
Investors Management Company Limited Partnership.
(3) FMR Corp. may be deemed the beneficial owner of approximately 812,760
shares of Common Stock. This number includes (i) 177,536 shares
beneficially owned by Fidelity Management & Research Company ("FMR
Co."), a wholly owned subsidiary of FMR Corp., as a result of FMR Co.
serving as investment adviser to an investment company registered under
the Investment Company Act of 1940; and (ii) 695,224 shares
beneficially owned by Fidelity Management Trust Company ("FMTC")
another wholly owned subsidiary of FMR Corp., as a result of FMTC
serving as investment manager for certain other funds generally offered
to limited groups of investors. FMR Corp. has no voting power with
respect to the shares owned by FMR Co. and sole dispositive power with
respect to those shares, and FMR Corp. has sole voting and dispositive
power with respect to the shares owned by FMTC.
(4) Includes 369,516 shares of Common Stock beneficially owned by Triad
Ventures Limited II and immediately exercisable options to purchase
12,900 shares of Common Stock. Mr. Abshier intends to direct to Triad
Ventures Limited II the economic benefit of options to acquire 8,600
shares of Common Stock, which were acquired in his capacity as a
director of the Company. Mr. Abshier has resigned from the Board of
Directors effective June 19, 1996.
(5) Triad Ventures Limited II is a limited partnership; its general partner
is Triad II Management Company, L.P. ("Triad Management"). Voting and
investment power over the shares held by Triad Ventures Limited II is
exercised by H.A. Abshier, Jr., a former director of the Company, Lloyd
M. Bentsen III and Mary Bass, each of whom is a general partner of
Triad Management.
(6) Includes immediately exercisable options to purchase 60,200 shares of
Common Stock.
(7) Includes 43,000 shares owned by HixVen Partners, of which Mr. Bell, a
director of the Company, is the managing general partner, and with
respect to which shares he exercises sole voting and investment power.
Also includes immediately exercisable options for the purchase of
12,900 shares of Common Stock, and 4,300 shares of Common Stock owned
by Mr. Bell's wife as to which Mr. Bell disclaims any beneficial
ownership.
(8) Includes immediately exercisable options to purchase 20,141 shares of
Common Stock.
5
<PAGE> 9
(9) Includes 4,080 shares held by Nueces Ventures, Inc., of which Mr.
Greenwood is the sole shareholder, and immediately exercisable options
held by Mr. Greenwood to purchase 12,900 shares of Common Stock.
(10) Includes immediately exercisable options to purchase 12,900 shares of
Common Stock.
(11) Includes 1,050,133 shares of Common Stock beneficially owned by the
RIMCO Parties and immediately exercisable options to purchase
12,900 shares of Common Stock. Mr. McCollam intends to direct to
the RIMCO Parties the economic benefit of any options he has
acquired in his capacity as a director of the Company.
(12) Represents immediately exercisable options to purchase shares of Common
Stock.
(13) Represents immediately exercisable options to purchase shares of Common
Stock.
6
<PAGE> 10
ELECTION OF DIRECTORS
A Board of Directors is to be elected, with each director elected to
hold office until the next Annual Meeting of Shareholders or until his
successor shall be elected or appointed. The persons whose names are set forth
as proxies in the enclosed form of proxy will vote all shares over which they
have control "FOR" the election of the Board of Directors' nominees unless
otherwise directed. Although the Board of Directors of the Company does not
contemplate that any of the nominees will be unable to serve, if such a
situation should arise prior to the Meeting, the appointed proxies will use
their discretionary authority pursuant to the proxy and vote in accordance with
their best judgment. The affirmative vote of a plurality of holders of the
outstanding shares of Common Stock represented at a meeting at which a quorum
is present is required to elect each director nominee.
The Company's Bylaws provide that the affairs of the Company shall be
conducted by a Board of Directors composed of nine members and empower the
Board to increase or decrease the number of directors by resolution adopted by
a majority of the Board. Eight directors have been nominated for election at
the next Annual Meeting, and, if all nominees are elected, one vacancy will
exist on the Board of Directors. No proxy will be voted for a greater number
of persons than eight. If deemed in the best interests of the Company, the
Board of Directors (pursuant to authority contained in the Bylaws) may,
subsequent to the Annual Meeting of Shareholders, appoint one additional
qualified person to fill any vacancy which then exists pending the next annual
meeting of shareholders, or if no vacancy exists, increase the size of the
Board of Directors and appoint one person to fill the vacancy created by that
increase.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of the Company and their
respective ages and positions are as follows:
<TABLE>
<CAPTION>
Name Age Position
- - ---- --- --------
<S> <C> <C>
Michael E. Little(1) 41 Chairman of the Board, President and Chief
Executive Officer
Joseph B. Eustace 41 Vice President of Operations and Chief
Operating Officer
P. Mark Stark 41 Chief Financial Officer
Russell Banks 76 Director
J. Michael Bell(2) 57 Director
Wm. Ward Greenwood(1) 43 Director
Douglas D. Lewis(2) 50 Director
Paul E. McCollam(2) 51 Director
Stephen F. Oakes(3) 46 Director
Lawrence C. Petrucci(3) 37 Director
</TABLE>
- - ---------------------------
(1) Member of the Nominations Committee
(2) Member of the Compensation Committee
(3) Member of the Audit Committee
7
<PAGE> 11
Each of the current members of the Board of Directors has been
nominated to serve as a director in the upcoming year and has consented to be
named in this Proxy Statement and to serve as a director, if elected. Please
refer to the table beginning on page 4 of this Proxy Statement under the
caption "Security Ownership of Certain Beneficial Owners and Management" which
sets forth certain additional information with respect to each of the nominees
as of June 3, 1996.
Michael E. Little has been President, Chief Executive Officer and a
director of the Company since 1982 and Chairman of the Board since 1983. From
1980 to 1982, he was vice president of Cambern Engineering, Inc., a company
that provided drilling and completion consulting services in the Texas Gulf
Coast area. From 1976 to 1980, he was employed by Chevron USA as a drilling
foreman in Midland, Texas and as a drilling engineer in New Orleans,
Louisiana. Mr. Little received his Bachelor of Science degree in Petroleum
Engineering in 1978 from Texas Tech University.
Joseph B. Eustace has served as the Vice President of Operations and
Chief Operating Officer of the Company since March 1983. From June 1981 to
March 1982, he served as assistant manager of ServRigs, Inc., the Company's
largest competitor at the time. Mr. Eustace received his Bachelor of Arts
degree in Agribusiness in 1978 from Texas Tech University.
P. Mark Stark has served as Chief Financial Officer of the Company
since January 1996. From 1991 through 1995, he was chief financial officer of
the Y.O. Ranch and family holdings of the Schreiner family which has interests
in agribusiness, tourism, lodging and retail and real estate development. From
1979 through 1991, Mr. Stark was employed by Shelton Ranch Corporation and its
successor, Texas Hill Country Orchards, LLP, serving as chief financial
officer from 1984 through 1991. His duties with Shelton Ranch Corporation
included serving as treasurer of Shelton Energy Resources, Ltd., an oil and
gas exploration and production partnership among Shelton Ranch Corporation,
Prudential Insurance Company of America and Shell Oil Company. Mr. Stark
received his Bachelor of Business Administration degree in Finance from the
University of Texas in 1977, and his Master of Business Administration degree
in 1978 from Southern Methodist University.
Russell Banks has served as director of the Company since April 1996.
From 1962 to 1995, Mr. Banks was president and chief executive officer of Grow
Group, Inc., a New York Stock Exchange listed company. Since 1995, Mr. Banks
has been a principal of Russell Banks & Co., Ltd., a financial consulting
firm. Mr. Banks is also on the Board of Directors of GVC Corporation. Mr.
Banks has been named as a defendant in certain litigation relating to his
service as a director of two other companies. All other directors of those
companies were also named as defendants. Counsel to one of the companies has
taken the position that all the claims against that company and Mr. Banks are
without merit and will be vigorously defended. Counsel to the other company
and to its Board of Directors has taken the position that the claims against
that company and Mr. Banks and all the other directors are without merit and
will also be vigorously defended. Mr. Banks was appointed to the Board of
Directors pursuant to an agreement that provided a former director, Kevin P.
Collins, the right, upon his departure from the Board, to designate a
successor Board member, subject to the approval of such successor by the
Board. The Board has approved Mr. Banks as a successor member.
J. Michael Bell has been a director of the Company since 1982. For
more than the past five years, he has served as the president of Southwest
Venture Management Company, a firm that provides investment management and
advisory services to three venture capital funds. Mr. Bell also serves as the
managing general partner of each of these funds, one of which is HixVen
Partners, a shareholder of the Company.
Wm. Ward Greenwood has been a director of the Company since 1983. Mr.
Greenwood served as Chief Financial Officer of the Company from December 1994
through December 1995. Mr. Greenwood has been since 1990, and is currently the
president and sole shareholder of Nueces Ventures, Inc. ("Nueces"), a
8
<PAGE> 12
firm that provides financial consulting services with respect to acquisitions
and capital formation. Since October 1995, he has also served as a principal of
First Capital Group of Texas II, L.P., a private equity fund. Since 1982, Mr.
Greenwood has provided financial consulting services to the Company, most
recently through Nueces. See "Certain Relationships and Related Transactions."
Douglas D. Lewis has been a director of the Company since 1982. Since
1972, Mr. Lewis has been in the real estate construction, development and
management business, most recently as principal of Vanguard Development, Inc.,
which he formed in 1987.
Paul E. McCollam has been a director of the Company since 1991. Since
1985, he has been a managing director of Resource Investors Management Company
Limited Partnership, a full service investment management company specializing
in the energy industry, and the general partner of the RIMCO Parties. Mr.
McCollam serves as a director of the Company pursuant to an agreement described
below.
Stephen F. Oakes has been a director of the Company since 1994. From
1989 to 1992, he served as managing director of Robert Fleming, Inc., an
investment banking company. He has been associated with Resource Investors
Management Company Limited Partnership, a full service investment management
company specializing in the energy industry, and the general partner of the
RIMCO Parties, since 1992, serving as managing director since 1993. Mr. Oakes
serves as a director of the Company pursuant to the Voting Agreement described
below.
Lawrence C. Petrucci has served as a director of the Company since
March 1996. Since 1991, Mr. Petrucci has served as vice president of First
Albany Corporation, a provider of investment banking, financial advisory and
brokerage services. From April 1990 through June 1991, Mr. Petrucci was a
portfolio manager with Westinghouse Credit Corporation, a financial services
company. Mr. Petrucci is a member of the Audit Committee.
A Voting Agreement dated November 28, 1994 (the "Voting Agreement")
among RIMCO Partners, L.P., RIMCO Partners, L.P. II, RIMCO Partners, L.P. III,
and RIMCO Partners, L.P. IV (the "RIMCO Parties"), Triad Ventures Limited II
and Mr. Little provides that the parties to the Voting Agreement will vote the
shares of Common Stock held by them in favor of two nominees of the RIMCO
Parties to the Company's Board of Directors. The Voting Agreement continues as
long as the RIMCO Parties own at least 10% of the issued and outstanding shares
of Common Stock, on a fully diluted basis. In addition, pursuant to a 1991
agreement, as long as the RIMCO Parties own 5% of the issued and outstanding
shares of Common Stock or shares of Common Stock with a value of $500,000, the
Company is required to use its best efforts to elect Mr. McCollam (or a
designee of the parent company of the RIMCO Parties) to the Company's Board of
Directors. Messrs. McCollam and Oakes currently serve as directors and have
been nominated for reelection pursuant to these provisions.
Under the Preferred Stock Purchase Agreement relating to the Series A
Preferred Stock (the "Preferred Stock Purchase Agreement") holders of Series A
Preferred Stock (as hereinafter defined), all of which has been converted to
Common Stock, are entitled to appoint one person to the Board of Directors.
This right will continue as long as the parties to the Preferred Stock
Agreement own at least 86,860 shares of Common Stock received upon conversion
of the Series A Preferred Stock. No director is currently serving or has been
nominated to serve pursuant to this provision.
9
<PAGE> 13
In March 1996, the Company entered into a letter agreement that
provided Kevin P. Collins, a director of the Company at that time, with the
right, upon his departure from the Board of Directors prior to the Company's
next Annual Meeting of Shareholders, to designate a successor Board member,
subject to the approval of such successor by the Board of Directors. Mr. Banks
is serving as a director pursuant to this letter agreement.
Mr. Greenwood has provided consulting services to the Company since
1982 and in recent years has provided such services through his wholly owned
corporation, Nueces Ventures, Inc. He has advised the Board that he will be
available as a consultant to the Company, primarily in connection with the
evaluation and negotiation of future acquisitions by the Company. For any such
consulting services, he will be compensated on terms to be negotiated from time
to time. See "Certain Relationships and Related Transactions."
The Board of Directors recommends a vote "FOR" the election of each of
the individuals nominated for election as a director.
MEETINGS OF THE BOARD OF DIRECTORS; BOARD COMMITTEES
The Board of Directors met 10 times in the fiscal year ended March 31,
1996. During that year, each incumbent director of the Company attended 75% or
more of the aggregate number of (a) meetings of the Board of Directors held
during his tenure and (b) meetings held by committees of the Board on which he
served.
The Board of Directors has established standing Audit, Compensation
and Nomination Committees.
Audit Committee. The Audit Committee annually recommends to the Board
of Directors the appointment of independent certified accountants as auditors
for the Company, discusses and reviews the fees for the prospective annual
audit, reviews the results with the auditors, reviews the Company's compliance
with its existing accounting and financial policies, reviews the adequacy of
the financial organization of the Company and considers comments by auditors
regarding internal controls and accounting procedures and management's response
to those comments. Messrs. Petrucci and Oakes currently serve on the Audit
Committee. One vacancy exists on this Committee. This Committee met one time
in fiscal year ended March 31, 1996.
Compensation Committee. The Compensation Committee reviews and makes
recommendations to the Board of Directors regarding salaries, compensation and
benefits of executive officers and employees of the Company and administers the
Company's 1995 Incentive Plan. The Compensation Committee currently consists
of Messrs. Bell, Lewis and McCollam. This Committee met two times during
fiscal year ended March 31, 1996.
Nominations Committee. The Nominations Committee is responsible for
recommending to the Board of Directors those persons who will be nominated as
the Board of Directors' nominees for positions on the Board of Directors. The
Nominations Committee is comprised of Messrs. Little and Greenwood. One
vacancy exists on this Committee. The Nominations Committee met one time
during the fiscal year ended March 31, 1996. The Nominations Committee will
consider nominations made by shareholders. Nominations made by a shareholder
must be made by giving notice of such in writing to the Secretary of the
Company before the later to occur of (i) 60 days prior to the date of the
meeting of shareholders called for the election
10
<PAGE> 14
of directors or (ii) 10 days after the Board of Directors first publishes the
date of such meeting. Such notice shall include all information concerning
each nominee under the 1934 Act. Such notice shall also include a signed
consent of each nominee to hold office until the next Annual Meeting of
Shareholders or until his successor is elected or appointed.
COMPENSATION OF DIRECTORS
For the fiscal year ended March 31, 1996, the Company granted each of
its non-employee directors an option to purchase 4,300 shares of Common Stock,
at an exercise price per share of $7.44, which was determined by the Board to
be the fair market value of the Common Stock on the date of grant, for his
services as a director. Additionally, all directors were reimbursed for their
reasonable travel expenses incurred in attending meetings of the Board of
Directors. On April 1, 1996, each non-employee director received, and on each
April 1 thereafter, each non-employee director will receive an annual grant of
an option to purchase 4,300 shares of Common Stock with an exercise price per
share equal to the fair market value of the Common Stock on the date of grant
and reimbursement of reasonable travel expenses for attending Board of
Directors or committee meetings.
11
<PAGE> 15
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information for the fiscal
years ended March 31, 1996, 1995 and 1994, with respect to the Chief Executive
Officer, Mr. Little, the Chief Financial Officer, Mr. Stark, and the Chief
Operating Officer, Mr. Eustace (collectively, the "Named Executive Officers").
No other executive officers of the Company received annual compensation
(including salary and bonuses earned) which exceeded $100,000 during the fiscal
year ended March 31, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation(1) Compensation
----------------------- -------------------
Fiscal Securities All Other
Name Year Principal Position Salary Bonus Underlying Options Compensation(2)
---- ---- ------------------ ------ ---------- ------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Little 1996 Chairman of the Board, $150,000 $ 50,000(3) 51,600 --
President and Chief 241,000(4)
Executive Officer
1995 $138,125 75,000 64,500 $500
1994 $105,000 30,000 -- --
Joseph B. Eustace 1996 Vice President of $ 96,200 $ 20,000(3) 17,200 --
Operations and Chief $ 24,000(4)
Operating Officer
1995 $ 80,000 15,000 21,500 $500
1994 $ 80,000 12,000 -- --
P. Mark Stark 1996 Chief Financial Officer $ 17,000(5) $ 5,000 -- --
1995 -- -- -- --
1994 -- -- -- --
</TABLE>
(1) The value of perquisites and personal benefits are excluded because
the aggregate amount thereof did not exceed the lesser of $50,000 or
10% of the total annual salary and bonus reported for each Named
Executive Officer.
(2) All other compensation consists entirely of employer contributions to
the Company's 401(k) Plan made by the Company in 1995 as a result of
1994 earnings.
(3) Bonuses are awarded annually in the discretion of the Compensation
Committee with respect to performance in the fiscal year indicated;
the amount of the bonuses is determined and the bonuses are paid in
the following fiscal year.
(4) In fiscal year ended March 31, 1996, in addition to standard bonuses,
the Board of Directors declared special bonuses in the amount of
$241,000 for Mr. Little and $24,000 for Mr. Eustace, each of whom
exercised non- statutory stock options and incurred federal income tax
liability in connection with such exercises. As of the date of this
Proxy Statement, these bonsues have not been paid.
(5) Employment commenced January 1, 1996.
12
<PAGE> 16
STOCK OPTION GRANTS IN 1996
The following table shows information concerning individual grants of
incentive stock options during the fiscal year ended March 31, 1996 to the
Named Executive Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------
Potential Realizable Value at
No. of Assumed Annual Rates of Stock
Securities % of Total Price Appreciation for Option
Underlying Options Term (1)
Options Granted to Exercise Expiration ------------------------------
Name Granted Employees Price (2) Date 5% 10%
---------------- ----------- --------- -------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael E. Little(3) 51,600 48% $7.44 Oct. 6, 2005 $241,435 $611,844
P. Mark Stark -- -- -- -- -- --
Joseph B. Eustace(3) 17,200 16% $7.44 Oct. 6, 2005 $ 80,478 $203,948
</TABLE>
(1) The exercise price of the options represents the fair market value of
the Common Stock on the date of grant as determined by the Board of
Directors. Potential realizable values are based on the assumption
that the Common Stock will appreciate in value from the date of grant
to the end of the option terms at the stated annualized rates. Such
assumed rates of appreciation and potential realizable values are not
necessarily indicative of appreciation, if any, that may be realized
in future periods.
(2) The exercise price of the option was set equal to the fair market
value of the Common Stock as determined by the Board of Directors on
the date of grant. In establishing the exercise price, the Board
considered recent sales of the Company's securities, and the terms and
conditions of such sales, the book value of the Company's outstanding
shares of Common Stock and the Company's financial performance at the
time of such grants.
(3) The options granted to Mr. Little and to Mr. Eustace become
exercisable annually and ratably over a three-year period beginning
June 30, 1996.
13
<PAGE> 17
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information concerning the exercise of
stock options during the fiscal year ended March 31, 1996, and the number and
value of unexercised stock options held as of the end of the fiscal year ended
March 31, 1996 by the Named Executive Officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
At March 31, 1996
--------------------------------------------------------------
Shares Number of Unexercised Options Value of In-the-Money
Acquired Value at Fiscal Year End Options at Fiscal Year End
Name on Exercise Realized(1) Exercisable/Unexercisable Exercisable/Unexercisable(1)
------------------- -------------- ----------- ------------------------------ -----------------------------
<S> <C> <C> <C> <C>
Michael E. Little 33,681 $ 286,922 21,500/94,600 $131,150/$433,096
P. Mark Stark -- -- -- / -- -- / --
Joseph B. Eustace 1,431 $ 15,054 7,310/31,390 $44,591/$143,491
</TABLE>
(1) In calculating the value realized and the value of unexercised
in-the-money options at year end, the Company used the closing price
on March 31, 1996 of $10.75 per share.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs.
Little, Eustace and Stark. Mr. Little's agreement is for a three-year term
commencing April 1, 1996 and provides for an annual base salary of $175,000 in
the first year, increasing to $200,000 in the second year and to $225,000 in
the third year. The agreement does not provide for a mandatory bonus, but the
Board of Directors may, in its discretion, award an annual bonus of up to 50%
of Mr. Little's compensation without regard to the special bonuses described
in the footnotes to the Summary Compensation Table. If Mr. Little's employment
is terminated without cause in the first, second or third year of the
agreement, he will be entitled to severance compensation in an amount equal to
his then current annual base salary rate for 14, 15 or 16 months, respectively.
If Mr. Little's employment is terminated in connection with a change of control
of the Company, he will be entitled to severance compensation in an amount
equal to three times his then current annual base salary. If Mr. Little's
employment is constructively terminated in connection with a change of control
of the Company, he will be entitled to severance compensation in an amount
equal to two times his then current base salary.
Mr. Eustace's employment agreement is for a three-year term commencing
April 1, 1996 and provides for an annual base salary of $125,000 in the first
year, increasing to $132,500 in the second year and to $140,000 in the third
year. The Board of Directors may, in its discretion, award Mr. Eustace an
annual cash bonus. If Mr. Eustace's employment is terminated without cause, he
will be entitled to severance compensation in an amount equal to his then
current annual base salary rate. If Mr. Eustace's employment is terminated in
connection with a change in control of the Company, he will be entitled to
severance compensation in an amount equal to 1.5 times his then current annual
base salary. If Mr. Eustace's employment is constructively terminated in
connection with a change of control of the Company, he will be entitled to
severance compensation in an amount equal to his then current annual base
salary.
14
<PAGE> 18
Mr. Stark's employment agreement is for a two-year term commencing
April 1, 1996 and provides for an annual base salary of $80,000 in the first
year and $90,000 in the second year. The Board of Directors may, in its
discretion, award Mr. Stark an annual cash bonus. If Mr. Stark's employment is
terminated without cause in the first or second year of the agreement, he will
be entitled to severance compensation in an amount equal to one or two months'
salary, respectively, at his then current annual base salary rate. If Mr.
Stark's employment is terminated in connection with a change of control of the
Company, he will be entitled to severance compensation in an amount equal to
his then current annual base salary. If Mr. Stark's employment is
constructively terminated in connection with a change of control of the
Company, he will be entitled to severance compensation in an amount equal to
six months' salary at his then current annual base salary rate.
PERFORMANCE GRAPH
Set forth below is a graph comparing the percentage change in the
Company's cumulative total shareholder return on its Common Stock with the
cumulative total return on the published Standard & Poor's 500 Stock Index,
and the cumulative total return provided by an investment in one of the
Company's principal competitors, Pride Petroleum Services, Inc. The graph
covers the period between the effective date of the Company's initial public
offering, March 20, 1996, and the last trading date in the fiscal year ended
March 31, 1996, which was March 29, 1996.
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------
3/20/96 3/27/96
- - ---------------------------------------------------------------------------
<S> <C> <C>
Dawson Production Services, Inc. 100 108
- - ---------------------------------------------------------------------------
Pride Petroleum Services, Inc. 100 101
- - ---------------------------------------------------------------------------
S & P 500's Index 100 99
- - ---------------------------------------------------------------------------
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The objectives of the Company's compensation policies are (i) to
attract and retain the best possible executive talent, (ii) to motivate its
executives to achieve the Company's goals, (iii) to link executive and
shareholder interests through equity based compensation and (iv) to provide a
compensation package that appropriately recognizes both individual and
corporate contributions.
With these objectives in mind, a significant portion of executive
compensation is linked to the Company's financial success
The Compensation Committee is composed entirely of disinterested
members of the Board of Directors. No member of the Compensation Committee is
a current or former employee or officer of the Company. In determining
executive compensation, the Compensation Committee considers (i) the
performance of the executive, (ii) the performance of the Company, (iii) the
competitiveness of executive compensation at the Company relative to other
similar employment opportunities which may be available to the executive.
15
<PAGE> 19
The key elements of an executive's compensation consist of base
salary, bonus and stock options. The Compensation Committee in the fiscal year
ended March 31, 1996, entered into employment agreements with Messrs. Little,
Eustace and Stark, in each case commencing April 1, 1996. See "Employment
Agreements." Mr. Little's employment agreement provides for an increase in his
base salary from $150,000 in the fiscal year ended March 31, 1996 to $175,000
in the fiscal year ending March 31, 1997, $200,000 in the fiscal year ending
March 31, 1998, and $225,000 in the fiscal year ending March 31, 1999. This
salary was based on the Compensation Committee's subjective evaluation of Mr.
Little's service and his contributions to the Company's financial results, as
well as an evaluation of the competitiveness of this salary range relative to
other corporations' compensation packages. The Compensation Committee also
approved payment to Mr. Little of a bonus in fiscal year ended March 31, 1996
of $291,000. Of this bonus, $241,000 was declared in connection with the
exercise by Mr. Little of non-qualified stock options, and has not yet been
funded. Under Mr. Little's employment agreement, in addition to his salary
set forth above, Mr. Little will be entitled to a bonus of up to 50% of his
salary, at the discretion of the Compensation Committee. This bonus was
structured to allow the Compensation Committee flexibility in rewarding Mr.
Little based on the performance of the Company in each year of his employment
agreement. Mr. Little also received incentive stock options in fiscal year
ended March 31, 1996 to acquire 51,600 shares of Common Stock at $7.44 per
share, which the Compensation Committee believes to be the fair market value of
the stock options on the date of grant. These stock options have a 10 year
term and become exercisable ratably over a three-year period. This approach is
designed to provide an incentive to create shareholder value over the long
term.
Paul E. McCollam
J. Michael Bell
Douglas D. Lewis
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective October 1995, holders of the Series A 10% Cumulative
Convertible Preferred Stock (the "Series A Preferred Stock") elected, pursuant
to their rights under the Certificate of Designation of Series A Preferred
Stock, to convert 20,200 shares of such stock into 86,860 shares of Common
Stock. The holders of the Series A Preferred Stock were Triad II Ventures
Limited II ("Triad II"), NationsBanc Capital Corporation and Nueces Ventures,
Inc. ("Nueces"). Hobby A. Abshier, a director of the Company from 1981 to 1983
and from 1991 to 1996, is the general partner of Triad II Management Company,
L.P., which is the general partner of Triad II. Mr. Greenwood, a director of
the Company, is the sole shareholder of Nueces. Pursuant to a November 1, 1995
Agreement for the Conversion of Securities among the RIMCO Parties, Triad II,
NationsBanc Capital Corporation, Nueces and the Company (the "Conversion
Agreement"), the remaining 60,600 shares of Series A Preferred Stock converted
into 260,580 shares of Common Stock effective February 19, 1996. Purchasers of
the Series A Preferred Stock are entitled to appoint one person to the Board of
Directors as long as they own an aggregate of at least 86,860 shares of Common
Stock received on conversion of Preferred Stock. No director is currently
serving or nominated pursuant to this provision. In addition, purchasers of
the Series A Preferred Stock have certain registration rights which they
received in connection with the acquisition of the Series A Preferred Stock.
Pursuant to the terms of the Conversion Agreement, $2.4 million of the
Company's subordinated debt owned by the RIMCO Parties was required to be
converted into Common Stock on the earliest of March 31, 1996, the consummation
by the Company of an initial public offering or notice of the distribution by
WellTech, Inc. ("WellTech") of its Common Stock to its shareholders and
directors (the "WellTech Distributees"). Such
16
<PAGE> 20
notice was given on February 19, 1996, and the subordinated debt was converted
to Common Stock effective that date, at the rate of one share of Common Stock
for each $6.98 in principal amount of subordinated debt.
Pursuant to an agreement with Nueces (the "Nueces Agreement"), the
Company paid Mr. Greenwood, a director of the Company, $16,707 in the fiscal
year ended March 31, 1996, as commissions on the consummation of certain
acquisition and financing transactions. In addition, the Company paid Mr.
Greenwood $34,000 upon the consummation of the Company's initial public
offering. Mr. Greenwood may provide consulting services to the Company in the
future.
Effective November 1, 1995, the Company acquired a 39% interest in
Dawson WellTech, L.C., a Texas limited liability company in which the Company
owned the remaining 61%. The acquisition was consummated in exchange for the
issuance by the Company of 1,329,495 shares of Common Stock to WellTech. On
February 16, 1996, WellTech distributed its 1,329,495 shares of Common Stock to
its shareholders and directors, who, until the consummation by the Company of
its initial public offering, had preemptive rights and certain rights regarding
election of directors.
On November 1, 1994, the Company loaned Mr. Little, Chairman of the
Board, President and Chief Executive Officer of the Company, $55,456, which
amount bears interest at 7.5% per annum, provides for annual payments of
interest and for one principal payment at the end of the six-year term of the
note. The loan was made to enable Mr. Little to acquire 33,699 shares of
Common Stock and is secured by those shares. In February 1996, the Company
loaned Mr. Little $75,000, which amount bears interest at 7.5% per annum,
provides for annual payments of interest and provides for one principal payment
at the end of the six-year term of the note. This loan was made to enable Mr.
Little to exercise options to acquire 32,250 shares of Common Stock and is
secured by those shares. The maximum indebtedness from Mr. Little to the
Company during the fiscal year ended March 31, 1996 was $130,486 and the
balance due on that indebtedness as of July 15, 1996 was $135,665.
In 1990, the Company issued a promissory note to an unrelated party in
connection with an asset acquisition. The promissory note, which was acquired
by Triad II, provided for conversion into Common Stock, at the rate of one
share of Common Stock for each $5.81 of principal due on the note, at the
discretion of the holder. In February 1996, Triad II converted the promissory
note, which had a principal balance of $75,000, into 12,900 shares of Common
Stock.
A Voting Agreement dated November 28, 1994 among the RIMCO Parties,
Triad II and Michael E. Little provides that the parties to the Voting
Agreement will vote the shares of Common Stock held by them in favor of two
nominees of the RIMCO Parties to the Board of Directors. The Voting Agreement
continues as long as the RIMCO Parties own at least 10% of the issued and
outstanding shares of Common Stock, on a fully diluted basis. Messrs. McCollam
and Oakes were elected to serve on the Board of Directors pursuant to this
agreement and a 1991 agreement. See "Directors and Executive Officers."
Pursuant to an agreement among the parties, Mr. Little is no longer subject to
the Voting Agreement.
Effective October 17, 1990, NationsBanc Capital Corporation, Triad II
and Mr. Greenwood entered into a voting agreement pursuant to which Mr.
Greenwood agreed to vote the shares of Series A Preferred Stock held by him,
and any Common Stock into which such Preferred Stock is converted, in the
manner directed by Triad II and NationsBanc Capital Corporation. Such voting
agreement terminates on the earlier of (i) a vote in favor of termination by
holders of two- thirds of the shares covered by the voting agreement and (ii)
October 16, 2000.
17
<PAGE> 21
In March 1996, the Company entered into a letter agreement that
provided Kevin P. Collins, a director of the Company at that time, with the
right, upon his departure from the Board of Directors prior to the Company's
next Annual Meeting of Shareholders, to designate a successor Board member,
subject to the approval of such successor by the Board of Directors. Mr.
Collins resigned from the Board of Directors effective April 12, 1996 and
designated Russell Banks to serve as his successor. The Company approved Mr.
Banks' appointment on April 30, 1996.
Gene Little, the father of Michael E. Little, serves as an operations
consultant to the Company and received fees and expense reimbursements of
$56,140 in the fiscal year ended March 31, 1996.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
During the fiscal year ended March 31, 1996, based on a review of
Forms 3 and 4 furnished to the Company during its most recent fiscal year and
Forms 5 furnished to the Company with respect to its most recent fiscal year,
Joseph B. Eustace, an executive officer of the Company, and Kevin P. Collins,
a former director of the Company, each failed to make a timely filing of one
Form 3 which was required to report their ownership as of the effective date of
the Company's initial public offering.
FINANCIAL AND OTHER INFORMATION
The information called for by Item I3 of Schedule 14A is incorporated
herein by reference to such information included in the Company's annual report
on Form 10-K under the captions "Financial Statements and Supplementary Data,"
"Selected Financial Data," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure."
AUDITORS
KPMG Peat Marwick LLP has been engaged as independent accountants for
the purpose of issuing a report on the financial statements of the Company for
the fiscal year ending March 31, 1997. Representatives of KPMG Peat Marwick
LLP are expected to be present at the Meeting and will have an opportunity to
make a statement if they desire to do so and to respond to appropriate
questions from those attending the Meeting. Ratification of the Company's
auditors will require the affirmative vote of a majority of the shares present
at the Meeting.
The Board of Directors recommends a vote "FOR" the ratification of the
Company's auditors.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the next Annual Meeting of
Shareholders must be in writing and received at the Company's executive offices
by the Secretary no later than March 31, 1997 in order to be included in the
next year's proxy statement.
18
<PAGE> 22
OTHER BUSINESS
The Board of Directors of the Company knows of no matters to be
presented at the Meeting other than those described above; however, if other
matters are properly presented to the Meeting for action, it is intended that
the persons named in the accompanying form of proxy, and acting thereunder,
will vote in accordance with their best judgment on such matters.
By Order of the Board of Directors
---------------------------------------
Michael E. Little, President
Dated July 29, 1996
San Antonio, Texas
19
<PAGE> 23
P R O X Y
DAWSON PRODUCTION SERVICES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The shareholder of Dawson Production Services, Inc. whose name appears on the
reverse side hereof (the "Undersigned") acknowledges receipt of the Notice of
Annual Meeting of the Company on August 29, 1996 at 10:00 a.m. CDT, and
attached proxy statement, and appoints Michael E. Little and P. Mark Stark and
each of them the attorneys of the Undersigned, with power of substitution, for
and in the name of the Undersigned, to vote as proxies for the Undersigned
according to the number of shares of Common Stock the Undersigned would be
entitled to vote if then personally present at the Annual Meeting of
Shareholders of the Company to be held at The Petroleum Club, 8620 North New
Braunfels Drive, San Antonio, Texas, on Thursday, August 29, 1996, or at any
adjournment or adjournments thereof, and to vote all shares of Common Stock of
the Company held by the Undersigned and entitled to be voted upon the matters,
and in accordance with the instructions, on the reverse side hereof.
DAWSON PRODUCTION SERVICES, INC. ANNUAL MEETING TO BE HELD ON
AUGUST 29, 1996 AT 10 A.M. CDT FOR HOLDERS AS OF JULY 15, 1996.
DIRECTORS RECOMMEND: A VOTE FOR ELECTION OF THE FOLLOWING DIRECTORS:
01 -- MICHAEL E. LITTLE 05 -- DOUGLAS D. LEWIS
02 -- RUSSELL BANKS 06 -- PAUL E. MCCOLLAM
03 -- J. MICHAEL BELL 07 -- STEPHEN F. OAKES
04 -- WM. WARD GREENWOOD 08 -- LAWRENCE C. PETRUCCI
(change of address)
- - -----------------------------------------------
- - -----------------------------------------------
- - -----------------------------------------------
- - -----------------------------------------------
(If you have written in the above space, please
mark the corresponding box on the reverse side
of this card.)
THE PROXY COMMITTEE CANNOT VOTE YOUR SHARES UNLESS
YOU SIGN AND RETURN THIS CARD.
-------------
SEE REVERSE
SIDE
------------
<PAGE> 24
/X/ Please mark your |
votes as in this SHARES IN YOUR NAME |
example. |
|________
FOR AGAINST
1. DIRECTORS / / / /
FOR, EXCEPT FOR THE FOLLOWING (LIST NAMES OR NUMBERS):
- - ------------------------------------------------------
FOR AGAINST ABSTAIN
2. AUDITORS: RATIFY APPOINTMENT OF / / / / / /
KPMG PEAT MARWICK LLP
INDEPENDENT ACCOUNTANTS AND
AUDITORS FOR 1997.
NOTE: PROXY HOLDERS MAY VOTE IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
/ / CHANGE OF ADDRESS
SIGNATURE(S) ______________________________________________ DATE _____________
SIGNATURE(S) ______________________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give title as such.
