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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 20, 1997
DAWSON PRODUCTION SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-27732 74-2231546
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
901 N.E. LOOP 410, SUITE 700
SAN ANTONIO, TEXAS 78209
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
(210) 828-1838
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 20, 1997, the registrant, Dawson Production Services, Inc.
(the "Company") closed a transaction pursuant to which it acquired substantially
all of the U.S. land-based well servicing operations (the "Assets") of Pride
Petroleum Services, Inc., a Louisiana corporation ("Pride"), for approximately
$135.9 million in cash (the "Pride Acquisition"). The Pride Acquisition
significantly increased the size and geographic scope of the Company's workover
rig service business.
The Assets include approximately 407 workover rigs and related equipment
and operations in approximately 28 locations in the Texas and Louisiana Gulf
Coasts, the Permian Basin areas of West Texas and New Mexico, and California.
The Company will continue to use the physical property acquired in the Pride
Acquisition for well servicing and related operations and now employs
approximately 1,940 former Pride employees for the purpose of continuing those
operations. As a result of the Pride Acquisition, the Company is the largest
provider of workover rigs in Texas and the second largest provider in the United
States. The Company will seek to generate improved profit margins for the Assets
through increased operating efficiencies and cost savings resulting from
overhead reductions and the consolidation of certain overlapping yard locations.
In addition, the Company will seek to expand its liquid and production services
businesses into new markets through certain of the acquired yard locations and
also to redeploy certain of the acquired workover rigs to areas with greater rig
demand.
The Assets were acquired pursuant to the purchase by the Company of all of
the issued and outstanding capital stock of Pride Land GP, Inc., a Delaware
corporation, which was a wholly owned subsidiary of Pride; and the acquisition
by Dawson Production Acquisition Corp., a Delaware corporation, a wholly owned
subsidiary of the Company, of a 99% limited partnership interest in Pride Land
Operations, L.P., a Delaware limited partnership, from Pride Land LP, Inc., a
Delaware corporation and wholly owned subsidiary of Pride. Pride Land GP, Inc.,
which was subsequently renamed Dawson Production Management, Inc., is the
general partner and owner of the remaining one percent limited partnership
interest of Pride Land Operations, L.P., which has been renamed Dawson
Production Partners, L.P.
The amount of consideration paid by the Company for the Assets was
determined through arms'-length negotiations between the Company and Pride, and
was based on a variety of factors, including the historical cash flow of Pride
attributable to the Assets, and the nature of the industry. The Company financed
the transaction with a portion of the proceeds from its public offering of
$140,000,000 of Senior Notes and its public offering of 4,722,259 shares of
common stock, $0.01 par value per share, at a price to the public of $12.50 per
share.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial Statements for the business acquired are not included in
this filing because substantially the same information as that
required By Form 8-K has been previously reported by the Company in
the Company's Registrtation Statement on Form S-1 (File No.
333-19413).
(b) Pro Forma Financial Information.
Pro Forma financial information is not included in this filing
because substantially the same information as that required by Form
8-K has been previously reported by the Company in the Company's
Registration Statement on Form S-1 (File No. 333-19413).
(c) Exhibits
10.23 Purchase Agreement dated December 23, 1996 between Dawson Production
Services, Inc., a Texas corporation, and Pride Petroleum Services,
Inc., a Louisiana corporation.
10.24 First Amendment to Purchase Agreement dated February 20, 1997
between Dawson Production Services, Inc., a Texas corporation, and
Pride Petroleum Services, Inc., a Louisiana corporation.
3
<PAGE>
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.
DAWSON PRODUCTION SERVICES, INC.
(Registrant)
Date March 7, 1997 By: /s/ MARK STARK
P. Mark Stark, Chief Financial Officer
4
<PAGE>
DAWSON PRODUCTION SERVICES, INC.
Form 8-K
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
10.23 Purchase Agreement dated December 23, 1996 between Dawson
Production Services, Inc., a Texas corporation, and Pride
Petroleum Services, Inc., a Louisiana corporation.
(Incorporated by reference from Exhibit 10.16 of the Company's
Registration Statement on Form S-1 (File No. 333-19413)).
10.24 First Amendment to Purchase Agreement dated February 20, 1997
between Dawson Production Services, Inc., a Texas corporation,
and Pride Petroleum Services, Inc., a Louisiana corporation.
<PAGE>
UNDERTAKING AS TO SCHEDULES
Registrant agrees to furnish supplementally a copy of any omitted schedule
to the Purchase Agreement to the Commission upon request.
EXHIBIT 10.24
FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment to Purchase Agreement (this "AMENDMENT") amends
certain provisions of the Purchase Agreement dated December 23, 1996 (the
"PURCHASE AGREEMENT"). This Amendment is entered into on February 20, 1997 (the
"EFFECTIVE DATE"), by and between Dawson Production Services, Inc., a Texas
corporation (the "PURCHASER") and Pride Petroleum Services, Inc., a Louisiana
corporation (the "SELLER"). In this Amendment, capitalized terms shall have the
meanings given to them in the Purchase Agreement.
RECITALS:
A. The parties previously entered into the Purchase Agreement relating to
the sale to Purchaser of equity interests in entities that own all or
substantially all of Seller's domestic onshore well servicing assets; and
B. The parties desire to amend the Purchase Agreement to add several
additional provisions;
NOW, THEREFORE, in consideration of the recitals and of the respective
covenants, representations, warranties and agreements contained in this
Agreement, and intending to be legally bound by this Agreement, the parties
agree as follows:
1. REAL PROPERTIES.
1.1. EXCLUDED FEE PROPERTIES. The following fee properties which are
further identified on Schedule 1.1(a)(i) of the Purchase Agreement shall not be
transferred by Seller to the Partnership. Pursuant to Section 1.7 of the
Purchase Agreement, Purchaser and Seller shall enter into leases with respect to
each of these properties, effective as of the Closing Date, which shall each
have a one year term and include an option to purchase.
Alice, Texas
El Campo, Texas
Lafayette, Louisiana
Pearland, Texas
Kilgore, Texas
Liberty Maintenance Shop, Liberty County, Texas
Midland, Texas
Crane, Texas- (510 S.E. County Road) (Lots 1,2 and 3 of Block 5, in
the Industrial Park Addition to the City of Crane, Crane
County, Texas, as the same are shown of record in the office
of the County Clerk of Crane County, Texas)
Hobbs, New Mexico
Snyder, Texas
<PAGE>
At least 30 days prior to February 20, 1998, Purchaser will notify Seller as to
which properties it elects to purchase pursuant to such options. Purchaser and
Seller will cause an independent appraiser or appraisers mutually agreed to by
them to appraise the fair market value of the properties that Purchaser elects
not to purchase. If the aggregate appraised value of the properties not
purchased by Purchaser exceeds $250,000, Seller shall pay the excess to
Purchaser and if such aggregate appraised value is less than $250,000, Purchaser
shall pay the deficiency to Seller.
1.2. ADJUSTMENT TO PURCHASE PRICE. As a result of Purchaser's election not
to acquire the fee properties identified in Section 1.1 above, the Purchase
Price to be paid at Closing shall be reduced by $250,000. The parties hereby
expressly agree that the amount of this price reduction is not intended to
represent the fair market value of these properties.
1.3. EXCLUDED LEASE PROPERTIES. The rights of Seller relating to the lease
property located in Fellows, California, which is further identified on Schedule
1.1(a)(ii) of the Purchase Agreement shall not be transferred by Seller to the
Partnership.
1.4. ADDITIONAL PROPERTIES. The Crane properties located at 111 North
Gaston, 1100 County Road East, and 606 S.E. County Road, which are more fully
described on EXHIBIT A of this Amendment, were not included on Schedule
1.1(a)(i) but shall be transferred from Seller to the Partnership.
1.5. POST-CLOSING ITEMS. After the Closing, Seller shall take all actions
necessary or appropriate to accomplish the following:
i. To obtain the release of the $3 million lien in favor of Post
Oak Bank that affects Crane, El Campo and Bakersfield and a
State of Texas tax lien in the amount of $14,369.80 affecting
several properties. In addition, if at any time the
Partnership or Purchaser, as the case may be, exercises its
option to purchase any of the properties identified in Section
1.1 of this Amendment, Seller shall, at that time, take all
commercially reasonable action necessary or appropriate to
obtain the release of all third party liens on those
properties, if any, other than the Permitted Liens.
ii. To correct all errors in and omissions from the property
descriptions listed on Schedule 1.1(a)(i) of the Purchase
Agreement and to provide evidence sufficient to reasonably
satisfy Purchaser that the deeds transferred by Seller to the
Partnership convey all of the Real Property Seller or its
affiliates own that is used primarily in connection with the
Business. If any additional properties owned by Seller that is
used primarily in connection with the Business are identified
by either party after the Closing, Seller shall, at
Purchaser's option, cause such properties to be promptly
conveyed to the Partnership or Purchaser for no additional
consideration.
2
<PAGE>
iii. If prior to February 20, 1998 Purchaser advises Seller that it
has obtained information indicating that improvements on any
of the properties being conveyed to the Partnership prior to
the Closing (or on any of the properties which are acquired by
the Partnership or the Purchaser pursuant to an option to
purchase under a lease from Seller), violate or encroach into
any existing easement, and such does not constitute a
Permitted Lien, Seller shall take all commercially reasonable
efforts to assist Purchaser (at Purchaser's cost) in securing
a waiver and release of the violation or encroachment,
provided that Seller shall not be required to expend funds or
incur liabilities.
iv. Seller shall take all commercially reasonable actions
requested by title companies issuing title policies on
properties being conveyed by Seller to the Partnership to
allow such title companies to issue such policies without
exception for Schedule C items, except for the $8,751.28
judgment lien effecting the Liberty Property.
2. EMPLOYEE MATTERS.
2.1. EMPLOYEE TERMINATIONS. Any employee listed on Schedule 3.1(u) who is
the subject of an employment agreement assumed by the Partnership or Purchaser
at Closing, upon termination, shall receive the greater of the amount provided
in Section 7.1(c) and the amount he would otherwise be entitled to under such
employment agreement, if any; provided, however, that no such employee shall be
entitled to receive both amounts.
2.2. ROB MATTHEWS. The parties acknowledge that Rob Matthews was
terminated by Seller, for cause, prior to the date of the Purchase Agreement and
that Mr. Matthews' name should not have been included on Schedule 3.1(u).
Schedule 3.1(u) is hereby amended to exclude Rob Matthews' name and any
reference to his employment agreement from Schedule 3.1(u).
2.3. HOLDINGS CONTRACTS. Schedule 3.1(u) is amended by adding the
employment agreement effective January 1, 1988 with F.R. Littlefield. The
employment agreements listed on Schedule 3.1(u) (other than the employment
agreement with Rob Matthews), to the extent assignable, and that certain
Noncompetition Agreement dated February 7, 1996, by and between Eagle Well
Service, Inc., Eagle Well Production Services, Inc. and Pride Petroleum
Services, Inc. are hereby added to Schedule 1.1(a)(iii) and shall be included in
the assets transferred by Seller to the Partnership prior to Closing. The
employment agreement between Seller and Rob Matthews is hereby expressly
excluded from the assets being transferred by Seller to the Partnership prior to
Closing.
3
<PAGE>
3. EMPLOYMENT TAX ISSUES.
3.1. STATE UNEMPLOYMENT INSURANCE TAXES. After the Closing, Seller shall
grant Purchaser access to records relating to Seller's unemployment tax accounts
and shall assist Purchaser in its efforts, if any, to cause the relevant state
agency to transfer Seller's unemployment experience record relating to the
Business (the "RECORD") to the Partnership. In connection with the foregoing,
upon the request of Purchaser, Seller shall sign an application for the partial
or complete transfer of the Record to the Partnership, so long as such action
will not have any material adverse effect on or cost to Seller.
3.2. FEDERAL EMPLOYMENT TAXES. After the Closing, Purchaser shall have the
right to transfer Seller's federal taxable wages for social security and federal
unemployment tax under applicable federal tax rules and regulations. After the
Closing, Seller shall report and remit federal taxes at the appropriate time or
times.
4. BECHTEL AGREEMENT. With respect to the Novation agreements and instruments
executed by Bechtel Petroleum Operations, Inc. (the "BPOI AGREEMENT"), the
parties agree:
4.1. Purchaser and the Partnership shall indemnify and hold Seller
harmless from and against any amount or cost Seller or its affiliates is
required to pay with respect thereto with respect to services provided or other
actions after the Closing.
4.2. Purchaser and the Partnership will cause Seller to be named as an
additional named insured, and to waive rights of subrogation against Seller,
under its insurance policies with respect to work subject to the BPOI Agreement.
4.3. Neither Purchaser nor the Partnership shall extend the term of the
BPOI Agreement without procuring the express release of Seller and its
affiliates from any liabilities arising after the scheduled termination of the
BPOI Agreement.
5. AFFIRMATION OF PURCHASE AGREEMENT. All provisions of the Purchase Agreement
remain in full force and effect except as may be expressly provided herein.
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the Effective Date.
DAWSON PRODUCTION SERVICES, INC.
By: Michael E. Little
President
PRIDE PETROLEUM SERVICES, INC.
By: Robert W. Randall
Vice President and General Counsel
5
<PAGE>
EXHIBIT "A."
Lots Number One (1) and Two (2) in Block Number One (1), Park Addition to the
City of Crane, Crane County, Texas, as the same are shown on a plat of said
Record in the office of the County Clerk of Crane County, Texas;
EXCEPT all oil, gas and other minerals in, on or under said land.
The South 15 feet of Lot 5, all of Lots 6, 7, 8, 9, 10, 11 and 12, Block 118,
and Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12, Block 113 all of the Replat
of the City of Crane, Crane County, Texas in the Deed Records of Crane County,
Texas;
EXCEPT all oil, gas and other minerals in, on or under said land.
A 60' x 149' tract of land being that portion of an unnamed street lying between
said Blocks 113 and 118 and between the west boundary of U.S. Highway 385 and
the east boundary of a 4.93 acre tract of land, described herein in the next
tract of land;
EXCEPT all oil, gas and other minerals in, on or under said land.
BEGINNING at a 1/2" iron rod set in the east line of W. A. Bates Survey 40, at
the northeast corner of Park Addition, City of Crane, Crane County, Texas, for
the southeast corner of this tract;
THENCE N 15(degrees) 25" W, along the east line of W. A. Bates Survey 40, a
distance of 536.7 feet to a 1/2" iron rod set for the northeast corner of this
tract;
THENCE S 74(degrees) 35" W, at 142.9 feet cross the west line of Section 214,
Block F, CCSD & RGNG Ry. Company Survey, Crane County, Texas, in all, 400 feet
to the northwest corner of this tract;
THENCE S 15(degrees) 25" E, parallel to the east line of W. A. Bates Survey 40,
a distance of 536.7 feet to the southwest corner of this tract;
THENCE N 74(degrees) 35" E, at 260.9 feet cross the west line of Section 214,
Block F, in all 400 feet to the place of beginning, containing 4.93 acres of
land;
EXCEPT all oil, gas and other minerals in, on or under said land.
EXCEPT all oil, gas and other minerals in, on or under said land.
6
<PAGE>
Lot Ten (10) and the South Forty (S-40') feet of Lot Eleven (11) in Block Three
(3), in the Industrial Park Addition to the City of Crane, Crane County, Texas,
as the same are shown of record in the office of the County Clerk of Crane
County, Texas;
EXCEPT all oil, gas and other minerals in, on or under said land.
Lot Nine (9), Ten (10), and Eleven (11), in Block One (1), INDUSTRIAL PARK
ADDITION, a subdivision in Crane County, Texas as same are shown on map or
plat of said subdivision now of record in the office of the County Clerk
of Crane County, Texas;
EXCEPT all oil, gas and other minerals in, on or under said land.
7
