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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AND
SCHEDULE 13D
(AMENDMENT NO. 7)
UNDER THE SECURITIES ACT OF 1934
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DAWSON PRODUCTION SERVICES, INC.
(NAME OF SUBJECT COMPANY)
MIDLAND ACQUISITION CORP.
KEY ENERGY GROUP, INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
239423106
(CUSIP NUMBER OF CLASS OF SECURITIES)
JACK D. LOFTIS, JR.
TWO TOWER CENTER, 20TH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(732) 247-4822
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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WITH A COPY TO:
MICHAEL P. ROGAN
C. KEVIN BARNETTE
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
TELEPHONE: (202) 371-7000
<PAGE>
This Amendment No. 2 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 filed on August 17, 1998, as amended by
Amendment No. 1 on August 26, 1998 (as amended, the "Schedule 14D-1") by Key
Energy Group, Inc., a Maryland corporation ("Parent"), and its wholly owned
subsidiary, Midland Acquisition Corp., a New Jersey corporation (the
"Purchaser"), relating to the Purchaser's tender offer for all outstanding
shares of common stock, par value $0.01 per share, including the associated
common stock purchase rights, of Dawson Production Services, Inc., a Texas
corporation (the "Company") upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated August 17, 1998 (the "Offer to Purchase").
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 14D-1 and the Offer to Purchase. This
Amendment also constitutes Amendment No. 7 to the statement on Schedule 13D (as
amended, the "Schedule 13D") of Parent and the Purchaser filed on June 15, 1998,
as amended by Amendment No. 1 on June 29, 1998, Amendment No. 2 on July 21,
1998, Amendment No. 3 on August 5, 1998, Amendment No. 4 on August 11, 1998,
Amendment No. 5 on August 17, 1998 and Amendment No. 6 on August 26, 1998.
Except as amended and supplemented hereby, the Schedule 14D-1 and the Schedule
13D remain in effect. The item numbers and responses thereto set forth below are
in accordance with the requirements of Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b)--(c) is hereby amended and supplemented by adding the
following thereto:
The applicable waiting period under the HSR Act expired at 11:59 p.m.,
New York City time, on September 1, 1998. On September 2, 1998, Parent issued a
press release to such effect. The full text of the press release is filed
herewith as Exhibit (a)(10) and is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
exhibit thereto:
(a)(10) Text of press release, dated September 2, 1998, issued by
Parent.
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<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: September 2, 1998
MIDLAND ACQUISITION CORP.
By: /s/ Stephen E. McGregor
----------------------------------------
Name: Stephen E. McGregor
Title: President and Chief Executive Officer
KEY ENERGY GROUP, INC.
By: /s/ Francis D. John
---------------------------------------
Name: Francis D. John
Title: Chairman, President and
Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
(a) (1) Offer to Purchase, dated August 17, 1998.
(2) Letter of Transmittal.
(3) Notice of Guaranteed Delivery.
(4) Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust companies and other Nominees.
(5) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust
companies and other Nominees.
(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(7) Summary Advertisement as published on August 17, 1998.
(8) Text of Press Release, dated August 11, 1998, issued by Parent
(incorporated by reference to Amendment No. 4 of the Schedule 13D,
filed by Parent and the Purchaser on August 12, 1998).
(9) Text of Press Release, dated August 17, 1998, issued by Parent.
(10) Text of Press Release, dated September 2, 1998, issued by Parent.*
(b) (1) Commitment Letter between Parent and PNC Bank, N.A., dated as of
August 17, 1998.
(2) Engagement Letter between Parent and Bear, Stearns & Co. Inc., dated
as of May 8, 1998.
(3) Engagement Letter between Parent and Dain Rauscher Wessels, dated as
of July 2, 1998.
(4) Commitment Letter between Parent and Lehman Commercial Paper, Inc. and
Lehman Brothers, Inc., dated as of August 24, 1998.
(5) Commitment Letter between Parent and PNC Bank, N.A., dated as of
August 24, 1998.
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<PAGE>
(c) (1) Agreement and Plan of Merger, dated as of August 11, 1998 by and among
Parent, the Purchaser and the Company (incorporated by reference to
Amendment No. 4 of the Schedule 13D, filed by Parent and the Purchaser
on or about August 12, 1998).
(2) Confidentiality Agreement, dated as of August 8, 1998 by and among
Parent, the Purchaser and the Company.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) (1) Text of press release, dated August 26, issued by Parent.
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* Filed herewith.
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EXHIBIT (a)(10)
[Key Energy Group, Inc. Letterhead]
KEY ENERGY GROUP, INC.
NEWS RELEASE
FOR IMMEDIATE RELEASE: CONTACT: JIM DEAN
WEDNESDAY, SEPTEMBER 2, 1998 (732) 247-4822
HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR KEY
ENERGY'S CASH OFFER FOR DAWSON PRODUCTION SERVICES
EAST BRUNSWICK, N.J., Sept. 2, 1998 - Key Energy Group, Inc. (NYSE: KEG) today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act applicable to the pending cash tender offer by it wholly-owned
subsidiary, Midland Acquisition Corp., for all outstanding shares of common
stock of Dawson Production Services, Inc. (NYSE: DPS) has expired. The tender
offer remains subject to the other conditions listed in the offer to purchase.
The tender offer is scheduled to expire at 12:00 midnight, New York City time,
on Monday, September 14, 1998, unless extended.
Dawson Production Services, Inc. is a San Antonio, Texas-based diversified
energy services company providing workover rig services, liquid services, and
production service to oil and gas operators. The company operates from 37
locations concentrated primarily in the Texas and Louisiana Gulf Coasts, the
Permian Basin areas of West Texas and New Mexico, and California.
Key Energy Group, Inc. is a holding company with diversified energy operations
including well servicing/workover services, contract drilling and oil and
natural gas production. The company has operations in most major domestic
onshore producing regions and in Argentina.
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CONTACTS: Key Energy Group, Inc. Abernathy MacGregor Frank
Jim Dean Dan Katcher / Matt Sherman
(732) 247-4822 (212) 371-5999
