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
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use
of the Commission Only
(as permitted by
Rule l4a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule I4a-12
DAWSON PRODUCTION SERVICES, INC.
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(Name of Registrant as Specified in Its Charter)
KEY ENERGY GROUP, INC.
MIDLAND ACQUISITION CORP.
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules I 4a-6 (i) (1)
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):
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(5) Total fee paid:
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[ ] 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.
(l) Amount previously paid:
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(3) Filing Party:
(4) Date Filed:
Key Energy Group, Inc.
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News Release
KEY ENERGY RESPONDS TO DAWSON PRODUCTION SERVICES
EAST BRUNSWICK, N. J., August 6, 1998 - Key Energy Group, Inc. ("Key")
[NYSE: KEG] today issued the following statement in response to Dawson
Production Services, Inc.'s ("Dawson") [NYSE: DPS] August 5, 1998
announcement that it will explore strategic alternatives.
Francis D. John, Chairman and Chief Executive Officer of Key, said, "We
stand by the information contained in our August 5, 1998 press release. Key
remains a ready, willing and able buyer and is ready to sit down and talk
to Dawson in good faith to discuss its offer. As we have said since we
began this process over five weeks ago, we prefer a negotiated transaction
with Dawson, and our preference remains unchanged. In the meantime, Key is
committed to letting Dawson's shareholders decide for themselves the future
of the Company."
On August 5, 1998, Key announced today that its wholly-owned subsidiary,
Midland Acquisition Corp., will commence a tender offer for all of the
outstanding shares of Dawson for $14.00 per share in cash not later than
August 11, 1998. Key also announced that Midland will file preliminary
materials with the Securities and Exchange Commission to solicit consents
to call a special meeting of Dawson's shareholders, as well as proxy
materials for the proposed special meeting.
Key Energy Group, Inc. is a holding company with diversified energy
operations, including well servicing, oilfield services, contract drilling
and oil and natural gas production. Key has operations in most major
domestic onshore producing regions and in Argentina.
INFORMATION REGARDING PARTICIPANTS AND CERTAIN OTHER PERSONS
Key Energy Group, Inc. and certain persons named below may be deemed to be
"participants" (within the meaning of Regulation 14A under the Securities
Exchange Act of 1934) in the solicitation of consents to call a special
meeting of Dawson Production Services, Inc.'s shareholders (the "Special
Meeting") and proxies for the Special Meeting. At the Special Meeting, if
called, Key presently intends to introduce proposals to (i) remove Dawson's
board of directors (the "Board"); (ii) elect Midland's nominees to the
Board; (iii) amend certain of Dawson's Bylaws to facilitate consummation of
Midland's tender offer. The participants in this solicitation may include
the persons named below, after the name of each of whom is indicated the
number of shares of Dawson common stock, par value $.01 per share,
beneficially owned by each as of August 4, 1998 (if any) (including shares
Two Tower Center, 20th Floor, East Brunswick, NJ 08816
Telephone: (732) 247-4822 Fax: (732) 247-5148
<PAGE>
which each has the right to acquire within 60 days of such date): the
directors of Key - Francis D. John, Kevin P. Collins (9,354 shares),
William Manly, W. Phillip Marcum (6,054 shares), David J. Breazzano, and
Morton Wolkowitz; and the following executive officers of Key (other than
Mr. John, who is also a director) - Stephen E. McGregor, Kenneth V. Huseman
and Danny R. Evatt.
CONTACT: Key Energy Group, Inc Abernathy MacGregor Frank
Jim Dean Dan Katcher / Matt Sherman
(732) 247-4822 (212) 371-5999
# # #
Two Tower Center, 20th Floor, East Brunswick, NJ 08816
Telephone: (732) 247-4822 Fax: (732) 247-5148
