<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. 2)
DAWSON PRODUCTION SERVICES, INC.
-------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
-------------------------------------
Title of Class of Securities
239423106
---------------
(CUSIP Number)
Jack D. Loftis, Jr.
Key Energy Group, Inc.,
Two Tower Center, Twentieth Floor
East Brunswick, NJ 08816
(732) 247-4822
-------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 1998
---------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
This Amendment No. 2 to Schedule 13D amends and supplements the
Schedule 13D filed by Key Energy Group, Inc. on June 15, 1998, as subsequently
amended on June 29, 1998, (the "Schedule 13D"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Schedule 13D. Except as amended and supplemented hereby, the Schedule 13D
remains in effect.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Schedule 13D is hereby amended and supplemented by
adding the following exhibits thereto:
F. Letter dated July 20, 1998 from Francis D. John to the Board of
Directors of the Issuer.
G. Press Release dated July 21, 1998 of the Reporting Person.
<PAGE>
SIGNATURE
After reasonable 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.
Date: July 21, 1998
KEY ENERGY GROUP, INC.
By: /s/ Francis D. John
-----------------------
Name: Francis D. John
Title: Chairman, President
and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
- -------
A. Amended and Restated Credit Agreement, dated as of June 6, 1997, as amended
and restated through November 6, 1997, among the Reporting Person, PNC
Bank, National Association, as Administrative Agent, and several other
financial institutions (incorporated by reference to Exhibit 10(s) to the
Reporting Person's Form 10-Q for the quarterly period ended December
31,1997, File No. 000-22665).
B. First Amendment to the Amended and Restated Credit Agreement of June 6,
1997, as amended and restated through November 6, 1997, dated December 3,
1997 (incorporated by reference to Exhibit 10(t) to the Reporting Person's
Form 10-Q for the quarterly period ended December 31, 1997, File No.
000-22665).
C. Second Amendment to the Amended and Restated Credit Agreement of June
6,1997, as amended and restated through November 6, 1997, as amended
December 3, 1997, dated April 28, 1998 (previously filed).
D. Letter dated June 29, 1998 from Francis D. John to Michael E. Little and
the Board of Directors of the Issuer (previously filed).
E. Press Release dated June 29, 1998 of the Reporting Person (previously
filed).
F. Letter dated July 20, 1998 from Francis D. John to the Board of Directors
of the Issuer.
G. Press Release dated July 21 1998 of the Reporting Person.
<PAGE>
Exhibit F
---------
[Key Energy Group, Inc. Letterhead]
July 20, 1998
The Board of Directors
Dawson Production Services, Inc.
112 E. Pecan Street
Suite 1000
San Antonio, TX 78205
Dear Board Members:
On June 29, 1998 Key Energy Group, Inc. made an all cash proposal to you
for the acquisition of Dawson Production Services, Inc. To date, no one from
your company has contacted us with respect to the proposal even though three
weeks have passed since it was delivered to you. Over the past several weeks,
many of your shareholders have contacted Key expressing concern and frustration
about Dawson's unresponsiveness. It is our understanding that you too have heard
by phone and in writing from many of these Dawson shareholders. Their unanimous
view as expressed to Key is that the combination of our companies makes
tremendous sense and would be beneficial to all relevant parties, including our
respective shareholders, employees and customers.
In our June 29 letter we noted that our $16 per share proposal represented
a premium of more than 60% to Dawson's market value the day prior to the
disclosure of Key's investment in your company. Subsequent to our proposal,
oilfield service stocks have continued to decline as the outlook for oil and
natural gas prices remains uncertain. As a result, and based on a review of
comparable service companies, it is reasonable to conclude that Dawson in all
likelihood would be trading in the $8 range today if it were not for Key's
attractive proposal. Accordingly, Key's proposal now represents a premium of
approximately 100% to Dawson's unaffected stock price.
<PAGE>
We are certain that Dawson's Management and Directors want to act in the
best interest of the company's shareholders. As I previously mentioned, many of
----
Dawson's shareholders have expressed their desire to see this transaction
completed expeditiously. Hopefully, we will hear from you in the very near
future with a commitment to proceed forward in good faith. Such constructive
action would mitigate the possibility of our proposal being reduced which would
have a negative impact on your shareholders' value.
As you know, we have been and continue to be prepared to meet immediately
with representatives of Dawson to discuss our proposal. Given the financing
commitment we have in hand from PNC Bank, we believe a definitive agreement
between our companies could be achieved in no more than thirty days from the
date we initially meet and with no material disruption to our companies'
operations. No doubt, a large majority of your shareholders would applaud such
an outcome.
Sincerely,
/s/ Francis D. John
-------------------
Francis D. John
President, Chairman & CEO
<PAGE>
Key Energy Group, Inc. Exhibit G
---------
News Release
FOR IMMEDIATE RELEASE
KEY ENERGY URGES DAWSON BOARD TO PROMPTLY CONSIDER
KEY'S $16.00 PER SHARE CASH PROPOSAL
EAST BRUNSWICK, N. J., July 21, 1998 - Key Energy Group, Inc. (NYSE: KEG)
announced today that its Chairman, President and Chief Executive Officer,
Francis D. John, sent the following letter to the board of directors of Dawson
Production Services, Inc. (NYSE: DPS):
"July 20, 1998
The Board of Directors
Dawson Production Services, Inc.
112 E. Pecan Street
Suite 1000
San Antonio, TX 78205
Dear Board Members:
On June 29, 1998 Key Energy Group, Inc. made an all cash proposal to
you for the acquisition of Dawson Production Services, Inc. To date, no one
from your company has contacted us with respect to the proposal even though
three weeks have passed since it was delivered to you. Over the past
several weeks, many of your shareholders have contacted Key expressing
concern and frustration about Dawson's unresponsiveness. It is our
understanding that you too have heard by phone and in writing from many of
these Dawson shareholders. Their unanimous view as expressed to Key is that
the combination of our companies makes tremendous sense and would be
beneficial to all relevant parties, including our respective shareholders,
employees and customers.
In our June 29 letter we noted that our $16 per share proposal
represented a premium of more than 60% to Dawson's market value the day
prior to the disclosure of Key's investment in your company. Subsequent to
our proposal, oilfield service stocks have continued to decline as the
outlook for oil and natural gas prices remains uncertain. As a result, and
based on a review of comparable service companies, it is reasonable to
conclude that Dawson in all likelihood would be trading in the $8 range
today if it were not for Key's attractive proposal. Accordingly, Key's
proposal now represents a premium of approximately 100% to Dawson's
unaffected stock price.
We are certain that Dawson's Management and Directors want to act in
the best interest of the company's shareholders. As I previously mentioned,
many of Dawson's shareholders have expressed their desire to see this
----
transaction completed expeditiously. Hopefully, we will hear from you in
the very near future with a commitment to proceed forward in good faith.
Such constructive action would mitigate the possibility of our proposal
being reduced which would have a negative impact on your shareholders'
value.
As you know, we have been and continue to be prepared to meet
immediately with representatives of Dawson to discuss our proposal. Given
the financing commitment we have in hand from PNC Bank, we believe a
definitive agreement between our companies could be achieved in no more
- --------------------------------------------------------------------------------
Two Tower Center, 20th Floor, East Brunswick, NJ 08816
Telephone: (732) 247-4822 Fax: (732) 247-5148
<PAGE>
Page 2
than thirty days from the date we initially meet and with no material
disruption to our companies' operations. No doubt, a large majority of your
shareholders would applaud such an outcome.
Sincerely,
/ s / Francis D. John
--------------------------
President, Chairman & CEO"
On June 15, 1998 Key Energy filed a Schedule 13D with the Securities and
Exchange Commission to report its purchase in the open market of 820,500 shares
of Dawson common stock, representing approximately 7.3% of Dawson's outstanding
shares. On June 29, 1998, Key announced that it had made a proposal to the board
of directors of Dawson to acquire all of the issued and outstanding shares of
Dawson common stock for $16.00 per share in cash. The proposed transaction would
have a total market equity value of approximately $180 million.
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.
CONTACT: Key Energy Group, Inc Abernathy MacGregor Frank
Jim Dean Joele Frank / Dan Katcher
(732) 247-4822 (212) 371-5999
# # #
