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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. 3 - FINAL AMENDMENT)
AND
SCHEDULE 13D
(AMENDMENT NO. 8)
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
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CUSIP NO. 239423106 14D-1 PAGE 2 OF 3
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1. NAMES OF REPORTING PERSONS
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Midland Acquisition Corp. (E.I.N. 22-3598563)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,867,835 (including 283,835 Shares subject to guarantee of delivery)
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.0 %
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10. TYPE OF REPORTING PERSON CO
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2
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CUSIP NO. 239423106 14D-1 PAGE 3 OF 3
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1. NAMES OF REPORTING PERSONS
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Key Energy Group, Inc. (E.I.N. 04-2648081)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,867,835 (including 283,835 Shares subject to guarantee of delivery)
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
97.0%
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10. TYPE OF REPORTING PERSON CO
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3
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This Amendment No. 3 (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 and by Amendment No. 2 on September, 2, 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. 8
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,
Amendment No. 6 on August 26, 1998 and Amendment No. 7 on September 2, 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.
This Amendment constitutes the final amendment to the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding the following
thereto:
(a)-(b) The Offer was extended until 8:30 a.m. on Tuesday, September
15, 1998 at which time the Offer expired and the Purchaser accepted for payment
all Shares validly tendered and not withdrawn pursuant to the Offer. The
Purchaser has been informed by the Depositary that, after giving effect to the
tendering shareholders' compliance with the guaranteed delivery procedures,
10,047,035 Shares representing approximately 89.7% of the issued and outstanding
Shares were validly tendered and not withdrawn pursuant to the Offer and,
together with the Shares held by Parent and the Purchaser at the commencement of
the Offer, such Shares represent 97.0% of the issued and outstanding Shares.
Parent issued a press release on Tuesday September 15, 1998 announcing the
expiration of the Offer and announcing the results of the Offer. The full text
of the press release is filed herewith as Exhibit (a)(11) and is incorporated by
reference herein.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
exhibit thereto:
(a)(11) Text of press release, dated September 15, 1998, issued by
Parent.
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 15, 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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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.
(11) Text of Press Release, dated September 15, 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.
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(5) Commitment Letter between Parent and PNC Bank, N.A., dated as of
August 24, 1998.
(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)(11)
[Key Energy Group, Inc. Letterhead]
FOR IMMEDIATE RELEASE: CONTACT: JIM DEAN
TUESDAY, SEPTEMBER 15, 1998
(732) 247-4822
KEY ENERGY GROUP COMPLETES TENDER OFFER FOR
DAWSON PRODUCTION SERVICES
EAST BRUNSWICK, N.J., Sept. 15, 1998 - Key Energy Group, Inc. (NYSE: KEG)
announced today that it has completed its cash tender offer for all of the
outstanding shares of Dawson Production Services, Inc. (NYSE: DPS) at a price of
$17.50 per share in cash. The offer, which was scheduled to expire at 12:00
midnight, New York City time, on Monday, September 14, 1998, was extended until
8:30 a.m., New York City time, on Tuesday, September 15, 1998, and expired at
that time.
Both as of the extension of the offer and the termination of the offer, based on
a preliminary count from the depositary for the offer, approximately 9,763,200
shares of Dawson's common stock had been tendered which have now been accepted
for payment. These tendered shares, together with the 820,800 shares of Dawson
common stock that Key currently owns, represent approximately 94.5% of Dawson's
outstanding shares. Additionally, 283,835 shares have been tendered pursuant to
notices of guaranteed delivery. Key and Dawson will now proceed to complete a
merger pursuant to which Key will acquire the remaining shares of Dawson for
$17.50 per share in cash. This merger is expected to be completed later this
week.
Francis D. John, Chairman, President and Chief Executive Officer stated, "We are
very excited about the acquisition of Dawson. Together, Key and Dawson are a
powerful entity. The combined company will have the substantial ability to
reduce costs, provide a wider range of services for customers and create a more
stable environment for employees. With approximately 1,400 service rigs, 70
drilling rigs, and 1,000 oilfield service trucks, substantial ancillary well
service operations, and approximately 10,000 employees operating out of 125
locations, the combined company will be the largest well servicing company in
the world. We will be positively staged for future growth, with leading
positions in nearly all major domestic producing regions and with global
expansion opportunities. Both Key and Dawson have been recognized as the premier
well service contractors in the U.S. The combination of our highly regarded
employees and capabilities will serve only to enhance the quality and breadth of
services provided to our customers."
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.
