<PAGE> 1
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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
DAWSON GEOPHYSICAL COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) 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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
DAWSON GEOPHYSICAL COMPANY
208 SOUTH MARIENFELD
MIDLAND, TEXAS 79701
915/682-7356
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 14, 1997
TO THE STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the Stockholders of
Dawson Geophysical Company will be held at the Petroleum Club of Midland, 501
West Wall, Midland, Texas 79701 at 10:00 a.m. on January 14, 1997 for the
following purposes:
1. Electing Directors of the Company;
2. Considering and voting upon a proposal to appoint KPMG Peat
Marwick LLP as independent public accountants of the Company for
the fiscal year ending September 30, 1997; and
3. Considering all other matters as may properly come before the meeting.
The Board of Directors has fixed the close of business on November 15,
1996, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting and at any adjournment or adjournments
thereof.
DATED this 15th day of November, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
Paula W. Henry, Secretary
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO EXECUTE
THE ACCOMPANYING PROXY CARD, WHICH REQUIRES NO POSTAGE, AND RETURN IT PROMPTLY.
ANY STOCKHOLDER GRANTING A PROXY MAY REVOKE SAME AT ANY TIME PRIOR TO ITS
EXERCISE. ALSO, WHETHER OR NOT YOU GRANT A PROXY, YOU MAY VOTE IN PERSON IF YOU
ATTEND THE MEETING.
<PAGE> 3
DAWSON GEOPHYSICAL COMPANY
208 SOUTH MARIENFELD
MIDLAND, TEXAS 79701
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JANUARY 14, 1997
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the Board of Directors of
Dawson Geophysical Company (the "Company") for use at the Annual Meeting of
Stockholders of the Company to be held on Tuesday, January 14, 1997, and at any
adjournment or adjournments thereof. In addition to the use of the mails,
proxies may be solicited by personal interview, telephone and telegraph by
officers, directors and other employees of the Company, who will not receive
additional compensation for such services. The Company may also request
brokerage houses, nominees, custodians and fiduciaries to forward the
soliciting material to the beneficial owners of stock held of record and will
reimburse such persons for forwarding such material. The Company will bear the
cost of this solicitation of proxies. Such costs are expected to be nominal.
Proxy solicitation will commence with the mailing of this Proxy Statement on or
about December 4, 1996.
Any stockholder giving a proxy has the power to revoke the same at any
time prior to its exercise by executing a subsequent proxy or by written notice
to the Secretary of the Company or by attending the meeting and withdrawing the
proxy.
PURPOSE OF MEETING
As stated in the Notice of Annual Meeting of Stockholders accompanying
this Proxy Statement, the business to be conducted and the matters to be
considered and acted upon at the annual meeting are as follows:
1. Electing Directors of the Company;
2. Considering and voting upon a proposal to appoint KPMG Peat
Marwick LLP as independent public accountants of the Company for the
fiscal year ending September 30, 1997; and
3. Considering all other matters as may properly come before the meeting.
VOTING RIGHTS
The voting securities of the Company consist solely of common stock, par
value $0.33 1/3 per share ("Common Stock").
The record date for stockholders entitled to notice of and to vote at the
meeting is the close of business on November 15, 1996, at which time the
Company had outstanding and entitled to vote at the meeting 4,161,550 shares
of Common Stock. Stockholders are entitled to one vote, in person or by proxy,
for each share of Common Stock held in their name on the record date.
Stockholders representing a majority of the Common Stock outstanding and
entitled to vote must be present or represented by proxy to constitute a
quorum.
The election of directors will require the affirmative vote of a majority
of the Common Stock present or represented by proxy at the meeting and entitled
to vote thereon. Cumulative voting for directors is not authorized.
ELECTION OF DIRECTORS
At the Annual Meeting to be held on January 14, 1997, six persons are to
be elected to serve on the Board of Directors for a term of one year and until
their successors are duly elected and qualified. All of the current Directors
have announced that they will be available for election to the Board of
Directors. The Company's nominees for the six directorships are:
Calvin J. Clements Matthew P. Murphy
L. Decker Dawson Howell W. Pardue
Floyd B. Graham Tim C. Thompson
For information about each nominee, see "Directors and Executive Officers".
1
<PAGE> 4
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors currently consists of three persons who are
employees of the Company and three persons who are not employees of the Company
(i.e., outside directors). Set forth below are the names, ages and positions of
the Company's Directors and executive officers as of November 15, 1996.
NAME AGE POSITION
---- --- --------
L. Decker Dawson 76 President
Director
Floyd B. Graham 68 Vice President
Director
Howell W. Pardue 60 Vice President
Director
Calvin J. Clements 75 Director
Matthew P. Murphy 66 Director
Tim C. Thompson 62 Director
Christina W. Hagan 41 Treasurer
The Board of Directors elects executive officers annually. Executive
officers hold office until their successors are elected and have qualified.
Set forth below are descriptions of the principal occupations during at
least the past five years of the Company's directors and executive officers.
L. Decker Dawson. Mr. Dawson founded the Company in 1952 and has served in
his present positions since that time. Prior thereto, Mr. Dawson was a
geophysicist with Republic Exploration Company, a geophysical company.
Floyd B. Graham. Mr. Graham joined the Company in 1974 and has served in
his present positions since that time. Prior thereto, Mr. Graham was an
independent geophysical consultant for 14 years, and prior thereto was a
geophysicist for the predecessor of Exxon Company, U.S.A. for 10 years.
Howell W. Pardue. Mr. Pardue joined the Company in 1976 and has served in
his present positions since that time. Prior thereto, Mr. Pardue was employed
in data processing for 17 years by Geosource, Inc. and its predecessor
geophysical company.
Calvin J. Clements. Mr. Clements has served the Company as director since
1972. Prior thereto and until his retirement in 1987, Mr. Clements was employed
by the Company as vice president of the data acquisition operations.
Matthew P. Murphy. Mr. Murphy has served the Company as director since
1993. Until his retirement in 1991, Mr. Murphy served as executive officer of
NCNB Texas, now known as NationsBank of Texas, N.A. (and predecessor banks),
and from 1986 to 1991, Mr. Murphy served the bank as District Director-West
Texas.
Tim C. Thompson. Mr. Thompson has served the Company as director since
1995. Mr. Thompson, a management consultant since May 1993, was President and
CEO of Production Technologies International, Inc. from November 1989 to May
1993.
Christina W. Hagan. Ms. Hagan joined the Company in 1988 and has served in
her present capacity since January 1990. Prior thereto, Ms. Hagan served the
Company as assistant controller.
MEETINGS AND COMMITTEES OF DIRECTORS
During fiscal year ended September 30, 1996, seven meetings of the Board
of Directors were held which all of the respective members attended with the
exception that Mr. Murphy was absent from one meeting. The Company has no
standing nominating or compensation committees of the Board of Directors, nor
any committees performing similar functions, since the Board of Directors
itself performs these functions.
The Audit Committee currently consists of Messrs. Clements, Murphy and
Thompson, all of whom are nonemployee directors. The functions of the Committee
are to determine whether management has established internal controls which are
sound, adequate and working effectively; to ascertain whether Company assets
are verified and safeguarded; to review and approve external audits; to review
audit fees and the appointment of independent public accountants; and to review
non-audit services provided by the independent public accountants. The
Committee met twice during fiscal year ended September 30, 1996. All members
attended both meetings with the exception that Mr. Murphy was absent from one
meeting.
2
<PAGE> 5
MANAGEMENT COMPENSATION
The compensation levels of the Company are believed to be competitive and
in line with those of comparable companies and to align the interests of the
Company's employees with those of its stockholders through potential stock
ownership.
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the annual
and long-term compensation paid to or for (i) the Company's Chief Executive
Officer during the fiscal year ended September 30, 1996 and (ii) those of the
Company's four other most highly compensated other executive officers whose
total annual salary and bonus exceeded $100,000 in 1996 (collectively, the
"Named Officers"), for services rendered to the Company and its subsidaries
during fiscal years 1994, 1995 and 1996;
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------
NAME AND PRINCIPAL OTHER ANNUAL
POSITION YEAR SALARY BONUS (1) COMPENSATION
- ------------------ ---- -------- --------- ------------
<S> <C> <C> <C> <C>
L. Decker Dawson 1996 $ 90,831 -- *
President 1995 $ 84,293 -- *
1994 $ 75,600 -- *
Floyd B. Graham 1996 $120,000 $7,588 *
Vice President 1995 $120,000 $9,138 *
1994 $115,077 $5,828 *
Howell W. Pardue 1996 $120,000 $7,168 *
Vice President 1995 $120,000 $8,607 *
1994 $118,477 $6,053 *
</TABLE>
- ----------
* Any perquisites or other personal benefits received from the Company by
any of the named executives are substantially less than the reporting
thresholds established by the Securities and Exchange Commission (the
lesser of $50,000 or 10% of the individual's cash compensation).
(1) Any bonus that might be paid for fiscal 1996 is not yet calculable and, in
accordance with Securities and Exchange Commission regulations, will be
reported in the proxy statement for the annual meeting of stockholders on
January 13, 1998.
Long-term incentive compensation for senior executive officers is not a
policy of the Company. Accordingly, no awards or payouts have been made. The
Company has no retirement or pension plan except for the Employee Stock
Purchase Plan and the 1991 Incentive Stock Option Plan. The executive officers
named in the above Summary Compensation Table (the "named executive officers")
are not participants in either such plan.
The Dawson Geophysical Company 1991 Incentive Stock Option Plan (the
"Plan") provides that 150,000 shares of the Company's authorized but unissued
Common Stock are reserved for issuance pursuant to the Plan and are subject to
options granted to key employees during the ten-year period through January 8,
2001.
Options under the 1991 Plan will be granted at an exercise price equal to
the market price of the common stock on the date of grant. Each option that is
granted will be exercisable after the period or periods specified in the option
agreement, but prior to the expiration of five years after the date of grant.
Commencing one year after date of grant, optionees may purchase up to
one-fourth of the shares covered by a particular grant, and each option becomes
exercisable with respect to an additional one-fourth of the shares covered in
each of the next three years.
As to the named executive officers and Directors of the Company, no
options have been granted except for 15,000 shares with an exercise price of
$4.25 per share to Christina W. Hagan. Another officer has been granted options
to purchase 4,000 shares with an exercise price of $4.25 per share. At
September 30, 1996 and at November 15, 1996, the total number of shares covered
by outstanding options under the 1991 Plan were 100,250 shares at an option
price ranging from $4.25 to $11.25 per share.
On November 1, 1982, the Board of Directors of the Company adopted an
Employee Stock Purchase Plan (the "Purchase Plan") effective January 1, 1983,
in which eligible employees may elect to purchase, through payroll deductions,
the Company's Common Stock and thereby increase their proprietary interest in
the Company. Pursuant to the Purchase Plan, the Company contributes one dollar
(before Social Security and withholding taxes) for each dollar contributed by
an eligible employee to purchase common stock for the employee's account up to
5% of the employee's annual salary. As of November 15, 1996, no Director
participated in the Purchase Plan.
The Company pays director's fees only to outside directors. These
Directors each receive $900 per month for Director's fees. Currently, those
receiving such fees are Messrs. Clements, Murphy and Thompson.
3
<PAGE> 6
BOARD REPORT ON EXECUTIVE COMPENSATION
The Company has no standing compensation committee. The Board of Directors
as a whole performs this function.
Compensation for executive officers is based on the principles that
compensation must be competitive to enable the Company to motivate and retain
the talent needed to lead and grow the Company's business, and to provide
rewards which are closely linked to the Company and individual performance.
Executive compensation is based on performance against a combination of
financial and non-financial measures. In addition to business results,
employees are expected to uphold a commitment to integrity, maximizing the
development of each individual, and continually improving the environmental
quality of its products and operations. In upholding these financial and
non-financial objectives, executives not only contribute to their own success,
but also help ensure that the business, employees, stockholders and communities
in which we live and work will prosper.
In 1996, the Board of Directors did not make any significant changes in
the levels of compensation for executive officers.
The President, at his request, has received a reduced level of
compensation for the past 11 years. The President's compensation remains
substantially below compensation levels for comparable positions in the
industry.
Compensation Committee Interlocks and Insider Participation
The Company has no compensation committee and decisions regarding
compensation are made by the entire Board of Directors, including Messrs.
Dawson, Graham and Pardue, all of whom are executive officers of the Company.
PERFORMANCE GRAPH
The following graph compares the five-year cumulative total return of the
Company's common stock as compared with the S&P 500 Stock Index and a peer
group made up of companies in the Value-Line Oilfield Services Industry Index.
The Oilfield Services Index consists of far larger companies that perform a
variety of services as compared to land-based acquisition and processing of
seismic data performed by the Company.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG DAWSON GEOPHYSICAL COMPANY, THE S & P INDEX AND A PEER GROUP
<TABLE>
<CAPTION>
9/91 9/92 9/93 9/94 9/95 9/96
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
DAWSON GEOPHYSICAL COMPANY 100 115 208 312 282 206
PEER GROUP 100 104 113 99 120 166
S & P 500 100 111 125 130 169 203
</TABLE>
* $100 INVESTED ON 09/30/91 IN STOCK OR INDEX.
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
4
<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding beneficial
ownership of the Company's Common Stock, as of November 15, 1996, by each of
the Company's directors, by each of the Named Officers, by all executive
officers and directors of the Company as a group, and by each person known to
the Company to be the beneficial owner of more than 5% of any class of the
Company's outstanding Common Stock. Unless otherwise indicated, the
shareholders listed possess sole voting and investment power with respect to
the shares listed.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
TITLE NAME OF AMOUNT AND NATURE OF PERCENT
OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS (4)
- -------- ---------------- -------------------- -----------
<S> <C> <C> <C>
Common L. Decker Dawson 1,007,272 (1) 24.18%
Stock
Common Wellington Management Company, LLP 410,700 (2) 9.86%
Stock
Common Dimensional Fund Advisors Inc. 212,100 (3) 5.09%
Stock
</TABLE>
- ----------
(1) Mr. Dawson, by virtue of his share of ownership, may be deemed to be,
but disclaims his status as, a "parent" of the Company as defined under Rule
405 promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 as amended (the "Securities Act").
(2) Wellington Management Company, LLP ("WMC") is an investment adviser
registered with the Securities and Exchange Commission under the Investment
Advisers Act of 1940, as amended. As of November 18, 1996, WMC, in its
capacity as investment adviser, may be deemed to have beneficial ownership of
410,700 shares of common stock of Dawson Geophysical Company that are owned by
numerous investment advisory clients, none of which is known to have such
interest with respect to more than five percent of the class.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 212,100 shares
of Dawson Geophysical Company stock as of September 30, 1996, all of which
shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA GroupTrust and DFA
Participation Group Trust, investment vehicles for qualified employee benefit
plans, all of which Dimensional Fund Advisors Inc. serves as investment
manager. Dimensional disclaims beneficial ownership of all such shares.
(4) The percent of class set forth above includes an aggregate of 4,000
shares of Common Stock issuable to members of the Company's management (other
than the named executive officers) upon exercise of stock options held by
them, which options are currently exercisable.
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE NAME OF BENEFICIAL OF BENEFICIAL PERCENT
OF CLASS OWNER OWNERSHIP OF CLASS
-------- ------------------ ------------------ --------
<S> <C> <C> <C>
Common Stock L. Decker Dawson 1,007,272 24.18%
Common Stock Calvin J. Clements 100,626 2.42%
Common Stock Howell W. Pardue 88,000 2.11%
Common Stock Floyd B. Graham 70,425 1.69%
Common Stock Christina W. Hagan 23,927 *
Common Stock Tim C. Thompson 1,000 *
Common Stock Matthew P. Murphy 500 *
Share ownership of
Directors, executive officers
and officers as a group
(8 persons) (1) 1,297,002 31.14%
</TABLE>
- ----------
*Indicates less than 1% of the outstanding shares of Common Stock.
(1)The number of shares set forth above as being beneficially owned by the
group includes an aggregate of 4,000 shares of Common Stock issuable to
members of the Company's management (other than the named executive officers)
upon exercise of stock options held by them, which options are currently
exercisable.
5
<PAGE> 8
REPORTING OF SECURITIES TRANSACTIONS
Ownership of and transactions in the Company's stock by executive officers
and Directors of the Company are required to be reported to the Securities and
Exchange Commission pursuant to Section 16(a) of the Securities and Exchange
Act of 1934. All reporting requirements have been filed in a timely manner.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP for appointment
as independent public accountants for the Company for the fiscal year ending
September 30, 1997, subject to ratification by the stockholders. KPMG Peat
Marwick LLP served as independent public accountants for the Company for the
fiscal year ended September 30, 1996, and representatives of that firm are
expected to be present at the Annual Meeting of Stockholders. KPMG Peat Marwick
LLP will have an opportunity to make a statement if they desire to do so and
respond to appropriate questions.
NEXT ANNUAL MEETING
The next Annual Meeting of the Company's stockholders is scheduled to be
held on January 13, 1998. Appropriate proposals of stockholders intended to be
presented at the 1998 Annual Meeting must be received by Ms. Paula W. Henry,
Secretary, no later than August 6, 1997, in order to be included in the
Company's Proxy Statement and form of Proxy relating to such meeting.
OTHER MATTERS
Management knows of no other business which will be presented at the
Annual Meeting other than as explained herein.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996, BY WRITING TO THE SECRETARY, DAWSON GEOPHYSICAL COMPANY,
208 SOUTH MARIENFELD, MIDLAND, TEXAS 79701.
BY THE ORDER OF THE BOARD OF DIRECTORS
Paula W. Henry, Secretary
6
<PAGE> 9
PROXY
PLEASE SIGN AND RETURN
PROMPTLY.
ANNUAL MEETING
JANUARY 14, 1997
10:00 A.M.
PETROLEUM CLUB OF MIDLAND
501 WEST WALL, MIDLAND, TX 79701
THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS
OF THE COMPANY
Please return this proxy card
which requires no postage if mailed
in the U.S.A.
[DAWSON LOGO] GEOPHYSICAL COMPANY
The undersigned stockholder of Dawson Geophysical Company hereby appoints L.
Decker Dawson, Floyd B. Graham, and Matthew P. Murphy or any one or more of
them, attorneys, agents and proxies of the undersigned, with full power of
substitution to each of them, to vote all the shares of Common Stock which the
undersigned would be entitled to vote at the Annual Meeting of Stockholders to
be held January 14, 1997, and at any adjournment or adjournments thereof, with
all the powers the undersigned would possess if personally present and voting
thereat, (A) as instructed below with respect to the following matters and (B)
in their discretion upon other matters which properly come before the meeting.
UNLESS A CONTRARY INSTRUCTION IS SPECIFIED BELOW, THIS PROXY WILL BE VOTED FOR
ALL ITEMS.
1. Election of Directors:
[ ] FOR all nominees below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
Calvin J. Clements, L. Decker Dawson, Floyd B. Graham, Matthew P.
Murphy, Howell W. Pardue and Tim C. Thompson. (INSTRUCTION: To withhold
authority to vote for any individual nominee, write that nominee's name
in the space provided below):
2. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
public accountants of the Company for the fiscal year ended September 30,
1997.
[ ] For [ ] Against
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement of the Company dated November 15, 1996.
Please date and sign exactly as name appears on this proxy. Joint owners should
each sign. If the signer is a corporation, please sign full corporate name by
duly authorize officer. Executors, administrators, trustees, etc., should give
full title as such.
Dated
----------------------------------
----------------------------------
----------------------------------
(Signature of Stockholder)
