<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
Section 240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
DAWSON GEOPHYSICAL COMPANY
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(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 13, 1998
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 13, 1998 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, 1998; 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 21,
1997, 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 21st day of November, 1997.
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 13, 1998
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 13, 1998, 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 5, 1997.
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, 1998; 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 21, 1997, at which time the
Company had outstanding and entitled to vote at the meeting 5,350,000 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 13, 1998, 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 21, 1997.
<TABLE>
<CAPTION>
NAME AGE POSITION
---------------- --- ------------------------
<S> <C> <C>
L. Decker Dawson 77 President,
Director
Floyd B. Graham 69 Executive Vice President,
Director
Howell W. Pardue 61 Executive Vice President,
Director
Christina W. Hagan 42 Vice President,
Chief Financial Officer
Edward L. Huff 60 Vice President
C. Ray Tobias 40 Vice President
Stephen C. Jumper 36 Vice President
Paula W. Henry 40 Secretary
Calvin J. Clements 76 Director
Matthew P. Murphy 67 Director
Tim C. Thompson 63 Director
</TABLE>
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. Mr.
Dawson served as President of the Society of Exploration Geophysicists
(1989-1990) and received its Enterprise Award in 1997. He was Chairman of the
Board of Directors of the International Association of Geophysical Contractors
(1981). He currently serves as a director and honorary life member of such
association. He was inducted into the Permian Basin Petroleum Museum's Hall of
Fame in 1997.
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 1975 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.
Christina W. Hagan. Ms. Hagan joined the Company in 1988 and was elected
Chief Financial Officer in January 1997 and Vice President in September 1997.
Prior thereto, Ms. Hagan served the Company as Controller and Treasurer. Ms.
Hagan is a certified public accountant.
Edward L. Huff. Mr. Huff joined the Company in 1956 and was elected Vice
President in September 1997. Prior thereto, Mr. Huff served as instrument
operator, crew manager and field supervisor. He has managed the Company's field
operations since 1987.
C. Ray Tobias. Mr. Tobias joined the Company in 1990 and was elected Vice
President in September 1997. Mr. Tobias is responsible for maintaining client
relationships and submitting survey cost quotations to client companies. He is
presently the chairman of the International Association of Geophysical
Contractors West Texas - Eastern New Mexico Operations Committee and is Past
President of the Permian Basin Geophysical Society. Prior to joining the
Company, Mr.Tobias was employed by Geo-Search Corporation where he was
responsible for pricing and bidding geophysical work to major oil companies.
Steven C. Jumper. Mr. Jumper, a geophysicist, joined the Company in 1985
and was elected Vice President in September 1997. Mr. Jumper also serves as
manager of technical services with an emphasis on 3-D processing. Mr. Jumper has
served the Permian Basin Geophysical Society as Second Vice President (1991),
First Vice President (1992), and as President (1993).
Paula W. Henry. Ms. Henry joined the Company in 1981 and has served in her
present position since 1989. Ms. Henry supervises administrative operations of
the Company.
2
<PAGE> 5
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 an 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
Chief Executive Officer of Production Technologies International, Inc. from
November 1989 to May 1993.
MEETINGS AND COMMITTEES OF DIRECTORS
During fiscal year ended September 30, 1997, six 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 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, 1997. All members
attended both meetings.
The Compensation Committee currently consists of Messrs. Clements, Murphy
and Thompson, all of whom are non-employee directors.
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, 1997 and (ii) those of the
Company's four other most highly compensated executive officers whose total
annual salary and bonus exceeded $100,000 in 1997 (collectively, the "Named
Officers"), for services rendered to the Company during fiscal years 1995,
1996 and 1997;
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
---------------------------------------------- ------
SECURITIES
UNDERLYING
FISCAL OTHER ANNUAL OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION (NO. OF SHARES)
- --------------------------- ------ -------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
L. Decker Dawson 1997 $119,892 $ -- $ -- --
President 1996 90,301 -- -- --
1995 84,923 -- -- --
Floyd B. Graham 1997 121,538 5,840 -- 5,000
Executive Vice President 1996 120,000 7,588 -- --
1995 120,000 9,138 -- --
Howell W. Pardue 1997 121,538 5,531 -- 5,000
Executive Vice President 1996 120,000 7,168 -- --
1995 120,000 8,607 -- --
Edward L. Huff (2) 1997 102,302 4,603 -- 5,000
Vice President
Stephen C. Jumper (2) 1997 102,302 3,337 -- 5,000
Vice President
- ----------------------
</TABLE>
(1) Any bonus that might be paid for fiscal 1997 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 stockholder
on January 12, 1999.
(2) Messrs. Huff and Jumper were each elected Vice President in September
1997.
3
<PAGE> 6
The following table sets forth certain information with respect to options
to purchase Common Stock granted during the fiscal year ended September 30,
1997, to each of the named executive officers.
OPTION GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------
NUMBER OF
SECURITIES GRANT DATE
UNDERLYING % OF TOTAL VALUE (1)
OPTIONS OPTIONS GRANTED ------------------
GRANTED TO EMPLOYEES IN EXERCISE EXPIRATION GRANT DATE
NAME (NO. OF SHARES) FISCAL YEAR PRICE ($/SH) DATE PRESENT VALUE ($)
- -------------- -------------- --------------- ------------ ---------- -----------------
<S> <C> <C> <C> <C> <C>
Floyd B.Graham 5,000 16.67% 24.125 9/30/2002 55,926
Howell W. Pardue 5,000 16.67% 24.125 9/30/2002 55,926
Edward L. Huff 5,000 16.67% 24.125 9/30/2002 55,926
Stephen C. Jumper 5,000 16.67% 24.125 9/30/2002 55,926
- ---------------------
</TABLE>
(1) The "grant date present value" shown is a hypothetical value based upon
applications of the Black-Scholes model which often is used to estimate the
market value of transferable options by calculating the probability, based
on the volatility of the stock subject to the options, that the stock price
will exceed the option exercise price at the end of the option term. The
Company's stock options are not transferable and, the Black-Scholes
estimate notwithstanding, an option will have value to the optionee only if
and to the extent the market price of the Company's stock rises above the
market price on the date the option was granted.
The following table sets forth certain information with respect to the
exercise of options to purchase Common Stock during the fiscal year ended
September 30, 1997, and unexercised options held at September 30, 1997, by each
of the named executive officers.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
9/30/97 OPTIONS AT
------------ 9/30/97 (1)
EXERCISABLE -------------
SHARES ACQUIRED VALUE UNEXERCISABLE EXERCISABLE
NAME ON EXERCISE REALIZED (NO. OF SHARES) UNEXERCISABLE
- ----------------- --------------- --------- -------------- -------------
<S> <C> <C> <C> <C>
Floyd B. Graham -- $ -- --/5,000 $--/$--
Howell W. Pardue -- -- --/5,000 --/ --
Edward L. Huff 2,500 17,188 --/5,000 --/ --
Stephen C. Jumper 3,750 23,906 --/5,000 --/ --
- ----------------------
</TABLE>
(1) The closing price per share on September 30, 1997, was $24.125 as reported
by the Nasdaq National Market.
Defined Benefit Plans and Other Arrangements. Long-term incentive
compensation for senior executive officers is not a policy of the Company.
Accordingly, no award or payouts have been made. The Company has no retirement
or pension plan except for its Employee Stock Purchase Plan and its 1991
Incentive Stock Option Plan, both of which are described below.
Directors who are not also employees of the Company receive $1,000 per
month and 500 shares of Common Stock per year for serving as directors.
COMPENSATION PLANS
Stock Option Plan. The Dawson Geophysical Company 1991 Incentive Stock
Option Plan (the "1991 Plan") provides that 150,000 shares of the Company's
authorized but unissued Common Stock are reserved for issuance pursuant to the
1991 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 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.
4
<PAGE> 7
During fiscal 1997, options to purchase an aggregate of 30,000 shares of
Common Stock were granted to certain key employees of the Company under the
1991 Plan. The per share exercise price of all options granted in fiscal 1997 is
$24.125, being the fair market value of a share of the Common Stock on the date
of grant. During fiscal 1997, 36,500 shares of the Common Stock were issued
pursuant to the exercise of options granted under the 1991 Plan. As of November
21, 1997, the total number of shares covered by outstanding options was 89,000.
Stock Purchase Plan. 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, shares of 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
September 30, 1997, two named executive officers participated in the Purchase
Plan. On a bi-weekly basis, the Company matches the participants' contributions
and directs the purchase of shares of the Company's Common Stock. There are no
vesting requirements for the participants. The Company contributed $164,530,
$198,863 and $217,723 to the Purchase Plan during the fiscal years 1995, 1996
and 1997, respectively.
BOARD REPORT ON EXECUTIVE COMPENSATION
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 services 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee makes recommendations regarding
compensation subject to approval of the entire Board of Directors.
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 500 INDEX
AND PEER GROUP
<TABLE>
<CAPTION>
9/92 9/93 9/94 9/95 9/96 9/97
- --------------------------------------------------------------------------------------------
(DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Dawson Geophysical Company 100 179 272 246 183 495
- --------------------------------------------------------------------------------------------
Peer Group 100 109 95 117 165 315
- --------------------------------------------------------------------------------------------
S & P 500 100 113 117 152 179 257
- --------------------------------------------------------------------------------------------
</TABLE>
* $100 INVESTED ON 9/30/92 IN STOCK OR INDEX.
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING SEPTEMBER 30.
5
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of November 21, 1997, 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS
- -------------- ------------------------ ------------------------ --------
<S> <C> <C> <C>
Common Stock L. Decker Dawson 507,272 9.48%
Common Stock Wellington Management Company, LLP 410,000 (2) 7.66%
Common Stock Howell W. Pardue 77,000 1.44%
Common Stock Calvin J. Clements 71,126 1.33%
Common Stock Floyd B. Graham 60,425 1.13%
Common Stock Stephen C. Jumper 21,928 *
Common Stock Christina W. Hagan 16,420 *
Common Stock Edward L. Huff 15,537 *
Common Stock C. Ray Tobias 15,146 *
Common Stock Tim C. Thompson 1,500 *
Common Stock Paula W. Henry 1,152 *
Common Stock Matthew P. Murphy 200 *
Common Stock Share ownership of directors and executive
officers as a group (11 persons) 787,706 14.72%
- ----------------
</TABLE>
* Indicates less than 1% of the outstanding shares of Common Stock.
(1) Except as otherwise indicated, each shareholder shown in the table has sole
voting and investment power with respect to all shares listed as
beneficially owned by such shareholder.
(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 September 30, 1997, WMC in its
capacity as investment adviser, may be deemed to have beneficial ownership
of 410,000 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.
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, 1998, 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, 1997, 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 12, 1999. Appropriate proposals of stockholders intended to be
presented at the 1999 Annual Meeting must be received by Ms. Paula W. Henry,
Secretary, no later than August 12, 1998, in order to be included in the
Company's Proxy Statement and form of Proxy relating to such meeting.
6
<PAGE> 9
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, 1997, 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
7
<PAGE> 10
PROXY
PLEASE SIGN
AND RETURN
PROMPTLY.
ANNUAL MEETING
JANUARY 13, 1998
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 GEOPHYSICAL COMPANY LOGO]
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 13, 1998, 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 listed 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,
1998.
[ ] For [ ] Against
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement of the Company dated November 21, 1997.
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 authorized officer. Executors, administrators, trustees, etc., should give
full title as such.
Dated
-----------------------------------
-----------------------------------------
-----------------------------------------
(Signature of Stockholder)
