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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
DAWSON GEOPHYSICAL COMPANY
(Name of Issuer)
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COMMON STOCK, $.33 1/3 PAR VALUE
(Title of Class of Securities)
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239359 10 2
(CUSIP Number)
MR. RICHARD E. BLOHM, JR.
1415 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 739-6500
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
with copies to:
MR. JOHN R. BRANTLEY MR. CHARLES SZALKOWSKI
BRACEWELL & PATTERSON, L.L.P. BAKER & BOTTS, L.L.P.
711 LOUISIANA STREET, SUITE 2900 901 LOUISIANA STREET
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002-4995
713-223-2900 (713) 229-1234
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JUNE 4, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report this acquisition that is the subject of this Schedule 13D,
and is filing this Schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box: [ ]
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 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act.
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Page 1 of 9 Pages
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Page 2 of 9 Pages
CUSIP NO.: 239359 10 2
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AMENDMENT NO. 6 TO SCHEDULE 13D
<TABLE>
============= ==================================================================
<S> <C>
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Pebbleton Corporation N.V.
- ------------- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ------------- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------- ------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ------------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
- ------------- ------------------------------------------------------------------
7 Sole Voting Power
0
- ------------- ------------------------------------------------------------------
8 SHARED VOTING POWER
829,900
- ------------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ------------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
829,900
- ------------- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,900
- ------------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
- ------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
- ------------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
============= ==================================================================
</TABLE>
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CUSIP NO.:239359 10 2
AMENDMENT NO. 6 TO SCHEDULE 13D
<TABLE>
============= ==================================================================
<S> <C>
1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Issam M. Fares
- ------------- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ------------- ------------------------------------------------------------------
3 SEC USE ONLY
- ------------- ------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- ------------- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Lebanese
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7 Sole Voting Power
0
- ------------- ------------------------------------------------------------------
8 SHARED VOTING POWER
829,900
- ------------- ------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ------------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
829,900
- ------------- ------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
829,900
- ------------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
- ------------- ------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
- ------------- ------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
============= ==================================================================
</TABLE>
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Page 4 of 9 Pages
SCHEDULE 13D
AMENDMENT NO. 6
Unless otherwise defined or indicated in this Amendment No. 6,
capitalized terms which are used herein and are defined in the Schedule 13D
filed October 16, 1998, as heretofore amended ("Original 13D"), shall have the
meanings assigned to them in the Original 13D. All information herein with
respect to Dawson Geophysical Company, a Texas corporation, is to the best
knowledge and belief of the Reporting Persons, as defined herein.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment No. 6 is filed by (a) Pebbleton Corporation, N.V., a
corporation organized under the laws of the Netherlands Antilles ("Pebbleton"),
and (b) Mr. Issam M. Fares, an individual ("Mr. Fares" and together with
Pebbleton, the "Reporting Persons").
The address of the principal business offices of Pebbleton and the
address of Mr. Fares is Pietermaai 15, Curacao, Netherlands Antilles. N.V.
Fides, a Netherlands Antilles corporation, functions as a Managing Director of
Pebbleton in order to comply with Netherlands Antilles regulations requiring
resident directors. There are no other officers or directors of Pebbleton. The
filing of this statement shall not be construed as an admission that N.V. Fides
is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended (the "Act"), the beneficial owner of any securities covered by
this statement.
Because each of Pebbleton and Mr. Fares resides outside of the United
States, they have requested WEDGE Group Incorporated, a corporation organized
under the laws of the State of Delaware ("Wedge"), to advise the Reporting
Persons with respect to acquisition, holding, voting and disposition strategies
regarding the Common Stock of the Issuer. Mr. Fares is the ultimate beneficial
owner of all of the outstanding capital stock of each of Pebbleton and Wedge.
Mr. William H. White is the President of Wedge. The address of the principal
business offices of Mr. White and of Wedge is 1415 Louisiana Street, Houston,
Texas 77002. Wedge owns no shares of the Common Stock of the Issuer. Mr. White
owns 4,000 shares of Common Stock of the issuer. Mr. White's shares are reported
herein solely because he is an executive officer of an affiliate of a Reporting
Person. The filing of this statement on Schedule 13D is not intended, and shall
not be construed, as an admission that (i) Wedge is, for the purposes of Section
13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"),
the beneficial owner of any securities covered by this statement, or (ii) Mr.
White is, for purposes of such sections of the Act, the beneficial owner of any
shares of the Common Stock of the Issuer other than the 4,000 shares reported as
being owned by him.
Neither of the Reporting Persons , or to their knowledge N.V. Fides,
has been during the last five years (a) convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, United States federal or state securities laws or finding any
violations with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the funds used for the purchases of the Common Stock by
Pebbleton was working capital on hand. The source of the funds used for the
purchases of the Common Stock by Mr. White was personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purchases of the Common Stock of the Issuer by the Reporting
Persons were made on The Nasdaq Stock Market, Inc., the principal market in
which shares of the Issuer's Common Stock are traded, and such acquisitions were
made for investment purposes.
The Reporting Persons intend to monitor their investment in the Issuer
on a continuing basis in the ordinary course of business and, depending upon the
price of, and other market conditions relating to, the Common Stock, as well as
subsequent developments affecting the Issuer, the Issuer's business and
prospects, other investment and business opportunities available to the
Reporting Persons, general stock market and economic conditions (including the
price of oil and natural gas), tax considerations and other factors deemed
relevant, may decide to increase or decrease the size of their investment in the
Issuer.
Wedge, at the request and on behalf of the Reporting Persons, will be
discussing from time to time with executives, members of the board of directors
and other shareholders of the Issuer and other parties methods by which the
Issuer can best preserve and increase its value during a difficult time for the
oil and gas industry, characterized by relatively low oil prices and decreased
capital spending by exploration and production companies. Such methods may
involve expansion or contraction of the geographic scope of the Issuer's
operations, strategic alliances, business combinations, cost containment
measures and other similar arrangements. Wedge, at the request and on behalf of
the Reporting Persons, also will be discussing from time to time with
executives, members of the board of directors and other shareholders of the
Issuer and other parties methods by which the Reporting Persons may increase
their ownership interest in the Issuer. The Reporting Persons do not intend to
take actions that would be opposed by management of the Issuer. If as a result
of such discussions, the Reporting Persons decide to pursue any of the methods
for preserving and increasing the value of the Issuer described herein, or
increasing their ownership interest, the consummation thereof could relate to or
result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
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Page 6 of 9 Pages
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any actions similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As set forth herein, Pebbleton owns 829,900 shares of Common Stock
of the Issuer, which represents approximately 15.3% of the Common Stock
outstanding as of March 31, 1999, as reported by the Issuer in its Form 10-Q for
the quarter ended March 31, 1999 and filed with the Securities and Exchange
Commission ("Commission") on April 31, 1999. See Item 4.
As set forth herein, Mr. White owns 4,000 shares of Common Stock of the
Issuer, which represents approximately 0.01% of the Common Stock outstanding as
of March 31, 1999, as reported by the Issuer in its Form 10-Q for the quarter
ended March 31, 1999 and filed with the Commission on April 30, 1999.
(b) Mr. Fares may be deemed to beneficially own and thereby share
voting and dispositive power over the shares of Common Stock described herein
which are held by Pebbleton. Mr. White has sole voting and dispositive power
over the shares of Common Stock owned by him. See Item 2.
(c) Set forth in Exhibit A to this Amendment No. 6 is a list of all
transactions effected in the Issuer's Common Stock by Pebbleton within the past
sixty days, including (i) the identity of the person effecting transactions in
the Issuer's Common Stock; (ii) the date of the transaction; (iii) the amount of
securities involved; (iv) the price per share of Common Stock; and (v) where and
how the transaction was effected. Other than the transactions described in this
Item 5, none of the Reporting Persons nor to the knowledge of the Reporting
Persons, any of their officers or directors, has effected any transactions in
the Common Stock during the preceding sixty days.
Mr. White purchased 1,000 shares on December 31, 1997 at a price of
$16.50 per share. The remaining 3,000 shares were purchased by Mr. White on
April 27, 1999 at a price of $9.75 per share. All shares were purchased on the
NASDAQ Stock Market, Inc.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Transactions in the Common Stock by Pebbleton
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SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
Dated: June 9, 1999. PEBBLETON CORPORATION N.V.
By: Issam M. Fares, Managing Director
By: /s/ Richard E. Blohm, Jr.
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Richard E. Blohm, Jr.
Attorney in Fact
Dated: June 9, 1999. Issam M. Fares
By: /s/ Richard E. Blohm, Jr.
-----------------------------------
Richard E. Blohm, Jr.
Attorney in Fact
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INDEX TO EXHIBITS
Exhibit A Transactions in the Common Stock by Pebbleton
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Page 9 of 9 Pages
EXHIBIT A
TRANSACTIONS IN THE COMMON STOCK BY PEBBLETON
With respect to the transactions set forth below, all purchases were
made by Pebbleton Corporation N.V. and were effected on The Nasdaq Stock Market,
Inc., the exchange on which the shares of Common Stock of Dawson Geophysical
Company are traded during the 60 days prior to the filing of this Amendment No.
6.
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF SHARES PRICE PER SHARE
PURCHASED ($)
<S> <C> <C>
04/20/99 10,000 9.0000
04/22/99 15,000 9.5700
500 9.6250
2,500 9.7500
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18,000
04/23/99 1,000 9.4375
8,000 9.7500
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9,000
04/26/99 3,000 9.8725
1,500 9.9375
2,500 10.0000
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7,000
04/27/99 7,000 10.0000
04/28/99 95,000 10.0000
04/29/99 14,000 10.125
04/30/99 23,000 10.125
05/04/99 3,000 10.500
1,000 10.375
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4,000
05/07/99 5,000 10.625
05/10/99 5,000 10.625
05/11/99 10,000 10.625
05/12/99 10,000 10.625
05/21/99 5,000 10.750
</TABLE>
A-2
