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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. 2)
DAWSON GEOPHYSICAL COMPANY
(Name of Issuer)
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COMMON STOCK, $.331/3 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 a copy to:
MR. JOHN R. BRANTLEY
BRACEWELL & PATTERSON, L.L.P.
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002
713-223-2900
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MARCH 17, 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
AMENDMENT NO. 2 TO SCHEDULE 13D
================================================================================
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) [ ]
- --------------------------------------------------------------------------------
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
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7 Sole Voting Power
0
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8 SHARED VOTING POWER
587,200
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9 SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
587,200
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.86%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
================================================================================
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Page 3 of 9 Pages
CUSIP NO.:239359 10 2
AMENDMENT NO. 2 TO SCHEDULE 13D
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1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER
Issam M. Fares
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
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
587,200
- --------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
587,200
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
587,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.86%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
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SCHEDULE 13D
AMENDMENT NO. 2
Unless otherwise defined or indicated in this Amendment No. 2,
capitalized terms which are used herein and are defined in the Schedule 13D
filed October 16, 1998 ("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. 2 is filed by (a) Pebbleton Corporation, N.V., a
corporation organized under the laws of the Netherlands Antilles ("Pebbleton"),
and (b) by Mr. Issam M. Fares, an individual ("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 on Schedule 13D 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.
Neither Pebbleton nor Mr. Fares, nor to the knowledge of the Reporting
Persons, 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.
Because each of Pebbleton and Fares resides outside of the United
States, the Reporting Persons 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. Fares is the
ultimate beneficial owner of all of the outstanding capital stock of each of
Pebbleton and Wedge. The address of the principal business offices of Wedge is
1415 Louisiana Street, Houston, Texas 77002. Wedge owns no shares of the Common
Stock of the Issuer. The filing of this statement on Schedule 13D shall not be
construed as an admission that 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.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purchases of the Common Stock of the Issuer 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, subsequent
developments affecting the Issuer, the Issuer's business and prospects, other
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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. At present,
however, none of the Reporting Persons has specific plans or proposals which
would 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;
(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.
The Reporting Persons reserve the right to formulate specific plans or proposals
with respect to, or to change their intentions regarding, any or all of the
foregoing.
Wedge, at the request and on behalf of the Reporting Persons, may from
time to time to discuss with management 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 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. 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, the
consummation thereof could involve transactions in the nature of those described
in paragraphs (a) through (j) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As set forth herein, Pebbleton owns 587,200 shares of Common Stock
of the Issuer, which represents approximately 10.86% of the outstanding Common
Stock (based on the number of shares of Common
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Page 6 of 9 Pages
Stock outstanding as of December 31, 1998, as represented by the Issuer in its
Form 10-Q for the quarter ended December 31, 1998, as filed with the Securities
and Exchange Commission on February 8, 1999). See Item 4.
(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. See Item 2.
(c) Set forth in Exhibit A to this Amendment No. 2 is a list of all
transactions effected in the Issuer's Common Stock within the past sixty (60)
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 herein,
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.
ITEM 4. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Transactions in the Common Stock
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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: March 25, 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: March 25, 1999. Issam M. Fares
By: /s/ Richard E. Blohm, Jr.
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Richard E. Blohm, Jr.
Attorney in Fact
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INDEX TO EXHIBITS
Exhibit A Transactions in the Common Stock
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EXHIBIT A
TRANSACTIONS IN THE COMMON STOCK
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.
2.
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF SHARES PRICE PER SHARE
PURCHASED ($)
<S> <C> <C>
03/12/99 1,000 7.5000
03/15/99 200 7.8750
14,800 8.0000
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15,000
03/16/99 3,700 8.0625
2,000 8.1875
6,400 8.1250
12,000 8.2500
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24,100
03/17/99 19,900 8.4375
5,200 8.5000
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25,100
03/23/99 1,000 8.5000
03/24/99 1,300 8.5000
03/25/99 2,800 8.5000
</TABLE>
