<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
DAWSON PRODUCTION SERVICES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
(Title of Class of Securities)
239423106
(CUSIP Number)
Mr. Andrew Wallach
Cumberland Associates
1114 Avenue of the Americas
New York, New York 10036
(212) 536-9700
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
December 24, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
<PAGE>1 of 8 Pages
SCHEDULE 13D
CUSIP No. 239423106
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUMBERLAND ASSOCIATES
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC,00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
237,600
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 52,400
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 237,600
WITH
10. SHARED DISPOSITIVE POWER
52,400
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14. TYPE OF REPORTING PERSON*
PN, IA
<PAGE>2 of 8 Pages
Item 1. Security and Issuer.
This Amendment No. 1, which is being filed pursuant to Rule 13d-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), amends the Schedule 13D, filed electronically on
October 7, 1996 (the "Schedule 13D"), of Cumberland Associates, a New York
limited partnership, and relates to the Common Stock, par value $.01 per share
(the "Common Stock" or the "Shares"), of Dawson Production Services, Inc. (the
"Company"), which has its principal executive offices at 901 N.E. Loop 410,
Suite 700, San Antonio, Texas 78209-1306. Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the meanings
ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
This statement is being filed by Cumberland Associates. Cumberland
Associates is a limited partnership organized under the laws of the State of New
York, and is engaged in the business of managing, on a discretionary basis, nine
securities accounts, the principal one of which is Cumberland Partners. The
address of the principal business and office of Cumberland Associates is 1114
Avenue of the Americas, New York, New York 10036.
K. Tucker Andersen, Richard Reiss, Jr., Oscar S. Schafer, Bruce G.
Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the general partners
(the "General Partners")
<PAGE>3 of 8 Pages
of Cumberland Associates. The business address of each of the General Partners
is the same as that of Cumberland Associates. Each of the General Partners is a
citizen of the United States.
Neither Cumberland Associates nor any of the General Partners have,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), nor has any such person, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
As of the date hereof, Cumberland Associates held and beneficially
owned 290,000 shares of Common Stock. The aggregate purchase price of the Common
Stock purchased by Cumberland Associates on behalf of Cumberland Partners,
Longview Partners and the other managed accounts was $3,466,900. Of this amount,
Cumberland Associates invested approximately $2,249,125 on behalf of Cumberland
Partners, $681,600 on behalf of LongView Partners and $536,175 on behalf of
seven of Cumberland Associates' other account holders. The source of funds for
the purchase of all such Common Stock by Cumberland Associates was a combination
of
<PAGE>4 of 8 Pages
investment capital contributed by Cumberland Partners, LongView Partners and the
seven other managed accounts and margin borrowings through the margin accounts
of the account holders maintained with Morgan Stanley & Co. Incorporated.
By virtue of Rule 13d-3 under the Exchange Act, each of the General
Partners may be deemed the beneficial owner of all of the Common Stock purchased
by Cumberland Associates on behalf of Cumberland Partners, LongView Partners and
the other managed accounts, and therefore each General Partner may be deemed to
have invested the aggregate amount of funds noted above. None of the General
Partners has independently invested any of his or her funds for the purpose of
purchasing the Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its
entirety to read as follows:
As of the date hereof, Cumberland Associates beneficially owned
290,0001 shares of Common Stock representing 4.5%2 of the Common Stock deemed
outstanding on the date hereof.
[FN]
_______________________
1 As to 237,600 Shares of which, there is sole voting power and sole
power to dispose or to direct the disposition of such Shares; as to
52,400 Shares of which, there is shared voting power and shared power
to dispose or to direct the disposition of such Shares because the
seven other account holders may be deemed beneficial owners of such
Shares pursuant to Rule 13d-3 under the Act as a result of their right
to terminate their discretionary accounts within a period of 60 days.
2 Based on 6,391,125 shares of Common Stock outstanding, as indicated in
the Company's Form 10-Q for the quarterly period ended September 30,
1996.
[/FN]
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Set forth in Appendix A attached hereto and incorporated herein by
reference are descriptions of the transactions in the Common Stock effected by
Cumberland Associates within the period beginning 60 days prior to December 24,
1996 and ending on the date of this filing.
In addition, each of the General Partners may, by virtue of his
position as general partner of Cumberland Associates, be deemed, pursuant to
Rule 13d-3 under the Act, to own beneficially the Common Stock of which
Cumberland Associates would possess beneficial ownership. Other than in their
respective capacities as general partners of Cumberland Associates, none of the
General Partners is the beneficial owner of any Common Stock.
As of December 27, 1996, Cumberland Associates is no longer the
beneficial owner of more than five (5) percent of the Common Stock outstanding.
Accordingly, until such time as Cumberland Associates acquires, directly or
indirectly, beneficial ownership of Common Stock in excess of the five (5)
percent threshold, Cumberland Associates is no longer required to report
pursuant to Rule 13d-1 with respect to the Common Stock.
<PAGE>6 of 8 Pages
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 3, 1996
CUMBERLAND ASSOCIATES
By: /s/ Andrew Wallach
-------------------
Andrew Wallach
General Partner
<PAGE>7 of 8 Pages
APPENDIX A*
1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES
----------------------------------------------
DATE OF NO. OF UNITS NO. OF UNITS PRICE PER
TRANSACTION PURCHASED SOLD UNIT
------------ ------------- ------------- ---------
12/30/96 20,000 $15 1/8
12/27/96 10,000 $14 5/8
12/26/96 10,000 $14 7/8
12/24/96 42,300 $14.5567
12/24/96 20,000 $14 3/4
12/13/96 1,000 $13
12/12/96 6,700 $13 1/8
- ---------------
* Each of the transactions set forth in this Appendix was a
regular way transaction.
