-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WrU4zo6+hkkdQyo8HkUCoMo5C8gwLyAKaVS2oMANk76Wdg1+j1ohN1MY/DYbOkyf crXKxvbwcOPKivEls2z5cg== 0000899140-97-000013.txt : 19970107 0000899140-97-000013.hdr.sgml : 19970107 ACCESSION NUMBER: 0000899140-97-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970106 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON PRODUCTION SERVICES INC CENTRAL INDEX KEY: 0001005970 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 742231546 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47031 FILM NUMBER: 97501077 BUSINESS ADDRESS: STREET 1: 910 NE LOOP 410 STREET 2: STE 700 CITY: SAN ANTONIO STATE: TX ZIP: 78208 BUSINESS PHONE: 2108281838 MAIL ADDRESS: STREET 1: 901 N E LOOP 410 STREET 2: STE #700 CITY: SAN ANTONIO STATE: TX ZIP: 78209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES CENTRAL INDEX KEY: 0000351262 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SC 13D/A 1 AMENDMENT NO. 1 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 |_|. 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 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") 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 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] 5 of 8 Pages 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. 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 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. -----END PRIVACY-ENHANCED MESSAGE-----