UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:
<Table>
[ ] 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 Rule 14a-12
</Table>
Dawson Geophysical Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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[DAWSON GEOPHYSICAL COMPANY LETTERHEAD]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 22, 2002
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 22, 2002 for the
following purposes:
1. Electing Directors of the Company;
2. Considering and voting upon a proposal to appoint KPMG LLP as
independent public accountants of the Company for the fiscal year
ending September 30, 2002; 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 26,
2001, 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 26th day of November, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
Paula G. Waldrop, 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.
[DAWSON GEOPHYSICAL COMPANY LETTERHEAD]
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JANUARY 22, 2002
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 22, 2002, 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 4, 2001.
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 LLP as
independent public accountants of the Company for the fiscal year
ending September 30, 2002; 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 26, 2001, at which time the Company
had outstanding and entitled to vote at the meeting 5,445,794 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.
If the enclosed Proxy is properly executed and returned prior to the Annual
Meeting, the shares represented thereby will be voted as specified therein. IF A
SHAREHOLDER DOES NOT SPECIFY OTHERWISE ON THE RETURNED PROXY, THE SHARES
REPRESENTED BY THE SHAREHOLDER'S PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED BELOW UNDER "ELECTION OF DIRECTORS", FOR APPROVAL OF THE MINUTES
OF THE 2002 ANNUAL MEETING OF SHAREHOLDERS AND ON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.
1
ELECTION OF DIRECTORS
At the Annual Meeting to be held on January 22, 2002, eight 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 are available for election to the Board of Directors.
The Company's nominees for the eight directorships are:
Paul H. Brown Matthew P. Murphy
Calvin J. Clements Howell W. Pardue
L. Decker Dawson Tim C. Thompson
Stephen C. Jumper C. Ray Tobias
For information about each nominee, see "Directors and Executive Officers."
DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors currently consists of four persons who are employees
of the Company and four 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 26, 2001.
<Table>
<Caption>
NAME AGE POSITION
---- --- --------
L. Decker Dawson 81 Chairman of the Board of Directors,
Chief Executive Officer
Stephen C. Jumper 40 President,
Chief Operating Officer and
Director
Howell W. Pardue 65 Executive Vice President,
Director
C. Ray Tobias 44 Executive Vice President,
Director
Christina W. Hagan 46 Vice President,
Chief Financial Officer
Edward L. Huff 64 Vice President
Frank D. Brown 46 Vice President
K.S. Forsdick 50 Vice President
Paula G. Waldrop 44 Secretary
Paul H. Brown 70 Director
Calvin J. Clements 80 Director
Matthew P. Murphy 71 Director
Tim C. Thompson 67 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. He served as
President of the Company until being elected as Chairman of the Board of
Directors and Chief Executive Officer in January, 2001. 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 is an honorary life member of such
association. He was inducted into the Permian Basin Petroleum Museum's Hall of
Fame in 1997.
Stephen C. Jumper. Mr. Jumper, a geophysicist, joined the Company in 1985,
was elected Vice President in September 1997, and President, Chief Operating
Officer and Director in January, 2001. Prior to 1997, Mr. Jumper served the
Company 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).
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.
C. Ray Tobias. Mr. Tobias joined the Company in 1990, and was elected Vice
President in September 1997 and Executive Vice President and Director in
January, 2001. Mr. Tobias supervises the maintenance of client relationships and
survey cost quotations to client companies. He is presently serving on the Board
of Directors of the International Association of Geophysical Contractors 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 an
operations supervisor.
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.
2
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.
Frank D. Brown. Mr. Brown, a geophysicist, joined the Company in 1988 and
was elected Vice President in January, 2001. Mr. Brown is responsible for
maintaining client relationships and submitting survey cost quotations as well
as providing survey design services to client companies. He is a past President
of the Permian Basin Geophysical Society and a member of the Society of
Exploration Geophysicists Continuing Education Committee. Prior to joining the
Company, Mr. Brown was employed by Permian Exploration Corporation as a
geophysicist responsible for acquisition and interpretation projects.
K.S. Forsdick. Mr. Forsdick joined the Company in 1993 and was elected Vice
President in January, 2001. Mr. Forsdick is responsible for soliciting,
designing and bidding seismic surveys for prospective client companies. Prior to
joining the Company, Mr. Forsdick was employed by Grant Geophysical Company and
Western Geophysical Company and was responsible for marketing and managing land
and marine seismic surveys for domestic and international operations. He
presently serves on the Governmental Affairs Committee of the International
Association of Geophysical Contractors.
Paula G. Waldrop. Ms. Waldrop joined the Company in 1981 and has served in
her present position since 1989. Ms. Waldrop supervises administrative
operations of the Company.
Paul H. Brown. Mr. Brown has served the Company as a director since
September 1999. Mr. Brown, a management consultant since May 1998, was President
and Chief Executive Officer at WEDGE Energy Group, Inc. from January 1985 to May
1998.
Calvin J. Clements. Mr. Clements has served the Company as a 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 a director since
1993. Until his retirement in 1991, Mr. Murphy served as an executive of NCNB
Texas, now known as Bank of America (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, 2001, six meetings of the Board of
Directors were held which all of the respective members attended except that one
Director was absent from two meetings.
The Audit Committee is a standing committee of the Board of Directors and
currently consists of Messrs. Brown, Clements, Murphy and Thompson, all of whom
are independent, non-employee 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. For
additional information, see "Report of the Audit Committee".
The Compensation Committee currently consists of Messrs. Clements, Murphy
and Thompson, all of whom are non-employee directors. The function of the
Committee is to determine compensation for the officers of the Company that is
competitive to enable the Company to motivate and retain the talent needed to
lead and grow the Company's business. The Committee held three meetings during
fiscal year ended September 30, 2001. All members attended these meetings.
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.
3
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, 2001, and (ii) those of the
Company's four other most highly compensated executive officers whose total
annual salary and bonus exceeded $100,000 in 2001 (collectively, the "Named
Officers"), for services rendered to the Company during fiscal years 1999, 2000
and 2001.
<Table>
<Caption>
LONG TERM
COMPENSATION
---------------
AWARDS
ANNUAL COMPENSATION SECURITIES
------------------------ UNDERLYING
FISCAL OTHER ANNUAL OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION (NO. OF SHARES)
- --------------------------- ------ -------- --------- ------------ ---------------
L. Decker Dawson 2001 $102,737 $ 16,648 $ -- --
Chief Executive Officer 2000 146,035 18,246 -- --
1999 101,120 -- -- --
Stephen C. Jumper 2001 $123,582 $ 11,098 $ -- 10,000
President, Chief Operating Officer 2000 88,967 12,164 -- --
1999 90,577 112,070 -- 25,000
Howell W. Pardue 2001 $107,028 $ 13,873 $ -- 10,000
Executive Vice President 2000 107,016 15,205 -- --
1999 109,596 19,739 -- 5,000
C. Ray Tobias 2001 $ 98,329 $ 11,098 $ -- 10,000
Executive Vice President 2000 89,675 12,164 -- --
1999 90,577 112,070 -- 25,000
Edward L. Huff 2001 $ 97,060 $ 11,098 $ -- 10,000
Vice President 2000 89,560 12,164 -- --
1999 95,272 112,070 -- 25,000
</Table>
(1) Any bonus that might be paid for fiscal 2001 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 stockholders for
fiscal 2002.
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, 2001, and unexercised options held at September 30, 2001 by each
of the named executive officers.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 2001
AND FISCAL YEAR-END OPTION VALUES
<Table>
<Caption>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
9/30/01 OPTIONS AT
--------------- 9/30/01(1)
EXERCISABLE/ -------------
SHARES ACQUIRED VALUE UNEXERCISABLE EXERCISABLE/
NAME ON EXERCISE REALIZED (NO. OF SHARES) UNEXERCISABLE
---- --------------- -------- --------------- -------------
Stephen C. Jumper -- -- 17,500/22,500 $36,163/$36,163
Howell W. Pardue -- -- 7,500/12,500 $ 7,232/$ 7,232
C. Ray Tobias -- -- 17,500/22,500 $36,163/$36,163
Edward L. Huff -- -- 17,500/22,500 $36,163/$36,163
</Table>
(1) The closing price per share on September 28, 2001, was $7.11 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 awards or payouts have been made. The Company has no retirement
or pension plan except for its Employee Stock Purchase Plan and its Incentive
Stock Option Plans, all 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.
4
COMPENSATION PLANS
Stock Option Plans. The Dawson Geophysical Company 1991 Incentive Stock
Option Plan (the "1991 Plan") provided 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.
The Dawson Geophysical Company 2000 Incentive Stock Plan provides an
additional 500,000 shares reserved for issuance. The 2000 Plan contains
substantially the same terms as the predecessor plan except up to 50,000 of such
shares may be awarded and issued as additional compensation to key employees,
officers and non-employee members of the Board of Directors of the Company with
or without payment therefor. The 2000 Plan covers a ten-year period through
January 12, 2009. All outstanding options under the original plan will not be
affected by the 2000 Plan. Options under the 2000 Plan are granted at an
exercise price equal to the market price of the stock on the date of grant. Each
option that is granted is 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 of 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.
During fiscal 2001, no shares of the Common Stock were issued pursuant to
the exercise of options granted under the 1991 Plan. During fiscal 2001, options
to purchase 70,000 shares of common stock were granted to employees of the
Company under the 2000 Plan. As of November 26, 2001, the total number of shares
covered by outstanding options was 251,000.
Stock Purchase Plan. On November 1, 1982, as amended September 28, 1999,
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, 2001, no named executive officers
participated in the Purchase Plan. On a bi-weekly basis, the Company matches the
participants' percentage of contributions and directs the purchase of shares of
the Company's Common Stock. There are no vesting requirements for the
participants. The Company contributed $214,347, $240,328 and $223,360 to the
Purchase Plan during the fiscal years 1999, 2000 and 2001, respectively.
BOARD REPORT ON EXECUTIVE COMPENSATION
Compensation for executive officers is based on the principle 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.
REPORT OF THE AUDIT COMMITTEE
To the Stockholders of Dawson Geophysical Company:
It is the responsibility of the members of the Audit Committee to contribute to
the reliability of the Company's Financial Statements. In keeping with this
goal, the Board of Directors adopted a written charter in May 2000 (attached to
this proxy statement as Exhibit A) to govern the Audit Committee. Upon
evaluation of the charter's adequacy in 2001, the Audit Committee is satisfied.
In addition to written consent, the Audit Committee met three times during
fiscal 2001. The members of the Audit Committee are independent directors.
The Audit Committee has reviewed and discussed the Company's audited financial
statements with management. It has also discussed with the independent auditors
the matters required to be discussed by Statement on Accounting Standards No.
61, Communication with Audit Committees, as amended, by the Auditing Standards
Board of the American Institute of Certified Public Accountants. Additionally,
the Audit Committee has received the written disclosures and the letter from the
independent accountants at KPMG LLP, as required by Independent Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and has
discussed with the independent accountants that firm's independence from the
Company and its management. The Audit Committee has concluded that non-audit
services provided by KPMG LLP do not result in conflict in maintaining that
firm's independence.
5
Audit fees billed to the Company by KPMG LLP during the Company's 2001
fiscal year for the audit of the Company's annual financial statements and the
review of those financial statements included in the Company's quarterly reports
of Form 10-Q totaled approximately $30,000. The Company was billed approximately
$14,000 by KPMG LLP for tax related services. The Company has obtained no other
services from KPMG LLP.
Based on reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the financial statements for fiscal
2001 be included in the Company's Annual Report on Form 10-K.
November 26, 2001 Audit Committee
Matthew P. Murphy
Paul H. Brown
Calvin C. Clements
Tim C. Thompson
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 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG DAWSON GEOPHYSICAL COMPANY, THE S & P 500 INDEX
AND A PEER GROUP
PEER GROUP TOTAL RETURN WORKSHEET
RESEARCH DATA GROUP
DAWSON GEOPHYSICAL CO
<Table>
<Caption>
CUMULATIVE TOTAL RETURN
--------------------------------------------------------
9/96 9/97 9/98 9/99 9/00 9/01
DAWSON GEOPHYSICAL COMPANY 100.00 275.71 132.86 112.86 121.43 81.26
S & P 500 100.00 140.45 153.15 195.74 221.74 162.71
PEER GROUP 100.00 197.99 98.43 126.66 186.93 101.14
</Table>
6
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 26, 2001, 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.
<Table>
<Caption>
AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
- -------------- ------------------------ ----------------------- --------
Common Stock Pebbleton Corporation N.V. 1,036,000(2) 19.02%
Common Stock Wellington Management Company, LLP 475,000(3) 8.72%
Common Stock L. Decker Dawson 418,192 7.68%
Common Stock Quaker Capital Management 360,823 6.63%
Common Stock Dimensional Fund Advisors Inc. 338,200(4) 6.21%
Common Stock Howell W. Pardue 77,000 1.41%
Common Stock Calvin J. Clements 53,126 *
Common Stock Stephen C. Jumper 36,308 *
Common Stock Christina W. Hagan 30,649 *
Common Stock Edward L. Huff 29,006 *
Common Stock C. Ray Tobias 14,525 *
Common Stock Tim C. Thompson 3,500 *
Common Stock Matthew P. Murphy 2,500 *
Common Stock K.S. Forsdick 2,456 *
Common Stock Frank D. Brown 1,254 *
Common Stock Paul H. Brown 1,500 *
Common Stock Paula G. Waldrop 1,000 *
Common Stock Share ownership of directors and
Executive officers as a group (13 persons) 671,016 12.32%
</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) Pebbleton Corporation N.V. and Issam Fares have filed with the Securities
and Exchange Commission a Schedule 13D reporting beneficial ownership of
such shares.
(3) 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 February, 2001, WMC in its capacity
as investment adviser, may be deemed to have beneficial ownership of
475,000 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.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other investment vehicles, including commingled group trusts.
(These investment companies and investment vehicles are the "Portfolios".)
In its role as investment advisor and investment manager, Dimensional
possesses both voting and investment power over shares of Dawson
Geophysical Company stock as of February, 2001. The Portfolios own all
securities reported in this statement, and Dimensional disclaims beneficial
ownership of such securities.
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 LLP for appointment as independent
public accountants for the Company for the fiscal year ending September 30,
2002, subject to ratification by the stockholders. KPMG LLP served as
independent public accountants for the Company for the fiscal year ended
September 30, 2001, and representatives of that firm are expected to be present
at the Annual Meeting of Stockholders. KPMG LLP will have an opportunity to make
a statement if they desire to do so and respond to appropriate questions.
7
NEXT ANNUAL MEETING
The next Annual Meeting of the Company's stockholders is scheduled to be
held on January 21, 2003. Appropriate proposals of stockholders intended to be
presented at the 2003 Annual Meeting must be received by Ms. Paula G. Waldrop,
Secretary, no later than August 15, 2002, in order to be included in the
Company's Proxy Statement and form of Proxy relating to such meeting.
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, 2001, BY WRITING TO THE SECRETARY, DAWSON GEOPHYSICAL COMPANY, 508
WEST WALL, SUITE 800, MIDLAND, TEXAS 79701. A COPY OF THE REPORT ALSO MAY BE
OBTAINED FROM THE INTERNET AT www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
Paula G. Waldrop, Secretary
8
EXHIBIT A
DAWSON GEOPHYSICAL COMPANY
AUDIT COMMITTEE CHARTER
COMPOSITION
The Audit Committee shall be composed of at least three directors who are
independent of the management of Dawson Geophysical Company (the "Company") and
are free of any relationship that, in the opinion of the Board of Directors,
would interfere with their exercise of independent judgment as a committee
member and are, or will shortly become, financially literate. In addition, the
members of the Audit Committee shall understand financial statements.
OBJECTIVE OF THE AUDIT COMMITTEE
The Audit Committee shall assist the Board of Directors in fulfilling its
responsibility to the shareholders, potential shareholders, and the investment
community relating to corporate accounting, reporting practices of the Company,
and the quality and integrity of the financial reports of the Company.
SPECIFIC RESPONSIBILITIES OF THE AUDIT COMMITTEE
In fulfilling its objective, the Audit Committee shall have the
responsibility with respect to:
The Company's Risks and Control Environment:
To review management's overview of the risks, policies, procedures, and
controls surrounding the integrity of financial reporting and, particularly, the
adequacy of the Company's controls in areas representing significant financial
and business risks;
To establish, review and update periodically a code of ethical conduct,
ensure that management has established a system to enforce the code, and receive
updates and briefings from management and others on how compliance with ethical
policies and other relevant Company procedures is being achieved;
To review, with the Company's counsel, legal matters, including litigation,
compliance with securities trading policies, the Foreign Corrupt Practices Act
and other laws having a significant impact on the Company's business or its
financial statements; and
To investigate any matter brought to its attention within the scope of its
duties, and retain outside counsel for this purpose if, in its judgment, that is
appropriate;
The Hiring and Firing of and Relationship with the Independent Accountants:
To participate, on behalf of the Board of Directors, in the process by
which the Company selects the independent accountants to audit the Company's
financial statements, evaluate annually the effectiveness and objectivity of
such accountants, and recommend the engagement or replacement of independent
accountants to the Board of Directors;
To have an open line of communication with the independent accountants, who
shall have ultimate accountability to the Board of Directors and the Audit
Committee, as representatives of the shareholders;
To approve the fees and other compensation paid to the independent
accountants; and
To review the independence of the independent accountants prior to
engagement, annually discuss with the independent accountants their independence
annually based upon the written disclosures and the letter from the independent
accountants required by Independent Standards Board Standard No. 1, as modified
or supplemented, and discuss with the Board of Directors any relationships that
may adversely affect the independence of the independent accountants.
The Financial Reporting Process:
To meet with the independent accountants and the financial management of
the Company with respect to major changes to the Company's auditing and
accounting principles;
To meet with the independent accountants and the financial management of
the Company together and separately with the independent accountants (a) prior
to the performance by the independent accountants of the audit to discuss the
scope of the proposed audit for the current year and the audit procedures to be
utilized; and (b) at the conclusion of the audit to discuss (i) the independent
accountants' judgments about the quality, not just the acceptability, of the
Company's accounting principles as applied in its financial reporting, the
consistency of application of the Company's accounting policies and the clarity,
consistency, and completeness of the entity's accounting information contained
in the financial statements and related disclosures, (ii) the adequacy and
effectiveness of the accounting and financial controls of the Company, including
the internal controls to expose any payments, transactions or procedures that
might be deemed illegal or otherwise improper, and any recommendations for
improvement of such internal control procedures or for new or more detailed
controls or procedures of the Company, (iii) any other results of the audit,
including any comments or recommendations, and (iv) the view of the independent
accountants with respect to the financial, accounting and auditing personnel and
the cooperation that the independent accountants received during the course of
the audit;
To review and discuss with the independent accountants and the financial
management of the Company the Company's financial results before they are made
public. In general, the Chairman of the Audit Committee may represent the entire
committee with respect to the review and discussions about interim financial
results; and
To review other reports submitted by the Company to any governmental body
of the public, including any certification, report, opinion or review rendered
by the independent accountants;
Other Responsibilities of the Audit Committee
To review and update periodically the charter for the Audit Committee;
To review, assess and approve or disapprove conflicts of interest and
related-party transactions;
To review accounting and financial human resources and succession planning
within the Company;
To meet at least four times annually, or more frequently, as circumstances
dictate;
To report to the Board of Directors the matters discussed at each committee
meeting;
To assess the performance of the Audit Committee members through a
self-assessment process, led by the Chairman of the committee; and
To keep an open line of communication with the financial and senior
management, the internal audit department, the independent accountants, and the
Board of Directors.
DAWSON GEOPHYSICAL COMPANY
PROXY
The undersigned stockholder of Dawson
PLEASE SIGN Geophysical Company hereby appoints L. Decker
Dawson, Tim C. Thompson, and Matthew P.
AND RETURN Murphy or any one or more of them, attorneys,
agents and proxies of the undersigned, with
PROMPTLY. full power of substitution to each of them,
to vote all the shares of Common Stock which
ANNUAL MEETING the undersigned would be entitled to vote at
JANUARY 22, 2002 the Annual Meeting of Stockholders to be held
10:00 A.M. January 22, 2002, and at any adjournment or
PETROLEUM CLUB OF MIDLAND adjournments thereof, with all the powers the
501 WEST WALL, MIDLAND, TX 79701 undersigned would possess if personally
present and voting thereat, (A) as instructed
THIS PROXY IS SOLICITED BY below with respect to the following matters
THE BOARD OF DIRECTORS and (B) in their discretion upon other
OF THE COMPANY matters which properly come before the
meeting. UNLESS A CONTRARY INSTRUCTION IS
Please return this proxy card SPECIFIED BELOW, THIS PROXY WILL BE VOTED FOR
which requires no postage if ALL ITEMS.
mailed in the U.S.A.
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
Paul H. Brown, Calvin J. Clements, L.
Decker Dawson, Stephen C. Jumper,
Matthew P. Murphy, Howell W. Pardue,
Tim C. Thompson and C. Ray Tobias.
(INSTRUCTION: To withhold authority
to vote for any individual nominee,
write that nominee's name in the
space provided):
2. Proposal to ratify the selection of KPMG
LLP as independent public accountants of
the Company for the fiscal year ended
September 30, 2002.
[ ] For [ ] Against
The undersigned acknowledges receipt of the
Notice of Annual Meeting of Stockholders and
Proxy Statement of the Company dated November
26, 2001.
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
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--------------------------
--------------------------
(Signature of Stockholder)
FROM ---------------
| NO POSTAGE |
- ----------------- | NECESSARY |
- ----------------- | IF MAILED |
- ----------------- | IN THE |
|UNITED STATES|
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| BUSINESS REPLY MAIL |
| |
| FIRST CLASS MAIL PERMIT NO. 80 MIDLAND, TEXAS |
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POSTAGE WILL BE PAID BY ADDRESSEE
DAWSON GEOPHYSICAL CO.
508 WEST WALL, SUITE 800
MIDLAND TX 79701-9976