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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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       The Merger Agreement and each of the transactions  contemplated  thereby,
including  the  Merger,  and the Key  Charter  Amendment,  must be approved by a
majority  of the votes  entitled  to be cast by the  holders  of the Key  Common
Stock.  The proposal  relating to the election of the Board of Directors will be
determined  by a plurality  of the votes  entitled to the cast by the holders of
the Key Common Stock.  All other  proposals must be approved by the  affirmative
vote of a majority of the  outstanding  Key Common Stock present in person or by
proxy and entitled to vote at the meeting.


The Merger Agreement

       The Merger Agreement  provides that, subject to the adoption and approval
by  WellTech's  stockholders  and Key's  stockholders  of the Merger and certain
related transactions and the satisfaction or waiver of certain other conditions,
at the Effective  Time,  WellTech will be merged with and into Key, the separate
existence  of  WellTech  will  cease  and Key  will  continue  as the  surviving
corporation. As a result of the Merger, Key will acquire all of the business and
property of  WellTech  and assume all of its  obligations  and  liabilities.  No
change in the  outstanding  shares of Key Common Stock will occur and, except as
noted below with respect to an aggregate of 1,429,962 shares of Key Common Stock
owned by  WellTech,  each share of Key  Common  Stock  outstanding  prior to the
Merger will continue to be outstanding following the Merger.


         In the Merger,  holders of shares of WellTech Common Stock  outstanding
immediately prior to the Merger will receive an aggregate of 4,929,962 shares of
Key Common Stock and New Key Warrants to purchase an aggregate of 750,000 shares
of Key Common Stock at $6.75 per share. As part of the Merger,  1,429,962 of the
1,635,000  shares of Key Common  Stock  owned by  WellTech  (the  "Existing  Key
Shares")  and the  warrants to purchase an  aggregate  of 250,000  shares of Key
Common Stock at $5.00 per share (the "Existing Key Warrants")  will be canceled.
The  remaining  205,038  shares  of Key  Common  Stock  will be  distributed  to
directors  of  WellTech  prior to the  Merger.  Based on the  352,941  shares of
WellTech Common Stock  outstanding,  each share of WellTech Common Stock will be
converted  into  13.9682  shares of Key  Common  Stock and New Key  Warrants  to
purchase 2.125 shares of Key Common Stock.  This conversion price was determined
as a result of arm's  length  negotiation  between  the  parties to the  Merger,
taking into  account the  earnings  power of Key and  WellTech,  the savings and
efficiencies to be realized as a result of the Merger and the total valuation of
the two companies. The conversion ratios were then calculated mathematically.


       The Merger  Agreement  provides that no  fractional  shares of Key Common
Stock  will be  issued  in  connection  with  the  Merger.  In lieu of any  such
fractional  interests,  each holder of WellTech Common Stock entitled to receive
Key Common Stock and New Key Warrants pursuant to the Merger will be entitled to
receive  an amount in cash  (without  interest),  rounded to the  nearest  cent,
determined by  multiplying  the closing price of the Key Common Stock on the day
prior to the consummation of the Merger by the fractional  interest in the share
of Key Common  Stock to which such holder  would  otherwise  be entitled  (after
taking into  account all shares of Key Common  Stock being issued to such holder
pursuant to the Merger Agreement).

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