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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 number of shares of Key Common Stock to be issued will be adjusted if
between  November 18, 1995 and the Effective Time the outstanding  shares of Key
Common  Stock or WellTech  Common  Stock will have been  further  changed into a
different  number  of  shares  or a  different  class,  by  reason  of any stock
dividend, subdivision, reclassification, recapitalization, split, combination or
exchange of shares.  However,  the Merger Agreement  provides that,  without the
consent of the other  party,  neither Key nor  WellTech  may issue any shares of
capital stock,  convertible securities or rights, options or warrants to acquire
capital  stock  or  convertible  securities,  except,  in the  case of  Key,  in
connection  with its 1995 Stock Option Plan, its Outside  Directors Stock Option
Plan and the warrant to purchase  75,000  shares of Key Common  Stock  issued to
Key's senior lender in connection with the New Indebtedness.


The Key Charter Amendment

       The  Key  Charter   Amendment   restates   and  amends  the  Articles  of
Incorporation of Key in their entirety,  by, among other things,  increasing the
number of  authorized  shares of Key Common Stock from  10,000,000 to 25,000,000
and permitting the Board of Directors to classify and reclassify unissued shares
of  Common  Stock  into  preferred  or  preference   stock  subject  to  certain
limitations.

Security Ownership of Key Management


       As of January 1, 1996,  directors and executive officers of Key and their
respective  affiliates  may be deemed  to be the  beneficial  owners of  809,185
shares of the  outstanding  Key Common Stock which  constitute  in the aggregate
approximately 11.2% of the total votes entitled to be cast by the holders of Key
Common Stock. It is anticipated that each of such directors,  executive officers
and their  respective  affiliates will vote their shares in favor of each of the
Key Proposals. (See "The Special Meeting--Ownership of Key Securities.")


Merger Related Arrangements

       Prior  to and  as a  condition  to  the  Merger,  each  of the  following
transactions has been consummated.  (See "Business and Properties of Key--Recent
Developments" and "Business  Properties of WellTech--Recent  Developments" for a
more complete description of these transactions.)


       o Interim Operations Agreement.  Simultaneously with the execution of the
Merger Agreement,  Key and WellTech entered into an Interim Operations Agreement
pursuant  to which Key has  agreed to manage  and  operate,  subject  to certain
limitations,  and is currently operating and managing, all of WellTech's oil and
gas well  servicing  and other  businesses.  (See  "Business  and  Properties of
Key--Recent Development--The Merger and the Interim Operations Agreement".)

       o New  Indebtedness.  Key and  WellTech  have each  entered into a credit
agreement with the same lender to refinance certain existing indebtedness of Key
and WellTech  (collectively,  the "New  Indebtedness").  The aggregate principal
amount  available  under Key's new credit  agreement will be not less than $17.5

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