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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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If a petition for an appraisal is timely filed and assuming appraisal rights are
available,  at the hearing on such  petition,  the Delaware Court will determine
which stockholders, if any, are entitled to appraisal rights. The Delaware Court
may require the stockholders who have demanded an appraisal for their shares and
who hold stock represented by certificates to submit their certificates of stock
to the  Register  in  Chancery  for  notation  thereon  of the  pendency  of the
appraisal  proceedings;  and  if any  stockholder  fails  to  comply  with  such
direction,   the  Delaware  Court  may  dismiss  the   proceedings  as  to  such
stockholder.  Where  proceedings  are not  dismissed,  the  Delaware  Court will
appraise  the  shares  of  WellTech  Common  Stock  owned by such  stockholders,
determining  the fair value of such  shares  exclusive  of any  element of value
arising from the  accomplishment  or expectation of the Merger,  together with a
fair rate of interest,  if any, to be paid upon the amount  determined to be the
fair value.  In  determining  fair  value,  the  Delaware  Court is to take into
account all relevant  factors.  In Weinberger v UOP Inc.,  the Delaware  Supreme
Court  discussed the factors that could be considered in determining  fair value
in an appraisal  proceeding,  stating that "proof of value by any  techniques or
methods which are generally considered acceptable in the financial community and
otherwise  admissible  in court"  should be  considered,  and that  "fair  price
obviously requires  consideration of all relevant factors involving the value of
a company." The Delaware Supreme Court stated that in making this  determination
of fair value,  the court must consider  market value,  asset value,  dividends,
earnings   prospects,   the  nature  of  the  enterprise  and  any  other  facts
ascertainable  as of the date of the merger that throw light on future prospects
of the merged corporation. In Weinberger, the Delaware Supreme Court stated that
"elements of future  value,  including the nature of the  enterprise,  which are
known or  susceptible  of proof as of the date of the merger and not the product
of speculation,  may be considered."  Section 262,  however,  provides that fair
value  is  to  be   "exclusive   of  any  element  of  value  arising  from  the
accomplishment or expectation of the merger."

         The cost of the appraisal  proceeding may be determined by the Delaware
Court and taxed against the parties as the Delaware Court deems equitable in the
circumstances.  Upon  application of a dissenting  stockholder of WellTech,  the
Delaware  Court may order that all or a portion of the expenses  incurred by any
dissenting  stockholder in connection with the appraisal proceeding,  including,
without  limitation,  reasonable  attorney's  fees and the fees and  expenses of
experts,  be charged pro rata against the value of all shares of stock  entitled
to appraisal.

         Any holder of shares of  WellTech  Common  Stock who has duly  demanded
appraisal in compliance  with Section 262 will not, after the Effective Time, be
entitled to vote for any purpose any shares subject to such demand or to receive
payment of dividends or other distributions on such shares, except for dividends
or  distributions  payable  to  stockholders  of record  at a date  prior to the
Effective Time.

         At any time within 60 days after the Effective  Time,  any  stockholder
will have the right to withdraw  such demand for  appraisal;  after this period,
the  stockholder may withdraw such demand for appraisal only with the consent of
the  surviving  corporation.  If no  petition  for  appraisal  is filed with the
Delaware Court within 120 days after the Effective Time, stockholders' rights to
appraisal shall cease.  Any stockholder may withdraw such  stockholder's  demand

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