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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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for appraisal by delivering to the surviving corporation a written withdrawal of
his or her demand for  appraisal and  acceptance of the Merger,  except that (i)
any such  attempt to withdraw  made more than 60 days after the  Effective  Time
will require written approval of the surviving corporation and (ii) no appraisal
proceeding  in the  Delaware  Court  shall be  dismissed  as to any  stockholder
without the approval of the Delaware Court, and such approval may be conditioned
upon such terms as the Delaware Court deems just.

Certain Federal Income Tax Considerations

         The  following  is a  discussion  of the  material  federal  income tax
consequences to Key and Key's  stockholders  of the Merger and the  transactions
contemplated thereby. The tax treatment of a stockholder may vary depending upon
his  particular  situation,   and  certain  stockholders   (including  insurance
companies,  tax-exempt organizations,  financial institutions or broker-dealers,
and persons who are neither citizens nor residents of the United States,  or who
are foreign  corporations,  foreign partnerships or foreign estates or trusts as
to the United States) may be subject to special rules not discussed below.

         EACH STOCKHOLDER OF KEY IS URGED TO CONSULT HIS, HER OR ITS TAX ADVISOR
AS TO THE  PARTICULAR  TAX  CONSEQUENCES  TO HIM, HER OR IT OF THE  TRANSACTIONS
DESCRIBED HEREIN,  INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR
FOREIGN TAX LAWS, AND OF CHANGES IN APPLICABLE TAX LAWS.


         THIS  DISCUSSION OF CERTAIN  FEDERAL INCOME TAX  CONSEQUENCES  DOES NOT
APPLY TO STOCKHOLDERS OF WELLTECH,  EACH OF WHOM IS URGED TO CONSULT HIS, HER OR
ITS OWN TAX ADVISOR AS TO THE TAX CONSEQUENCES OF THE MERGER.


Federal Income Tax Consequences of Certain Transactions

         Consummation of the Merger and the  transactions  contemplated  thereby
are conditioned  upon the receipt by Key of a favorable  opinion from Sullivan &
Worcester LLP its special tax counsel,  with respect to the applicable following
matters:


                  (i) The Merger will qualify as a reorganization  under Section
         368 (a)(1)(A) .


                  (ii) A Key stockholder will not recognize any income,  gain or
         loss as a result of the  Merger  and his tax basis and  holding  period
         will be the same following the Merger as they were preceding; and

                  (iii) Neither Key nor WellTech will recognize any income, gain
         or loss as a result of the Merger.

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