D. Kirk Edwards (36), has been a Director of Key since July 1993. He
has been the President, Chief Executive Officer and Director of Odessa
Exploration since July 1993. Mr. Edwards formerly was President of Odessa
Exploration Incorporated, a Texas corporation engaged in development, drilling
and operation of oil and gas wells and ownership and development of other
mineral interests, a position he had occupied since 1986. Mr. Edwards will
resign as a Director of Key effective upon consummation of the Merger. If the
Merger is not consummated, it is anticipated that Mr. Edwards will be reelected
to the Board.
W. Phillip Marcum (51), has been a Director of WellTech since January
19, 1994. Since October, 1995, Mr. Marcum has been the non-executive acting
Chairman of the Board of Directors of WellTech. He has been a Chairman of the
Board, President and Chief Executive Officer of Marcum Natural Gas Services,
Inc. since January 1, 1991, and has been a Director of Homefree Village Resorts,
Inc., a corporation engaged in the manufacture of housing for travel resort
properties in Arizona and Florida since the late 1970s.
Kevin P. Collins (45), has been a Director of WellTech since January
19, 1994. He has been the principal of JHP Enterprises, a merchant banking firm,
since 1992. From 1986 to 1991, Mr. Collins served as a Senior Vice President of
DG Investment Bank, Ltd.
If some unexpected occurrence should make necessary, in the judgment of
the Board of Directors, the substitution of some other person for any of the
nominees, it is the intention of the persons named in the proxy for the Key
Special Meeting to vote for the election of such other person as may be
designated by the Board of Directors of Key, in the case of Messrs. John,
Greenfield, Manly or Wolkowitz, and of WellTech, in the case of Mr. Collins or
Mr. Marcum. Each of the Directors elected at the Key Special Meeting will serve
until the 1996 Annual Meeting and until his successor is elected and qualified.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Exchange Act requires officers and directors, and persons
who own more than 10% of Key Common Stock, to file reports of ownership and
changes in ownership (Form 5) with the Securities and Exchange Commission and
the American Stock Exchange. Officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish Key with copies of all
Section 16(a) forms they file. Based solely on review of the copies of such
forms furnished to Key, or written representations that no Forms 5 were
required, Key believes that during the fiscal year ended June 30, 1995, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.
ITEM 4: ADOPTION AND APPROVAL OF THE KEY 1995 STOCK OPTION PLAN
Adoption and Duration of the Key 1995 Stock Option Plan. If approved by
Key shareholders, the Key 1995 Stock Option Plan (hereinafter the "1995 Plan")
shall become effective as of July 1, 1995, and, unless terminated earlier, will
terminate July 1, 2005. No option may be granted pursuant to the 1995 Plan after
June 30, 2005. Upon and subject to approval of the 1995 Plan, Key's Grant Plan
together with all prior awards thereunder will be canceled and will be replaced
in its entirety by the 1995 Plan. (See "Management of Key--Executive
Compensation--Stock Grant Plan.")