KPMG Peat Marwick, LLP has been Key's independent public accountants
since 1994. Key is not required to submit the ratification and approval of the
selection of its accountants to a vote of stockholders. A representative of KPMG
Peat Marwick LLP is expected to be present at the Key Special Meeting to respond
to questions and to make a statement if he desires to do so.
The 1996 Annual Meeting of Key is expected to be held on or about
November 7, 1996. Stockholder proposals must be received by Key on or before
July 9, 1996 to be considered for inclusion in the proxy statement and presented
at the 1996 Annual Meeting of Key.
Certain legal matters relating to the validity of the shares of Key
Common Stock to be issued in the Merger will be passed upon by Sullivan &
Worcester LLP ("Sullivan & Worcester"). Sullivan & Worcester will rely as to all
matters of Maryland law on the opinion of Piper & Marbury L.L.P. Sullivan &
Worcester will also render an opinion with respect to certain tax matters
relating to the Merger
The consolidated financial statements of Key and subsidiaries as of
June 30, 1995 and 1994, and for the years then ended, have been included herein
and in the registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, appearing elsewhere
herein, and upon the authority of said firm as experts in accounting and
The consolidated statements of operations, stockholders' equity
(deficit) and cash flows of Key and subsidiaries for the seven months ended June
30, 1993 and the five months ended November 30, 1992 have been included herein
and in the Registration Statement in reliance upon the report of Coopers &
Lybrand, L.L.P., independent public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of WellTech and subsidiaries as
of December 31, 1994 and 1993 and for the three years ended December 31, 1994,
included in this Proxy Statement -Prospectus and elsewhere in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.