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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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before  giving  effect to the  exercise of any of the New Key  Warrants  (or any
other outstanding options or warrants).  Assuming the exercise in their entirety
of the New Key Warrants (but not of any other options or warrants), such holders
would own in the aggregate  approximately 50.9% of the outstanding shares of Key
Common Stock.  Such ownership  percentages do not include  205,038 shares of Key
Common  Stock  currently  owned by WellTech to be  distributed  to  directors of
WellTech prior to the  consummation  of the Merger or shares owned by affiliates
of certain stockholders of WellTech. (See "Ownership of WellTech Securities" and
"Proposals  to  be  Voted  upon  at  the  Key  Special   Meeting--Item   1:  The
Merger--Ownership of Key Stock after the Merger".)

Recommendation of the Key Board of Directors

       The Board of  Directors of Key has  unanimously  approved and adopted the
Merger Agreement, each of the transactions contemplated thereby relating to Key,
including  the Merger,  and the Key Charter  Amendment,  and believes  that such
actions are  advisable  and in the best  interests of Key and its  stockholders.
Accordingly,  the Key Board of Directors  recommends that Key stockholders  vote
for  each  of  these  proposals.  For a  detailed  description  of  the  factors
considered  by the Key Board of  Directors  and the reasons for its approval and
adoption of the Merger Agreement and the Key Charter Amendment,  and each of the
transactions   contemplated   thereby,   including  the  Merger,   see  "Certain
Considerations  Relating  to the  Transactions--Reasons  for  the  Transactions;
Recommendation of Key Board of Directors".

Advantages and Disadvantages of the Merger

         In reaching its determination  with respect to the Merger,  the members
of the Key  Board  considered  the  advice  and  opinion  of  Simmons  & Company
International  ("Simmons"),  its financial advisor. See "Certain  Considerations
Relating to the Transaction--Opinion of Financial Advisor to Key." The Key Board
also  considered  a number of other  positive and  negative  factors,  including
without  limitation,  the following:  (i) the Key Board's  familiarity  with and
review  of Key's  and  WellTech's  business,  operations,  financial  condition,
earnings and prospects; (ii) the business,  operations,  earnings and financial
condition of WellTech and the enhanced  opportunities for growth that the Merger
makes possible; (iii) a variety of factors affecting and relating to the overall
strategic  focus of Key,  including  without  limitation  growth in  assets  and
earnings;  (iv) other acquisition  opportunities available to Key; (v) the terms
of the Merger Agreement;  and (vi) the anticipated cost savings and efficiencies
available  as a result of the  Merger.  The Key  Board  reached  its  conclusion
notwithstanding certain negative aspects of the Merger, including (i) WellTech's
five-year history of operating losses;  (ii) the  discontinuation  of WellTech's
Russian  operations;  (iii)  the  risks and  uncertainties  associated  with the
integration of the WellTech  operations with those of Key and (iv) the fact that
Key has incurred  substantial  expense and devoted a  significant  amount of the
time  and  resources,  and  will  continue  to do so,  in  connection  with  the
consummation of the Merger. See "Risk Factors."