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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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                          AGREEMENT AND PLAN OF MERGER


         This  Agreement  and Plan of  Merger  (this  "Agreement"),  dated as of
November 18,  1995,  is made by and between Key Energy  Group,  Inc., a Maryland
corporation  ("Key"),  and WellTech Inc., a Delaware  corporation (the "Company"
and, together with Key, the "parties").

                                    RECITALS

         WHEREAS,  upon  the  terms  and  subject  to  the  conditions  of  this
Agreement,  in  accordance  with the  general  corporation  laws of the State of
Delaware (the "DGCL") and of the State of Maryland (the "MGCL"), the Company and
Key will  carry out a business  combination  transaction  pursuant  to which the
Company will merge with and into Key (the "Merger") and the Company stockholders
will receive 4,929,962 shares (the "Key Shares") of Common Stock, par value $.10
per share, of Key (the "Key Stock") and five-year warrants  substantially in the
form of  Exhibit A  attached  hereto  and made a part  hereof to  purchase  at a
purchase  price of $6.75 per share up to an aggregate  of 750,000  shares of Key
Stock (the "New Key Warrants")  and, upon the  consummation  of the Merger,  Key
shall retire the  Existing  Key Shares and the  Existing  Key Warrants  (each as
hereinafter defined); and

         WHEREAS,  the Board of Directors of each of the Company and Key (i) has
unanimously determined that the Merger is advisable and fair to, and in the best
interests of, it and its  respective  stockholders  and has approved and adopted
this  Agreement as a plan of  reorganization  within the  provisions  of Section
368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii)
has approved this Agreement, the Merger and the other transactions  contemplated
hereby or thereby or by any  Collateral  Document  executed  or  required  to be
executed in connection herewith or therewith  (collectively the "Transactions"),
and (iii) has recommended  approval and adoption of this  Agreement,  the Merger
and the Transactions by its respective stockholders; and

         WHEREAS, the Company and Key have simultaneously with the execution and
delivery  of  this  Agreement  executed  and  delivered  an  interim  operations
agreement  (as from time to time  amended  in  accordance  with its  terms,  the
"Interim Operations Agreement"); and

         WHEREAS, Key has simultaneously with the execution and delivery of this
Agreement  executed and delivered a registration  rights agreement (as from time
to  time  amended  in  accordance  with  its  terms,  the  "Registration  Rights
Agreement"); and

         WHEREAS,  capitalized terms used in this Agreement  without  definition
shall have the  meanings  given to such terms in Appendix A attached  hereto and
made a part hereof;

         NOW,  THEREFORE,  in  consideration  of the foregoing  recitals and the
mutual representations,  warranties,  covenants and agreements set forth herein,
the parties hereto,  intending to be legally bound, do hereby covenant and agree
as follows:



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