Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>


immediately  prior to the  Effective  Time shall  automatically  be canceled and
extinguished  without any  conversion  thereof and no payment shall be made with
respect thereto.

         (c) Each share of Key Stock and all  Convertible  Securities and Option
Securities of Key issued and outstanding  immediately prior to the Merger (other
than  those  owned  directly  or  indirectly  by  the  Company  or by any of its
Subsidiaries) shall remain  outstanding.  Each share of Key Stock owned directly
or indirectly by the Company or by any of its  Subsidiaries  (including  without
limitation the Existing Key Shares) shall become  treasury  shares of Key or, at
Key's sole and  absolute  discretion,  be  canceled  and  extinguished,  and all
Convertible Securities and Option Securities of Key owned directly or indirectly
by the Company or by any of its Subsidiaries  (including  without limitation the
Existing Key Warrants) shall be canceled and extinguished, and in no event shall
any payment be made with  respect to any such  shares of Key Stock,  Convertible
Securities or Option Securities.

         (d) In lieu of issuing  fractional  shares,  Key may convert a holder's
right to receive  shares of Key Stock and New Key  Warrants  pursuant to Section
2.1(a) into a right to receive the highest  whole  number of shares of Key Stock
and of New Key Warrants constituting the Exchange Merger Consideration plus cash
equal  to the  fraction  of a share  of Key  Stock to  which  the  holder  would
otherwise be entitled multiplied by the Key Share Price, and the Exchange Merger
Consideration to which a holder is entitled shall be deemed to be such number of
shares of Key Stock plus such  number of New Key  Warrants  and such  cash.  For
purposes  of  carrying  out the  intent  of  this  Section,  Key  may  aggregate
Certificates  so that  fractional  shares of Key Stock  and  fractional  New Key
Warrants due in exchange for  multiple  Certificates  may be combined to yield a
number  of  whole  shares  and  whole  New Key  Warrants  thereof  plus a single
fraction.

         SECTION 2.2 Exchange of Certificates.

         (a) At least  twenty-four  (24) hours prior to the Effective  Time, Key
shall deposit or cause to be deposited  with a bank or trust company  designated
by Key (the "Exchange Agent"),  for the benefit of the holders of Company Shares
(other than  Dissenting  Shares),  for exchange in accordance with this Article,
through the Exchange Agent, the Merger Consideration multiplied by the number of
Company Shares issued and  outstanding  immediately  prior to the Effective Time
(other than  Company  Shares to be canceled  pursuant to Section  2.1(b) and any
Dissenting  Shares),  plus  cash in an amount  sufficient  to make  payment  for
fractional  shares,  in exchange for all of the outstanding  Company Shares (the
"Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions
from Key,  deliver the Exchange  Merger  Consideration  to be issued pursuant to
Section  2.1(a) out of the  Exchange  Fund to holders  of  Company  Shares  upon
transmittal  of  Certificates  for  exchange as provided  therein and in Section
2.2(b). The Exchange Fund shall not be used for any other purpose. Any interest,
dividends or other income  earned by the Exchange  Fund shall be for the account
of Key.

         (b)  Immediately  after  the  Effective  Time,  Key will  instruct  the
Exchange Agent to deliver (by instructions from each holder of record reasonably
satisfactory  to Key and the Exchange  Agent,  and otherwise by mail to the most
recent  address of such holder as shown on the  Company's  books and records) to
each holder of a Certificate  or  Certificates  which  immediately  prior to the
Effective Time evidenced  outstanding  Company Shares (other than Company Shares
to be canceled  pursuant to Section  2.1(b) and any  Dissenting  Shares),  (i) a
letter of transmittal (which shall specify that delivery shall be effected,  and
risk of loss and title to the Certificates shall pass, only upon proper delivery
of the  Certificates  to the  Exchange  Agent and shall be in such form and have
such other  provisions as Key may reasonably  specify) and (ii)  instructions to
effect the  surrender of the  Certificates  in exchange for the Exchange  Merger
Consideration.  Upon surrender of a Certificate for cancellation to the Exchange


                                      AI-8