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>



           (b)  Neither  the  Company  Disclosure  Schedule  (including  without
limitation  the  information  set  forth or to be set forth in  Schedule  3.2(a)
thereof),  the Company Financial Statements or this Agreement nor any Collateral
Document,  data,  information or statement furnished or to be furnished by or on
behalf of the Company  pursuant to this  Agreement  or any  Collateral  Document
executed or  required  to be  executed  by or on behalf of the Company  pursuant
hereto or thereto or to consummate the Merger and the Transactions,  contains or
will contain any untrue  statement  of a material  fact or omits or will omit to
state a material  fact  required to be stated  herein or therein or necessary in
order to make the statements  contained herein or therein not misleading and all
such Collateral Documents, data, information or statements are and will be true,
accurate and complete.

         (c) The Company does not own any capital stock or equity or proprietary
interest in any other Entity or enterprise,  however  organized and however such
interest may be denominated or evidenced,  except as set forth in Section 3.1(d)
or 3.2(c) of the Company Disclosure Schedule.  None of the Entities,  if any, so
set forth in Section 3.2(c) of the Company  Disclosure  Schedule is a Subsidiary
of the Company except as so set forth.  The Company owns all of the  outstanding
capital stock or equity or proprietary  interests (as shown on Section 3.2(c) of
the Company Disclosure  Schedule) of each such Entity or other enterprise,  free
and clear of all Liens (except to the extent set forth in Section  3.2(c) of the
Company  Disclosure  Schedule),  and all such  stock or  equity  or  proprietary
interests  has been duly  authorized  and  validly  issued and is fully paid and
nonassessable.  There  are  no  outstanding  Option  Securities  or  Convertible
Securities,  or  agreements  or  understandings  with  respect  to  any  of  the
foregoing,  of any nature  whatsoever,  except as described in Section 3.2(c) of
the Company Disclosure Schedule.

         SECTION  3.3  Changes in  Condition.  Since the date of the most recent
financial statements forming part of the Company Financial Statements, except to
the extent  specifically  described  in Section  3.3 of the  Company  Disclosure
Schedule,  there has been no Adverse Change in the Company and its  Subsidiaries
taken  as a  whole.  There is no Event  known  to the  Company  which  Adversely
Affects,  or in the  future  might  (so far as the  Company  can now  reasonably
foresee) Adversely Affect, the Company and its Subsidiaries taken as a whole, or
the ability of the Company to perform any of the  obligations  set forth in this
Agreement  or any  Collateral  Document  executed  or  required  to be  executed
pursuant  hereto or thereto or to  consummate  the Merger and the  Transactions,
except to the  extent  specifically  described  in  Section  3.3 of the  Company
Disclosure Schedule.

         SECTION 3.4  Liabilities.  At the date of the most recent balance sheet
forming part of the Company  Financial  Statements,  neither the Company nor any
Subsidiary  had any  obligations  or  liabilities,  past,  present or  deferred,
accrued or unaccrued, fixed, absolute,  contingent or other, except as disclosed
in such balance  sheet,  or the notes  thereto,  and since such date neither the
Company nor any  Subsidiary has incurred any such  obligations  or  liabilities,
other than  obligations  and  liabilities  incurred  in the  ordinary  course of
business  consistent  with past  practice of the  Company and its  Subsidiaries,
which  do  not,  in  the  aggregate,   Adversely  Affect  the  Company  and  its
Subsidiaries  taken as a whole  except to the extent set forth in Section 3.4 of
the Company  Disclosure  Schedule.  Neither the Company nor any  Subsidiary  has
Guaranteed  or is otherwise  primarily or  secondarily  liable in respect of any
obligation  or  liability  of any  other  Person,  except  for  endorsements  of
negotiable  instruments  for  deposit in the  ordinary  course of business or as
disclosed in the most recent balance sheet,  or the notes thereto,  forming part
of the Company Financial  Statements or in Section 3.4 of the Company Disclosure
Schedule.

         SECTION 3.5 Title to Properties; Leases.

         (a) Each of the  Company and each of its  Subsidiaries  has good legal,
indefeasible,  insurable  and  marketable  title (in fee simple if owned) to all
real  property,  if any,  reflected as an asset on the most recent balance sheet


                                      AI-13