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) The execution,  delivery and  performance of this Agreement and the
Collateral  Documents  executed or required to be executed  pursuant  hereto and
thereto will not involve any prohibited  transaction within the meaning of ERISA
or Section 4975 of the Code.

         SECTION 3.13 Absence of Sensitive Payments.  Neither the Company or any
Subsidiary nor, to the Company's  knowledge,  information and belief, any of its
or any of their officers, directors, employees, agents or other representatives,
has (a) made any  contributions,  payments or gifts to or for the private use of
any  governmental  official,  employee or agent where  either the payment or the
purpose of such  contribution,  payment or gift is illegal under the laws of the
United States or the  jurisdiction  in which made, (b) established or maintained
any  unrecorded  fund or asset for any  purpose or made any false or  artificial
entries on its books,  or (c) made any payments to any person with the intention
or  understanding  that any part of such  payment was to be used for any purpose
other than that described in the documents supporting the payment.

         SECTION 3.14 Inapplicability of Specified Statutes. Neither the Company
nor any  Subsidiary  is a "holding  company",  or a  "subsidiary  company" or an
"affiliate"  of a "holding  company",  as such  terms are  defined in the Public
Utility Holding Company Act of 1935, as amended, or an "investment company" or a
company  "controlled"  by or acting on behalf  of an  "investment  company",  as
defined in the Investment  Company Act of 1940, as amended,  or a "carrier" or a
person which is in control of a "carrier",  as defined in section 11301 of Title
49, U.S.C.

         SECTION 3.15  Authorized and Outstanding Capital Stock.

         (a) The authorized and  outstanding  capital stock of the Company is as
set forth in Section 3.15(a) of the Company Disclosure Schedule,  including that
there are an aggregate of 352,941  shares of Company Stock  outstanding.  All of
such outstanding  capital stock has been duly authorized and validly issued,  is
fully paid and  nonassessable  and is not subject to any  preemptive  or similar
rights.  Except  as set  forth in  Section  3.15(a)  of the  Company  Disclosure
Schedule, (i) there is neither outstanding nor has the Company or any Subsidiary
agreed to grant or issue any shares of its capital stock or any Option  Security
or  Convertible  Security,  and (ii) neither the Company nor any Subsidiary is a
party to or is bound by any agreement, put or commitment pursuant to which it is
obligated to purchase,  redeem or otherwise  acquire any shares of capital stock
or any Option Security or Convertible Security.  Between the date hereof and the
Closing,  the Company will not, and will not permit any  Subsidiary  to,  issue,
sell or purchase or agree to issue,  sell or purchase  any capital  stock or any
Option Security or Convertible Security of the Company or any Subsidiary, except
as set forth in Section 3.15(a) of the Company  Disclosure  Schedule.  As of the
Effective  Time,  the  rights  of the  holders  of  all  Option  Securities  and
Convertible  Securities  issued by the  Company  to  exercise  or  convert  such
Securities shall have been terminated pursuant to the terms thereof.

         (b) All of the outstanding capital stock of the Company is owned by the
stockholders as set forth in Section 3.15(b) of the Company Disclosure Schedule,
to the Company's knowledge, information and belief, free and clear of all Liens.
To the Company's  knowledge,  information and belief, no Person, and no group of
Persons  acting in concert,  owns as much as five percent (5%) of the  Company's
outstanding Common Stock, and the Company is not controlled by any other Person,
except as set forth in Section 3.15(b) of the Company Disclosure Schedule.


                                      AI-20