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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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                  (iii)  will   require  any   Governmental   Authorization   or
         Governmental  Filing  or  Private  Authorization,   except  for  filing
         requirements under Applicable Law in connection with the Merger and the
         Transactions  and as the  Securities  Act  and  the  Exchange  Act  and
         applicable  state  securities  laws may apply to compliance by Key with
         the provisions of this Agreement and the Registration  Rights Agreement
         relating to stockholder approval and registration rights, respectively.

         (d) Key does not have any  Subsidiaries  other  than those set forth on
Section 4.1(d) of the Key Disclosure Schedule, each of which is (i) wholly-owned
unless noted otherwise in Section 4.1(d) of the Key Disclosure Schedule,  (ii) a
corporation which is duly organized, validly existing and in good standing under
the laws of the respective state of incorporation set forth opposite its name on
Section 4.1(d) of the Key Disclosure  Schedule,  and (iii) duly qualified and in
good standing as a foreign  corporation in each other  jurisdiction (as shown on
Section  4.1(d) of the Key  Disclosure  Schedule) in which the  character of its
property or the nature of its business or operations requires such qualification
or authorization,  with full power and authority  (corporate and other) to carry
on the business in which it is engaged.  Each  Subsidiary  has in full force and
effect all Governmental  Authorizations and Private  Authorizations and has made
all Governmental Filings, to the extent required for such ownership and lease of
its  property  and  conduct  of its  business.  Key owns all of the  outstanding
capital  stock (as shown on Section  4.1(d) of the Key  Disclosure  Schedule) of
each Subsidiary,  free and clear of all Liens (except to the extent set forth in
Section 4.1(d) of the Key Disclosure Schedule), and all such stock 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
relating to the  authorized  and unissued or  outstanding  capital  stock of any
Subsidiary.

     SECTION 4.2 Financial and Other Information.

         (a) Key has heretofore furnished to the Company copies of the financial
statements  of Key and its  Subsidiaries  listed  in  Section  4.2(a) of the Key
Disclosure  Schedule  (the  "Key  Financial  Statements").   The  Key  Financial
Statements,  including  in each case the notes  thereto,  have been  prepared in
accordance  with GAAP  applied on a  consistent  basis  throughout  the  periods
covered  thereby,  except as otherwise  noted therein or as set forth in Section
4.2(a) of the Key Disclosure Schedule,  are true, accurate and complete,  do not
contain any untrue statement of a material fact or omit to state a material fact
required  by GAAP to be  stated  therein  or  necessary  in  order  to make  the
statements  contained  therein not misleading,  and fairly present the financial
condition and results of operations  of Key and its  Subsidiaries,  on the bases
therein  stated,  as of the  respective  dates  thereof,  and for the respective
periods covered thereby subject, in the case of unaudited  financial  statements
to normal  year-end audit  adjustments  and accruals.  Section 4.2(a) of the Key
Disclosure  Schedule contains a true,  accurate and complete  description of the
business, operations,  financial condition, properties, prospects and management
of Key  and  its  Subsidiaries  of the  nature  and in the  detail  required  by
Regulation  S-K  with  respect  to a  registration  statement  filed  under  the
Securities Act on Form S-4.

         (b) Neither the Key Disclosure  Schedule  (including without limitation
the  information  set  forth in  Schedule  4.2(a)  thereof),  the Key  Financial
Statements or this Agreement nor any Collateral Document,  data,  information or
statement  furnished  or to be furnished by or on behalf of Key pursuant to this
Agreement or any Collateral  Document  executed or required to be executed by or
on behalf of Key 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


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