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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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Accounting Treatment

       The Merger will be accounted for using the purchase method of accounting.
Key will be treated as the acquiror of the WellTech  business  and, as a result,
the assets of WellTech  will be recorded at their  estimated  fair  values.  See
Key's Pro Forma Combined  Condensed  Balance Sheet as of December 31, 1995 for a
description of the adjustments  expected to be recorded to WellTech's  financial

Rights of Dissenting Stockholders

         Key.  Holders  of Key Common  Stock who object to or vote their  shares
against the Merger do not have appraisal rights pursuant to the Maryland General
Corporation Law ("MGCL" or "Maryland Law").

       WellTech.  Pursuant  to  Delaware  General  Corporation  Law  ("DGCL"  or
"Delaware  Law"), any holder of WellTech Common Stock (i) who files a demand for
appraisal in writing prior to the vote taken at the WellTech Special Meeting and
(ii) whose  shares are not voted in favor of the  Merger,  will be  entitled  to
appraisal rights under Section 262 of the DGCL ("Section 262").  (See "Proposals
to be Voted  upon at the Key  Special  Meeting - Item 1: The  Merger - Rights of
Dissenting Stockholders of WellTech.")

Comparison of Rights of Stockholders

       The rights of holders of WellTech  Common Stock currently are governed by
Delaware Law and the  Certificate  of  Incorporation,  as amended (the "WellTech
Charter")  and  By-Laws  (the   "WellTech   By-Laws")  of  WellTech.   Upon  the
consummation  of the  Merger,  WellTech  stockholders  who do not  exercise  and
perfect their appraisal  rights will become Key  stockholders,  and their rights
will be governed by the MGCL and the Key Articles of  Incorporation,  as amended
(the "Key Articles") and the Key By-Laws,  as amended (the "Key By-Laws").  (See
"Proposals  to be Voted upon at the Key  Special  Meeting - Item 1: The Merger -
Comparison of Rights of Stockholders of WellTech and Key.")