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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         SECTION 4.14 Inapplicability of Specified Statutes. Neither Key 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 4.15  Authorized and Outstanding Capital Stock.

         (a) The  authorized  and  outstanding  capital  stock of Key are as set
forth in Section 4.15(a) of the Key Disclosure Schedule. 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  4.15(a)  of the Key  Disclosure  Schedule,  (i) there is
neither  outstanding nor has Key or any Subsidiary  agreed to grant or issue any
shares of its capital stock or any Option Security or Convertible Security,  and
(ii) neither Key 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, Key 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
4.15(a) of the Key Disclosure Schedule.

         (b) To Key's knowledge, information and belief, no Person, and no group
of  Persons  acting  in  concert,  owns as much as five  percent  (5%) of  Key's
outstanding  Common  Stock  except as set forth in  Section  4.15(b)  of the Key
Disclosure Schedule.

         SECTION 4.16 Employment Arrangements.

         (a) Neither Key nor any  Subsidiary  has any  obligation  or liability,
contingent or other, under any Employment  Arrangement,  other than those listed
or  described  in Section  4.16(a)  of the Key  Disclosure  Schedule.  Except as
described in Section  4.16(a) of the Key  Disclosure  Schedule,  (i) none of the
employees of Key or any Subsidiary is now, or, to Key's  knowledge,  information
and belief,  during the past five (5) years has been,  represented  by any labor
union or other employee collective bargaining  organization,  or are now, or, to
Key's  knowledge,  information  and belief,  during the past five (5) years have
been, parties to any labor or other collective bargaining agreement,  (ii) there
are no pending grievances, disputes or controversies with any union or any other
employee or collective bargaining  organization of such employees, or threats of
strikes,  work  stoppages  or slowdowns  or any pending  demands for  collective
bargaining by any union or other such organization, and (iii) neither Key or any
Subsidiaries  nor  any  of  their  employees  is now  or,  to  Key's  knowledge,
information  and belief,  during the past five (5) years has been  subject to or
involved in or, to Key's knowledge, information and belief, threatened with, any
union  elections,  petitions  therefore or other  organizational  or  recruiting
activities.  Key and each Subsidiary have performed all obligations  required to
be  performed  under  all  Employment  Arrangements  and  are not in  breach  or
violation  of or in  default or arrears  under any of the terms,  provisions  or
conditions  thereof.  Section 4.16(a) of the Key Disclosure  Schedule sets forth
the basis of funding, and the current status of, any past service liability with
respect to each Employment Arrangement to which the same is applicable.

         (b) Except as set forth on Schedule  4.16(b),  no employee shall accrue
or receive  additional  benefits,  service or accelerated  rights to payments of
benefits  under any Employment  Arrangement,  including the right to receive any


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