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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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        (2) Based on 10,413,510  shares of outstanding  Key Common Stock,  after
            giving  effect to the Merger,  assuming  the exercise of the New Key
            Warrants and no exercise of any other options or warrants. Under the
            rules for determining beneficial ownership, each director,  director
            nominee  and  officer is deemed to own that  number of shares of Key
            Common Stock which he or she may  purchase or acquire  pursuant to a
            warrant,  option or convertible  security within 60 days as if he or
            she had  exercised  the  warrant  or  option  or had  converted  the
            convertible security.  The number of shares of Key Common Stock that
            each person is so deemed to own goes into both the numerator and the
            denominator in calculating that person's percentage  ownership.  The
            footnotes indicate the number of shares of Key Common Stock, if any,
            that are deemed to be owned by each person pursuant to this rule.


        (3) Such  shares are  beneficially  owned  indirectly  by FMR  Corp.,  a
            Massachusetts  corporation  ("FMR") with an address at 82 Devonshire
            Street, Boston,  Massachusetts 02109. Such shares are owned directly
            by (a) a portfolio of an investment company registered under Section
            8 of the  Investment  Company  Act of  1940,  as  amended,  which is
            advised by  Fidelity  Management  &  Research  Company  ("FMRC"),  a
            wholly-owned  subsidiary of FMR and an investment adviser registered
            under Section 203 of the  Investment  Advisers Act of 1940,  and (b)
            two private investment accounts advised by Fidelity Management Trust
            Company  ("FMTC"),  a bank as  defined  in  Section  3(a)(6)  of the
            Securities  Exchange Act of 1934 and a  wholly-owned  subsidiary  of
            FMR.  Includes  469,551  shares  of Key  Common  Stock  that  may be
            acquired upon the exercise of New Key Warrants and 611,000 shares of
            Key Common  Stock  owned  beneficially  by FMR  Corp.,  prior to the
            Merger. See Note (14) under "Ownership of Key Securities."


        (4) Includes 100,091 shares of Key Common Stock that maybe acquired upon
            the exercise of New Key Warrants.

        (5) Includes  39,242 shares of Key Common Stock that maybe acquired upon
            the exercise of New Key Warrants.

        (6) Includes  60,010 shares of Key Common Stock that maybe acquired upon
            the exercise of New Key Warrants.


        (7) As  adjusted  column  includes  shares  of Key  Common  Stock  to be
            distributed by WellTech to the director  before  consummation of the
            Merger and, in the case of Mr. Thompson,  (a) includes 11,105 shares
            of Key Common Stock held by Mr. Thompson in a retirement account and
            65,000 shares of Key Common Stock issuable upon  consummation of the
            Merger and (b) does not include  13,550  shares of Key Common  Stock
            held in a retirement account by Mr. Thompson's wife, as to which Mr.
            Thompson disclaims beneficial ownership.


        (8) Mr. Garcia disclaims  beneficial  ownership of WellTech Common Stock
            owned by Neptune Management Partners, L.P. ("Neptune"), of which Mr.
            Garcia is a manager.  Does not include  18,689  shares of Key Common
            Stock  to  be   distributed   by  WellTech  to  Mr.   Garcia  before
            consummation  of the Merger,  which shares shall be  contributed  to
            Neptune.

        (9) Mr. Konomos disclaims  beneficial ownership of WellTech Common Stock
            owned by  CCF/WellTech,  L.P.  ("CCFW")  of which Mr.  Konomos  is a
            manager.  Does not include  11,205  shares of Key Common Stock to be
            distributed by WellTech to Mr. Konomos  before  consummation  of the
            Merger, which shares shall be contributed to CCFW.


        (10)Mr. Thompson is a 100% owner of Jupiter  Management Co.  ("Jupiter")
            and he is deemed to beneficially own 3,982 shares of WellTech Common
            Stock owned by Jupiter.  Does not include  1,152  shares of WellTech
            Common  Stock  held  in  a  retirement  account  maintained  by  Mr.
            Thompson's  mother as to which  Mr.  Thompson  disclaims  beneficial
            ownership .


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