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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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         Simmons  is a  specialized  energy - related  investment  banking  firm
engaged in, among other things, the valuation of businesses and their securities
in connection with mergers and acquisitions,  the management and underwriting of
sales of equity  and debt to the  public and  private  placements  of equity and
debt. Key selected  Simmons to act as its financial  advisor in connection  with
the Merger on the basis of  Simmons'  expertise  in the oil and gas  service and
equipment industry.


         The full text of Simmons'  opinion dated  December 29, 1995 is attached
as Annex II to this Proxy Statement-Prospectus.  Holders of Key Common Stock are
urged to read such opinion  carefully in its  entirety in  conjunction  with the
Proxy  Statement-Prospectus  for assumptions made, matters considered and limits
of the review by Simmons.  Simmons'  opinion  addresses only the fairness of the
Merger from a financial  point of view and does not constitute a  recommendation
to any holder of Key Common Stock as to how such stockholder  should vote on the
Merger.   The   summary   of   Simmons'   opinion   set  forth  in  this   Proxy
Statement-Prospectus  is qualified in its entirety by reference to the full text
of such opinion.


         In connection  with the rendering of its opinion,  Simmons has reviewed
and analyzed, among other things, the following: (i) the Merger Agreement;  (ii)
the financial  statements and other  information  concerning Key,  including the
Annual  Reports  on Form  10-K of Key for each of the  years  in the  three-year
period ended June 30, 1995 and the Quarterly  Report on form 10-Q of Key for the
quarter ended September 30, 1995;  (iii) certain  near-term  forecasts and other
internal information, primarily financial in nature, concerning the business and
operations  of Key  furnished  by Key for  purposes of Simmons'  analysis;  (iv)
certain  publicly  available  information  concerning  the  trading  of, and the
trading  market  for,  Key Common  Stock;  (v)  certain  information  concerning
WellTech,  including the audited  financial  statements for each of the years in
the three-year  period ended December 31, 1994 and certain  unaudited  financial
statements,  prepared by  WellTech,  for interim  periods  during the year ended
December  31, 1994 and the ten months  ended  October  31,  1995;  (vi)  certain
near-term  forecasts  and other  internal  information,  primarily  financial in
nature, concerning the business and operations of WellTech furnished by WellTech
for purposes of Simmons' analysis;  (vii) certain publicly available information
with respect to certain other  companies that Simmons  believes to be comparable
to Key or WellTech and the trading markets for certain of such other  companies'
securities;   (viii)  certain  publicly  available  information  concerning  the
estimate of the future operating performance of Key and the comparable companies
prepared by industry experts unaffiliated with either Key or WellTech;  and (ix)
certain  publicly  available  information  concerning  the  nature  and terms of
certain other transactions considered relevant to the inquiry.  Simmons has also
met with  certain  officers  and  employees  of Key and  WellTech to discuss the
foregoing, as well as other matters believed relevant to the inquiry.

         In  arriving  at its  opinion,  Simmons has assumed and relied upon the
accuracy and completeness of all of the financial and other information provided
or publicly available,  including, without limitation,  information with respect
to the amount and timing of cost savings  pursuant to the Merger provided by Key
and  WellTech,  and  has  not  attempted  independently  to  verify  any of such
information.  Simmons  has not  conducted  a physical  inspection  of any of the
assets,  properties or  facilities  of Key or WellTech,  nor has Simmons made or
obtained  any  independent  evaluations  or  appraisals  of any of such  assets,
properties or facilities.

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