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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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                                                                       Annex II
                                SIMMONS & COMPANY
                                  INTERNATIONAL

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December 29, 1995




Board of  Directors
Key Energy Group, Inc.
257 Livingston Avenue
New Brunswick, New Jersey  08901


Members of the Board:

You have requested the opinion of Simmons & Company International ("Simmons") as
investment  bankers as to the fairness,  from a financial  point of view, to the
holders of common stock of Key Energy Group,  Inc.  ("Key" or "the  Company") of
the  consideration  to be paid by Key in the proposed  merger of WellTech,  Inc.
("WellTech")  with and into Key,  pursuant to the  Agreement  and Plan of Merger
("the Agreement"), executed by Key and WellTech ("the Proposed Merger").

As more  specifically set forth in the Agreement,  in the Proposed Merger shares
of common stock of WellTech  ("WellTech Common Stock") will be converted into an
aggregate of 4,929,962  shares of common stock, par value of $0.10 per share, of
Key ("Key  Common  Stock") and 750,000  warrants  to  purchase an  aggregate  of
750,000 shares of Key Common Stock at $6.75 per share ("New Key  Warrants").  As
part of the Proposed  Merger,  1,429,962 of the  1,635,000  shares of Key Common
Stock owned by WellTech prior to the  transaction,  and the warrants to purchase
an  aggregate  of 250,000  shares of Key Common Stock at $5.00 per share held by
WellTech prior to the transaction, will be canceled.

Simmons,  as a specialized,  energy-related  investment banking firm, is 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.  In  addition,  in the ordinary  course of business,  Simmons may actively
trade  the  securities  of Key for  its own  account  and  for the  accounts  of
customers  and,  accordingly,  may at any time hold a long or short  position in
such securities.

In connection  with  rendering  its opinion,  Simmons has reviewed and analyzed,
among  other  things,  the  following:  (i) the  Agreement;  (ii) the  financial
statements and other  information  concerning the Company,  including the Annual
Reports on Form 10-K of the Company for each

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