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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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                                SIMMONS & COMPANY

                                  INTERNATIONAL



Key Energy Group, Inc.
December 29, 1995
Page 2


of the years in the  three-year  period  ended June 30,  1995 and the  Quarterly
Report on Form 10-Q of the Company 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 the Company
furnished  by the  Company  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 the Company 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 the Company and the comparable  companies  prepared by
industry  experts  unaffiliated  with either the Company 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 the Company 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  Proposed  Merger  provided by the
Company 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 the Company or WellTech,  nor has Simmons
made or obtained any  independent  evaluations or appraisals of any such assets,
properties or facilities.

In conducting its analysis and arriving at its opinion expressed herein, Simmons
has considered such financial and other factors as it deemed  appropriate  under
the circumstances including, among others, the following: (i) the historical and
current  financial  position and results of the Company and  WellTech;  (ii) the
business  prospects of the Company and  WellTech;  (iii)  estimates of pro forma
combination benefits pursuant to the Proposed Merger prepared by the Company and
WellTech;  (iv) the  historical  and current market for Key Common Stock and for
the equity  securities of certain other  companies  believed to be comparable to
the Company or WellTech;  (v) the respective  contributions  in terms of various
financial measures of the Company and WellTech to the combined company,  and the
relative ownership of Key after the

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