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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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         Any proxy  given  pursuant to this  solicitation  may be revoked by the
person  giving it any time before it is voted in the following  manner.  Proxies
may be revoked by (i) filing  with the  Secretary  of Key,  at or before the Key
Special  Meeting,  a written notice of revocation  bearing a date later than the
date of the proxy,  (ii) duly executing a subsequent  proxy relating to the same
shares and  delivering  it to the  Secretary of Key at or before the Key Special
Meeting,  or (iii)  attending  the Key  Special  Meeting  and  voting  in person
(although  attendance  at the Key  Special  Meeting  will  not in and of  itself
constitute  revocation of a proxy).  Any written notice revoking a proxy and any
subsequent  proxy  should be sent to Key  Energy  Group,  Inc.,  255  Livingston
Avenue, New Brunswick,  New Jersey 08901, Attention:  Francis D. John, President
and Chief Executive Officer.


         Proxies  are  being  solicited  by and on  behalf  of the Key  Board of
Directors.  All expenses of this  solicitation,  including the cost of preparing
and mailing this Proxy Statement--Prospectus,  will be borne by Key. In addition
to  solicitation  by use of the mails,  proxies may be solicited  by  directors,
officers and employees of Key in person or by telephone, telegram or other means
of   communication.   Such  directors,   officers  and  employees  will  not  be
additionally  compensated  but may be reimbursed for  out-of-pocket  expenses in
connection with such  solicitation.  Arrangements  will be made with custodians,
nominees and  fiduciaries  for  forwarding  of proxy  solicitation  materials to
beneficial  owners of Key Common Stock held of record by such  persons,  and Key
may reimburse such custodians,  nominees and fiduciaries for reasonable expenses
incurred in connection therewith.

Ownership of Key Securities


         The following  table  provides  information  as of January 1, 1996 with
respect to the shares of Key Common Stock  beneficially owned by (i) each person
known by Key to own more than 5% of the outstanding Key Common Stock;  (ii) each
director of Key and each nominee to the Board of Directors; (iii) each executive
officer required to be identified in the Summary  Compensation Table of Key; and
(iv) by all  directors  and  executive  officers  of Key as a group.  The  table
includes shares which may be acquired upon exercise of options granted under the
Key 1995 Stock  Option Plan and the Key Outside  Directors  Stock  Option  Plan,
subject to shareholder  approval and excludes shares granted under the Key Stock
Grant Plan, which has been terminated  subject to approval of the Key 1995 Stock
Option Plan. (See "Management of  Key--Executive  Compensation.")  The number of
shares  beneficially  owned by each director or executive  officer is determined
according to rules of the  Commission,  and the  information is not  necessarily
indicative of  beneficial  ownership  for any other  purpose.  Under such rules,
beneficial  ownership  includes any shares as to which the  individual or entity
has sole or shared voting power or investment  power. As a consequence,  several
persons may be deemed to be the "beneficial  owners" of the same shares.  Except
as noted below, each holder has sole voting and investment power with respect to
all shares of Key Common  Stock  listed as owned by such  person or entity.  The
address of each of Messrs. John, Greenfield,  Manly,  Wolkowitz,  Edwards, Evatt
and Laidley is c/o The Company, 255 Livingston Avenue, New Brunswick, New Jersey
08901.


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