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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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          c. Cash in lieu of fractional shares or fractional depository receipts
described in the foregoing subparagraphs a. and b. of this paragraph; or

          d. Any  combination  of the shares of stock,  depository  receipts and
cash in lieu of fractional shares or fractional depository receipts described in
the foreign subparagraphs a., b. and c. of this paragraph.

         (3)  In  the  event  of  all of  the  stock  of a  subsidiary  Delaware
corporation  party to a merger  effected under ss.253 of this title is not owned
by the parent  corporation  immediately  prior to the merger,  appraisal  rights
shall be available for the shares of the subsidiary Delaware corporation.

         (c) Any  corporation  may provide in its  certificate of  incorporation
that  appraisal  rights sunder this section shall be available for the shares of
any class or series of its stock as a result of an amendment to its  certificate
or  incorporation,  any merger or  consolidation  in which the  corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation.  If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections (d) and
(e) of this section, shall apply as nearly as is practicable.

         (d)      Appraisal rights shall be perfected as follows:

         (1) If a proposed merger or  consolidation  for which appraisal  rights
are provided  under this section is to be submitted for approval at a meeting of
stockholders, the corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date for such meeting
with  respect to shares for which  appraisal  rights are  available  pursuant to
subsections (b) or (c) hereof that appraisal rights are available for any or all
of the shares of the constituent corporations,  and shall include in such notice
a copy of this  section.  Each  stockholder  electing to demand the appraisal of
this shares shall deliver to the  corporation,  before the taking of the vote on
the merger or consolidation,  a written demand for appraisal of his shares. Such
demand  will be  sufficient  if it  reasonably  informs the  corporation  of the
identity of the stockholder  and that the stockholder  intends thereby to demand
the appraisal of his shares. A proxy or vote against the merger or consolidation
shall not constitute such a demand.  A stockholder  electing to take such action
must do so by a separate written demand as herein provided. Within 10 days after
the effective date of such merger or  consolidation,  the surviving or resulting
corporation  shall notify each stockholder of each  constituent  corporation who
has complied with this  subsection and has not voted in favor of or consented to
the merger or  consolidation  of the date that the merger or  consolidation  has
become effective; or

         (2) If the merger or consolidation  was approved  pursuant to ss.228 or
253 of this title,  the  surviving or resulting  corporation,  either before the
effective  date of the  merger or  consolidation  or within 10 days  thereafter,
shall  notify  each of the  stockholders  entitled  to  appraisal  rights of the
effective date of the merger or consolidation and that appraisal rights are