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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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available for any or all of the shares of the constituent corporation, and shall
include  in such  notice a copy of this  section.  The  notice  shall be sent by
certified  or  registered  mail,  return  receipt  requested,  addressed  to the
stockholder at his address as it appears on the records of the corporation.  Any
stockholder  entitled to appraisal  rights may, within 20 days after the date of
mailing  of the  notice,  demand in  writing  from the  surviving  of  resulting
corporation  the  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.

         (e)  Within  120  days  after  the  effective  date  of the  merger  of
consolidation, the surviving or resulting corporation or any stockholder who has
complied  with  subsection  (a) and (d) hereof and who is otherwise  entitled to
appraisal  rights,  may file a petition  in the Court of  Chancery  demanding  a
determination   of  the   value  of  the   stock   of  all  such   stockholders.
Notwithstanding  the  foregoing,  at any time within 60 days after the effective
date of the merger or  consolidation,  any  stockholder  shall have the right to
withdraw  his demand for  appraisal  and to accept  the terms  offered  upon the
merger or consolidation.  Within 120 days after the effective date of the merger
or  consolidation,  any  stockholder  who has complied with the  requirements of
subsections  (a) and (d)  hereof,  upon  written  request,  shall be entitled to
receive  from  the  corporation  surviving  the  merger  or  resulting  from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or  consolidation  and with respect to which  demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written  statements shall be mailed to the stockholder within 10 days after
his  written  request  for such a statement  is  received  by the  surviving  or
resulting  corporation  or within 10 days  after  expiration  of the  period for
delivery of demands for appraisals  under  subsection  (d) hereof,  whichever is
later.

         (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof  shall be made upon the surviving or resulting  corporation,  which
shall  within 20 days after such  service  file in the office of the Register in
Chancery in which the petition was filed a duly  verified  list  containing  the
names and  addresses of all  stockholders  who have  demanded  payment for their
shares and with whom  agreements  as to the value of their  shares have not been
reached by the  surviving or  resulting  corporation.  If the petition  shall be
filed  by  the  surviving  or  resulting  corporation,  the  petition  shall  be
accompanied  by such a duly  verified  list.  The  Register in  Chancery,  if so
ordered by the  Court,  shall  give  notice of the time and place  fixed for the
hearing of such  petition by  registered  or certified  mail to the surviving or
resulting corporation and to the stockholders shown on the list at the addresses
therein  stated.  Such notice shall also be given by 1 or more  publications  at
least  1  week  before  the  day of  the  hearing,  in a  newspaper  of  general
circulation published in the City of Wilmington, Delaware or such publication as
the Court deems  advisable.  The forms of the notices by mail and by publication
shall be  approved  by the Court,  and the costs  thereof  shall be borne by the
surviving or resulting corporation.

          (g) At the hearing on such  petition,  the Court shall  determine  the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an

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