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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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                             KEY ENERGY GROUP, INC.

     PROXY FOR SPECIAL MEETING IN LIEU OF THE ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON MARCH 26, 1996

         The  undersigned,  revoking all prior proxies,  hereby  constitutes and
appoints  Francis D. John,  Danny R.  Evatt and Van D.  Greenfield,  and each of
them,  as the true and lawful  attorneys and proxies for the  undersigned,  with
full power of  substitution,  to vote all shares of Common Stock, par value $.10
per share (the "Common Stock"),  of Key Energy Group,  Inc. (the "Company") that
the  undersigned  is entitled  to vote at the Special  Meeting in Lieu of Annual
Meeting of Stockholders the Company to be held at the Hyatt Regency,  Two Albany
Street,  New Brunswick,  New Jersey on March 26, 1996 at 11:00 a.m., local time,
or at any  adjournment  thereof,  upon such business as may properly come before
the  meeting  or  any  adjournment  including,  without  limiting  such  general
authorization, the following proposals described in the accompanying Joint Proxy
Statement-Prospectus:

1. FOR o   AGAINST o   ABSTAIN o   Approval of the Agreement and Plan of Merger,
                                   pursuant to which Welltech, Inc. will merge 
                                   with and into the Company (the "Merger").

2. FOR o   AGAINST o   ABSTAIN o   Approval of an amendment to the Company's 
                                   Articles of Incorporation to amend and 
                                   restate said Articles in their entirety, 
                                   including an increase in the total number of
                                   authorized shares of the Common Stock from 
                                   10,000,000 to 25,000,000 and a provision 
                                   permitting the Board to classify and 
                                   reclassify unissued shares of capital stock 
                                   of the Company.

3. FOR o   AGAINST o   ABSTAIN o   If the Merger is consummated, to increase 
                                   the size of the Board to six persons and 
                                   elect Francis D. John, Van D. Greenfield, 
                                   William Manly, Morton Wolkowitz, W. Phillip
                                   Marcum and Kevin P. Collins as the Company's 
                                   Directors, each to serve as a Director for a 
                                   term expiring at the 1996 Annual Meeting of 
                                   Stockholders of the Company or when their 
                                   successors are duly elected and qualified.

                                   If the  Merger is not  consummated,
                                   to elect Francis D. John, Van D. Greenfield,
                                   William Manly,  Morton Wolkowitz and D. Kirk
                                   Edwards as the Company's Directors,  each to
                                   serve as a Director  for a term  expiring at
                                   the 1996 Annual Meeting of  Stockholders  of
                                   the  Company  or when their  successors  are
                                   duly elected and qualified.

         To  withhold  authority  to elect  any  Director  nominee,  write  that
person's name in the space provided below:



                  (continued, and to be signed on reverse side)

                           (continued from other side)