Print Page  Close Window

SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
<PAGE>

        (5) Includes 50,000 shares purchasable at $5.00 per share pursuant to an
            option granted on July 6, 1995. Mr. Greenfield  disclaims beneficial
            ownership of shares owned by the Green-Cohn  Group, Inc. of which he
            is President. See Note (13) below.

        (6) Includes 25,000 shares purchasable at $5.00 per share pursuant to an
            option granted on July 6, 1995.

        (7) Includes 50,000 shares purchasable at $5.00 per share pursuant to an
            option granted on July 6, 1995.

        (8) Includes 25,000 shares purchasable at $5.00 per share pursuant to an
            option  granted  on July 6, 1995;  does not  include  75,000  shares
            purchasable upon exercise of such option.

        (9) Includes 12,500 shares purchasable at $5.00 per share pursuant to an
            option  granted  on July 6, 1995;  does not  include  37,500  shares
            purchasable upon exercise of such option.

        (10)Includes  31,250 shares  purchasable  at $5.00 per share pursuant to
            an option  granted on July 6, 1995;  does not include  93,750 shares
            purchasable upon exercise of such option.

        (11)Prior to  consummation  of the  Merger,  Mr.  Collins is expected to
            receive 55,072 shares of Key Common Stock from WellTech  pursuant to
            an agreement with WellTech to compensate certain of its directors.

        (12)Prior to  consummation  of the  Merger,  Mr.  Marcum is  expected to
            receive 55,072 shares of Key Common Stock from WellTech  pursuant to
            an agreement with WellTech to compensate certain of its directors.

        (13)The number  shown under the Key Common  Stock  column  includes  (i)
            167,364  shares owned  directly by Mr. Cohn, and (ii) 459,058 shares
            owned indirectly through his ownership of Green-Cohn Group, Inc. Mr.
            Cohn's address is c/o Green-Cohn Group, Inc., 45 Broadway, New York,
            New York 10006.


        (14)The number of shares  shown  under the Key Common  Stock  column are
            beneficially   owned   indirectly  by  FMR  Corp.,  a  Massachusetts
            corporation ("FMR") with an address at 82 Devonshire Street, Boston,
            MA 02109. Such shares are owned directly by portfolios of investment
            companies  registered under Section 8 of the Investment  Company Act
            of 1940,  as amended,  which are advised by  Fidelity  Management  &
            Research Company, a wholly-owned subsidiary of FMR and an investment
            adviser registered under Section 203 of the Investment  Advisers Act
            of 1940.  Number of shares  owned by FMR does not include any shares
            of Key Common  Stock which FMR might be deemed to  beneficially  own
            indirectly by virtue of its ownership of WellTech Common Stock. (See
            "Ownership of WellTech Securities .")


        (15)The number  shown under the Key Common  Stock  column  includes  (i)
            1,635,000  shares owned directly by WellTech,  Inc. and (ii) 250,000
            shares  subject  to  purchase  upon  exercise  of the  Existing  Key
            Warrants.

                                      -19-