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SEC Filings

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

         Potential  Obstacles to  Integration  of  WellTech.  The success of Key
following the Merger will be dependent partially upon Key's ability to integrate
the current  management and  operations of WellTech into its ongoing  management
and  operations.  Obstacles  to such  integration  may arise,  and some of those
obstacles could adversely affect Key's ongoing operations and performance. There
can be no  assurance  that  Key  will  be  able  effectively  to  integrate  its
management  and  operations  with those of WellTech or that  administrative  and
operational efficiencies resulting from the Merger can be attained.

         Customer Response to the Transactions.  Management of Key believes that
following  the Merger Key will be able to provide its  customers  with a broader
array of products and an increased  ability to service customer needs.  However,
there can be no  assurance  that the current  Key and  WellTech  customers  will
respond favorably to the Merger. An unfavorable  customer response to the Merger
could have an adverse effect upon the ongoing operations of Key.

         WellTech   Shareholder   Ownership  of  Key  Common  Stock.   Upon  the
consummation of the Merger,  there will be 10,413,513 shares of Key Common Stock
outstanding.  Of such shares,  the 4,929,962  shares of Key Common Stock and New
Key Warrants to purchase an additional 750,000 shares of Key Common Stock issued
to WellTech stockholders pursuant to the Merger will be freely tradeable without
restriction or registration  under the Securities Act,  including the shares and
New Key Warrants to be issued to certain stockholders of WellTech, who will have
the benefit of an effective  registration  statement  under the Securities  Act.
Stockholders  should be aware that one group of five  affiliated  entities  will
hold  approximately  38.3% of the Key Common Stock outstanding after the Merger.
All  but  155,000  of  the  remaining  shares  of  Key  Common  Stock  currently
outstanding are freely tradeable,  although sales of shares held by "affiliates"
of Key are subject to volume and other limitations imposed by Rule 144 under the
Securities Act.

         No predictions can be made as to the effect,  if any, that market sales
of shares or the  availability  of shares for sale will have on the market price
for the Key Common  Stock  prevailing  from time to time.  Sales of  substantial
amounts of Key Common  Stock in the public  market  could  adversely  affect the
market price of the Key Common Stock.

         Possible  Volatility of Stock Price.  The Key Common Stock is traded on
the American Stock Exchange. The closing price of the Key Common Stock on August
30, 1995,  immediately prior to the announcement of the Merger was $4-15/16, and
on  February  26,  1996 was $6.  (See  "Price  Range of Key  Common  Stock"  for
additional  information  with  respect to the prices of the Key Common  Stock in
earlier years.) The New Key Warrants are a new issue and there exists no trading
market for them. The volume of  transactions  in the Key Common Stock has varied
from  time to  time,  although  it has,  for the most  part,  been  limited.  In
addition,  the stock  market in recent  years has  experienced  price and volume
fluctuations that have often been unrelated or disproportionate to the operating
performance of a specific company. These fluctuations could adversely affect the
market price of the Key Common Stock and the New Key Warrants.  (See  "Proposals
to be  Voted  upon at the  Key  Special  Meeting--Item  1:  The  Merger--Certain
Covenants--Registration Rights.")