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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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         No  Intention  to Pay  Dividends.  Key  has no  intention  to pay  cash
dividends on the Key Common Stock in the foreseeable future. In addition,  under
the terms of the New Indebtedness,  Key is prohibited from paying cash dividends
on  its  Common   Stock.   (See   "Business  and   Properties   of   Key--Recent
Developments--New Indebtedness" for a discussion of such restrictions.)


         Regulation and  Competition in the Well Servicing  Industry.  Oil field
service  operations,  oil and gas production  activities and oil and natural gas
drilling are subject to various  local,  state and federal laws and  regulations
intended, among other things, to protect the environment.  Both Key and WellTech
compete with many national and local independent  companies,  many of which have
financial  and other  resources  greatly  in excess of those  available  to Key,
WellTech or the surviving entity.



         International  Investments.  WellTech has made  investments  in foreign
countries  (Russia  and  Argentina)  and Key  may  continue  to make  additional
investments  in these and other foreign  countries  and in companies  located or
with  significant  operations  outside the United  States.  (See  "Business  and
Properties of  WellTech--Foreign  Operations.")  Such investments are subject to
risks  and  uncertainties  relating  to the  indigenous  political,  social  and
economic   structures  of  those  countries.   Risks  specifically   related  to
investments in foreign  companies may include risks of  fluctuations in currency
valuation,  expropriation,  confiscatory taxation and nationalization,  currency
conversion  restrictions,  increased  regulation and approval  requirements  and
governmental policies limiting returns to foreign investors. In that connection,
stockholders  should be aware that WellTech's contract in Russia was not renewed
upon its expiration in November, 1995.


         Anti-Takeover  Effect  of  Certain  Provisions  of Key's  Articles  and
By-Laws.  Certain  provisions of the Key Articles and the Key By-Laws could have
the  effect  of  making  it more  difficult  for a third  party to  acquire,  or
discouraging a third party from acquiring, a majority of the outstanding capital
stock of Key and could make it more  difficult to  consummate  certain  types of
transactions  involving an actual or potential change in control of Key, such as
a merger,  tender offer or proxy contest.  The most  significant of these is the
ability  of the Board of  Directors  to  issue,  without  stockholder  approval,
preferred stock  containing  class voting rights,  provided,  however,  that the
Board of Directors may not classify or reclassify  shares to create any class of
stock which (i) has more than one vote per share,  (ii) is issued in  connection
with any shareholder rights plan, "poison pill" or other anti-takeover  measure,
or (iii) is issued for less than fair consideration, as determined in good faith
by the Board of Directors.


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