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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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         The loans are secured by a first lien on  substantially  all the assets
of Key (other than the assets of Odessa Exploration) and of WellTech (other than
the Existing Key Shares, the Existing Key Warrants and shares in Dawson owned by
WellTech).  The loans bear  interest at an annual rate of 1.25% in excess of the
"prime"  rate of Chemical  Bank,  New York,  New York.  CIT is also  entitled to
various fees, including a closing commitment fee of $100,000,  interest based on
certain minimum  borrowing  levels,  whether or not such amounts are or could be
(because  of  borrowing  formula  limitations)   outstanding,   and  to  certain
prepayment  penalties  including for early  termination of the revolving  credit

         Acquisition  of Clint Hurt Assets.  In March 1995, Key and Clint Hurt &
Associates,  Inc. ("CHA") entered into an Asset Purchase  Agreement  pursuant to
which  CHA sold to Key all of its  assets  in West  Texas  for an  aggregate  of
approximately  $1.7  million,  of which  $1.0  million  was paid in cash and the
balance was paid in the form of a 60-day promissory note, which was paid in full
on July 2, 1995. The acquired assets  consisted  principally of four oil and gas
drilling  rigs and related  equipment.  Mr. Clint Hurt entered into a consulting
agreement and a noncompetition  agreement with Key, pursuant to which neither he
nor CHA may  directly  or  indirectly  engage  in  providing  contract  drilling
services or engage in the well service business in Texas until April 1, 1998. In
connection with the consulting and non-competition  agreement,  Key issued 5,000
shares of Key Common Stock to Mr. Hurt.

         Acquisition  of WellTech  West Texas.  On December  10,  1993,  Key and
WellTech  entered into an Asset  Purchase  Agreement  pursuant to which WellTech
sold Key all of the assets and liabilities of WellTech's West Texas region.  The
assets purchased included 58 well service workover rigs, various trucks, parcels
of real estate,  inventory and office  furniture and equipment.  The acquisition
was consummated in August 1994.  Consideration for the acquisition  consisted of
the  issuance  by Key to  WellTech  of  1,635,000  shares of Key  Common  Stock,
warrants to acquire 250,000  additional  shares of Key Common Stock at $5.00 per
share and the assumption of certain  current  liabilities  related to WellTech's
West Texas  operations.  Those  shares and  warrants  are  referred to elsewhere
herein as the  Existing Key Stock and the Existing Key Warrants and will (except
for 205,038 shares) be surrendered to Key pursuant to the Merger.  In connection
with the  WellTech  West Texas  acquisition,  WellTech  was granted the right to
designate one nominee to serve on Key's Board of Directors.  (See  "Proposals to
be  Voted  upon at the  Key  Special  Meeting--Item  3:  Election  of  Board  of
Directors.")  Since December  1993,  Key has operated the WellTech's  West Texas
well service business.


         Oil  Field  Services.  Yale E.  Key  performs  a  variety  of  services
involving  the  production  and  exploration  of oil and natural gas,  including
workovers, well maintenance,  operation of hot oilers and trucking equipment and
well completions. Yale E. Key operates a variety of oil field service equipment,
including  136 workover  rigs, 28 hot oil units and 12  transports.  Yale E. Key
serves over 200 customers in West Texas,  with its two largest customers (Parker
& Parsley and Texaco)  providing  approximately  18% and 10%,  respectively,  of
Key's total revenue  during  fiscal 1995,  15% and 14%,  respectively,  of Key's
total revenue during fiscal 1994, and 23% and 26%, respectively,  of Key's total
revenue during fiscal 1993.