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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.
   
                                                            March  13, 1996
    

Dear Stockholder:


         You are  cordially  invited to attend a Special  Meeting in Lieu of the
Annual Meeting of Stockholders  (the "Key Special Meeting") of Key Energy Group,
Inc.  ("Key") to be held on March 26,  1996 at 11:00 a.m.,  local  time,  at the
Hyatt Regency, Two Albany Street, New Brunswick, New Jersey.


         At the Key Special Meeting,  stockholders  will be asked to approve and
adopt an Agreement and Plan of Merger (the "Merger  Agreement")  entered into on
November 18, 1995 providing for the merger of WellTech,  Inc.  ("WellTech") with
and into Key (the "Merger").


         As a result of the Merger,  all  outstanding  shares of common stock of
WellTech  will be  converted  into  shares of Key  Common  Stock  and  five-year
warrants  to  purchase  shares of Key  Common  Stock  (the "New Key  Warrants").
WellTech  currently owns 1,635,000  shares (23.6%) of Key Common Stock and holds
warrants (the "Existing Key Warrants") to purchase an additional  250,000 shares
of Key Common Stock at $5.00 per share. As part of the Merger,  1,429,962 of the
1,635,000  shares of Key Common Stock and the  Existing  Key Warrants  currently
owned by  WellTech  will be  canceled.  Assuming  that no  appraisal  rights are
asserted by the WellTech  stockholders in the Merger, Key will issue to WellTech
stockholders  an aggregate  of 4,929,962  shares of Key Common Stock and New Key
Warrants  to  purchase  750,000  shares of Key Common  Stock at $6.75 per share.
Taking into account the cancellation of the 1,429,962 shares of Key Common Stock
and  the  Existing  Key  Warrants   currently  held  by  WellTech,   net  Merger
consideration  will consist of 3,500,000 shares of Key Common Stock and warrants
to purchase 500,000 additional shares of Key Common Stock.


         The Merger is subject to various  conditions,  described  in this Proxy
Statement--Prospectus.  It is expected that the Merger will be completed  during
the first quarter of 1996.

         Your  Board of  Directors  has  carefully  considered  the terms of the
proposed  Merger  and  believes  that the Merger and  related  transactions  are
advisable and in the best interests of Key and its  stockholders.  The Board has
unanimously approved the Merger and the related transactions and recommends that
stockholders vote FOR that proposal.


         In order to  permit  Key to issue  shares  of Key  Common  Stock to the
WellTech stockholders as provided in the Merger Agreement, to provide for future
equity  financings or acquisitions and to simplify the Company's  organizational
documents   which,   as  a  result  of  various   corporate   transactions   and
restructurings,  have become overly complex, Key stockholders will also be asked
to approve  and adopt an  amendment  to the  Articles  of  Incorporation  of Key
amending  and  restating  those  Articles in their  entirety  (the "Key  Charter
Amendment"),  which,  among other  things,  will  increase  the total  number of
authorized  shares of Key Common Stock from  10,000,000 to 25,000,000 and permit
the Board to  classify  and  reclassify  unissued  shares of Common  Stock  into
preferred or preference  stock,  subject to certain  limitations.  The Board has
unanimously  approved the Key Charter Amendment and recommends that stockholders
vote FOR that proposal.

         The  stockholders  will also be asked to elect  the Board of  Directors
which, assuming the Merger is consummated, will include two nominees of WellTech
and to approve  the  adoption of the Key 1995 Stock  Option  Plan for  officers,
directors and other employees  covering an aggregate of 1,150,000  shares of Key
Common  Stock and the  adoption of the Key Outside  Directors  Stock Option Plan
covering an aggregate of 300,000 shares of Key Common Stock.


         We hope you will be able to attend the  meeting.  However,  even if you
anticipate  attending in person, we urge you to complete,  sign, date and return
the enclosed  proxy card promptly to ensure that your shares will be represented
at the Key Special Meeting.  If you do attend,  you will, of course, be entitled
to vote in person.

         Thank you and I look forward to seeing you at the meeting.

                                      Sincerely,



                                      Francis D. John
                                      President and Chief Executive Officer