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>

         Shares of the Key  Common  Stock are the only  securities  of Key whose
holders are  entitled to vote upon the Key  Proposals to be presented at the Key
Special Meeting.

         Each Key Proposal will be voted upon separately by the Key stockholders
entitled to vote at the Key Special Meeting; however, failure of either proposal
1 or 2 described  above to be approved  by the  stockholders  will result in the
abandonment  by Key of the Merger,  and failure of proposal 1 will result in the
election of a Board of Directors of five persons not  including  any nominees of
WellTech.


         Your vote is  important  regardless  of the  number of shares  you own.
Approval  of the  Merger  and  the  Key  Charter  Amendment  each  requires  the
affirmative  vote of the  holders of not less than a majority  of the issued and
outstanding shares of Key Common Stock. The proposal relating to the election of
the Board of Directors  will be determined by a plurality of the votes  entitled
to be cast by the holders of the Key Common Stock.  All other  proposals must be
approved by the  affirmative  vote of a majority of the  outstanding  Key Common
Stock  present in person or by proxy and entitled to vote at the  meeting.  Each
stockholder,  even though he or she now plans to attend the Key Special Meeting,
is requested to sign,  date and return the enclosed  Proxy  without delay in the
enclosed  postage-paid  return  envelope.  You may revoke your Proxy at any time
prior to its exercise.  Any stockholder present at the Key Special Meeting or at
any adjournments or  postponements  thereof may revoke his or her Proxy and vote
personally on each matter brought before the Key Special Meeting.


                                       By Order of the Board of Directors,

                                       Diane Mack, Secretary
   
 March 13, 1996
    


         THE BOARD OF  DIRECTORS  RECOMMENDS  THAT YOU VOTE FOR THE  PROPOSAL TO
APPROVE AND ADOPT THE MERGER AGREEMENT AND EACH OF THE TRANSACTIONS CONTEMPLATED
THEREBY,  FOR THE PROPOSAL TO APPROVE AND ADOPT THE KEY CHARTER  AMENDMENT;  FOR
THE ELECTION OF  DIRECTORS  OF KEY;  AND FOR THE  PROPOSALS TO ADOPT AND APPROVE
EACH OF THE KEY STOCK OPTION PLANS.

         PLEASE  DATE AND SIGN THE  ENCLOSED  PROXY AND MAIL IT  PROMPTLY IN THE
ENCLOSED POSTAGE-PAID RETURN ENVELOPE.

                                       -2-