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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.
                                 Proxy Statement
                      For Special Meetings of Stockholders
                            To Be Held March 26, 1996
    
                             KEY ENERGY GROUP, INC.
                                   PROSPECTUS
           5,679,962 Shares of Common Stock, $.10 Par Value Per Share
                Five-Year Warrants to Purchase 750,000 Shares of
                     Common Stock, $.10 Par Value Per Share

   
         This Proxy  Statement--Prospectus (this "Proxy Statement-- Prospectus")
is being  furnished  to  stockholders  of Key  Energy  Group,  Inc.,  a Maryland
corporation ("Key", which term includes its consolidated subsidiaries unless the
context indicates otherwise),  in connection with the solicitation of proxies by
the Board of Directors  of Key for use at its Special  Meeting in lieu of Annual
Meeting of  Stockholders  (the "Key Special  Meeting" or the "Special  Meeting")
(including  any  adjournments  or  postponements  of such meeting) to be held on
March  26,  1996 at the time and  place and for the  purposes  specified  in the
accompanying  Notice of Special Meeting and at any adjournments or postponements
of the Special Meeting. This Proxy  Statement--Prospectus  and form of Proxy for
the Special Meeting will be mailed to the  stockholders of Key on or about March
13,  1995.   This  Proxy   Statement-Prospectus   is  also  being  furnished  to
stockholders of WellTech,  Inc., a Delaware corporation  ("WellTech," which term
includes its consolidated  subsidiaries unless the context indicates  otherwise)
in connection  with the offering of shares of Common  Stock,  $.10 par value per
share ("Key Common  Stock") and  five-year  warrants to purchase an aggregate of
750,000  shares of Key  Common  Stock at an  exercise  price of $6.75 per share,
subject  to  certain  anti-dilution  provisions  (the  "New  Key  Warrants")  to
stockholders  of WellTech in connection  with the proposed merger (the "Merger")
of WellTech with and into Key.


         The  above   matters   are   discussed   in   detail   in  this   Proxy
Statement--Prospectus.  The proposed Merger and related  transactions  described
herein are complex transactions.  Stockholders of Key are strongly urged to read
carefully  and  consider  this Proxy  Statement--Prospectus  in its entirety and
should carefully  consider the "Risk Factors" set forth herein beginning on page
28.
    
                           ---------------------------

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
       COMMISSION NOR HAS THE SECURITIES EXCHANGE COMMISSION OR ANY STATE
       SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
        PROXY STATEMENT--PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                             IS A CRIMINAL OFFENSE.
                           ---------------------------


          The date of this Proxy Statement--Prospectus is March , 1996