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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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                           PROPOSALS TO BE VOTED UPON
                           AT THE KEY SPECIAL MEETING



         The  matters  discussed  below  will be voted  upon at the Key  Special
Meeting.  The Board of  Directors  of Key  recommends  a vote FOR  approval  and
adoption of each of the Merger, the Key Charter Amendment, the Election of Board
of Directors, the Key 1995 Stock Option Plan and the Key Outside Directors Stock
Option Plan. A vote of at least a majority of all  outstanding  Key Common Stock
is required to approve the Merger and the Key Charter  Amendment.  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 proposal will be voted upon separately by
the Key  stockholders  entitled  to vote at the Key  Special  Meeting.  Failure,
however,  of either the Merger  Agreement  or the Key  Charter  Amendment  to be
approved will result in the  abandonment by Key of the Merger and, if the Merger
is not approved, WellTech's two nominees will not be elected to the Board and it
is  proposed  that the  Board  consist  of five  Directors  none of whom will be
WellTech  nominees.  Abstentions and broker  non-votes will have the effect of a
vote against the proposal.


 
                              ITEM 1. THE MERGER


         The following description of certain provisions of the Merger Agreement
and the exhibits and schedules thereto is only a summary and does not purport to
be complete.  This  description is qualified in its entirety by reference to the
complete  text of the Merger  Agreement,  a conformed  copy of which is attached
hereto as Annex I and  incorporated  herein by reference.  Certain terms used in
this Section without definition are defined in the Merger Agreement .


General Provisions

         Share  Exchange.  The Merger  Agreement  provides that,  subject to the
requisite   adoption  and  approval  by   WellTech's   stockholders   and  Key's
stockholders of the Merger and certain related transactions and the satisfaction
or waiver of certain other conditions,  at the Effective Time,  WellTech will be
merged with and into Key, the separate  existence of WellTech will cease and Key
will continue as the surviving corporation.  As a result of the Merger, Key will
acquire all of the  business  and assets of WellTech  and will assume all of its
obligations and  liabilities,  and shares of WellTech  Common Stock  outstanding
immediately  prior to the Merger  will be  converted  into  shares of Key Common
Stock and New Key Warrants.

         Pursuant to the Merger  Agreement,  by virtue of the Merger and without
any action on the part of the any holder of shares of capital stock:

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