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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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dividend, subdivision, reclassification, recapitalization, split, combination or
exchange of shares.  However,  the Merger  Agreement  prohibits Key and WellTech
from issuing any equity  securities  or rights,  options or warrants to purchase
equity  securities  without the consent of the other,  except in the case of Key
for  issuances  pursuant  to the Key 1995 Stock  Option  Plan,  the Key  Outside
Directors  Stock  Option Plan and the warrant to purchase  75,000  shares of Key
Common Stock issued to CIT in connection with the New Indebtedness.

         The holders of  WellTech  Common  Stock will  receive an  aggregate  of
4,929,962  shares  of Key  Common  Stock and New Key  Warrants  to  purchase  an
aggregate  of  750,000  shares of Key  Common  Stock at $6.75 per  share.  For a
description of the rights and  preferences,  if any, of the Key Common Stock and
the New Key Warrants,  see "Description of Key Common Stock" and "Description of
the New Key Warrants" below.

         A  description  of the method of delivery of shares of Key Common Stock
and New Key  Warrants to be issued in the Merger will be  furnished,  along with
the appropriate transmittal forms,
prior  to  or  immediately  following  consummation  of  the  Merger.   WellTech
stockholders  should not send in their  certificates until they receive a letter
of transmittal.

         Articles of Incorporation and By-Laws;  Directors. The Merger Agreement
provides  that the Key  Articles,  as proposed to be amended and restated by the
Key Charter Amendment,  and the Key By-Laws, each as in effect immediately prior
to the Effective Time, will be the Articles of Incorporation  and By-Laws of the
surviving  corporation.  In  addition,  subject  to  the  approval  of  the  Key
stockholders at the Key Special Meeting,  the directors of Key immediately prior
to the Effective Time, except Mr. Edwards,  who will resign immediately prior to
the Effective Time, and Messrs.  Collins and Marcum will be the directors of the
surviving corporation and the officers of Key immediately prior to the Effective
Time will be the officers of the  surviving  corporation.  In addition,  certain
officers of WellTech  will become  officers of Key. From and after the Effective
Time, the Merger will have all the effects provided by applicable law.


         Fairness Opinion.  Simmons rendered to the Key Board its opinion to the
effect that as of November 18, 1995, the Merger was fair, from a financial point
of view, to the stockholders of Key.

         In  conducting  its  analysis  and  arriving  at its  opinion,  Simmons
considered such financial and other factors as it deemed  appropriate  under the
circumstances  including,  among others,  the following:  (i) the historical and
current  financial  position and results of Key and WellTech;  (ii) the business
prospects of Key and WellTech; (iii) estimates of pro forma combination benefits
pursuant to the Merger  prepared by Key and WellTech,  (iv) the  historical  and
current  market for Key Common  Stock and for the equity  securities  of certain
other companies believed to be comparable to Key or WellTech; (v) the respective
contributions in terms or various financial  measures of Key and WellTech to the
combined  company,  and  the  relative  ownership  of  Key  after  the  proposed
transaction  by the  current  holders of Key Common  Stock and  WellTech  Common
Stock;  (vi) the pro forma  effect of the  transaction  on Key's  capitalization
ratios,  earnings  per share and cash flow per  share;  and (vii) the nature and
terms of certain  other  acquisition  transactions  that Simmons  believed to be
relevant.  Simmons  has also  taken  into  account  its  assessment  of  general
economic,  market and financial conditions and its experience in connection with
similar  transactions  and securities'  valuation  generally.  Simmons'  opinion

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