The Board of Directors of Key recommends that stockholders of Key vote
FOR each of the Key Proposals.
At the effective time of the Merger (the "Effective Time"), the shares
of Key Common Stock issued in connection with the Merger and the shares issuable
upon exercise of the New Key Warrants will be listed for trading on the American
Stock Exchange upon official notice of issuance.
All information contained in this Proxy Statement--Prospectus relating
to Key and its subsidiaries has been supplied by Key, and all information
contained in this Proxy Statement--Prospectus relating to WellTech and its
subsidiaries has been supplied by WellTech. The pro forma financial information
contained herein relating to Key has been prepared by Key and includes
historical financial information regarding WellTech that was supplied to Key by
This Proxy Statement--Prospectus and the accompanying form of proxy are
first being mailed to stockholders of Key on or about March 13, 1996.
No person is authorized to give any information or to make any
representation with respect to the matters described in this Proxy
Statement--Prospectus other than those contained herein, in connection with the
solicitation of proxies or the offering of securities made hereby and, if given
or made, such information or representations must not be relied upon as having
been authorized by Key. This Proxy Statement--Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities, or the
solicitation of a proxy, in any jurisdiction to or from any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Proxy Statement--Prospectus nor any distribution of securities
made hereunder will, under any circumstances, create any implication that there
has been no change in the affairs of Key since the date of this Proxy
Statement--Prospectus or that information herein is correct as of any time
subsequent to its date.