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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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necessarily is based upon  conditions as they exist and can be evaluated on, and
on the information made available at, the date of such opinion.  Simmons did not
express  any  opinion  as to the price or range or prices at which the shares of
Key Common Stock will trade subsequent to the consummation of the Merger.

         In connection with its fairness opinion, Simmons performed a variety of
financial  analysis  with  respect to Key and  WellTech,  including  a review of
certain publicly available financial,  operating and stock market information as
of November  17, 1995 for Key,  WellTech and certain  publicly-traded  companies
that Simmons  considers  to be  comparable  to Key or  WellTech,  an analyses of
selected comparable  transactions,  an analysis of the relative contributions of
Key and  WellTech  to, among other  things,  the  combined pro forma  historical
revenues,  net income,  cash flow, total assets,  total book  capitalization and
book equity values,  and various  discounted cash flow calculations of WellTech.
See "Certain Considerations Relating to the Transaction."


         Effective  Time of Merger.  The Merger will become  effective  upon the
filing of a  certificate  of merger with the  Secretary of State of the State of
Delaware and articles of merger with the  Department of Assessment  and Taxation
of the State of Maryland in  accordance  with  applicable  law, or at such later
date as the certificate of merger and articles of merger may specify.

Conditions Precedent

         Conditions  to the  Obligations  of Key and  WellTech.  The  respective
obligations of WellTech and Key to consummate the  transactions  contemplated by
the Merger Agreement are subject to the requirements that:

         o The Merger shall have been  approved and adopted by the  stockholders
of Key and WellTech;

         o No  Legal  Action  shall  be  pending  before  or  threatened  by any
Authority seeking to restrain,  prohibit,  make illegal or delay materially,  or
seeking  material  damages or to impose any Adverse (i.e., a "material"  loss of
benefits)  conditions in connection  with, the  consummation  of the Merger,  or
which is likely to have an Adverse Effect on Key and its subsidiaries taken as a
whole assuming consummation of the Merger;

         o All authorizations,  consents,  waivers, orders or approvals required
to  be  obtained,  and  all  filings,  submissions,  registrations,  notices  or
declarations  required to be made by Key and WellTech prior to the  consummation
of the Merger  shall  have been  obtained  from,  and made  with,  all  required
authorities,   except  for  such  authorizations,   consents,  waivers,  orders,
approvals, filings, registrations, notices or declarations the failure to obtain
or make would not, assuming  consummation of the Merger,  have an Adverse Effect
on Key and its subsidiaries taken as a whole;


         o Key and one or more banks or other financial  institutions shall have
entered  into  credit  facilities  substantially  on the  terms  and  conditions
described  in this Proxy  Statement--  Prospectus,  all  documents  required  in
connection  therewith  shall have been executed and delivered,  and the closings

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