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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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         Commission Filings.  The Merger Agreement provides that, as promptly as
practicable  after the date thereof,  WellTech and Key will prepare and file any
filings  required to be filed by each under the Securities Act, the Exchange Act
or any other federal or state laws relating to the transactions  contemplated by
the Merger  Agreement and will use their best efforts to respond to any comments
of the  Commission  or any other  appropriate  government  official with respect
thereto. In addition,  WellTech and Key have agreed to cooperate with each other
and provide to each other all  information  necessary  in order to prepare  such
filings,   including  this  Proxy   Statement--Prospectus,   Key's  Registration
Statement  as to which  this  Proxy  Statement--Prospectus  forms a part and the
Shelf Registration Statement of Key under the Securities Act.


   
         Registration  Rights.  Simultaneously  with the execution of the Merger
Agreement,  Key  agreed to enter into an  agreement  (the  "Registration  Rights
Agreement")  pursuant  to which it agreed  with those  stockholders  of WellTech
which are parties  thereto  that all shares of Key Common  Stock and the New Key
Warrants  (together  with the shares of Key Common Stock  issuable upon exercise
thereof) to be issued pursuant to the Merger to such WellTech stockholders shall
be registered  under the  Securities Act for resale by such  stockholders.  This
Prospectus  has been prepared for use by such  stockholders  of WellTech for the
resale of the Key Common Stock and Warrants.  See "Resales of  Securities."  The
Registration  Rights Agreement requires Key to keep such registration  statement
effective  for a period of three  years.  The  WellTech  stockholders  agreed to
certain  so-called  "standback"  provisions  and to refrain from selling  during
certain periods, which provisions are designed to facilitate underwritten public
offerings  by Key  of  its  equity  securities.  Key  will  also  file  a  shelf
registration  statement to become  effective on the effective date of the Merger
to enable  certain  exisiting  Key  stockholders  to resell  their shares of Key
Common  Stock and to enable  Key's  senior  lender to sell the Key Common  Stock
issuable  upon  exercise  of  its  Key  warrant.  Effectiveness  of  such  shelf
registration statement is a condition of WellTech's obligation to consummate the
Merger.
    


         Acquisition Proposals.  The Merger Agreement prohibits each of WellTech
and Key and their respective subsidiaries,  officers, directors, representatives
and agents from,  directly or indirectly,  knowingly  soliciting,  initiating or
participating  in any way in proposals,  discussions  or  negotiations  with, or
knowingly providing any confidential  information to, any person (other than the
other or any affiliate or associate of the other and their respective directors,
officers,  employees,  representatives  and agents)  which  constitutes,  or may
reasonably  be  expected  to lead to, a  proposal  to seek or  effect  any Other
Transaction (as defined below).  However,  each of WellTech's and Key's Board of
Directors may make such  disclosure to WellTech's or Key's  stockholders  as, in
the judgment of WellTech's or Key's Board of Directors  with the written  advice
of outside counsel, may be required under applicable law.

         Each party has agreed to notify the other promptly if any such proposal
or inquiry is received by, any such  information is requested  from, or any such
negotiations or discussions are sought to be initiated with, either party and to
furnish  the  other  with a copy  of  any  proposal  that  relates  to an  Other
Transaction.  An "Other  Transaction"  is a  transaction  or  series of  related
transactions (other than the Merger and the related  transactions)  resulting in

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