UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
KEY ENERGY GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE
(Title of Class of Securities)
492914106
(CUSIP Number)
Francisco A. Garcia, Neptune Management Company, Inc.
881 Ocean Drive, Ste. #20-F, Key Biscayne, FL 33149 (305)361-3189
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 15, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-l(b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with the statement .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule l3d-7.)
This filing is being made jointly on behalf of (i) Neptune Partners-1989A,
L.P., a limited partnership organized under the laws of the State of
Delaware; (ii) Neptune 1989 Investors Limited, a British Virgin Islands
company; (iii) Neptune 1989C Offshore Investors Limited, a British Virgin
Islands company (the entities described in (i), (ii) and (iii) above are
collectively referred to herein as the "Neptune Entities"); and (iv)
Francisco A. Garcia and A. Torrey Reade who share voting and investment power
the Neptune Entities. Such filing persons are sometimes referred to herein
as the "Filing Persons." This filing constitutes Amendment No. 1 to an
initial statement (the "Initial Statement") on Schedule 13D dated April 8,
1996 filed on behalf of the Filing Persons. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to them
in the Initial Statement. This Amendment No. 1 to the Initial Statement is
being filed in connection with the execution and delivery by the
Rights Agreement referred to in Item 6 below
("Registration Rights Agreement").
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
In connection with the Merger, each of the Neptune Entities has entered
into Amendment No. 1 to the Registration Rights Agreement, dated as of
March 28, 1996, among the Issuer and certain holders of Key Stock,
pursuant to which Amendment No. 1 the Neptune Entities and certain other
signatories thereto have become parties to the Registration Rights Agreement.
The Neptune Entities executed said Amendment No. 1 as of May 15, 1996.
Pursuant to the Registration Rights Agreement, as amended, the Issuer has
registered under the
Securities Act of 1933 the Key Stock, Key Warrants and Key Stock issuable
upon the exercise of Key Warrants, in each case owned by the Neptune
Entities and such other persons parties to the Registration Rights Agreement.
Item 7. Material to Be Filed as Exhibits.
(1) Joint Filing Agreement, dated as of May 30, 1996, among the Filing
Persons.
(2) Form of Registration Rights Agreement, dated as of March 28, 1996,
between the Issuer and certain holders of Key Stock, incorporated by
reference to Exhibit 4.3 to the Issuer's Report on Form 10-Q for the
quarter ended March 31, 1996.
(3) Form of Amendment No. 1 to Registration Rights Agreement, executed by
the Neptune Entities as of May 15, 1996.
SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.
May 31, 1996 NEPTUNE PARTNERS-1989A, L.P.
By its general partner, Neptune Management Partners, L.P.
By its general partner, Neptune Management Company, Inc.
Bys/s:Francisco A. Garcia Francisco A. Garcia
Chairman of the Board
NEPTUNE 1989 INVESTORS LIMITED
By its investment manager
s/s:Francisco A. Garcia
Francisco A. Garcia
NEPTUNE 1989C OFFSHORE
INVESTORS LIMITED
By its investment manager, Neptune Management Partners, L.P.
By its general partner, Neptune Management Company, Inc.
Bys/s:Francisco A. Garcia Francisco A. Garcia
Chairman of the Board
s/s:Francisco A. Garcia
Francisco A. Garcia
s/s:A. Torrey Reade A. Torrey Reade
Exhibit 1
JOINT FILING AGREEMENT FOR SCHEDULE 13D AMENDMENT
The undersigned acknowledge and agree that the foregoing Amendment No. 1
to Schedule 13D with respect to the Common Stock, par value $.10 per share,
of Key Energy Group, Inc. shall be filed on behalf of each of them and
contains the information with respect to each such person (and for which
each such person shall be responsible) which would be contained if each
such person were filing singly.
May 31, 1996 NEPTUNE PARTNERS-1989A, L.P.
By its general partner, Neptune Management Partners, L.P.
By its general partner, Neptune Management Company, Inc.
Bys/s:Francisco A. Garcia
Francisco A. Garcia
Chairman of the Board
NEPTUNE 1989 INVESTORS LIMITED
By its investment manager
s/s:Francisco A. Garcia
Francisco A. Garcia
NEPTUNE 1989C OFFSHORE INVESTORS LIMITED
By its investment manager, Neptune Management Partners, L.P.
By its general partner, Neptune Management Company, Inc.
Bys/s:Francisco A. Garcia Francisco A. Garcia
Chairman of the Board
s/s:Francisco A. Garcia
Francisco A. Garcia
s/s:A. Torrey Reade A. Torrey Reade
EXHIBIT 3
AMENDMENT NO. 1
to
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 dated April 1996 to REGISTRATION RIGHTS AGREEMENT dated
as of March 28, 1996 (the "Agreement") by and among Key Energy Group, Inc.,
a Maryland corporation ("Key"), and each of the other persons executing a
signature page hereto (the "Holders").
WITNESSETH:
WHEREAS, capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement; and
WHEREAS, the parties hereto have determined that it is necessary and
advisable and in their mutual best interests to amend certain provisions
of the Agreement.
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereby
agree to amend the Agreement as follows:
1. The definition of "Common Shares" in Section 1 of the Agreement is
amended by substituting "4,560,463" for "3,697,495" in the first line
thereof.
2. The definition of "Warrants" in Section 1 of the Agreement is amended
by substituting "569,642" for "469,551" in the first line thereof.
3. The persons executing this Agreement as New Holders on the signature
pages hereto shall become parties to the Agreement as of the date
hereof and shall be deemed to be Holders for all purposes of the
Agreement.
4. Except as specifically amended hereby, the Agreement is hereby
ratified and affirmed in its entirety.
IN WITNESS WHEREOF, Key and the other parties hereto have caused this
Amendment No. 1 to Registration Rights Agreement to be executed as of
the date first written above by their respective officers thereunto duly
authorized.
KEY ENERGY GROUP, INC.
By: Name: Francis D. John
Title: President
NEW HOLDERS:
W. Philip Marcum
Kevin P. Collins
Douglas B. Thompson
George Konomos
NEPTUNE 1989C OFFSHORE
INVESTORS LIMITED
By:
Name: Francisco A. Garcia
Title: Rep. of Inv. Mgr.
NEPTUNE PARTNERS-1989A,L.P.
By: Name: Francisco A. Garcia
Title: Rep. of G.P.
NEPTUNE 1989 INVESTORS
LIMITED
By: Name: Francisco A. Garcia
Title: Rep. of Inv. Mgr.
CUDD & CO.
By: Name:
Title:
ORIGINAL HOLDERS:
[signature pages attached]
