KEY ENERGY GROUP INC
8-K, 1996-07-03
DRILLING OIL & GAS WELLS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported): July 3, 1996; (July 3, 1996)

                             KEY ENERGY GROUP, INC.
             (Exact name of registrant as specified in its charter)


         Maryland                     1-8038                  04-2648081
(State or other jurisdiction   (Commission File Number)      IRS Employer
     of incorporation)                                     Identification No.)
                              255 Livingston Avenue
                         New Brunswick, New Jersey 08901
          (Address of principal executive offices, including zip code)






                                 (908) 247-4822
              (Registrant's telephone number, including area code)







                                       -1-

<PAGE>



Item 5.  Other  Events.

     On July 3,  1996  Key  Energy  Group,  Inc.  ("Key")  completed  a  private
placement  offering of Key's convertible  subordinated  debentures (the "Private
Placement").

     For more information about the Private Placement,  see Key's press release,
dated July 3, 1996, which is attached herewith as Exhibit 99 and incorporated by
reference herein.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits

     Exhibit 99 - Press Release, dated July 3, 1996

                                      -2-

<PAGE>



SIGNATURES 

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        KEY   ENERGY   GROUP,   INC.


                                        By: /s/ Francis D. John
                                        Francis D. John,  President



Date: July 3, 1996
                                       -3-

<PAGE>


                                  EXHIBIT INDEX


 Number                       Description                         Page Number
   99               Press Release, dated July 3, 1996                 4

















                                                          

<PAGE>



                                                                      Exhibit 99

                             Key Energy Group, Inc.
                     Completes $52 Million Private Placement
                     of Convertible Subordinated Debentures


         NEW BRUNSWICK,  NJ, July 3,  1996--Key  Energy Group,  Inc.  (AMEX:KEG)
announced today that the Company has completed a $52 million  private  placement
of  Convertible  Subordinated  Debentures.  The  debentures  pay  interest at 7%
annually  and are due July 1, 2003.  The  debentures  are  convertible  into Key
Common Stock at $9.75 at any time after November 1, 1996.

     The proceeds will be used to repay existing bank debt that carries variable
interest  rates in excess of 9.25%.  The balance of the proceeds will be used to
fund  acquisitions  and the expansion of existing  operations.  The offering was
completed by McMahan Securities Co. L.P. of Greenwich,  Connecticut and Rauscher
Pierce Refsnes, Inc. of Houston, Texas.

         Francis  D.  John,  President  and  CEO of  the  Company,  stated  "the
successful placement of this $52 million of debentures  significantly lowers the
Company's annual interest expenses, provides the Company with cash and borrowing
ability to continue its rapid expansion in both its well services  operations as
well as its oil and gas  production  subsidiary."  The  Company  now  intends to
continue its  successful  program of purchasing  smaller well service  companies
and/or assets and consolidating them into Key's existing operations.

         Within the past year the Company  has  increased  its well  service and
workover  rigs from 135 to over 325,  giving Key the third largest fleet of well
service rigs in the United States, and doubled its oil and gas reserves.

         Key Energy Group, Inc. is a diversified energy company involved in well
servicing operations in Oklahoma, Texas, Michigan,  Pennsylvania,  West Virginia
and  Argentina,  as well as drilling and production of crude oil and natural gas
in the Permian Basin of West Texas.


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