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):
September 17, 1996; (August 4, 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.)
Two Tower Center, Tenth Floor
East Brunswick, New Jersey 08816
(Address of principal executive offices, including zip code)
(908) 247-4822
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
As of August 4, 1996, the interest rate on Key Energy Group, Inc.
("Key") Convertible Subordinated Debenture due 2003 (the "Debenture") increased
fifty (50) basis points to 7.50% as set forth in Section 1 of the Debenture.
For more information about the interest rate increase, see Key's Notice
to Securityholders, dated September 16, 1996, which is attached herewith as
Exhibit 99 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99 - Notice to Securityholders, dated September 16, 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: September 17, 1996
-3-
<PAGE>
EXHIBIT INDEX
Number Description Page Number
------ ----------- -----------
99 Notice to Securityholders, dated 4
September 16, 1996
-4-
Exhibit 99
KEY ENERGY GROUP, INC.
TWO TOWER CENTER
TENTH FLOOR
EAST BRUNSWICK, NY 08816
Telephone (908) 247-4822
Fax (908) 247-5148
September 16, 1996
BY FACSIMILE AND FEDERAL EXPRESS
Key Energy Group, Inc. Debentureholders
c/o American Stock Transfer and Trust Company
40 Wall Street, 46th Floor
New York, NY 10005
Attention: Executive Vice President
Copy to:
American Stock Transfer and Trust Company
6201 15th Avenue, 3rd Floor
Brooklyn, NY 11219
Attention: Herbert J. Lemmer
RE: Indenture (the "Indenture") dated as of July 3, 1996, among, inter alia,
Key Energy Group, Inc. (the "Company") and American Stock Transfer &
Trust Company (the "Trustee")
Ladies and Gentlemen:
Under the terms of the Indenture, the Company had an obligation to
obtain the guarantee of the Company's Argentine joint venture subsidiary,
Servicios WellTech, S.A., in which the Company owns a 63% interest. If the
Company was unable to secure the guarantee by August 4, 1996, the Company agreed
to automatically increase the interest rate of Convertible Subordinated
Debentures Due 2003 (the "Debentures") to 7.5% per annum until such time that
the guarantee can be obtained.
After comprehensive discussions with its Argentine joint venture
partners, the Company has concluded that it is in the best economic interest of
the Company not to obtain the subsidiary guarantee, and therefore, the Company
has increased the interest rate of the Debentures effective August 4, 1996, to
7.5% per annum.
<PAGE>
The Company is currently reviewing several business and economic
alternatives pertaining to our 63% joint interest in Servicios WellTech, S.A. It
is the Company's belief that issuance of the Servicios WellTech, S.A. guarantee
to the debentureholders would negatively impact the Company's ability to achieve
the maximum financial benefit for the Company, its debentureholders and its
shareholders.
Again, this letter serves to give notice that the interest rate on the
Debentures has increased, effective August 4, 1996, to 7.5% per annum.
If you have any questions or need further clarification, please contact
the Trustee or the Company.
KEY ENERGY GROUP, INC.
/s/ Francis D. John
Francis D. John
Chairman & CEO
cc: The Depositary Trust Company
