THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON APRIL 9, 1996
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Filed under CIK # 0001011849
Under the Securities Exchange Act of 1934
(Amendment NO._________________)
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, Suite #20-F, Key Biscayne, FL 33149
(305) 361-3189
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 28, 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-1(b)(3) or (4) check
the following box
Check the following box if a fee is being paid with the statements X.
(A fee is not required only if the reporting person; (1) has a previous
statement of file reporting beneficial ownership of more that 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 13d-7.)
SCHEDULE 13D
CUSIP NO. 492914106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neptune Partners - 1989A, L.P.
13-3542921
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) XX
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
261,347
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
261,347
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,347
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON*
PN
* Merger converted Stock of merged company into Issuer's stock and warrants.
SCHEDULE 13D
CUSIP NO. 492914106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neptune 1989 Investors Limited
98-0124858
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) XX
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
171,135
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
171,135
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,135
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
CO
* Merger converted Stock of merged company into Issuer's stock and warrants.
SCHEDULE 13D
CUSIP NO. 492914106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neptune 1989C Offshore Investors Limited
98-0124860
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) XX
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
183,261
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
183,261
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,261
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
14 TYPE OF REPORTING PERSON*
CO
* Merger converted Stock of merged company into Issuer's stock and warrants.
SCHEDULE 13D
CUSIP NO. 492914106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Francisco A. Garcia
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) XX
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
615,743
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
615,743
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,743
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
IN
* Merger converted Stock of merged company into Issuer's stock and warrants.
SCHEDULE 13D
CUSIP NO. 492914106
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Torrey Reade
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)
(b) XX
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
615,743
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
615,743
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,743
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
14 TYPE OF REPORTING PERSON*
IN
* Merger converted Stock of merged company into Issuer's stock and warrants.
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 ("Neptune A"); (ii) Neptune 1989 Investors Limited, a British
Virgin Islands company ("Neptune B"); (iii) Neptune 1989C Offshore
Investors Limited, a British Virgin Islands company ("Neptune C"), and,
Entities"); and (iv) Francisco A. Garcia ("Garcia") and A. Torrey Reade
("Reade") who share voting and investment power with respect to the
securities held by the Neptune Entities. Such filing persons
are sometimes referred to herein as the "Filing Persons."
This Schedule 13D is being filed as a result of the consummation of the
merger of WellTech, Inc. ("WellTech") with and into the Issuer defined in
Item 1 below, pursuant to which the Neptune Entities' investments in
WellTech shares were converted into shares of Key Stock, as defined in
Item 1 hereof, and five-year warrants to purchase Key Stock at $6.75 per
share, subject to certain anti-dilution adjustments ("Key Warrants").
Item 1. Security and Issuer
This statement relates to the Common Stock, $.10 par value ("Key Stock"),
of Key Energy, Inc. (the "Issuer"). The Issuer's principal executive
offices are located at 255 Livingston Avenue, New Brunswick, New Jersey
08901.
Item 2. Identity and Background
Each Filing Person had determined to file this statement jointly with the
other Filing Persons, but each Filing Person disclaims that it has any
beneficial interest in the Key Stock (and Key Warrants) owned by such
other Filing Persons. Each of the Neptune Entities is an investment
vehicle in liquidation managed by Garcia and Reade or an entity under the
joint control of Garcia and Reade. In addition, Neptune B and Neptune C
have a common Liquidator. As a result of their common investment
management, the Filing Persons may, when appropriate, coordinate their
activities in holding, voting or disposing of the Key Stock and/or
Key Warrants; however, the Filing Persons have not agreed to such
coordination and reserve the right to act independently.
Following are the (a) name, business address, principal business and place
of organization of each Neptune Entity and of each general partner,
liquidator or other controlling person of such Neptune Entity which is not
a natural person; and (b) the name, business address, present principal
occupation and citizenship of each of Garcia and Reade as the controlling
persons of each Neptune Entity who are natural person:
1. Neptune Partners-1989 Investors Limited
c/o Nereid, Inc.
723 Harmersville-Canton Road
Salem, New Jersey 08079
Neptune A is a limited partnership organized under the laws of the State
of Delaware to invest in securities and private obligations, which is
currently in its liquidation phase. It is filing on behalf of itself
and as agent for certain former limited partners who have withdrawn from
Neptune A, but whose liquidating interests remain under common investment
management and who are entitled to Key Stock and Key Warrants as a result
of their investment in Neptune A. Neptune A's general partner is Neptune
Management Partners, L.P. ("NMP"), a Deleware limited partnership having
the same address as Neptune A, which is engaged in investment management.
Neptune Management Company, Inc. ("NMC"), a Florida corporation engaged
in investment management having its address at 881 Ocean Drive, Suite
#20-F, Key Biscayne, Florida 33149, is the sole general partner of NMP.
Garcia, having the same business address as NMC, is the Chairman of the
Board of NMC, and Reade, having as her Business address 727
Harmersville-Canton Road, Salem, New Jersey 08079, is the President of NMC.
Reade and Garcia are the sole shareholders, directors and officers of NMC
and thier activities in that company and other investment management activities
conducted directly by Garcia or Reade or through companies
wholly-owned by Garcia or Reade, as the case may be, constitute their
principal occupations.
2. Neptune 1989 Investors Limited
c/o CITCO, CITCO Building
Wickhams Cay
Post Office Box 662
Road Town, Tortola
British Virgin Islands
Neptune B is a British Virgin Island International Business Company engaged
in investing in securities and private obligations, which is currently in
its liquidation phase. Neptune B's Liquidator is BVI Corporation Company
Limited ("BCCL"), a British Virgin Islands Company having the same address
as Neptune B, which is engaged in the administration of companies in the
British Virgin Islands. As successors to Neptune B's original investment
manager, Garcia and Reade control the management of Neptune B's investments.
3. Neptune 1989C Offshore Investors Limited
c/o CITCO, CITCO Building
Wickhams Cay
Post Office Box 662
Road Town, Tortola
British Virgin Islands.
Neptune C is a British Virgin Islands International Business Company
engaged in investing in securities and private obligations, which is
currently in its liquidation phase. Neptune C's Liquidator is BCCL and
its investment manage is NMP.
Garcia and Reade, by virtue of the relationships described above, may be
deemed to be controlling persons of Neptune B and NMP and hence also share
the power to vote and dispose of the Key Stock beneficially owned by (i)
Neptune B and (ii) Neptune A and Neptune C, as entities managed by NMP.
Garcia and Reade have received, and may in the future receive, fees (some
of which are based on investment profits), directly or indirectly through
entities like NMP, from the Neptune Entities. Garcia and Reade do
not directly hold Key Stock.
During the past five years, none of the Filing Persons named in this
Item 2 have been convicted in a criminal proceeding. During the past
five years, none of such person has been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds and Other Consideration.
The Neptune Entities acquired the Key Stock and the Key Warrants described
in Item 5 hereof principally as the result of the merger of WellTech with
and into the Issuer (the "Merger"), pursuant to which shares of WellTech
common stock held by the Neptune Entities were converted into Key Stock and
Key Warrants. The Merger was consummated on March 28, 1996, pursuant to an
Agreement and Plan of Merger dated November 18, 1995. In addition, as of
the date of the Merger, Garcia contributed to the Neptune Entities certain
shares of Key Stock which Welltech had distributed to him prior to the
Merger as director compensation. The sources of the Neptune Entities'
investment in WellTech were the general funds of such entities.
Item 4. Purpose of Transaction
The Key Stock and Key Warrants owned by the Neptune Entities have been
acquired principally as a result of the Merger and, to a minor extent, as
a result of Garcia's contribution described in Items 3 and 5 hereof. The
Neptune Entities may, from time to time, sell some or all of the shares of
Key Stock, or some or all of the Key warrants, held by them in the open
market, in private transactions or underwritten offerings, or hold shares
of Key Stock or Key Warrants as part of their investment portfolios.
The Neptune Entities intend to review their investments in the Issuer
periodically and, depending on their assessment of relevent factors
(including general economic and market conditions; matters relating to the
Issuer's business prospects, financial condition and the market for its
securities; and the objectives of the Neptune Entities) may determine from
time to time to dispose of any or all of the shares of Key Stock or
any or all of the Key Warrants.
Except as described above, none of the Neptune Entities has any present
plans or proposals which relate to or would result in any of the
transactions or events described in subparagraphs (a) through (j) of this
Item.
Item 5. Interest in Securities of the Issuer
The table below shows the aggregate number of shares of Key Stock and
the percentage of Key Stock beneficially owned by each Neptune Entity as
of March 28, 1996:
Number of Shares
Neptune of Key Stock Percentage of
Entity Beneficially Owned (1) Key Stock (2)
Neptune A 261,347 2.5%
Neptune B 171,135 1.6%
Neptune C 183,261 1.8%
(1) Includes the following shares issuable upon the exercise of Key Warrants
by the Neptune Entities: Neptune A--33,679; Neptune B--22,053; and Neptune
C--23,616. Also includes shares of Key Stock distributed to Garcia, as a
director of WellTech, prior to consummation of the Merger, which Garcia has
contributed to the Neptune Entities, as follows: Neptune A--6,288; Neptune
B--4,119; and Neptune C--4,409.
(2) Percentage ownership is calculated on the basis of (i) 10,413,513
outstanding shares of Key Stock after the Merger (as reflected in the
Issuer's Proxy Statement- Prospectus dated March 11, 1996) and (ii) the
Pro Forma exercise of Key Warrants held by each Neptune Entity, with the
resultant number of shares of Key Stock added to both the numerator and the
denominator in making the calculation.
As previously disclosed herein, by virtue of the relationships described in
Item 2 hereof, the Neptune Entities may be deemed to be members of a group,
although each such person disclaims beneficial ownership of the shares of
Key Stock owned beneficially by the other Neptune Entities. By virtue of
such relationships, Garcia and Reade may be deemed to share power to direct
the voting of the Key Stock and the disposition of the Key Stock and Key
Warrants beneficially owned by the Neptune Entities.
Other than as disclosed in this Schedule 13D, there have been no
transactions in the shares of Key Stock effected by or on behalf of the
Filing Persons or any of the persons referred to in Item 2 of this
statement within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such
persons and any other person with respect to any securities of the Issuer.
Item 2 describes investment management relationships, which relate to
investments in general and not to securities of the Issuer specifically,
between each of the Neptune Entities and Garcia and Reade, or entities
controlled by Garcia and Reade, as described therein.
Item 7. Material to Be Filed as Exhibits.
Exhibits 1. Joint Filing Agreement, dated as of April 8, 1996, among
Neptune A, Neptune B, Neptune C, Garcia and Reade.
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
April 8, 1996 NEPTUNE PARTNERS-1989A, L.P.
By its general partner, Neptune
Management Partners, L.P.
By its general partner, Neptune
Management Company, Inc.
By /s:Francisco A. Garcia
Chairman of the Board
NEPTUNE 1989 INVESTORS LIMITED
By its investment manager
/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.
By/s: Francisco A. Garcia
Francisco A. Garcia
/s: Francisco A. Garcia
Francisco A. Garcia
/s: A. Torrey Reade
A. Torrey Reade
Exhibit 1
JOINT FILING AGREEMENT FOR SCHEDULE 13D
The Undersigned acknowledge and agree that the foregoing 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.
Dated: April 8, 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
Chairman of the Board
NEPTUNE 1989 INVESTORS LIMITED
By its investment manager
s/s: Francisco A. Garcia
NEPTUNE 1989 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
Chairman of the Board
s/s: Francisco A. Garcia
Francisco A. Garcia
s/s: A. Torrey Reade
A. Torrey Reade
