<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KEY ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Maryland 04-2648081
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)
Two Tower Center 08816
Tenth Floor (Zip Code)
East Brunswick, N.J.
(Address and Principal Executive Offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing of pursuant to General Instruction A.(c)(1), please check
the following box. |_|
If this Form relates to the registration of a class debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. |X|
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Name of Each Exchange on Which
Each Class is to be Registered
- ---------------------------------------------------- ---------------------------------------------------
- ---------------------------------------------------- ---------------------------------------------------
- ---------------------------------------------------- ---------------------------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class to be so Registered
7% Convertible Subordinated Debentures due 2003
- -------------------------------------------------------------------------------
(Title of Class)
- -------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
The description of the 7% Convertible Subordinated Debentures due 2003
(the "Debentures"), of Key Energy Group, Inc. (the "Company") to be registered
hereunder is set forth under the caption "Description of Debentures" in the
Prospectus included within the Registration Statement of the Company on Form S-3
(No. 333-24497), which description is incorporated herein by reference.
Item 2. Exhibits.
The following is a list of all exhibits required to be filed as part of
this registration statement:
Exhibit No. Exhibit
----------- -------
3.1 Amended and Restated Articles of Incorporation of Key
Energy Group, Inc. (incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement on
Form S-4, Registration No. 333-369).
3.2 Amended and Restated Bylaws of Key Energy Group, Inc.
(incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-4,
Registration No. 333-369).
4.2 Indenture dated as of July 3, 1996, among Key
Energy Group, Inc., Yale E. Key, Inc., WellTech Eastern,
Inc., Odessa Exploration, Inc., Key Energy Drilling, Inc.,
d/b/a Clint Hurt Drilling, Servicios WellTech, S.A., and
American Stock Transfer & Trust Company, as Trustee,
relating to the Company's $52,000,000 7% Convertible
Subordinated Debentures due 2003 (incorporated by reference
to Exhibit 4.2 of the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 1996).
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
KEY ENERGY GROUP, INC.
Date: June 4, 1997 By: /s/ Francis D. John
-------------------------------
Francis D. John
President, Chief Executive
Officer and Chief Financial
Officer
3
