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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: September 25, 1997
KEY ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Maryland 1-8038 04-2648081
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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TWO TOWER CENTER, TENTH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(Address of Principal Executive Offices)
908/247-4822
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On September 25, 1997, Key Energy Group, Inc. (the "Company")
completed a private placement pursuant to Rule 144A of $200 million of
convertible subordinated notes (the "Notes"). The Notes bear interest at 5%
and are convertible into shares of common stock, par value $.10 per share (the
"Common Stock") of the Company at a conversion price of $38.50 per share. The
net proceeds of the offering will be used to pay down the Company's current
senior indebtedness. See the recent press release attached hereto as Exhibit
99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 - Press Release dated September 25, 1997.
SIGNATURE
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.
Date: October 2, 1997 KEY ENERGY GROUP, INC.
By: /s/ Francis D. John
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Francis D. John, President
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release dated September 25, 1997.
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EXHIBIT 99.1
KEY ENERGY GROUP, INC.
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NEWS RELEASE
FOR IMMEDIATE RELEASE: CONTACT: JIM DEAN
THURSDAY, SEPTEMBER 25, 1997 (908) 247-4822
KEY ENERGY COMPLETES $200.0 MILLION PRIVATE OFFERING OF
CONVERTIBLE SUBORDINATED NOTES
EAST BRUNSWICK, N.J., Sept. 25, 1997 - Key Energy Group, Inc. (ASE:KEG)
announced today that it has completed the previously announced placement of
$200.0 million of convertible subordinated notes in a private offering under
Rule 144A. In addition, the amount sold included a $20.0 million over-allotment
granted by the company to the initial purchasers.
The initial purchasers of the notes in the offering were Lehman Brothers Inc.
and McMahan Securities Co. L.P. The convertible notes bear interest at a 5%
coupon rate and are convertible into shares of the company's common stock based
upon a conversion price of $38.50. The net proceeds of the offering will be
used to pay down the company's senior indebtedness.
Francis D. John, Chairman and Chief Executive Officer, stated, "We are
extremely pleased with the success of the offering and believe it positions the
company well to continue to build shareholder value by: (1) substantially
reducing borrowing costs due to the attractive coupon rate of the notes; (ii)
creating primary and fully-diluted earnings per share accretion based on the
terms of the notes; and (iii) strengthening the company's balance sheet and
thereby allowing for additional borrowing capacity." Mr. John added, "The
success of the offering allows the company to expeditiously pursue its strategy
of growth through acquisitions and also allows for significantly more
attractive financing terms going forward."
The placement was a private offering that was not registered under the
Securities Act, and offers and resales can be made only pursuant to
registration or an exemption therefrom.
Key Energy Group, Inc. is a holding company with diversified energy operations
including well servicing/workover services, contract drilling and oil and
natural gas production. The company has operations in most major domestic
onshore producing regions and in Argentina.
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TWO TOWER CENTER, 10TH FLOOR, EAST BRUNSWICK, NJ 08816 TELEPHONE (908) 247-4822
FAX: (908) 247-5148
