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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(Date of Report): Date of earliest event reported: October 7, 1997
KEY ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
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<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 October 7, 1997, Key Energy Group, Inc. (the "Company") placed an
additional $16.0 million of its 5% convertible subordinated notes ("Notes")
pursuant to an over-allotment option exercised by the initial purchasers in the
Company's recently completed Rule 144A private placement offering. The
exercise of the over-allotment brings the total amount of Notes placed to $216
million. The net proceeds of the offering, which totaled approximately $210
million, were used to reduce the Company's 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 October 8, 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 9, 1997 KEY ENERGY GROUP, INC.
By: /s/ Francis D. John
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Francis D. John, President
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INDEX TO EXHIBITS
INDEX
NUMBER DESCRIPTION
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99.1 Press Release dated October 8, 1997.
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EXHIBIT 99.1
KEY ENERGY GROUP, INC.
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NEWS RELEASE
FOR IMMEDIATE RELEASE: CONTACT: JIM DEAN
WEDNESDAY, OCTOBER 8, 1997 (732) 247-4822
KEY ENERGY ANNOUNCES THE CONVERSION OF $47.4 MILLION OF 7%
CONVERTIBLE DEBENTURES AND FULL EXERCISE OF THE OVER-ALLOTMENT
OPTION IN THE PRIVATE OFFERING OF 5% CONVERTIBLE NOTES
EAST BRUNSWICK, N.J., Oct. 8, 1997 - Key Energy Group, Inc. (ASE:KEG) announced
today that $47.4 million of its 7% convertible subordinated debentures, due
2003, have been converted into 5,062,369 shares of its common stock. Following
the conversion, a principal amount of $4.6 million in debentures remains
outstanding. In addition, Key Energy announced that it had planned an
additional $16.0 million of its 5% convertible subordinated notes in a private
offering under Rule 144A pursuant to an over-allotment option granted by Key
Energy to the initial purchasers bringing the total amount placed to $216.0
million. The net proceeds from the placement of the notes, of approximately
$210 million, were used to reduce the company's senior indebtedness which
currently bears interest in excess of 8.0% on average.
Francis D. John, Chairman and Chief Executive Officer, stated, "The conversion
of the debentures into common stock has several positive effects for us,
including a significant reduction in our indebtedness and leverage ratios, a
reduction in borrowing costs going forward and an increase in the trading
liquidity or float of our common stock." Mr. John added, "The conversion of the
7% debentures produced essentially no dilution to the company's fully-diluted
earnings per share due to reduced future borrowing costs. The full exercise of
the over-allotment option in the private offering of the 5% convertible notes
further reduces higher cost senior indebtedness and also increases our
borrowing capacity. As a result of the completion of both transactions, we have
reduced our cost of capital, materially lowered the senior portion of our
indebtedness, and enhanced the financial positioning of the company for future
growth."
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
