<PAGE>
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): June 21, 1999 (June 21, 1999)
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
MARYLAND 1-8038 04-2648081
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
</TABLE>
TWO TOWER CENTER, 20TH 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)
<PAGE>
ITEM 5. OTHER EVENTS
The sole purpose of this Form 8-K is to file the exhibits identified in
Item 7(c) and qualify the trustee under the Trust Indenture Act of 1939, as
amended, in connection with the issuance of the registrant's 14% Senior
Subordinated Notes Due 2009, Series B in exchange for all outstanding 14% Senior
Subordinated Notes Due 2009 issued in a private placement in January 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
None.
(b) PRO FORMA FINANCIAL INFORMATION.
None.
<TABLE>
<CAPTION>
(c) EXHIBITS.
<S> <C>
25.1 - Statement of Eligibility of Trustee, The Bank of New York, on Form T-1
99.1 - Form of Letter of Transmittal
99.2 - Form of Notice of Guaranteed Delivery
</TABLE>
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: June 21, 1999 KEY ENERGY SERVICES, INC.
By: /s/ Francis D. John
-------------------------------------------------
Francis D. John,
Chairman, President and Chief Executive Officer
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Exhibit
<S> <C>
25.1 Statement of Eligibility of Trustee, The Bank of New York, on Form T-1
99.1 Form of Letter of Transmittal
99.2 Form of Notice of Guaranteed Delivery
</TABLE>
<PAGE>
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------
Key Energy Services, Inc.
(Exact name of obligor as specified in its charter)
Maryland 04-2648081
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Table of additional Registrants
-------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
Yale E. Key, Inc. Texas 75-1074929
Key Energy Drilling, Inc. Delaware 22-3363468
WellTech Eastern, Inc. Delaware 38-3283245
Odessa Exploration Incorporated Delaware 06-1377021
Kalkaska Oilfield Services, Inc. Michigan 38-3083604
Well-Co Oil Service, Inc. Nevada 75-2513771
Patrick Well Service, Inc. Kansas 48-0799851
Mosley Well Service, Inc. Louisiana 72-0741713
Ram Oil Well Service, Inc. New Mexico 85-0288625
Rowland Trucking Co., Inc. New Mexico 85-0406689
Landmark Fishing & Rental, Inc. Oklahoma 73-1251811
<PAGE>
Dunbar Well Service, Inc. Colorado 83-0222628
Frontier Well Service, Inc. Wyoming 84-0532131
Key Rocky Mountain, Inc. Delaware 22-3530272
Key Four Corners, Inc. Delaware 22-3530274
Jeter Service Co. Oklahoma 73-1143249
Jeter Well Service, Inc. Oklahoma 73-1290848
Jeter Transportation, Inc. Oklahoma 73-1387484
Industrial Oilfield Supply, Inc. Oklahoma 73-1387482
Brooks Well Servicing, Inc. Delaware 75-2739749
Updike Brothers, Inc. Wyoming 83-0176350
J.W. Gibson Well Service Company Delaware 74-2035372
Key Energy Services - South Texas, Inc. Delaware 22-3594553
Key Energy Services - California, Inc. Delaware 22-3617958
Watson Oilfield Service & Supply, Inc. Delaware 22-3582713
WellTech Mid-Continent, Inc. Delaware 73-1532154
Dawson Production Management, Inc. Delaware 76-0525388
Dawson Production Taylor, Inc. Delaware 52-2045563
Dawson Production Acquisition Corp. Delaware 52-2022906
Dawson Production Partners, L.P. Delaware 76-0525389
Two Tower Center, 20th Floor
East Brunswick, New Jersey 08816
(Address of principal executive offices) (Zip code)
</TABLE>
----------------------
Debt Securities
(Title of the indenture securities)
================================================================================
-2-
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 27th day of May, 1999.
THE BANK OF NEW YORK
By: /s/ ILIANA A. ARCIPRETE
-----------------------------------
Name: ILIANA A. ARCIPRETE
Title: ASSISTANT TREASURER
-4-
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 1999,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...................... $ 4,508,742
Interest-bearing balances............................................... 4,425,071
Securities:
Held-to-maturity securities............................................. 836,304
Available-for-sale securities........................................... 4,047,851
Federal funds sold and Securities purchased under
agreements to resell.................................................... 1,743,269
Loans and lease financing receivables:
Loans and leases, net of unearned income................................ 39,349,679
LESS: Allowance for loan and lease losses............................... 603,025
LESS: Allocated transfer risk reserve................................... 15,906
Loans and leases, net of unearned income,
allowance, and reserve................................................ 38,730,748
Trading Assets............................................................. 1,571,372
Premises and fixed assets (including capitalized leases)................... 685,674
Other real estate owned.................................................... 10,331
Investments in unconsolidated subsidiaries and associated companies........ 182,449
Customers' liability to this bank on acceptances outstanding............... 1,184,822
Intangible assets.......................................................... 1,129,636
Other assets............................................................... 2,632,309
-----------
Total assets............................................................... $61,688,578
===========
LIABILITIES
Deposits:
In domestic offices..................................................... $25,731,036
Noninterest-bearing..................................................... 10,252,589
Interest-bearing........................................................ 15,478,447
In foreign offices, Edge and Agreement subsidiaries, and IBFs........... 18,756,302
Noninterest-bearing..................................................... 111,386
Interest-bearing........................................................ 18,644,916
Federal funds purchased and Securities sold under
agreements to repurchase................................................ 3,276,362
Demand notes issued to the U.S.Treasury.................................... 230,671
Trading liabilities........................................................ 1,554,493
Other borrowed money:
With remaining maturity of one year or less............................. 1,154,502
With remaining maturity of more than one year
through three years................................................... 465
With remaining maturity of more than three years........................ 31,080
Bank's liability on acceptances executed and outstanding................... 1,185,364
Subordinated notes and debentures.......................................... 1,308,000
Other liabilities.......................................................... 2,743,590
-----------
Total liabilities.......................................................... 55,971,865
-----------
EQUITY CAPITAL
Common stock............................................................... 1,135,284
Surplus.................................................................... 764,443
Undivided profits and capital reserves..................................... 3,807,697
Net unrealized holding gains (losses) on
available-for-sale securities........................................... 44,106
Cumulative foreign currency translation adjustments........................ (34,817)
-----------
Total equity capital....................................................... 5,716,713
-----------
Total liabilities and equity capital....................................... $61,688,578
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true to the best of my
knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of
our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and is true and correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
<PAGE>
LETTER OF TRANSMITTAL
KEY ENERGY SERVICES, INC.
OFFER FOR ALL OUTSTANDING
14% SENIOR SUBORDINATED NOTES DUE 2009
IN EXCHANGE FOR
14% SENIOR SUBORDINATED NOTES DUE 2009, SERIES B
PURSUANT TO THE PROSPECTUS DATED JUNE 21, 1999, AS SUPPLEMENTED BY THE
PROSPECTUS SUPPLEMENT, DATED JUNE 21, 1999
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON JULY 19,
1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
DELIVERY TO: THE BANK OF NEW YORK, EXCHANGE AGENT
<TABLE>
<S> <C> <C>
BY HAND/OVERNIGHT DELIVERY: BY REGISTERED OR CERTIFIED BY FACSIMILE:
MAIL:
The Bank of New York The Bank of New York (212) 815-6339
101 Barclay Street 101 Barclay Street, 7E
Corporate Trust Services New York, New York 10286 CONFIRM BY TELEPHONE:
Window Reorganization Section
Ground Level Attn: Gertrude Jeanpierre (212) 815-5920
Reorganization Section
Attn: Gertrude Jeanpierre
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER
OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
The undersigned acknowledges that he or she has received and reviewed the
prospectus, dated June 21, 1999, as supplemented by the Prospectus Supplement
dated June 21, 1999 of Key Energy Services, Inc., a Maryland corporation (the
"Company"), and this Letter of Transmittal (the "Letter"), which together
constitute the Company's offer (the "Exchange Offer") to exchange the issued and
outstanding $150,000,000 of 14% Senior Subordinated Notes Due 2009, of the
Company for a like principal amount of 14% Senior Subordinated Notes Due 2009,
Series B of the Company. Capitalized terms used but not defined herein have the
respective meaning given to them in the Prospectus Supplement.
For each outstanding note accepted for exchange, the holder of such note
will receive a Series B note having a principal amount equal to that of the
surrendered note. The Company reserves the right, at any time or from time to
time, to extend the Exchange Offer at its discretion, in which event the term
"Expiration Date" shall mean the latest time and date to which the Exchange
Offer is extended. The Company shall notify the exchange agent of any extension
by oral or written notice, followed by a public announcement no later than 9:00
a.m., New York City time on the next business day after the previously scheduled
Expiration Date. See "The Exchange Offer--Expiration Date; Extensions;
Amendments" section of the Prospectus Supplement.
Delivery of outstanding notes is to be made by book-entry transfer to an
account maintained by the exchange agent at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in "The Exchange Offer-- Procedures for
Tendering Outstanding Notes" section of the Prospectus Supplement. Holders
tendering notes will acknowledge receipt and agree to be bound by the terms of
the Letter by tendering outstanding notes in accordance with DTC's automated
tender offer program. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY
TO THE EXCHANGE AGENT. Holders of outstanding notes who are unable to deliver
confirmation of the book-entry tender of their outstanding notes into the
exchange agent's account at DTC (a "Book-Entry Confirmation") on or prior to the
Expiration Date, must tender their outstanding notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus Supplement. See Instruction 1.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
<PAGE>
/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Eligible Institution which guaranteed delivery: ____________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND PROSPECTUS SUPPLEMENT AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND COMPLETE THE FOLLOWING:
Name: ______________________________________________________________________
Address: ___________________________________________________________________
_____________________________________
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
outstanding notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the notes tendered
hereby and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents (i) that the Series B notes acquired
pursuant to the Exchange Offer are being obtained in the ordinary course of
business of the person receiving such Series B notes, whether or not such person
is the undersigned, (ii) that neither the holder of such outstanding notes nor
any such other person is engaging in, or intends to engage in, a distribution of
the Series B notes, (iii) that neither the holder of such outstanding notes nor
any such other person has an arrangement or understanding with any person to
participate in the distribution of such Series B notes and (iv) that neither the
holder of such outstanding notes nor any such other person is an "affiliate," as
defined in Rule 405 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on an interpretation by the staff of the Securities and Exchange
Commission (the "SEC"), contained in Exxon Capital Holdings Corporation, SEC
No-Action Letter (available May 13, 1988) (the "Exxon Capital Letter"), Morgan
Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991) (the "Morgan
Stanley Letter") and Shearman & Sterling, SEC No-Action Letter (available July
2, 1993) (the "Shearman & Sterling Letter"), that the Series B notes issued in
exchange for the outstanding notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by any person, other than
restricted holders, without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Series B notes are
acquired in the ordinary course of such holders' business and such holders are
not engaged in and do not intend to engage in the distribution of such Series B
notes. A restricted holder is a broker-dealer that receives Series B notes for
its own account in the Exchange Offer, where the notes tendered were not
acquired as a result of market-making or other trading activities, or an
affiliate of the Company with the meaning of Rule 405 promulgated under the
Securities Act.
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of Series
B notes.
If the undersigned is a broker-dealer that will receive Series B notes for
its own account in exchange for outstanding notes that were acquired as a result
of market-making activities or other trading activities, it acknowledges that it
will deliver the prospectus in connection with any resale of such Series B
notes; however, by so acknowledging and by delivering the prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned acknowledges that if the undersigned is participating in the
Exchange Offer for the purpose of distributing the Series B notes (i) the
undersigned cannot rely on the position of the staff of the SEC in the Exxon
Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter and
similar SEC no-action letters and, in the absence of an exemption therefrom,
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction of the Series B
notes, in which case the registration statement must contain the selling
security holder information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Securities Act, and (ii) a broker-dealer that delivers
such a prospectus to purchasers in connection with such resales will be subject
to certain of the civil liability provisions under the Securities Act.
If the undersigned or the person receiving the Series B notes covered by
this letter is an affiliate (as defined under Rule 405 promulgated under the
Securities Act) of the Company, the undersigned represents to the Company that
the undersigned understands and acknowledges that such Series B notes may not be
offered for resale, resold or otherwise transferred by the undersigned or such
other person without registration under the Securities Act or an exemption
therefrom.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death,
incapacity or dissolution of the undersigned.
<PAGE>
This tender may be withdrawn only in accordance with the procedures set forth in
"The Exchange Offer--Withdrawal Rights" section of the Prospectus Supplement.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus Supplement under the caption "The Exchange Offer--Conditions to the
Exchange Offer." The undersigned recognizes that as a result of these conditions
(which may be waived, in whole or in part, by the Company), as more particularly
set forth in the Prospectus Supplement, the Company may not be required to
exchange any of the notes tendered hereby and, in such event, the outstanding
notes not exchanged will be credited to an account maintained with DTC as
promptly as practicable after the expiration or termination of the Exchange
Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, please credit the holder's account maintained at DTC.
THE UNDERSIGNED, BY COMPLETING A BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S
ACCOUNT VIA DTC'S AUTOMATED TENDER OFFER PROGRAM, WILL BE DEEMED TO HAVE
TENDERED THE OUTSTANDING NOTES AS SET FORTH ABOVE.
- --------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2 AND 3)
To be completed ONLY if outstanding notes
not exchanged and/or Series B notes are to be
credited to the account of someone other than
the person or persons whose signature(s)
appear(s) on this Letter.
Issue: Series B Notes and/or outstanding notes
to:
Name(s) ________________________________________
(PLEASE TYPE OR PRINT)
________________________________________________
(PLEASE TYPE OR PRINT)
Address ________________________________________
________________________________________________
________________________________________________
(ZIP CODE)
________________________________________________
(COMPLETE SUBSTITUTE FORM W-9)
- --------------------------------------------------------------------------------
IMPORTANT: A BOOK-ENTRY CONFIRMATION, OR THE NOTICE OF GUARANTEED DELIVERY MUST
BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE
<PAGE>
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON NEXT PAGE)
DATED: _____________________________________________________________________
<TABLE>
<S> <C>
X
X
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number
</TABLE>
If a holder is tendering any notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on a security position listing
for the outstanding notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, please set
forth full title. See Instruction 2.
Name(s): ___________________________________________________________________
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
Tax Identification or Social Security No.: _________________________________
SIGNATURE GUARANTEE
(IF REQUESTED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution: ___________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
(TITLE)
__________________________________________________________________________
(NAME AND FIRM)
Dated: _____________________________________________________________________
- --------------------------------------------------------------------------------
<PAGE>
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR: KEY ENERGY SERVICES, INC.
<TABLE>
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------
Part 1--PLEASE PROVIDE YOUR TIN IN THE TIN:
BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security Number or
DATING BELOW Employer Identification Number
-------------------------------------------------------------------------
Part 2--TIN Applied For / /
-------------------------------------------------------------------------
SUBSTITUTE CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Form W-9 (1) the number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me);
Department of the (2) I am not subject to backup withholding either because: (a) I am
Treasury exempt from backup withholding, or (b) I have not been notified by the
Internal Revenue Service Internal Revenue Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all interest or
dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding; and
Payor's Request For (3) any other information provided on this form is true and correct.
Taxpayer Identification
Number ("TIN") and
Certification
SIGNATURE............................. DATE . . . . . . . . . . . . . .
-------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified by the IRS that
you are subject to backup withholding because of under reporting of interest or dividends on your
tax return and you have not been notified by the IRS that you are no longer subject to backup
withholding.
-------------------------------------------------------------------------
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administrative Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of the exchange, 31 percent of all reportable payments to me thereafter
will be withheld until I provide the number.
<TABLE>
<S> <C>
Signature Date
</TABLE>
- --------------------------------------------------------------------------------
INSTRUCTIONS
<PAGE>
FORMING PART OF THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER BY KEY ENERGY SERVICES, INC. FOR
ALL OUTSTANDING 14% SENIOR SUBORDINATE NOTES DUE 2009
IN EXCHANGE FOR THE 14% SENIOR SUBORDINATED NOTES DUE 2009, SERIES B
1. DELIVERY OF THIS LETTER; GUARANTEED DELIVERY PROCEDURES
Delivery of outstanding notes is to be made by book-entry transfer to an
account maintained by the exchange agent at DTC pursuant to the procedures set
forth in "The Exchange Offer--Procedures for Tendering Outstanding Notes"
section of the Prospectus Supplement. Holders tendering notes will acknowledge
receipt and agree to be bound by the terms of the Letter by tendering notes via
DTC's automated tender offer program. Book-Entry Confirmation must be received
by the exchange agent on or prior to the Expiration Date, or the tendering
holder must comply with the guaranteed delivery procedures set forth below.
Outstanding notes tendered hereby must be in denominations of principal amount
of maturity of $1,000 and any integral multiple thereof.
Holders who cannot complete the procedure for book-entry transfer on a
timely basis, may tender their notes pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus Supplement. Pursuant to such procedures, (i) the
tender must be made through an Eligible Institution, (ii) prior to the
Expiration Date the exchange agent must receive a properly completed and duly
executed Notice of Guaranteed Delivery via the automated tender offer program,
by which the tendering holder will expressly acknowledge the receipt of, and
agree to be bound by, the Notice of Guaranteed Delivery, including a guarantee
that book-entry confirmation will be received by the exchange agent within five
business days after the Expiration Date, and (iii) book-entry confirmation must
be received by the exchange agent within five business days after the Expiration
Date.
THE METHOD OF DELIVERY OF COMMUNICATIONS AND ANY REQUIRED DOCUMENTS IS AT
THE ELECTION AND RISK OF THE TENDERING HOLDER, AND WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. DELIVERY OF DOCUMENTS TO DTC IN
ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT. IT IS SUGGESTED THAT COMMUNICATIONS AND ANY REQUIRED DOCUMENTS BE
DELIVERED SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT RECEIPT BY
THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE. PERSONS WHO HOLD OUTSTANDING
NOTES THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY, OR NOMINEE AND
WHO WISH TO TENDER THEIR NOTES SHOULD INSTRUCT THAT INSTITUTION TO TENDER.
2. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES
If this Letter is signed by the registered holder of the notes tendered
hereby, the signature must correspond exactly with the name as it appears on the
security position listing for such notes without any change whatsoever.
When this Letter is signed by the registered holder(s) of the notes
specified herein and tendered hereby, separate bond powers are not required. If,
however, the Series B notes are to be issued, or any untendered outstanding
notes are to be reissued, to a person other than the registered holder, then
separate bond powers are required. Signatures on such bond powers must be
guaranteed by an Eligible Institution.
If this Letter or any bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority to so act must be submitted.
SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 2 MUST BE GUARANTEED
BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A
MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A
COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED
STATES OR BY SUCH OTHER ELIGIBLE INSTITUTION WITHIN THE MEANING OF RULE
17(A)(d)-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (COLLECTIVELY
"ELIGIBLE INSTITUTIONS").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE OUTSTANDING NOTES ARE TENDERED: (i) BY A REGISTERED HOLDER OF THE
NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT
IN DTC'S SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER
OF SUCH NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE
INSTRUCTIONS" ON THIS LETTER OR (ii) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
<PAGE>
3. SPECIAL ISSUANCE INSTRUCTIONS
In the case of issuance in a different name, the employer identification or
social security number of the person named must be indicated. Holders tendering
notes by book-entry transfer may request that outstanding notes not exchanged be
credited to such account maintained at DTC as such holder may designate.
4. TAX IDENTIFICATION NUMBER
Federal income tax law may require that a tendering holder whose notes are
accepted for exchange must provide the Company (as payor) with such holder's
correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 above,
which in the case of a tendering holder who is an individual, is his or her
social security number. If the Company is not provided with the current TIN or
an adequate basis for an exemption, such tendering holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, such tendering
holder may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained. Exempt holders of outstanding
notes (including among others, all corporations) are not subject to these backup
withholding requirements.
To prevent backup withholding, each tendering holder of notes should provide
its correct TIN by completing the "Substitute Form W-9" set forth above,
certifying that the TIN provided is correct and as to certain other matters. If
the tendering holder of notes is a nonresident alien or foreign entity not
subject to backup withholding, such holder should provide a completed Form W-8,
Certificate of Foreign Status. These forms may be obtained from the exchange
agent. If the notes are in more than one name or are not in the name of the
actual owner, such holder should consult the instructions on Internal Revenue
Service Form W-9, which may be obtained from the exchange agent, for additional
guidance on which TIN to report. If such holder does not have a TIN, such holder
should apply for a TIN, check the box in Part 2 of the Substitute Form W-9 and
write "applied for" in lieu of its TIN.
5. TRANSFER TAXES
The Company will pay all transfer taxes, if any, applicable to the transfer
of notes in exchange for outstanding notes pursuant to the Exchange Offer. If
however, Series B notes and/or substitute outstanding notes not exchanged are to
be delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the notes tendered hereby, or if tendered
notes are registered in the name of any person other than the person signing
this Letter, or if a transfer tax is imposed for any reason other than the
transfer of outstanding notes to the Company or its order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.
6. WAIVER OF CONDITIONS
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the prospectus.
7. NO CONDITIONAL TENDERS
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of notes, by execution of this Letter, or by
tendering the outstanding notes via DTC's automated tender offer program, as the
case may be, shall waive any right to receive notice of the acceptance of their
notes for exchange.
Neither the Company, the exchange agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of
outstanding notes nor shall any of them incur any liability for failure to give
any such notice.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES
Questions relating to the procedure for tendering, as well as requests for
additional copies of the prospectus, prospectus supplement and this Letter, may
be directed to the exchange agent, at the address and telephone number indicated
above.
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR
KEY ENERGY SERVICES, INC.
14% SENIOR SUBORDINATED NOTES DUE 2009
This form must be used by a holder of 14% Senior Subordinated Notes due
2009 of Key Energy Services, Inc. (the "Company"), who wishes to tender
outstanding notes to the Exchange Agent pursuant to the guaranteed delivery
procedures described in "The Exchange Offer--Guaranteed Delivery Procedures" of
the Prospectus Supplement, dated June 21, 1999 (the "Prospectus Supplement"),
and in Instruction 1 to the related Letter of Transmittal. Any holder who wishes
to tender outstanding notes pursuant to such guaranteed delivery procedures must
ensure that the Exchange Agent receives this notice of Guaranteed Delivery prior
to the Expiration Date of the Exchange Offer. Capitalized terms not defined
herein have the meanings ascribed to them in the Prospectus Supplement or the
Letter of Transmittal.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
JULY 19, 1999 UNLESS EXTENDED (THE "EXPIRATION DATE").
TO: THE BANK OF NEW YORK (THE "EXCHANGE AGENT")
BY REGISTERED OR CERTIFIED MAIL:
The Bank of New York
101 Barclay Street
Corporate Trust Services Window
Ground Level
Reorganization Section
Attn: Gertrude Jeanpierre
BY HAND/OVERNIGHT DELIVERY:
The Bank of New York
101 Barclay Street, 7E
New York, New York 10286
Reorganization Section
Attn: Gertrude Jeanpierre
BY FACSIMILE: (212) 815-6339
The Bank of New York
Confirm by telephone: (212) 815-5920
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN SET FORTH ABOVE
OR TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
<PAGE>
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the Prospectus Supplement and the related
Letter of Transmittal, receipt of which is hereby acknowledged, the principal
amount of outstanding notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus Supplement and in Instruction 1 of the
Letter of Transmittal.
<TABLE>
<CAPTION>
The undersigned hereby tenders the notes listed below:
<S> <C> <C>
ACCOUNT NUMBER AT THE DEPOSITORY AGGREGATE PRINCIPAL AMOUNT AGGREGATE PRINCIPAL AMOUNT
TRUST COMPANY REPRESENTED TENDERED
- ------------------------------------- --------------------------------- --------------------------------
- ------------------------------------- --------------------------------- --------------------------------
- ------------------------------------- --------------------------------- --------------------------------
- ------------------------------------- --------------------------------- --------------------------------
PLEASE SIGN AND COMPLETE
ALL AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND
EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS
OF THE UNDERSIGNED.
x
- ----------------------------------------------------------------------------------- ---------------------------
x
- ----------------------------------------------------------------------------------- ---------------------------
Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number:
------------------------------------------------------------------------------------
Must be signed by the registered holder(s) of the tendered notes exactly as their name(s) appear on a security position
listing, or by persons(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or the person
acting in a fiduciary or representative capacity, such person must set forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
-----------------------------------------------------------------------------------------------------------
Capacity:
----------------------------------------------------------------------------------------------------------
Address(es):
-------------------------------------------------------------------------------------------------------
GUARANTEE
</TABLE>
The undersigned, a member of a registered national securities exchange,
or a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States, hereby guarantees that timely confirmation of the book-entry transfer of
such notes into the Exchange Agent's account at The Depository Trust Company
("DTC") pursuant to the procedures set forth in the Prospectus Supplement under
"The Exchange Offer--Guaranteed Delivery Procedures," together with any required
signature
2
<PAGE>
guarantee and any other documents required by the Letter of Transmittal, will be
received by the Exchange Agent at the address set forth above, no later than
five business days after the Expiration Date.
<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------- -------------------------------------------------
Name of Firm Authorized Signature
- ------------------------------------------------- -------------------------------------------------
Address Title
Name:
- ------------------------------------------------- --------------------------------------------
(Please Type or Print)
</TABLE>
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by the
Exchange Agent at its address set forth herein prior to the Expiration Date. The
method of delivery of this Notice of Guaranteed Delivery and any other required
documents to the Exchange Agent is at the election and sole risk of the holder,
and the delivery will be deemed made only when actually received by the Exchange
Agent. If delivery is by mail, registered mail, properly insured, with return
receipt requested is recommended. In all cases, sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed delivery
procedures, see Instruction 1 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by a participant of DTC whose name appears on a
security position listing as the owner of notes, the signature must correspond
with the name shown on the security position listing as the owner of the
tendered notes.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any notes listed or a participant of DTC, this
Notice of Guaranteed Delivery must be accompanied by appropriate bond powers,
signed as the name of the participant shown on DTC's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Company of such person's authority to so act.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus and the
Prospectus Supplement may be directed to the Exchange Agent at the address
specified herein and in the Prospectus Supplement. Holders may also contact
their broker, dealer, commercial bank, trust company, or other nominee for
assistance concerning the Exchange Offer.
3
