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: (March 20, 2001) March 6,
2001
KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 1-8038 04-2648081
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
TWO TOWER CENTER, TWENTIETH FLOOR
EAST BRUNSWICK, NEW JERSEY 08816
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
732/247-4822
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(NOT APPLICABLE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS
As more fully described in the Press Release attached hereto as Exhibit
99.1 which is incorporated herein by reference (the "Press Release"), on March
2, 2001, the Registrant announced that it was issuing $175.0 million of its
8 3/8% Senior Notes due 2008 in a private placement (the "Offering"). The
Offering closed on March 6, 2001. In connection with the Offering, the
Registrant entered into certain agreements copies of which are filed as
exhibits to this Form 8-K, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
1.1 - Purchase Agreement dated March 1, 2001 among the Registrant,
certain of its subsidiaries, Lehman Brothers, Inc., and Bear Stearns & Co., Inc.
4.1 - Indenture dated March 6, 2001 between the Registrant and The Chase
Manhattan Bank, a New York banking corporation, as Trustee.
25.1 - Statement of Eligibility of Trustee, The Chase Manhattan Bank, a
New York banking corporation, on Form T-1.
99.1 - Press Release dated March 2, 2001.
99.2 - Registration Rights Agreement dated March 6, 2001 among the
Registrant, certain of its subsidiaries, Lehman Brothers, Inc., and Bear
Stearns & Co., Inc.
99.3 - Eighth Amendment to the Second Amended and Restated Credit
Agreement, dated as of June 6, 1997, as amended and restated through September
14, 1998 and as further amended (the "Credit Agreement"), among Key Energy
Group, Inc. (now known as Key Energy Services, Inc.), the several Lenders from
time to time parties thereto, PNC Bank, National Association ("PNC"), as
Administrative Agent, Norwest Bank Texas, N.A., as Collateral Agent and PNC
Capital Markets, Inc., as Arranger.
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: March 19, 2001 KEY ENERGY SERVICES, INC.
By: /s/ Francis D. John
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Francis D. John, President
EXHIBITS
1.1 - Purchase Agreement dated March 1, 2001 among the Registrant,
certain of its subsidiaries, Lehman Brothers, Inc., and Bear Stearns & Co., Inc.
4.1 - Indenture dated March 6, 2001 between the Registrant and The Chase
Manhattan Bank, a New York banking corporation, as Trustee.
25.1 - Statement of Eligibility of Trustee, The Chase Manhattan Bank, a
New York banking corporation, on Form T-1.
99.1 - Press Release dated March 2, 2001.
99.2 - Registration Rights Agreement dated March 6, 2001 among the
Registrant, certain of its subsidiaries, Lehman Brothers, Inc., and Bear
Stearns & Co., Inc.
99.3 - Eighth Amendment to the Second Amended and Restated Credit
Agreement, dated as of June 6, 1997, as amended and restated through September
14, 1998 and as further amended (the "Credit Agreement"), among Key Energy
Group, Inc. (now known as Key Energy Services, Inc.), the several Lenders from
time to time parties thereto, PNC Bank, National Association ("PNC"), as
Administrative Agent, Norwest Bank Texas, N.A., as Collateral Agent and PNC
Capital Markets, Inc., as Arranger.