AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002
REGISTRATION NO. 333-83924
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KEY ENERGY SERVICES, INC.
Co-registrants are listed on the following pages.
(Exact name of registrant as specified in its charter)
MARYLAND 1381 04-2648081
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
6 DESTA DRIVE
MIDLAND, TEXAS 79705
(915) 620-0300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
FRANCIS D. JOHN
400 SOUTH RIVER ROAD
NEW HOPE, PENNSYLVANIA 18938
(215) 862-7900
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
---------------
COPIES TO:
JACK D. LOFTIS, JR. SAMUEL N. ALLEN
KEY ENERGY SERVICES, INC. PORTER & HEDGES, L.L.P.
400 SOUTH RIVER ROAD 700 LOUISIANA, 35TH FLOOR
NEW HOPE, PENNSYLVANIA 18938 HOUSTON, TEXAS 77002
(215) 862-7900 (713) 226-0600
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. |_| _________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_| _______________________
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE(3)
------------------------------------------------------------------------------------------------------------------------
Debt Securities(2)........................
Common Stock, par value $.10 per share....
Preferred Stock(2)........................
Warrants(2)...............................
Guarantees of Debt Securities (4).........
========================================================================================================================
Total................................ $500,000,000 $46,000
========================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). The aggregate initial offering price of all
securities issued from time to time pursuant to this registration statement
will not exceed $500,000,000 or the equivalent thereof in foreign
currencies, foreign currency units or composite currencies.
(2) There are being registered hereunder an indeterminate principal amount of
Debt Securities, an indeterminate number of shares of Common Stock and
Preferred Stock and an indeterminate number of Warrants, including Debt
Securities, Common Stock, Preferred Stock and Warrants issuable on
conversion, redemption, repurchase, exchange or exercise of the Debt
Securities, Preferred Stock or Warrants registered hereunder or pursuant to
any applicable antidilution provisions. If any Debt Securities are issued
at an original issue discount, then the principal amount of such Debt
Securities being registered hereunder shall be such principal amount as
shall result in an aggregate initial offering price of up to $500,000,000.
(3) Pursuant to Rule 429, this registration statement contains a combined
prospectus that relates to the Registrant's Common Stock, Debt Securities,
Preferred Stock and Warrants registered on Registration Statement No.
333-67667 on Form S-4 filed by the Registrant on November 20, 1998 (the
"Earlier Registration Statement") pursuant to which $17,151,181 remains to
be issued. Fees totaling $4,768.00 covering the previously registered
securities were paid by the Registrant upon filing the Earlier Registration
Statement and, pursuant to Rule 457(p), will be used to offset the
registration fees for this registration statement. Fees totaling $40,065
were paid when this registration statement was first filed. The Registrant
is paying additional fees in the amount of $1,167.00 as a result of a
decrease in the amount of fees from the Earlier Registration Statement
that will be used to offset the fees for this registration statement.
(4) Pursuant to Rule 457(n), no separate fee for the guarantees is payable.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
TABLE OF ADDITIONAL REGISTRANTS
UNDER REGISTRATION STATEMENT ON FORM S-4
The following subsidiaries of Key Energy Services, Inc. are co-registrants
under this registration statement for the purpose of providing guarantees, if
any, of payments on debt securities registered hereunder:
JURISDICTION OF I.R.S.
NAME INCORPORATION OR ORGANIZATION IDENTIFICATION
---- ----------------------------- --------------
Brooks Well Servicing, Inc. Delaware 75-2739749
Dawson Production Acquisition Corp. Delaware 52-2022906
Dawson Production Management, Inc. Delaware 76-0525388
Dawson Production Partners, L.P. Texas 76-0525389
Dawson Production Taylor, Inc. Delaware 52-2045563
Kalkaska Oilfield Services, Inc. Michigan 38-3083604
Key Energy Drilling, Inc. Delaware 22-3363468
Key Energy Services -- California, Inc. Delaware 22-3617958
Key Energy Services -- South Texas, Inc. Delaware 22-3594553
Key Four Corners, Inc. Delaware 22-3530274
Key Rocky Mountain, Inc. Delaware 22-3530272
Odessa Exploration Incorporated Delaware 06-1377021
Watson Oilfield Service & Supply, Inc. Delaware 22-3582713
Well-Co Oil Service, Inc. Nevada 75-2513771
WellTech Eastern, Inc. Delaware 38-3283245
WellTech Mid-Continent, Inc. Delaware 73-1532154
Yale E. Key, Inc. Texas 75-1074929
EXPLANATORY NOTE
The Registrant is filing this amendment to the registration statement for the
sole purpose of paying additional fees as a result of a decrease in the amount
of fees from its registration statement on Form S-4 (no. 333-67667) that are
being used to offset the filing fee for this registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 2-418 of the
Maryland General Corporation Law provides that a corporation may indemnify any
director made a party to any proceeding against judgments, penalties, fines,
settlements and reasonable expenses, unless it is established that (i) the act
or omission of the director was material to the matter giving rise to the
proceeding and was committed in bad faith or was a result of deliberate
dishonesty, (ii) the director actually received an improper personal benefit or
(iii) in a criminal proceeding, the director had reasonable cause to believe the
act or omission was unlawful. A director may not be indemnified in any
proceeding charging improper personal benefit was improperly received and, in a
derivative action, there shall not be indemnification if a director has been
adjudged liable to the corporation. A director or officer of a corporation who
has been successful in the defense of any proceeding shall be indemnified
against reasonable costs incurred in such defense. Indemnification may not be
made unless authorized for a specific proceeding after determination by the
board of directors, special legal counsel or the stockholders that
indemnification is permissible because the director has met the requisite
standard of conduct.
Article Seventh of the Company's Amended and Restated Articles of
Incorporation, as amended (the "Charter"), provides that the Company shall
indemnify (i) its directors and officers, whether serving the Company or at its
request any other entity, to the full extent required or permitted by the
Maryland law, including the advance of expenses under the procedures and to the
full extent permitted by law and (ii) other employees and agents to such extent
permitted by law. The foregoing rights of indemnification are not exclusive of
any other rights to which those seeking indemnification may be entitled. The
Board of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such By-laws, resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be permitted by
the Maryland law. Furthermore, no director or officer of the Company shall be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director or an officer, except to the extent that
exculpation from liability is not permitted under the Maryland law as in effect
when such breach occurred. No amendment of the Charter or repeal of any of its
provisions shall limit or eliminate the limitations on liability provided to
directors and officers with respect to acts or omissions occurring prior to such
amendment or repeal.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT NO. DESCRIPTION
------------ --------------------------------------------------------------
*4.1 -- Form of Senior Indenture
*4.2 -- Form of Subordinated Indenture
*5.1 -- Opinion of Porter & Hedges, L.L.P.
*12.1 -- Statement Regarding Computation of Ratio of Earnings to
Fixed Charges
23.1 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*23.2 -- Consent of KPMG LLP
*24.1 -- Power of Attorney
*24.2 -- Power of Attorney for Guarantors
+25.1 -- Statement of Eligibility of Trustee on Form T-1
---------------
* Previously filed.
+ The Company will file as an exhibit to a current report on Form 8-K any
Statement of Eligibility and Qualification under the Trust Indenture Act of
1939, as amended, of the applicable trustee.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement; provided, however, that
notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in clauses
(i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities
and Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to
Section 15(a) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11,
or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information
contained in documents filed subsequent to the effective date
of the registration statement through the date of responding
to the request.
II-2
(6) To supply by means of a post-effective amendment all required
information concerning a transaction, and the company being
acquired involved therein, that was not the subject of and
included in the registration statement when it became
effective; provided, however, that where the transaction in
which the securities are being offered pursuant to the
registration statement under the Securities Act of 1933 would
itself qualify for an exemption from Section 5 of the
Securities Act of 1933, absent the existence of other similar
(prior or subsequent) transactions, a prospectus supplement
could be used to furnish the information necessary in
connection with such transaction.
(7) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Trust Indenture Act.
(8) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a
part of this registration statement, by any person or party
who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable
registration form with respect to reoffering by persons who
may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(9) That every prospectus: (i) that is filed pursuant to paragraph
(7) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933
and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment
to the registration statement and will not be used until such
amendment is effective, and that, for purposes if determining
any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(10) To supply means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in
the registration statement when it became effective, except to
the extent the staff of the Commission has stated it is not
necessary that the information be supplied by means of a
post-effective amendment.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by our director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Key Energy Services, Inc. certifies that it has caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Hope, State of Pennsylvania on April 24,
2002.
KEY ENERGY SERVICES, INC.
By: /s/ FRANCIS D. JOHN
-----------------------------------
Francis D. John,
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement on Form S-4 has been signed below
by the following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
--------------------------------- --------------------------------- -------------
FRANCIS D. JOHN* Chairman of the Board, President April 24, 2002
--------------------------------- and Chief Executive Officer
Francis D. John (Principal Executive Officer)
DAVID J. BREAZZANO* Director April 24, 2002
---------------------------------
David J. Breazzano
KEVIN P. COLLINS* Director April 24, 2002
---------------------------------
Kevin P. Collins
WILLIAM D. FERTIG* Director April 24, 2002
---------------------------------
William D. Fertig
W. PHILLIP MARCUM* Director April 24, 2002
---------------------------------
W. Phillip Marcum
J. ROBINSON WEST* Director April 24, 2002
---------------------------------
J. Robinson West
MORTON WOLKOWITZ* Director April 24, 2002
---------------------------------
Morton Wolkowitz
ROYCE W. MITCHELL* Chief Financial Officer and April 24, 2002
--------------------------------- Chief Accounting Officer
Royce W. Mitchell
*By: /s/ JACK D. LOFTIS, JR.
------------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
each Guarantor certifies that it has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Hope, State of Pennsylvania on April 24,
2002.
BROOKS WELL SERVICING, INC., DAWSON
PRODUCTION ACQUISITION CORP., DAWSON
PRODUCTION MANAGEMENT, INC., DAWSON
PRODUCTION TAYLOR, INC., KALKASKA OILFIELD
SERVICES, INC., KEY ENERGY DRILLING, INC.,
KEY ENERGY SERVICES -- CALIFORNIA, INC., KEY
ENERGY SERVICES -- SOUTH TEXAS, INC., KEY
FOUR CORNERS, INC., KEY ROCKY MOUNTAIN,
INC., ODESSA EXPLORATION INCORPORATED,
WATSON OILFIELD SERVICE & SUPPLY, INC.,
WELL-CO OIL SERVICE, INC., WELLTECH EASTERN,
INC., WELLTECH MID-CONTINENT, INC., AND YALE
E. KEY, INC.
By: /s/ JACK D. LOFTIS, JR.
-----------------------------------------
Jack D. Loftis, Jr., Vice President
DAWSON PRODUCTION PARTNERS, L.P.
By: DAWSON PRODUCTION MANAGEMENT, INC.
-----------------------------------------
AS SOLE GENERAL PARTNER
By: /s/ JACK D. LOFTIS, JR.
-----------------------------------------
Jack D. Loftis, Jr., Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement on Form S-4 has been signed below
by the following persons in the capacities and on the dates indicated.
BROOKS WELL SERVICING, INC.
JOE EUSTACE* President (Principal Executive April 24, 2002
---------------------------- Officer)
Joe Eustace
FRANCIS D. JOHN* Director April 24, 2002
----------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
---------------------------- Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
---------------------------- (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
----------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
DAWSON PRODUCTION ACQUISITION CORP.
President and Director (Principal April 24, 2002
JOAN L. DOBRZYNSKI* Executive Officer)
------------------------------------
Joan L. Dobrzynski
VICTORIA L. GARRETT* Director April 24, 2002
------------------------------------
Victoria L. Garrett
FRANCIS B. JACOBS, II* Vice President, Treasurer and April 24, 2002
------------------------------------ Director (Principal Accounting
Francis B. Jacobs, II Officer)
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
------------------------------------ Financial Officer)
Royce W. Mitchell
*By: /s/ JACK D. LOFTIS, JR.
------------------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
DAWSON PRODUCTION MANAGEMENT, INC.
FRANCIS D. JOHN* President and Director (Principal April 24, 2002
-------------------------- Executive Officer)
Francis D. John
ROYCE W. MITCHELL* Vice President and Treasurer April 24, 2002
-------------------------- (Principal Financial Officer and
Royce W. Mitchell Principal Accounting Officer)
*By: /s/ JACK D. LOFTIS, JR.
--------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
DAWSON PRODUCTION PARTNERS, L.P.
BY: DAWSON PRODUCTION MANAGEMENT, INC. AS SOLE GENERAL PARTNER
FRANCIS D. JOHN* President and Director (Principal April 24, 2002
-------------------------- Executive Officer)
Francis D. John
ROYCE W. MITCHELL* Vice President and Treasurer April 24, 2002
-------------------------- (Principal Financial Officer and
Royce W. Mitchell Principal Accounting Officer)
*By: /s/ JACK D. LOFTIS, JR.
--------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
DAWSON PRODUCTION TAYLOR, INC.
President and Director (Principal April 24, 2002
JOAN L. DOBRZYNSKI* Executive Officer)
------------------------------
Joan L. Dobrzynski
VICTORIA L. GARRETT* Director April 24, 2002
------------------------------
Victoria L. Garrett
FRANCIS B. JACOBS, II* Vice President, Treasurer and April 24, 2002
------------------------------ Director (Principal Accounting
Francis B. Jacobs, II Officer)
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
------------------------------ Financial Officer)
Royce W. Mitchell
*By: /s/ JACK D. LOFTIS, JR.
------------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
KALKASKA OILFIELD SERVICES, INC.
PHIL ALTMAN* President (Principal Executive April 24, 2002
------------------------------ Officer)
Phil Altman
FRANCIS D. JOHN* Director April 24, 2002
------------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
------------------------------ Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
------------------------------ (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
------------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
KEY ENERGY DRILLING, INC.
STEVEN A. RICHARDS* President (Principal Executive April 24, 2002
------------------------------ Officer)
Steven A. Richards
FRANCIS D. JOHN* Director April 24, 2002
------------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
------------------------------ Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
------------------------------ (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
------------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
KEY ENERGY SERVICES -- CALIFORNIA, INC.
JAMES D. FLYNT* President (Principal April 24, 2002
---------------------------- Executive Officer)
James D. Flynt
FRANCIS D. JOHN* Director April 24, 2002
----------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President April 24, 2002
---------------------------- (Principal Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
---------------------------- (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
----------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
KEY ENERGY SERVICES -- SOUTH TEXAS, INC.
JOE EUSTACE* President (Principal Executive April 24, 2002
-------------------------- Officer)
Joe Eustace
FRANCIS D. JOHN* Director April 24, 2002
--------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President April 24, 2002
-------------------------- (Principal Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
-------------------------- (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
--------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
KEY FOUR CORNERS, INC.
RON FELLABAUM* President (Principal April 24, 2002
--------------------------- Executive Officer
Ron Fellabaum
FRANCIS D. JOHN* Director April 24, 2002
---------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
--------------------------- Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
--------------------------- (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
---------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
KEY ROCKY MOUNTAIN, INC.
JACK HARTNETT* President (Principal Executive April 24, 2002
------------------------- Officer)
Jack Hartnett
FRANCIS D. JOHN* Director April 24, 2002
-------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
------------------------- Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
------------------------- (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
-------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
ODESSA EXPLORATION INCORPORATED
BRUCE LOWE* President April 24, 2002
---------------------------- and Treasurer (Principal
Bruce Lowe Executive Officer and Principal Accounting
Officer)
FRANCIS D. JOHN* Director April 24, 2002
----------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
---------------------------- Financial Officer)
Royce W. Mitchell
*By: /s/ JACK D. LOFTIS, JR.
----------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
WATSON OILFIELD SERVICE & SUPPLY, INC.
JACK HARTNETT* President (Principal Executive April 24, 2002
--------------------------- Officer)
Jack Hartnett
FRANCIS D. JOHN* Director April 24, 2002
---------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
--------------------------- Financial Officer) and Director
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
--------------------------- (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
---------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
WELL-CO OIL SERVICE, INC.
JAMES J. BYERLOTZER* President (Principal Executive April 24, 2002
--------------------------- Officer)
James J. Byerlotzer
FRANCIS D. JOHN* Director April 24, 2002
---------------------------
Francis D. John
ROYCE W.MITCHELL* Vice President (Principal April 24, 2002
--------------------------- Financial Officer)
Royce W. Mitchell
MATT SIMMONS* Treasurer (Principal Accounting April 24, 2002
--------------------------- Officer)
Matt Simmons
*By: /s/ JACK D. LOFTIS, JR.
---------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
WELLTECH EASTERN, INC.
MICHAEL R. FURROW* President (Principal Executive April 24, 2002
------------------------- Officer)
Michael R. Furrow
FRANCIS D. JOHN* Director April 24, 2002
-------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
------------------------- Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
------------------------- (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
-------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
WELLTECH MID-CONTINENT, INC.
MICHAEL R. FURROW* President (Principal Executive April 24, 2002
--------------------------- Officer)
Michael R. Furrow
FRANCIS D. JOHN* Director April 24, 2002
---------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
--------------------------- Financial Officer)
Royce W. Mitchell
JAMES BURGE* Treasurer (Principal Accounting April 24, 2002
--------------------------- Officer)
James Burge
*By: /s/ JACK D. LOFTIS, JR.
---------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment to the registration statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated.
YALE E. KEY, INC.
TOMMY PIPES* President (Principal Executive April 24, 2002
------------------------- Officer)
Tommy Pipes
FRANCIS D. JOHN* Director April 24, 2002
-------------------------
Francis D. John
ROYCE W. MITCHELL* Vice President (Principal April 24, 2002
------------------------- Financial Officer)
Royce W. Mitchell
PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002
------------------------- (Principal Accounting Officer)
Phillip M. Burch
*By: /s/ JACK D. LOFTIS, JR.
-------------------------
Jack D. Loftis, Jr.
Attorney-in-Fact
EXHIBITS
EXHIBIT NO. DESCRIPTION
------------ -------------------------------------------------------------
*4.1 -- Form of Senior Indenture
*4.2 -- Form of Subordinated Indenture
*5.1 -- Opinion of Porter & Hedges, L.L.P.
*12.1 -- Statement Regarding Computation of Ratio of Earnings to
Fixed Charges
23.1 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1)
*23.2 -- Consent of KPMG LLP
*24.1 -- Power of Attorney
*24.2 -- Power of Attorney for Guarantors
+25.1 -- Statement of Eligibility of Trustee on Form T-1
-------------------------
* Previously filed.
+ The Company will file as an exhibit to a current report on Form 8-K any
Statement of Eligibility and Qualification under the Trust Indenture Act of
1939, as amended, of the applicable trustee.