SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 17, 2002 (May 13, 2002)
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.)
6 DESTA DRIVE
MIDLAND, TEXAS 79705
(Address of Principal Executive Offices)
915/620-0300
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On May 14, 2002, Key Energy Services, Inc. issued a press release
announcing that it has signed a definitive merger agreement with Q Services,
Inc. of Houston, Texas. Q Services is one of the largest privately held
production services companies in the United States, with primary operations in
Texas, Louisiana, Oklahoma, New Mexico and the Gulf of Mexico. The merger
consideration to be paid is based on an enterprise value of Q Services of $265
million and upon closing is expected to be immediately and significantly
accretive to Key's earnings and cash flow. Under terms of the merger agreement
(and based on current projections of the balance sheet of Q Services on the
closing date), Key expects to issue between $185 million and $190 million of Key
common stock valued between $11.00 and $13.00 per share. Closing of the
acquisition is subject to clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1978, completion of confirmatory due diligence and other
typical closing conditions.
The press release is filed as an exhibit to this Form 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
2.1* - Plan and Agreement of Merger among Key Energy
Services, Inc., Key Merger Sub., Inc. and Q
Services, Inc. dated as of May 13, 2002.
99.1 - Press Release dated May 14, 2002
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* This Agreement omits certain exhibits and schedules which will be
provided upon request.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant duly caused this report to be signed by the undersigned hereunto
duly authorized.
Date: May 16, 2002 KEY ENERGY SERVICES, INC.
By: /s/ FRANCIS D. JOHN, JR.
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Francis D. John, Jr.
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit:
2.1* -- Plan and Agreement of Merger among Key Energy Services, Inc.,
Key Merger Sub., Inc. and Q Services, Inc. dated as of
May 13, 2002.
99.1 -- Press Release dated May 14, 2002
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* This Agreement omits certain exhibits and schedules which will be provided
upon request.