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): February 27, 2002
(February 22, 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.)
400 SOUTH RIVER ROAD
NEW HOPE, PENNSYLVANIA 18939
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
215/862-7900
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(NOT APPLICABLE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS
On February 22, 2002, Key Energy Services, Inc. (the "Registrant") entered
into an underwriting agreement (the "Underwriting Agreement") with Lehman
Brothers Inc., Bear Stearns & Co. Inc. and First Albany Corporation in
connection with the offering (the "Offering") of up to $100,000,000 in aggregate
principal amount of the Registrant's 8 3/8% Series C Notes due 2008.
The Offering is being made pursuant to the Registrant's Registration
Statement on Form S-3 (File No. 333-67665) (the "Registration Statement") under
the Securities Act of 1933, as amended. The Registration Statement provides that
the Registrant may from time to time offer debt securities, preferred stock,
common stock and warrants with an aggregate public offering price of up to
$500,000,000.
The Registrant has entered into certain agreements, including an
Eleventh Amendment and Twelfth Amendment to their Second Amended and Restated
Credit Agreement, dated as of June 6, 1997, as amended and restated through
September 14, 1998 and as further amended, among Registrant, the several
Lenders from time to time parties thereto, PNC Bank, National Association, as
Administrative Agent, Norwest Bank Texas, N.A., as Collateral Agent and PNC
Capital Markets, Inc., as Arranger ("Credit Agreement"), copies of which are
filed as exhibits to this Form 8-K and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
1.1 - Underwriting Agreement, dated February 22, 2002, among
the Registrant and Lehman Brothers Inc., Bear Stearns &
Co. Inc. and First Albany Corporation
4.1 - Indenture dated as of February 22, 2002 among the
Registrant and U.S. Bank National Association
10.1 - Eleventh 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, among Registrant, the several Lenders from
time to time parties thereto, PNC Bank, National
Association, as Administrative Agent, Norwest Bank
Texas, N.A., as Collateral Agent and PNC Capital
Markets, Inc., as Arranger.
10.2 - Twefth 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, among Registrant, the several Lenders from
time to time parties thereto, PNC Bank, National
Association, as Administrative Agent, Norwest Bank
Texas, N.A., as Collateral Agent and PNC Capital
Markets, Inc., as Arranger.
25.1 - Statement of Eligibility of Trustee, U.S. Bank National
Association, a national banking association, on Form T-1
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: February 27, 2002 KEY ENERGY SERVICES, INC.
By: /s/ Francis D. John
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Name: Francis D. John
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Title: President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
1.1 Underwriting Agreement, dated February 22, 2002,
among the Registrant and Lehman Brothers Inc., Bear
Stearns & Co. Inc. and First Albany Corporation
4.1 Indenture dated as of February 22, 2002 among the
Registrant and U.S. Bank National Association
10.1 - Eleventh 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, among Registrant, the
several Lenders from time to time parties thereto,
PNC Bank, National Association, as Administrative
Agent, Norwest Bank Texas, N.A., as Collateral
Agent and PNC Capital Markets, Inc., as Arranger.
10.2 - Twefth 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, among Registrant, the several
Lenders from time to time parties thereto, PNC Bank,
National Association, as Administrative Agent,
Norwest Bank Texas, N.A., as Collateral Agent and
PNC Capital Markets, Inc., as Arranger.
25.1 Statement of Eligibility of Trustee, U.S. Bank
National Association, a national banking association,
on Form T-1