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): March 1, 2002
(March 1, 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 Senior Notes due 2008 (the
"Notes").
The Notes are being issued under an indenture dated as of February 27,
2002, among the Registrant, the Guarantors (as defined therein) and U.S. Bank
National Association (filed as Exhibit 4.1 to the Registrant's Form 8-K on
February 27, 2002 with the Securities and Exchange Commission), as supplemented
by a First Supplemental Indenture among the Registrant, the Guarantors (as
defined therein) and U.S. Bank National Association.
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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
4.1 - First Supplemental Indenture dated as of March 1, 2002
among the Registrant, the Guarantors (as defined
therein) and U.S. Bank National Association
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 28, 2002 KEY ENERGY SERVICES, INC.
By: /s/ Francis D. John
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Francis D. John, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
EXHIBIT INDEX
Exhibit No. Exhibit
4.1 First Supplemental Indenture dated as of March 1, 2002
among the Registrant, the Guarantors (as defined
therein) and U.S. Bank National Association