8-K

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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): July 21, 2004 (July 16, 2004)

KEY ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)

Maryland
(State of Incorporation) 1-8038
(Commission File Number) 04-2648081
(IRS Employer Identification No.)

6 Desta Drive
Midland, Texas 79705
(Address of Principal Executive Offices)

432/620-0300
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Item 5. Other Events and Required FD Disclosure

On July 20, 2004, the Key Energy Services, Inc. (the "Company") announced the successful completion of its senior note solicitation. As of expiration of the consent solicitation, the Company has received and accepted consents from holders of a majority of its 6 - ³/8% senior notes due 2013 and a majority of its 8 - ³/8% senior notes due 2008 (collectively, "the Notes" or "Notes") to extend until December 31, 2004 the period in which the Company must deliver its 2003 10-K and 2004 10-Q reports.

The Company had previously announced on July 16, 2004 that it had amended the terms of its previously announced Consent Solicitation relating the Notes. After discussions with holders of more than 50% of each series of the notes, who have indicated that they intend to deliver their consent, the Company amended the terms of the Consent Solicitation as follows:

•

Holders of Notes who deliver their consent on or prior to 5:00 p.m. (EDT) on July 19, 2004 (the "Consenting Holders"), will receive a consent payment of $5.00 per $1,000 principal amounts of Notes validly consented, instead of the previously announced consent payment of $2.50 per $1,000 principal amounts of Notes validly consented.



•

If the Company is unable to provide by October 1, 2004 the financial information (the "Waived Financial Information") that would have been required to be provided pursuant to the financial reporting covenants under the indentures governing the Notes, the Consenting Holders will receive (i) a further consent payment of $2.50 in cash for each $1,000 principal amount of Notes validly consented within 3 business days of such date and (ii) a further consent payment of $2.50 in cash for each $1,000 principal amount of Notes validly consented within 3 business days of the first day of each month thereafter, through and including December 1, 2004, if the Company is unable to provide the Waived Financial Information by the first day of such month.



•

The Company will file with the Securities and Exchange Commission (the "Commission") on Form 8-K selected financial and activity information for the quarter ended June 30, 2004, no later than the 50th day after the end of such quarter and, until the earlier of the date the Company provides the Waived Financial Information (as required by the indentures governing the Notes prior to the amendments contemplated by the Consent Solicitation) or December 31, 2004, the Company will file with the Commission on Form 8-K selected preliminary financial and activity information for each month after June 2004, not later than the 50th day after the end of such month, such information to include the following: revenues, certain expense data (including interest expense), current assets (including cash and cash equivalents) and current liabilities, outstanding indebtedness, capital expenditures, status of compliance with credit facility covenants (including amounts available for borrowing) management discussion and analysis of the foregoing information, and disclosure of rig hours and trucking hours.

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All other material terms of the Consent Solicitation were unchanged.

A copy of the consent solicitation statement 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

99.1 —    Press Release dated July 20, 2004 regarding the completion of solicitation of consents from the holders of its outstanding 6³/8% senior notes due 2013 and 8³/8% senior notes due 2008.

99.2 —    Press Release dated July 16, 2004 regarding the amended terms of previously announced solicitation of consents from the holders of its outstanding 6³/8% senior notes due 2013 and 8³/8% senior notes due 2008.

99.3 —    Supplement to Consent Solicitation Statement of Key Energy Services, Inc. dated July 16, 2004.

Item 12. Results of Operations and Financial Condition

        On July 16, 2004, the Company announced that it had amended the terms of its previously announced Consent Solicitation relating to its outstanding 6 - -³/8% senior notes due 2013 and 8—³/8% senior notes due 2008 after discussions with holders of more than 50% of each series of the notes. The release included selected financial data of the Company. The information contained in exhibit 99.2 to Item 7 and Item 12 of this Form 8-K (including the exhibit hereto) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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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: July 21, 2004	KEY ENERGY SERVICES, INC.
	By:	/s/  RICHARD J. ALARIO Richard J. Alario Chief Executive Officer, President and Chief Operating Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit
99.1—	Press Release dated July 20, 2004 regarding the completion of solicitation of consents from the holders of its outstanding 63/8% senior notes due 2013 and 83/8% senior notes due 2008.
99.2—	Press Release dated July 16, 2004 regarding the amended terms of previously announced solicitation of consents from the holders of its outstanding 63/8% senior notes due 2013 and 83/8% senior notes due 2008.
99.3—	Supplement to Consent Solicitation Statement of Key Energy Services, Inc. dated July 16, 2004.

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SIGNATURE
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

Key Energy Services, Inc.
News Release
For Immediate Release:	Contact: John Daniel
July 20, 2004	(432) 620-0300

KEY ENERGY ANNOUNCES SUCCESSFUL COMPLETION OF SENIOR NOTES SOLICITATION

Noteholders Extend Time to Deliver SEC Reports to December 31, 2004

MIDLAND, TX, July 20, 2004—Key Energy Services, Inc. (NYSE: KEG) announced today that the previously announced senior note consent solicitations have expired. As of expiration, the Company has received and accepted consents from holders of a majority of its 6—³/8% senior notes due 2013 and a majority of its 8—³/8% senior notes due 2008 to extend until December 31, 2004 the period in which the Company must deliver its 2003 10-K and 2004 10-Q reports.

Lehman Brothers acted as Solicitation Agent and D.F. King & Co., Inc. acted as Information Agent and Tabulation Agent for the Consent Solicitation. Information concerning the Consent Solicitation can be obtained by calling Lehman Brothers, at (800) 438-3242 (toll-free) or (212) 528-7581, Attention: Liability Management. Requests for documents or assistance may be directed to D.F. King & Co., Inc., by telephone at (800) 848-2998 (toll-free) or (212) 269-5550 or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005.

Key Energy Services, Inc. is the world's largest rig-based, onshore well service company. The Company provides diversified energy operations including well servicing, contract drilling, pressure pumping, fishing and rental tool services and other oilfield services. The Company has operations in all major onshore oil and gas producing regions of the continental United States and internationally in Argentina, Canada and Egypt.

Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about the Company's industry, management's beliefs and certain assumptions made by management. Whenever possible, the Company has identified these "forward-looking statements" by words such as "expects", "believes", "anticipates" and similar phrases. Readers are cautioned that any such forward-looking statements are not guarantees of future performance or the results of the ongoing review and restatements and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, but not limited to: the impact of the Company's current restatement process on its results for prior and current periods; uncertainties surrounding the restatement process, including the timing and amount of the restatements; the risk of possible changes in the scope and nature ofthe restatement; and the time required to complete the restatement, the issuance of audit opinions on the Company's prior year financial statements and the audit of the Company's 2003 financial statements. Because such statements involve risks and uncertainties, the actual results and performance of the Company may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here; however, readers should review carefully reports or documents the Company files periodically with the Securities and Exchange Commission.

6 Desta Drive, Midland, TX 79705

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Exhibit 99.1

KEY ENERGY ANNOUNCES SUCCESSFUL COMPLETION OF SENIOR NOTES SOLICITATION

EX-99.2

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Exhibit 99.2

Key Energy Services, Inc.
News Release
For Immediate Release:	Contact: John Daniel
July 16, 2004	(432) 620-0300

KEY ENERGY AMENDS SENIOR NOTES SOLICITATION

MIDLAND, TX, July 16, 2004—Key Energy Services, Inc. (NYSE: KEG) today announced that it has amended the terms of its previously announced Consent Solicitation relating to its outstanding 6³/8% senior notes due 2013 and 8³/8% senior notes due 2008 (collectively "the Notes" or "Notes"). After discussions with holders of more than 50% of each series of the notes, who have indicated that they intend to deliver their consent, the Company has amended the terms of the Consent Solicitation as follows:

•

Holders of Notes who deliver their consent on or prior to 5:00 p.m. (EDT) on July 19, 2004 (the "Consenting Holders"), will receive a consent payment of $5.00 per $1,000 principal amounts of Notes validly consented, instead of the previously announced consent payment of $2.50 per $1,000 principal amounts of Notes validly consented.



•

If the Company is unable to provide by October 1, 2004 the financial information (the "Waived Financial Information") that would have been required to be provided pursuant to the financial reporting covenants under the indentures governing the Notes, the Consenting Holders will receive (i) a further consent payment of $2.50 in cash for each $1,000 principal amount of Notes validly consented within 3 business days of such date and (ii) a further consent payment of $2.50 in cash for each $1,000 principal amount of Notes validly consented within 3 business days of the first day of each month thereafter, through and including December 1, 2004, if the Company is unable to provide the Waived Financial Information by the first day of such month.



•

The Company will file with the Securities and Exchange Commission (the "Commission") on Form 8-K selected financial and activity information for the quarter ended June 30, 2004, no later than the 50th day after the end of such quarter and, until the earlier of the date the Company provides the Waived Financial Information (as required by the indentures governing the Notes prior to the amendments contemplated by the Consent Solicitation) or December 31, 2004, the Company will file with the Commission on Form 8-K selected preliminary financial and activity information for each month after June 2004, not later than the 50th day after the end of such month, such information to include the following: revenues, certain expense data (including interest expense), current assets (including cash and cash equivalents) and current liabilities, outstanding indebtedness, capital expenditures, status of compliance with credit facility covenants (including amounts available for borrowing) management discussion and analysis of the foregoing information, and disclosure of rig hours and trucking hours.

        All other material terms of the Consent Solicitation remain unchanged.

        Holders of Notes who do not timely consent in the Consent Solicitation will not receive the consent payment or the further consent payments even though the proposed amendments to the indentures governing the Notes will be binding on them if the proposed amendments become effective. Any holder that acquires the Notes after the record date of July 2, 2004 will have to make arrangements between itself and the holder of the Notes as of the record date to receive the consent payment or the further consent payments.

        The Consent Solicitation is conditioned upon the satisfaction of certain conditions, including the receipt of consents from a majority in principal amount of each series of notes, and the supplemental indenture for both series must be executed. A more comprehensive description of the Consent

Solicitation and its conditions can be found in the Consent Solicitation Statement dated July 6, 2004, as supplemented by the Supplement to Consent Solicitation Statement dated July 15, 2004.

        The Company has retained Lehman Brothers to serve as the Solicitation Agent and D.F. King & Co., Inc. to serve as the Information Agent and Tabulation Agent for the Offer. Requests for documents may be directed to D.F. King & Co., Inc., by telephone at (800) 848-2998 (toll-free) or (212) 269-5550 or in writing at 48 Wall Street, 22nd Floor, New York, NY 10005. Questions regarding the solicitation of consents may be directed to Lehman Brothers, at (800) 438-3242 (toll-free) or (212) 528-7581, Attention: Liability Management.

        This announcement is not an offer to purchase or sell, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The solicitation is being made solely pursuant to the Consent Solicitation Statement dated July 6, 2004, as supplemented by the Supplement to Consent Solicitation Statement dated July 15, 2004.

        The Company also released the following additional unaudited selected financial information:

	Quarter Ended
	3/31/2004		12/31/2003		3/31/2003
	(In Thousands)—Unaudited
Amortization of deferred debt issue costs, discount and premium	$	596	$	825	$	776

        The foregoing information is subject to the limitations and qualifications set forth in the Company's release of selected financial information dated July 15, 2004.

Key Energy Services, Inc. is the world's largest rig-based, onshore well service company. The Company provides diversified energy operations including well servicing, contract drilling, pressure pumping, fishing and rental tool services and other oilfield services. The Company has operations in all major onshore oil and gas producing regions of the continental United States and internationally in Argentina, Canada and Egypt.

Certain statements contained in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates and projections about the Company's industry, management's beliefs and certain assumptions made by management. Whenever possible, the Company has identified these "forward-looking statements" by words such as "expects", "believes", "anticipates" and similar phrases. Readers are cautioned that any such forward-looking statements are not guarantees of future performance or the results of the ongoing review and restatements and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, but not limited to: the impact of the Company's current restatement process on its results for prior and current periods; uncertainties surrounding the restatement process, including the timing and amount of the restatements; the risk of possible changes in the scope and nature of, the risk that the Company will not obtain consents to modify the senior note indentures, which would cause defaults under the senior notes and the Company's revolving credit facility and the time required to complete, the issuance of audit opinions on the Company's prior year financial statements and the audit of the Company's 2003 financial statements. Because such statements involve risks and uncertainties, the actual results and performance of the Company may differ materially from the results expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Unless otherwise required by law, the Company also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here; however, readers should review carefully reports or documents the Company files periodically with the Securities and Exchange Commission.

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Exhibit 99.2

KEY ENERGY AMENDS SENIOR NOTES SOLICITATION

EX-99.3

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Exhibit 99.3

SUPPLEMENT TO CONSENT SOLICITATION STATEMENT

CONSENT SOLICITATION
relating to the
$150 million of 6³/8% Senior Notes Due 2013
CUSIP No. 492914AP1
and
$275 million of 8³/8% Senior Notes Due 2008
CUSIP No. 492914AN6
of
Key Energy Services, Inc.

        This supplement supplements and amends our Consent Solicitation Statement dated July 6, 2004, pursuant to which we are soliciting consents from the holders of our outstanding 6³/8% senior notes due 2013 and 8³/8% senior notes due 2008, collectively the notes, to amend certain provisions in the indentures governing the notes.

        In this supplement, we are supplementing and amending the consent solicitation to:

•

extend the expiration date of the consent solicitation to 5:00 p.m., New York City time, on July 19, 2004;



•

increase the amount of the cash payment that we will pay or cause to be paid to each consenting holder for which letters of consent have been received from such consenting holder before the expiration date and not revoked and accepted by the Company, collectively, the consenting notes, to $5.00 for each $1,000 principal amount of consenting notes held by such consenting holder;



•

if we are unable to provide by October 1, 2004 the financial information that would have been required to be provided pursuant to the financial reporting covenants under the indentures governing the notes (absent the amendments to such indentures contemplated by this consent solicitation) and which has not yet been provided, collectively, the waived financial information, agree to pay or cause to be paid, within three business days of such date, to each consenting holder $2.50 in cash for each $1,000 principal amount of consenting notes and agree to pay or cause to paid an additional $2.50 in cash for each $1,000 principal amount of consenting notes within three business days of the first day of each month thereafter, through and including December 1, 2004, if we are unable to provide the waived financial information by the first day of such month;



•

agree to file with the Commission on Form 8-K selected financial and activity information for the quarter ended June 30, 2004, no later than the 50th day after the end of such quarter and, until the earlier of the date we provide the waived financial information or December 31, 2004, agree to file with the Commission on Form 8-K selected preliminary financial and activity information for each month after June 2004, not later than the 50th day after the end of such month, such information to include the following: revenues, certain expense data (including interest expense), current assets (including cash and cash equivalents) and current liabilities, outstanding indebtedness, capital expenditures, status of compliance with credit facility covenants (including amounts available for borrowing), management's discussion and analysis of the foregoing information and disclosure of rig hours and trucking hours; and



•

correct a misstatement in the Risks Factors section of the Consent Solicitation Statement.

        Except as set forth herein, no other terms of the consent solicitation have been amended or supplemented and all such other terms remain as set forth in the Consent Solicitation Statement. Terms used herein shall have the meanings given to them in the Consent Solicitation Statement.

The solicitation agent for the consent solicitation is:

The information agent and tabulation agent for the consent solicitation is:

D.F. King & Co., Inc.

The date of this supplement is July 15, 2004.

MODIFICATION TO THE CONSENT SOLICITATION

Extension of the Expiration Date

        The expiration date of the consent solicitation is hereby extended to 5:00 p.m., New York City time, on July 19, 2004, unless we, in our sole discretion, extend the period during which the consent solicitation is open, in which event the expiration date will be the latest time and date to which the consent solicitation is extended.

Increase in the Consent Payment

        The terms of the consent solicitation are hereby modified so that the consent payment that we will pay or cause to be paid to each consenting holder from whom a letter of consent has been received from such consenting holder before the expiration date and not revoked and accepted by the Company is increased to $5.00 for each $1,000 principal amount of consenting notes by such consenting holder.

Agreement to Make Further Consent Payments

        The terms of the consent solicitation are hereby modified so that, if we are unable to provide by October 1, 2004 the waived financial information, we agree to pay or cause to be paid, within three business days of such date, to each consenting holder $2.50 in cash for each $1,000 principal amount of consenting notes and agree to pay or cause to paid an additional $2.50 in cash for each $1,000 principal amount of consenting notes within three business days of the first day of each month thereafter, through and including December 1, 2004, if we are unable to provide the waived financial information by the first day of such month.

Agreement to Deliver Financial Information

        The terms of the consent solicitation are hereby modified so that we agree to file with the Commission on Form 8-K selected financial and activity information for the quarter ended June 30, 2004, no later than the 50th day after the end of such quarter and, until the earlier of the date we provide the waived financial information or December 31, 2004, we agree to file with the Commission on Form 8-K selected preliminary financial and activity information for each month after June 2004, not later than the 50th day after the end of such month, such information to include the following: revenues, certain expense data (including interest expense), current assets (including cash and cash equivalents) and current liabilities, outstanding indebtedness, capital expenditures, status of compliance with credit facility covenants (including amounts available for borrowing), management's discussion and analysis of the foregoing information and disclosure of rig hours and trucking hours.

Correction to Risk Factor

        In the "Certain Risk Factors" section of the Consent Solicitation Statement, the risk factor entitled "Our internal controls may be insufficient to detect in a timely manner misstatements that could occur in our financial statements in amounts that may be material" incorrectly states that "We will not be able to obtain the opinion of our independent public accounting firm on whether we have a material weakness until it conducts its audit of our financial statements for the year ending December 31, 2003, which will not be completed until early 2005." This statement is amended and restated in its entirety as follows: "We will not be able to obtain the opinion of our independent public accounting firm on whether we have a material weakness until it conducts its audit of our financial statements for the year ending December 31, 2004, which will not be completed until early 2005.

How to Consent

        If you have already properly completed, executed and delivered your letter of consent to the tabulation agent, you will be deemed to have consented to the proposed amendments and waived the Waived Defaults as provided in such letter of consent. In addition, in the event that we consummate the consent solicitation, you will be entitled to receive the consent payments and, the further consent payments as provided for herein. If you desire to revoke a consent, you must comply with the procedures for revoking consents described under "The Consent Solicitation—Revocation of Consents" in our Consent Solicitation Statement dated July 6, 2004.

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        If you have not already properly completed, executed and delivered your letter of consent to the tabulation agent, you must comply with the procedures described under "The Consent Solicitation—How to Consent" in our Consent Solicitation Statement dated July 6, 2004. Holders of notes who do not timely consent to the proposed amendments and holders of notes whose consents to the proposed amendments are timely revoked will not receive the consent payment and the further consent payments even though the proposed amendments, if they are approved and become effective, will be binding on them.

Consequences to Non-Consenting Holders

        If the proposed amendments become effective, each holder and all subsequent holders of notes will be bound by such amendments, whether or not such holder consented to the proposed amendments. Holders who do not timely consent to the proposed amendments will not receive the consent payment or the further consent payments even though the proposed amendments will be binding on them if the proposed amendments become effective. Any holder that acquires the notes after the record date of July 2, 2004 will have to make arrangements between itself and the holder of the notes as of the record date to receive the consent payment or the further consent payments.

        EXCEPT AS SPECIFICALLY SET FORTH HEREIN, NO OTHER TERMS OF THE CONSENT SOLICITATION HAVE BEEN SUPPLEMENTED OR AMENDED AND REMAIN AS SET FORTH IN THE CONSENT SOLICITATION STATEMENT.

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Exhibit 99.3