-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M85PnjRDXpIK8u50GaxzbSoyGlLeUQxLEulvCx5vCJd2/ANm9Uef2zEy/mC7nYXT xgf271tgMtIddXTqF7Kpcg== 0000318996-96-000011.txt : 19960603 0000318996-96-000011.hdr.sgml : 19960603 ACCESSION NUMBER: 0000318996-96-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960531 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KEY ENERGY GROUP INC CENTRAL INDEX KEY: 0000318996 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 042648081 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34118 FILM NUMBER: 96575338 BUSINESS ADDRESS: STREET 1: 255 LIVINGSTON AVE CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 BUSINESS PHONE: 9155705721 MAIL ADDRESS: STREET 1: P O BOX 10627 CITY: MIDLAND STATE: TX ZIP: 79702 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE COMPANIES INC DATE OF NAME CHANGE: 19891012 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE OIL & GAS INC DATE OF NAME CHANGE: 19841122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GARCIA FRANCISCO A CENTRAL INDEX KEY: 0001011849 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 261967600 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 881 OCEAN DRIVE #20 F CITY: KEY BISCAYNE STATE: FL ZIP: 33149 BUSINESS PHONE: 3053613189 MAIL ADDRESS: STREET 1: 881 OCEAN DRIVE STREET 2: #20 F CITY: KEY BISCAYNE STATE: FL ZIP: 33149 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* KEY ENERGY GROUP, INC. (Name of Issuer) COMMON STOCK, $.10 PAR VALUE (Title of Class of Securities) 492914106 (CUSIP Number) Francisco A. Garcia, Neptune Management Company, Inc. 881 Ocean Drive, Ste. #20-F, Key Biscayne, FL 33149 (305)361-3189 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule l3d-7.) This filing is being made jointly on behalf of (i) Neptune Partners-1989A, L.P., a limited partnership organized under the laws of the State of Delaware; (ii) Neptune 1989 Investors Limited, a British Virgin Islands company; (iii) Neptune 1989C Offshore Investors Limited, a British Virgin Islands company (the entities described in (i), (ii) and (iii) above are collectively referred to herein as the "Neptune Entities"); and (iv) Francisco A. Garcia and A. Torrey Reade who share voting and investment power the Neptune Entities. Such filing persons are sometimes referred to herein as the "Filing Persons." This filing constitutes Amendment No. 1 to an initial statement (the "Initial Statement") on Schedule 13D dated April 8, 1996 filed on behalf of the Filing Persons. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Initial Statement. This Amendment No. 1 to the Initial Statement is being filed in connection with the execution and delivery by the Rights Agreement referred to in Item 6 below ("Registration Rights Agreement"). Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. In connection with the Merger, each of the Neptune Entities has entered into Amendment No. 1 to the Registration Rights Agreement, dated as of March 28, 1996, among the Issuer and certain holders of Key Stock, pursuant to which Amendment No. 1 the Neptune Entities and certain other signatories thereto have become parties to the Registration Rights Agreement. The Neptune Entities executed said Amendment No. 1 as of May 15, 1996. Pursuant to the Registration Rights Agreement, as amended, the Issuer has registered under the Securities Act of 1933 the Key Stock, Key Warrants and Key Stock issuable upon the exercise of Key Warrants, in each case owned by the Neptune Entities and such other persons parties to the Registration Rights Agreement. Item 7. Material to Be Filed as Exhibits. (1) Joint Filing Agreement, dated as of May 30, 1996, among the Filing Persons. (2) Form of Registration Rights Agreement, dated as of March 28, 1996, between the Issuer and certain holders of Key Stock, incorporated by reference to Exhibit 4.3 to the Issuer's Report on Form 10-Q for the quarter ended March 31, 1996. (3) Form of Amendment No. 1 to Registration Rights Agreement, executed by the Neptune Entities as of May 15, 1996. SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. May 31, 1996 NEPTUNE PARTNERS-1989A, L.P. By its general partner, Neptune Management Partners, L.P. By its general partner, Neptune Management Company, Inc. Bys/s:Francisco A. Garcia Francisco A. Garcia Chairman of the Board NEPTUNE 1989 INVESTORS LIMITED By its investment manager s/s:Francisco A. Garcia Francisco A. Garcia NEPTUNE 1989C OFFSHORE INVESTORS LIMITED By its investment manager, Neptune Management Partners, L.P. By its general partner, Neptune Management Company, Inc. Bys/s:Francisco A. Garcia Francisco A. Garcia Chairman of the Board s/s:Francisco A. Garcia Francisco A. Garcia s/s:A. Torrey Reade A. Torrey Reade EX-1 2 Exhibit 1 JOINT FILING AGREEMENT FOR SCHEDULE 13D AMENDMENT The undersigned acknowledge and agree that the foregoing Amendment No. 1 to Schedule 13D with respect to the Common Stock, par value $.10 per share, of Key Energy Group, Inc. shall be filed on behalf of each of them and contains the information with respect to each such person (and for which each such person shall be responsible) which would be contained if each such person were filing singly. May 31, 1996 NEPTUNE PARTNERS-1989A, L.P. By its general partner, Neptune Management Partners, L.P. By its general partner, Neptune Management Company, Inc. Bys/s:Francisco A. Garcia Francisco A. Garcia Chairman of the Board NEPTUNE 1989 INVESTORS LIMITED By its investment manager s/s:Francisco A. Garcia Francisco A. Garcia NEPTUNE 1989C OFFSHORE INVESTORS LIMITED By its investment manager, Neptune Management Partners, L.P. By its general partner, Neptune Management Company, Inc. Bys/s:Francisco A. Garcia Francisco A. Garcia Chairman of the Board s/s:Francisco A. Garcia Francisco A. Garcia s/s:A. Torrey Reade A. Torrey Reade EX-3 3 EXHIBIT 3 AMENDMENT NO. 1 to REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT NO. 1 dated April 1996 to REGISTRATION RIGHTS AGREEMENT dated as of March 28, 1996 (the "Agreement") by and among Key Energy Group, Inc., a Maryland corporation ("Key"), and each of the other persons executing a signature page hereto (the "Holders"). WITNESSETH: WHEREAS, capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement; and WHEREAS, the parties hereto have determined that it is necessary and advisable and in their mutual best interests to amend certain provisions of the Agreement. NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree to amend the Agreement as follows: 1. The definition of "Common Shares" in Section 1 of the Agreement is amended by substituting "4,560,463" for "3,697,495" in the first line thereof. 2. The definition of "Warrants" in Section 1 of the Agreement is amended by substituting "569,642" for "469,551" in the first line thereof. 3. The persons executing this Agreement as New Holders on the signature pages hereto shall become parties to the Agreement as of the date hereof and shall be deemed to be Holders for all purposes of the Agreement. 4. Except as specifically amended hereby, the Agreement is hereby ratified and affirmed in its entirety. IN WITNESS WHEREOF, Key and the other parties hereto have caused this Amendment No. 1 to Registration Rights Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. KEY ENERGY GROUP, INC. By: Name: Francis D. John Title: President NEW HOLDERS: W. Philip Marcum Kevin P. Collins Douglas B. Thompson George Konomos NEPTUNE 1989C OFFSHORE INVESTORS LIMITED By: Name: Francisco A. Garcia Title: Rep. of Inv. Mgr. NEPTUNE PARTNERS-1989A,L.P. By: Name: Francisco A. Garcia Title: Rep. of G.P. NEPTUNE 1989 INVESTORS LIMITED By: Name: Francisco A. Garcia Title: Rep. of Inv. Mgr. CUDD & CO. By: Name: Title: ORIGINAL HOLDERS: [signature pages attached] -----END PRIVACY-ENHANCED MESSAGE-----