AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002 REGISTRATION NO. 333-83924 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KEY ENERGY SERVICES, INC. Co-registrants are listed on the following pages. (Exact name of registrant as specified in its charter) MARYLAND 1381 04-2648081 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.) 6 DESTA DRIVE MIDLAND, TEXAS 79705 (915) 620-0300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) FRANCIS D. JOHN 400 SOUTH RIVER ROAD NEW HOPE, PENNSYLVANIA 18938 (215) 862-7900 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- COPIES TO: JACK D. LOFTIS, JR. SAMUEL N. ALLEN KEY ENERGY SERVICES, INC. PORTER & HEDGES, L.L.P. 400 SOUTH RIVER ROAD 700 LOUISIANA, 35TH FLOOR NEW HOPE, PENNSYLVANIA 18938 HOUSTON, TEXAS 77002 (215) 862-7900 (713) 226-0600 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. |_| _________________________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| _______________________ CALCULATION OF REGISTRATION FEE ======================================================================================================================== PROPOSED MAXIMUM TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED PRICE(1) REGISTRATION FEE(3) ------------------------------------------------------------------------------------------------------------------------ Debt Securities(2)........................ Common Stock, par value $.10 per share.... Preferred Stock(2)........................ Warrants(2)............................... Guarantees of Debt Securities (4)......... ======================================================================================================================== Total................................ $500,000,000 $46,000 ======================================================================================================================== (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). The aggregate initial offering price of all securities issued from time to time pursuant to this registration statement will not exceed $500,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. (2) There are being registered hereunder an indeterminate principal amount of Debt Securities, an indeterminate number of shares of Common Stock and Preferred Stock and an indeterminate number of Warrants, including Debt Securities, Common Stock, Preferred Stock and Warrants issuable on conversion, redemption, repurchase, exchange or exercise of the Debt Securities, Preferred Stock or Warrants registered hereunder or pursuant to any applicable antidilution provisions. If any Debt Securities are issued at an original issue discount, then the principal amount of such Debt Securities being registered hereunder shall be such principal amount as shall result in an aggregate initial offering price of up to $500,000,000. (3) Pursuant to Rule 429, this registration statement contains a combined prospectus that relates to the Registrant's Common Stock, Debt Securities, Preferred Stock and Warrants registered on Registration Statement No. 333-67667 on Form S-4 filed by the Registrant on November 20, 1998 (the "Earlier Registration Statement") pursuant to which $17,151,181 remains to be issued. Fees totaling $4,768.00 covering the previously registered securities were paid by the Registrant upon filing the Earlier Registration Statement and, pursuant to Rule 457(p), will be used to offset the registration fees for this registration statement. Fees totaling $40,065 were paid when this registration statement was first filed. The Registrant is paying additional fees in the amount of $1,167.00 as a result of a decrease in the amount of fees from the Earlier Registration Statement that will be used to offset the fees for this registration statement. (4) Pursuant to Rule 457(n), no separate fee for the guarantees is payable. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ TABLE OF ADDITIONAL REGISTRANTS UNDER REGISTRATION STATEMENT ON FORM S-4 The following subsidiaries of Key Energy Services, Inc. are co-registrants under this registration statement for the purpose of providing guarantees, if any, of payments on debt securities registered hereunder: JURISDICTION OF I.R.S. NAME INCORPORATION OR ORGANIZATION IDENTIFICATION ---- ----------------------------- -------------- Brooks Well Servicing, Inc. Delaware 75-2739749 Dawson Production Acquisition Corp. Delaware 52-2022906 Dawson Production Management, Inc. Delaware 76-0525388 Dawson Production Partners, L.P. Texas 76-0525389 Dawson Production Taylor, Inc. Delaware 52-2045563 Kalkaska Oilfield Services, Inc. Michigan 38-3083604 Key Energy Drilling, Inc. Delaware 22-3363468 Key Energy Services -- California, Inc. Delaware 22-3617958 Key Energy Services -- South Texas, Inc. Delaware 22-3594553 Key Four Corners, Inc. Delaware 22-3530274 Key Rocky Mountain, Inc. Delaware 22-3530272 Odessa Exploration Incorporated Delaware 06-1377021 Watson Oilfield Service & Supply, Inc. Delaware 22-3582713 Well-Co Oil Service, Inc. Nevada 75-2513771 WellTech Eastern, Inc. Delaware 38-3283245 WellTech Mid-Continent, Inc. Delaware 73-1532154 Yale E. Key, Inc. Texas 75-1074929 EXPLANATORY NOTE The Registrant is filing this amendment to the registration statement for the sole purpose of paying additional fees as a result of a decrease in the amount of fees from its registration statement on Form S-4 (no. 333-67667) that are being used to offset the filing fee for this registration statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 2-418 of the Maryland General Corporation Law provides that a corporation may indemnify any director made a party to any proceeding against judgments, penalties, fines, settlements and reasonable expenses, unless it is established that (i) the act or omission of the director was material to the matter giving rise to the proceeding and was committed in bad faith or was a result of deliberate dishonesty, (ii) the director actually received an improper personal benefit or (iii) in a criminal proceeding, the director had reasonable cause to believe the act or omission was unlawful. A director may not be indemnified in any proceeding charging improper personal benefit was improperly received and, in a derivative action, there shall not be indemnification if a director has been adjudged liable to the corporation. A director or officer of a corporation who has been successful in the defense of any proceeding shall be indemnified against reasonable costs incurred in such defense. Indemnification may not be made unless authorized for a specific proceeding after determination by the board of directors, special legal counsel or the stockholders that indemnification is permissible because the director has met the requisite standard of conduct. Article Seventh of the Company's Amended and Restated Articles of Incorporation, as amended (the "Charter"), provides that the Company shall indemnify (i) its directors and officers, whether serving the Company or at its request any other entity, to the full extent required or permitted by the Maryland law, including the advance of expenses under the procedures and to the full extent permitted by law and (ii) other employees and agents to such extent permitted by law. The foregoing rights of indemnification are not exclusive of any other rights to which those seeking indemnification may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such By-laws, resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by the Maryland law. Furthermore, no director or officer of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or an officer, except to the extent that exculpation from liability is not permitted under the Maryland law as in effect when such breach occurred. No amendment of the Charter or repeal of any of its provisions shall limit or eliminate the limitations on liability provided to directors and officers with respect to acts or omissions occurring prior to such amendment or repeal. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits EXHIBIT NO. DESCRIPTION ------------ -------------------------------------------------------------- *4.1 -- Form of Senior Indenture *4.2 -- Form of Subordinated Indenture *5.1 -- Opinion of Porter & Hedges, L.L.P. *12.1 -- Statement Regarding Computation of Ratio of Earnings to Fixed Charges 23.1 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1) *23.2 -- Consent of KPMG LLP *24.1 -- Power of Attorney *24.2 -- Power of Attorney for Guarantors +25.1 -- Statement of Eligibility of Trustee on Form T-1 --------------- * Previously filed. + The Company will file as an exhibit to a current report on Form 8-K any Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of the applicable trustee. ITEM 22. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(a) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. II-2 (6) To supply by means of a post-effective amendment all required information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective; provided, however, that where the transaction in which the securities are being offered pursuant to the registration statement under the Securities Act of 1933 would itself qualify for an exemption from Section 5 of the Securities Act of 1933, absent the existence of other similar (prior or subsequent) transactions, a prospectus supplement could be used to furnish the information necessary in connection with such transaction. (7) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. (8) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reoffering by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (9) That every prospectus: (i) that is filed pursuant to paragraph (7) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes if determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (10) To supply means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective, except to the extent the staff of the Commission has stated it is not necessary that the information be supplied by means of a post-effective amendment. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Key Energy Services, Inc. certifies that it has caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Hope, State of Pennsylvania on April 24, 2002. KEY ENERGY SERVICES, INC. By: /s/ FRANCIS D. JOHN ----------------------------------- Francis D. John, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURES TITLE DATE --------------------------------- --------------------------------- ------------- FRANCIS D. JOHN* Chairman of the Board, President April 24, 2002 --------------------------------- and Chief Executive Officer Francis D. John (Principal Executive Officer) DAVID J. BREAZZANO* Director April 24, 2002 --------------------------------- David J. Breazzano KEVIN P. COLLINS* Director April 24, 2002 --------------------------------- Kevin P. Collins WILLIAM D. FERTIG* Director April 24, 2002 --------------------------------- William D. Fertig W. PHILLIP MARCUM* Director April 24, 2002 --------------------------------- W. Phillip Marcum J. ROBINSON WEST* Director April 24, 2002 --------------------------------- J. Robinson West MORTON WOLKOWITZ* Director April 24, 2002 --------------------------------- Morton Wolkowitz ROYCE W. MITCHELL* Chief Financial Officer and April 24, 2002 --------------------------------- Chief Accounting Officer Royce W. Mitchell *By: /s/ JACK D. LOFTIS, JR. ------------------------------ Jack D. Loftis, Jr. Attorney-in-Fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, each Guarantor certifies that it has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Hope, State of Pennsylvania on April 24, 2002. BROOKS WELL SERVICING, INC., DAWSON PRODUCTION ACQUISITION CORP., DAWSON PRODUCTION MANAGEMENT, INC., DAWSON PRODUCTION TAYLOR, INC., KALKASKA OILFIELD SERVICES, INC., KEY ENERGY DRILLING, INC., KEY ENERGY SERVICES -- CALIFORNIA, INC., KEY ENERGY SERVICES -- SOUTH TEXAS, INC., KEY FOUR CORNERS, INC., KEY ROCKY MOUNTAIN, INC., ODESSA EXPLORATION INCORPORATED, WATSON OILFIELD SERVICE & SUPPLY, INC., WELL-CO OIL SERVICE, INC., WELLTECH EASTERN, INC., WELLTECH MID-CONTINENT, INC., AND YALE E. KEY, INC. By: /s/ JACK D. LOFTIS, JR. ----------------------------------------- Jack D. Loftis, Jr., Vice President DAWSON PRODUCTION PARTNERS, L.P. By: DAWSON PRODUCTION MANAGEMENT, INC. ----------------------------------------- AS SOLE GENERAL PARTNER By: /s/ JACK D. LOFTIS, JR. ----------------------------------------- Jack D. Loftis, Jr., Vice President Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. BROOKS WELL SERVICING, INC. JOE EUSTACE* President (Principal Executive April 24, 2002 ---------------------------- Officer) Joe Eustace FRANCIS D. JOHN* Director April 24, 2002 ---------------------------- Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ---------------------------- Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 ---------------------------- (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. ---------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. DAWSON PRODUCTION ACQUISITION CORP. President and Director (Principal April 24, 2002 JOAN L. DOBRZYNSKI* Executive Officer) ------------------------------------ Joan L. Dobrzynski VICTORIA L. GARRETT* Director April 24, 2002 ------------------------------------ Victoria L. Garrett FRANCIS B. JACOBS, II* Vice President, Treasurer and April 24, 2002 ------------------------------------ Director (Principal Accounting Francis B. Jacobs, II Officer) ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ------------------------------------ Financial Officer) Royce W. Mitchell *By: /s/ JACK D. LOFTIS, JR. ------------------------------------ Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. DAWSON PRODUCTION MANAGEMENT, INC. FRANCIS D. JOHN* President and Director (Principal April 24, 2002 -------------------------- Executive Officer) Francis D. John ROYCE W. MITCHELL* Vice President and Treasurer April 24, 2002 -------------------------- (Principal Financial Officer and Royce W. Mitchell Principal Accounting Officer) *By: /s/ JACK D. LOFTIS, JR. -------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. DAWSON PRODUCTION PARTNERS, L.P. BY: DAWSON PRODUCTION MANAGEMENT, INC. AS SOLE GENERAL PARTNER FRANCIS D. JOHN* President and Director (Principal April 24, 2002 -------------------------- Executive Officer) Francis D. John ROYCE W. MITCHELL* Vice President and Treasurer April 24, 2002 -------------------------- (Principal Financial Officer and Royce W. Mitchell Principal Accounting Officer) *By: /s/ JACK D. LOFTIS, JR. -------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. DAWSON PRODUCTION TAYLOR, INC. President and Director (Principal April 24, 2002 JOAN L. DOBRZYNSKI* Executive Officer) ------------------------------ Joan L. Dobrzynski VICTORIA L. GARRETT* Director April 24, 2002 ------------------------------ Victoria L. Garrett FRANCIS B. JACOBS, II* Vice President, Treasurer and April 24, 2002 ------------------------------ Director (Principal Accounting Francis B. Jacobs, II Officer) ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ------------------------------ Financial Officer) Royce W. Mitchell *By: /s/ JACK D. LOFTIS, JR. ------------------------------ Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. KALKASKA OILFIELD SERVICES, INC. PHIL ALTMAN* President (Principal Executive April 24, 2002 ------------------------------ Officer) Phil Altman FRANCIS D. JOHN* Director April 24, 2002 ------------------------------ Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ------------------------------ Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 ------------------------------ (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. ------------------------------ Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. KEY ENERGY DRILLING, INC. STEVEN A. RICHARDS* President (Principal Executive April 24, 2002 ------------------------------ Officer) Steven A. Richards FRANCIS D. JOHN* Director April 24, 2002 ------------------------------ Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ------------------------------ Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 ------------------------------ (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. ------------------------------ Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. KEY ENERGY SERVICES -- CALIFORNIA, INC. JAMES D. FLYNT* President (Principal April 24, 2002 ---------------------------- Executive Officer) James D. Flynt FRANCIS D. JOHN* Director April 24, 2002 ---------------------------- Francis D. John ROYCE W. MITCHELL* Vice President April 24, 2002 ---------------------------- (Principal Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 ---------------------------- (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. ---------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. KEY ENERGY SERVICES -- SOUTH TEXAS, INC. JOE EUSTACE* President (Principal Executive April 24, 2002 -------------------------- Officer) Joe Eustace FRANCIS D. JOHN* Director April 24, 2002 -------------------------- Francis D. John ROYCE W. MITCHELL* Vice President April 24, 2002 -------------------------- (Principal Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 -------------------------- (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. -------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. KEY FOUR CORNERS, INC. RON FELLABAUM* President (Principal April 24, 2002 --------------------------- Executive Officer Ron Fellabaum FRANCIS D. JOHN* Director April 24, 2002 --------------------------- Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 --------------------------- Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 --------------------------- (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. --------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. KEY ROCKY MOUNTAIN, INC. JACK HARTNETT* President (Principal Executive April 24, 2002 ------------------------- Officer) Jack Hartnett FRANCIS D. JOHN* Director April 24, 2002 ------------------------- Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ------------------------- Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 ------------------------- (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. ------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. ODESSA EXPLORATION INCORPORATED BRUCE LOWE* President April 24, 2002 ---------------------------- and Treasurer (Principal Bruce Lowe Executive Officer and Principal Accounting Officer) FRANCIS D. JOHN* Director April 24, 2002 ---------------------------- Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ---------------------------- Financial Officer) Royce W. Mitchell *By: /s/ JACK D. LOFTIS, JR. ---------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. WATSON OILFIELD SERVICE & SUPPLY, INC. JACK HARTNETT* President (Principal Executive April 24, 2002 --------------------------- Officer) Jack Hartnett FRANCIS D. JOHN* Director April 24, 2002 --------------------------- Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 --------------------------- Financial Officer) and Director Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 --------------------------- (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. --------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. WELL-CO OIL SERVICE, INC. JAMES J. BYERLOTZER* President (Principal Executive April 24, 2002 --------------------------- Officer) James J. Byerlotzer FRANCIS D. JOHN* Director April 24, 2002 --------------------------- Francis D. John ROYCE W.MITCHELL* Vice President (Principal April 24, 2002 --------------------------- Financial Officer) Royce W. Mitchell MATT SIMMONS* Treasurer (Principal Accounting April 24, 2002 --------------------------- Officer) Matt Simmons *By: /s/ JACK D. LOFTIS, JR. --------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. WELLTECH EASTERN, INC. MICHAEL R. FURROW* President (Principal Executive April 24, 2002 ------------------------- Officer) Michael R. Furrow FRANCIS D. JOHN* Director April 24, 2002 ------------------------- Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ------------------------- Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 ------------------------- (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. ------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. WELLTECH MID-CONTINENT, INC. MICHAEL R. FURROW* President (Principal Executive April 24, 2002 --------------------------- Officer) Michael R. Furrow FRANCIS D. JOHN* Director April 24, 2002 --------------------------- Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 --------------------------- Financial Officer) Royce W. Mitchell JAMES BURGE* Treasurer (Principal Accounting April 24, 2002 --------------------------- Officer) James Burge *By: /s/ JACK D. LOFTIS, JR. --------------------------- Jack D. Loftis, Jr. Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement on Form S-4 has been signed below by the following persons in the capacities and on the dates indicated. YALE E. KEY, INC. TOMMY PIPES* President (Principal Executive April 24, 2002 ------------------------- Officer) Tommy Pipes FRANCIS D. JOHN* Director April 24, 2002 ------------------------- Francis D. John ROYCE W. MITCHELL* Vice President (Principal April 24, 2002 ------------------------- Financial Officer) Royce W. Mitchell PHILLIP M. BURCH* Vice President and Treasurer April 24, 2002 ------------------------- (Principal Accounting Officer) Phillip M. Burch *By: /s/ JACK D. LOFTIS, JR. ------------------------- Jack D. Loftis, Jr. Attorney-in-Fact EXHIBITS EXHIBIT NO. DESCRIPTION ------------ ------------------------------------------------------------- *4.1 -- Form of Senior Indenture *4.2 -- Form of Subordinated Indenture *5.1 -- Opinion of Porter & Hedges, L.L.P. *12.1 -- Statement Regarding Computation of Ratio of Earnings to Fixed Charges 23.1 -- Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1) *23.2 -- Consent of KPMG LLP *24.1 -- Power of Attorney *24.2 -- Power of Attorney for Guarantors +25.1 -- Statement of Eligibility of Trustee on Form T-1 ------------------------- * Previously filed. + The Company will file as an exhibit to a current report on Form 8-K any Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended, of the applicable trustee.