<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): April 8, 1999

                            KEY ENERGY SERVICES, INC.
               (Exact Name of Registrant as Specified in Charter)

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


Two Tower Center, 20th Floor, East Brunswick, New Jersey                08816
       (Address of Principal Executive Offices)                       (Zip Code)

       Registrant's telephone number, including area code: (732) 247-4822

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


ITEM 5.        OTHER EVENTS.

          (a)  COMMON STOCK OFFERING.

          PRESS RELEASE. On April 8, 1999, Key Energy Services, Inc. (the
"Registrant") issued a press release (the "Press Release") announcing, among
other things, that it had initiated a recapitalization plan. In connection with
the recapitalization plan, the Registrant announced that it intends to commence
an underwritten offering of $150 million of common stock (the "Offering"), and
two institutional investors have agreed, subject to documentation, to purchase
up to $60 million of common stock in the Offering. The net proceeds of the
Offering will be used to repay outstanding senior indebtedness and provide
additional working capital.

          Since the date of the Press Release, the Registrant has increased the
size of the Offering to $175 million. In connection with the Offering, the
Registrant has filed a preliminary prospectus supplement which contains revised
financial estimates based on preliminary interim financial data. The Registrant
estimates that the net loss for the quarter ended March 31, 1999 will be between
<PAGE>
$1.05 and $1.10 per diluted share, excluding non-recurring pretax charges of
approximately $19 million to $20 million consisting primarily of a write-off of
bridge financing fees, unusual bad debt losses, office lease accruals and
employee terminations, which the Registrant does not expect to recur in the
fiscal fourth quarter. Based on these assumptions, the estimated EBITDA for the
fiscal quarter ended March 31, 1999 will be in a range of $10 million to $11
million, excluding approximately $13 million to $15 million of similar
non-recurring pretax charges.

          PURCHASE AGREEMENT WITH CERTAIN INVESTORS. In connection with the
Offering, the Registrant has entered into a purchase agreement, dated April 15,
1999 (the "Purchase Agreement"), with Green-Cohn Group, LLC, ZPG Securities
L.L.C. and DFG Corporation (collectively, the "Purchasers"). The Purchase
Agreement provides, among other things, that subject to delivery of a final
prospectus to the Purchasers, the Purchasers shall purchase directly from the
Registrant $10 million in the aggregate of the Registrant's common stock, par
value $.10 per share (the "Common Stock"). The Purchasers' obligation to
purchase the Common Stock is conditioned upon the simultaneous closing of the
Offering with gross proceeds therefrom of at least $90 million. Pursuant to the
Purchase Agreement, the per share price paid by the Purchasers will be the same
price paid by the underwriters in the Offering.

          COMMITMENT LETTER WITH PNC INVESTMENT CORP. The Registrant has also
entered into a purchase commitment letter, dated April 15, 1999 (the "Commitment
Letter"), with PNC Investment Corp. ("PNC"), an affiliate of PNC Bank, N.A., the
senior lender under the Registrant's senior credit facility. The Commitment
Letter provides, among other things, that if the gross proceeds to the
Registrant from the Offering and the sale of Common Stock to the Purchasers
discussed in the preceding paragraph total at least $100 million in the
aggregate, PNC will, if requested by the Registrant, purchase up to $50 million
in Common Stock (the "Committed Amount"). PNC's obligation to purchase up to $50
million of Common Stock shall be reduced by an amount and to the extent that the
gross proceeds from the Offering and from the sale of Common Stock to the
Purchasers, in the aggregate, exceed $125 million, but PNC will have the option
(the "Optional Investment") to purchase additional Common Stock to increase its
total investment under the Commitment Letter to the full $50 million. PNC shall
have the right to the Optional Investment subject to the limitation that gross
proceeds from the Offering, the sale of Common Stock to the Purchasers, and
sales to PNC under the Commitment Letter do not result in aggregate gross
proceeds to the Registrant in excess of $200 million.

          The per share price for the Common Stock purchased by PNC shall be at
a discount ranging from 1.0% to 5.0% from the price paid by the public in the
Offering depending on the amount of Common Stock purchased by PNC pursuant to
the Commitment Letter. Due to certain regulatory constraints, PNC is prohibited
from owning 5.0% or more of the outstanding voting stock, or 25.0% or more of
the total equity, of any non-financial institution such as the Registrant. If
PNC is obligated or elects to purchase a number of shares that would result in
PNC and its affiliates owning in excess of 4.9999% of the outstanding Common
Stock in the aggregate, the Registrant shall issue to PNC such number of shares

                                        2
<PAGE>
of a new class of non-voting common stock (the "Non-Voting Common Stock")
covering the amount in excess of 4.9999% so purchased. Other than voting rights,
the Non-Voting Common Stock will have the same characteristics as the Common
Stock and each share of Non-Voting Common Stock will convert into one share of
Common Stock upon resale by PNC.

          FEE LETTER WITH PNC CAPITAL MARKETS, INC. The Registrant and PNC
Capital Markets, Inc. ("PNC Capital") have entered into a letter agreement,
dated as of April 15, 1999 (the "Fee Letter"), which provides that if the
Offering and the sale of Common Stock to the Purchasers results in aggregate
gross proceeds to the Registrant of at least $100 million, then the Registrant
shall pay a fee of $2.5 million (the "Services Fee") to PNC Capital as
compensation for certain financial advisory services previously provided to the
Registrant. The Services Fee is payable in cash or Common Stock at the election
of the Registrant. To the extent the Services Fee is paid in Common Stock, the
same ownership restrictions applicable to PNC under the Commitment Letter apply
to PNC Capital and its affiliates and the Registrant is obligated to issue
Non-Voting Common Stock to comply with such regulatory constraints. The Fee
Letter also provides that in the event that aggregate gross proceeds to the
Registrant are at least $125 million, the Registrant shall issue to PNC Capital
warrants to purchase 750,000 shares of Common Stock at the price to the public
in the Offering.

          (b)  AMENDMENTS TO SENIOR CREDIT FACILITY.

          The Press Release also announced that the Registrant, PNC Bank, N.A.,
as Administrative Agent, Norwest Bank Texas, N.A., as Collateral Agent, PNC
Capital Markets, Inc., as Arranger and other lenders to the Registrant's senior
credit facility executed the third amendment, dated as of April 8, 1999 (the
"Third Amendment"), to the Registrant's Second Amended and Restated Credit
Agreement (the "Senior Credit Facility"). The Third Amendment provides, among
other things, for certain changes and additions to the definitions in the Senior
Credit Facility, amendments to the terms of mandatory prepayments and commitment
reductions, and amendments to the covenants concerning the financial condition
of the Registrant. In addition, the Third Amendment provides for an increase of
75 basis points to the applicable margins on amounts outstanding under the
Senior Credit Facility.

          The Registrant and the parties to the Senior Credit Facility have also
executed a fourth amendment (the "Fourth Amendment") to the Senior Credit
Facility, dated as of April 15, 1999. The Fourth Amendment provides, among other
things, for additional changes and additions to the definitions in the Senior
Credit Facility, amendments to the terms of mandatory prepayments and commitment
reductions, and amendments to the covenants concerning the financial condition
of the Registrant.

          The descriptions of the Press Release, the Purchase Agreement, the
Commitment Letter, the Fee Letter, the Third Amendment and the Fourth Amendment
do not purport to be complete, and are qualified in their entirety by reference
to such documents, which are filed as exhibits to this Form 8-K and are
incorporated by reference.

                                        3
<PAGE>
          The statements made in this Current Report on Form 8-K that are not
statements of historical fact are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "estimate," "anticipate," "believe," or similar terminology.
The forward-looking statements include expectations concerning market position,
future operations, margins, profitability, liquidity and capital resources, and
the integration into our business of the operations we have acquired. Although
the Registrant believes that the expectations in such statements are reasonable,
the Registrant cannot give any assurance that those expectations will be
correct. The Registrant cautions you not place undue reliance on these forward-
looking statements. The operations of the Registrant are subject to several
uncertainties, risks and other influences, many of which are outside its control
and any of which could materially affect the Registrant's results of operations
and ultimately prove the statements the Registrant makes to be inaccurate.


ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

          (c)  NO.       EXHIBIT

               99.1      Press Release, issued by the Registrant on April 8,
                         1999.

               99.2      Purchase Agreement, among the Registrant, Green-Cohn
                         Group, LLC, ZPG Securities L.L.C. and DFG Corporation,
                         dated as of April 15, 1999.

               99.3      Commitment Letter, between the Registrant and PNC
                         Investment Corp., dated April 15, 1999.

               99.4      Fee letter, between the Registrant and PNC Capital
                         Markets, Inc., dated April 15, 1999.

               99.5      Third Amendment, dated as of April 8, 1999, to the
                         Second Amended and Restated Credit Agreement, among the
                         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.

               99.6      Fourth Amendment, dated as of April 15, 1999, to the
                         Second Amended and Restated Credit Agreement, among the
                         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.

                                        4
<PAGE>
          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.

                                        KEY ENERGY SERVICES, INC.


Date:    April 20, 1999                 By:  /s/ Francis D. John
                                             ---------------------------------
                                             Francis D. John
                                             Chairman, President and
                                             Chief Executive Officer

                                        5
<PAGE>
                                  EXHIBIT INDEX

          NO.            EXHIBIT

          99.1*          Press Release, issued by the Registrant on April 8,
                         1999.

          99.2*          Purchase Agreement, among the Registrant, Green-Cohn
                         Group, LLC, ZPG Securities L.L.C. and DFG Corporation,
                         dated as of April 15, 1999.

          99.3*          Commitment Letter, between the Registrant and PNC
                         Investment Corp., dated April 15, 1999.

          99.4*          Fee letter, between the Registrant and PNC Capital
                         Markets, Inc., dated April 15, 1999.

          99.5*          Third Amendment, dated as of April 8, 1999, to the
                         Second Amended and Restated Credit Agreement, among
                         the 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.

          99.6*          Fourth Amendment, dated as of April 15, 1999, to the
                         Second Amended and Restated Credit Agreement, among
                         the 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.

---------------

*    Filed herewith.

                                        6
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SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): April 8, 1999

                            KEY ENERGY SERVICES, INC.
               (Exact Name of Registrant as Specified in Charter)

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

Two Tower Center, 20th Floor, East Brunswick, New Jersey                08816
       (Address of Principal Executive Offices)                       (Zip Code)

       Registrant's telephone number, including area code: (732) 247-4822

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

ITEM 5.        OTHER EVENTS.

          (a)  COMMON STOCK OFFERING.

          PRESS RELEASE. On April 8, 1999, Key Energy Services, Inc. (the
"Registrant") issued a press release (the "Press Release") announcing, among
other things, that it had initiated a recapitalization plan. In connection with
the recapitalization plan, the Registrant announced that it intends to commence
an underwritten offering of $150 million of common stock (the "Offering"), and
two institutional investors have agreed, subject to documentation, to purchase
up to $60 million of common stock in the Offering. The net proceeds of the
Offering will be used to repay outstanding senior indebtedness and provide
additional working capital.

          Since the date of the Press Release, the Registrant has increased the
size of the Offering to $175 million. In connection with the Offering, the
Registrant has filed a preliminary prospectus supplement which contains revised
financial estimates based on preliminary interim financial data. The Registrant
estimates that the net loss for the quarter ended March 31, 1999 will be between
$1.05 and $1.10 per diluted share, excluding non-recurring pretax charges of
approximately $19 million to $20 million consisting primarily of a write-off of
bridge financing fees, unusual bad debt losses, office lease accruals and
employee terminations, which the Registrant does not expect to recur in the
fiscal fourth quarter. Based on these assumptions, the estimated EBITDA for the
fiscal quarter ended March 31, 1999 will be in a range of $10 million to $11
million, excluding approximately $13 million to $15 million of similar
non-recurring pretax charges.

          PURCHASE AGREEMENT WITH CERTAIN INVESTORS. In connection with the
Offering, the Registrant has entered into a purchase agreement, dated April 15,
1999 (the "Purchase Agreement"), with Green-Cohn Group, LLC, ZPG Securities
L.L.C. and DFG Corporation (collectively, the "Purchasers"). The Purchase
Agreement provides, among other things, that subject to delivery of a final
prospectus to the Purchasers, the Purchasers shall purchase directly from the
Registrant $10 million in the aggregate of the Registrant's common stock, par
value $.10 per share (the "Common Stock"). The Purchasers' obligation to
purchase the Common Stock is conditioned upon the simultaneous closing of the
Offering with gross proceeds therefrom of at least $90 million. Pursuant to the
Purchase Agreement, the per share price paid by the Purchasers will be the same
price paid by the underwriters in the Offering.

          COMMITMENT LETTER WITH PNC INVESTMENT CORP. The Registrant has also
entered into a purchase commitment letter, dated April 15, 1999 (the "Commitment
Letter"), with PNC Investment Corp. ("PNC"), an affiliate of PNC Bank, N.A., the
senior lender under the Registrant's senior credit facility. The Commitment
Letter provides, among other things, that if the gross proceeds to the
Registrant from the Offering and the sale of Common Stock to the Purchasers
discussed in the preceding paragraph total at least $100 million in the
aggregate, PNC will, if requested by the Registrant, purchase up to $50 million
in Common Stock (the "Committed Amount"). PNC's obligation to purchase up to $50
million of Common Stock shall be reduced by an amount and to the extent that the
gross proceeds from the Offering and from the sale of Common Stock to the
Purchasers, in the aggregate, exceed $125 million, but PNC will have the option
(the "Optional Investment") to purchase additional Common Stock to increase its
total investment under the Commitment Letter to the full $50 million. PNC shall
have the right to the Optional Investment subject to the limitation that gross
proceeds from the Offering, the sale of Common Stock to the Purchasers, and
sales to PNC under the Commitment Letter do not result in aggregate gross
proceeds to the Registrant in excess of $200 million.

          The per share price for the Common Stock purchased by PNC shall be at
a discount ranging from 1.0% to 5.0% from the price paid by the public in the
Offering depending on the amount of Common Stock purchased by PNC pursuant to
the Commitment Letter. Due to certain regulatory constraints, PNC is prohibited
from owning 5.0% or more of the outstanding voting stock, or 25.0% or more of
the total equity, of any non-financial institution such as the Registrant. If
PNC is obligated or elects to purchase a number of shares that would result in
PNC and its affiliates owning in excess of 4.9999% of the outstanding Common
Stock in the aggregate, the Registrant shall issue to PNC such number of shares

                                        2
of a new class of non-voting common stock (the "Non-Voting Common Stock")
covering the amount in excess of 4.9999% so purchased. Other than voting rights,
the Non-Voting Common Stock will have the same characteristics as the Common
Stock and each share of Non-Voting Common Stock will convert into one share of
Common Stock upon resale by PNC.

          FEE LETTER WITH PNC CAPITAL MARKETS, INC. The Registrant and PNC
Capital Markets, Inc. ("PNC Capital") have entered into a letter agreement,
dated as of April 15, 1999 (the "Fee Letter"), which provides that if the
Offering and the sale of Common Stock to the Purchasers results in aggregate
gross proceeds to the Registrant of at least $100 million, then the Registrant
shall pay a fee of $2.5 million (the "Services Fee") to PNC Capital as
compensation for certain financial advisory services previously provided to the
Registrant. The Services Fee is payable in cash or Common Stock at the election
of the Registrant. To the extent the Services Fee is paid in Common Stock, the
same ownership restrictions applicable to PNC under the Commitment Letter apply
to PNC Capital and its affiliates and the Registrant is obligated to issue
Non-Voting Common Stock to comply with such regulatory constraints. The Fee
Letter also provides that in the event that aggregate gross proceeds to the
Registrant are at least $125 million, the Registrant shall issue to PNC Capital
warrants to purchase 750,000 shares of Common Stock at the price to the public
in the Offering.

          (b)  AMENDMENTS TO SENIOR CREDIT FACILITY.

          The Press Release also announced that the Registrant, PNC Bank, N.A.,
as Administrative Agent, Norwest Bank Texas, N.A., as Collateral Agent, PNC
Capital Markets, Inc., as Arranger and other lenders to the Registrant's senior
credit facility executed the third amendment, dated as of April 8, 1999 (the
"Third Amendment"), to the Registrant's Second Amended and Restated Credit
Agreement (the "Senior Credit Facility"). The Third Amendment provides, among
other things, for certain changes and additions to the definitions in the Senior
Credit Facility, amendments to the terms of mandatory prepayments and commitment
reductions, and amendments to the covenants concerning the financial condition
of the Registrant. In addition, the Third Amendment provides for an increase of
75 basis points to the applicable margins on amounts outstanding under the
Senior Credit Facility.

          The Registrant and the parties to the Senior Credit Facility have also
executed a fourth amendment (the "Fourth Amendment") to the Senior Credit
Facility, dated as of April 15, 1999. The Fourth Amendment provides, among other
things, for additional changes and additions to the definitions in the Senior
Credit Facility, amendments to the terms of mandatory prepayments and commitment
reductions, and amendments to the covenants concerning the financial condition
of the Registrant.

          The descriptions of the Press Release, the Purchase Agreement, the
Commitment Letter, the Fee Letter, the Third Amendment and the Fourth Amendment
do not purport to be complete, and are qualified in their entirety by reference
to such documents, which are filed as exhibits to this Form 8-K and are
incorporated by reference.

                                        3
The statements made in this Current Report on Form 8-K that are not
statements of historical fact are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "intend," "estimate," "anticipate," "believe," or similar terminology.
The forward-looking statements include expectations concerning market position,
future operations, margins, profitability, liquidity and capital resources, and
the integration into our business of the operations we have acquired. Although
the Registrant believes that the expectations in such statements are reasonable,
the Registrant cannot give any assurance that those expectations will be
correct. The Registrant cautions you not place undue reliance on these forward-
looking statements. The operations of the Registrant are subject to several
uncertainties, risks and other influences, many of which are outside its control
and any of which could materially affect the Registrant's results of operations
and ultimately prove the statements the Registrant makes to be inaccurate.

ITEM 7.        FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

          (c)  NO.       EXHIBIT

               99.1      Press Release, issued by the Registrant on April 8,
                         1999.

               99.2      Purchase Agreement, among the Registrant, Green-Cohn
                         Group, LLC, ZPG Securities L.L.C. and DFG Corporation,
                         dated as of April 15, 1999.

               99.3      Commitment Letter, between the Registrant and PNC
                         Investment Corp., dated April 15, 1999.

               99.4      Fee letter, between the Registrant and PNC Capital
                         Markets, Inc., dated April 15, 1999.

               99.5      Third Amendment, dated as of April 8, 1999, to the
                         Second Amended and Restated Credit Agreement, among the
                         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.

               99.6      Fourth Amendment, dated as of April 15, 1999, to the
                         Second Amended and Restated Credit Agreement, among the
                         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.

                                        4
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.

                                        KEY ENERGY SERVICES, INC.

Date:    April 20, 1999                 By:  /s/ Francis D. John
                                             ---------------------------------
                                             Francis D. John
                                             Chairman, President and
                                             Chief Executive Officer

                                        5
EXHIBIT INDEX

          NO.            EXHIBIT

          99.1*          Press Release, issued by the Registrant on April 8,
                         1999.

          99.2*          Purchase Agreement, among the Registrant, Green-Cohn
                         Group, LLC, ZPG Securities L.L.C. and DFG Corporation,
                         dated as of April 15, 1999.

          99.3*          Commitment Letter, between the Registrant and PNC
                         Investment Corp., dated April 15, 1999.

          99.4*          Fee letter, between the Registrant and PNC Capital
                         Markets, Inc., dated April 15, 1999.

          99.5*          Third Amendment, dated as of April 8, 1999, to the
                         Second Amended and Restated Credit Agreement, among
                         the 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.

          99.6*          Fourth Amendment, dated as of April 15, 1999, to the
                         Second Amended and Restated Credit Agreement, among
                         the 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.

---------------

*    Filed herewith.

                                        6