KEYCORP
15-12G, 1994-03-02
NATIONAL COMMERCIAL BANKS
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM 15

 Certification and Notice of Termination of Registration under Section 12(g) of
   the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
      Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                                      Commission File Number       0-850        
                                                             ------------------
                                 KeyCorp                                 
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        One KeyCorp Plaza, Albany, New York 12201      (518) 486-8500    
        -------------------------------------------------------------- 
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)


             Rights distributed to holders of KeyCorp Common Stock
        pursuant to the KeyCorp Rights Agreement, dated October 2, 1993.
 10% Cumulative Preferred Stock, Class A, of the par value of $5.00 per share.
                               Depositary Shares.
                Common Shares, par value $5.00 per share.*                     
            --------------------------------------------------------
            (Title of each class of securities covered by this Form)


                                      None                               
          -----------------------------------------------------------
          (Titles of all other classes of securities for which a duty
             to file reports under section 13(a) or 15(d) remains)

       Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

            Rule 12g-4(a)(1)(i)  [X]        Rule 12h-3(b)(1)(ii)  [ ]
           Rule 12g-4(a)(1)(ii)  [ ]         Rule 12h-3(b)(2)(i)  [ ]
            Rule 12g-4(a)(2)(i)  [ ]        Rule 12h-3(b)(2)(ii)  [ ]
           Rule 12g-4(a)(2)(ii)  [ ]                  Rule 15d-6  [ ]
            Rule 12h-3(b)(1)(i)  [X]


       Approximate number of holders of record as of the certification or
notice date:

                                  Zero                                   
          ----------------------------------------------------------
       
       Pursuant to the requirements of the Securities Exchange Act of 1934,
KeyCorp has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.

                                         /s/ Carter B. Chase
DATE:  March 2, 1994            By:.........................................
       --------------------        Carter B. Chase, Executive Vice President
                                    and General Counsel

Instruction:  This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.  The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.
<PAGE>   2
        *On March 1, 1994, KeyCorp, a New York corporation ("Old KeyCorp")
merged into and with Society Corporation, an Ohio corporation ("Society"), with
Society as the surviving corporation of the merger as an Ohio corporation but
renamed "KeyCorp" ("New KeyCorp"). The securities deregistered pursuant to this
Form 15 are the securities of Old KeyCorp.




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