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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KEYCORP
__________________________________________________________
(Name of Issuer)
Common Shares, par value $5.00 per share
_________________________________________
(Title of Class of Securities)
493 263 107
-----------------------------
(CUSIP Number)
Thomas C. Stevens, 1100 National City Bank Building
Cleveland, Ohio 44114 (216) 566-5500
___________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 1, 1994
_______________________________________________________
(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-1(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 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
On March 1, 1994, the merger of KeyCorp, a New York
corporation ("Old KeyCorp"), and Society Corporation, an Ohio corporation
("Society"), was consummated (the "Merger"). Society, the surviving
corporation of the Merger, was renamed "KeyCorp" upon effectiveness of the
Merger. This Amendment No. 2 to Society's Schedule 13D relates to the Common
Shares, par value $5.00 per share of Old KeyCorp ("Old KeyCorp Common Stock").
Pursuant to the Stock Option Agreement, dated as of October 2, 1993, and filed
as Exhibit 1 to Society's Schedule 13D (the "Stock Option Agreement"), Old
KeyCorp granted to Society an option to purchase up to 20,229,509 shares of Old
KeyCorp Common Stock. At the effective time of the Merger, the Stock Option
Agreement was terminated in accordance with its terms, thereby eliminating
Society's beneficial interest in the aforementioned shares of Old KeyCorp
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
On March 1, 1994, upon consummation of the Merger,
the Stock Option Agreement was terminated in accordance with its terms.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete, and correct.
Dated: March 4, 1994 KeyCorp (formerly Society
Corporation)
By: /s/ Carter B. Chase
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Carter B. Chase, Executive
Vice President and General
Counsel
