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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. 1)*
KEYCORP
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(Name of Issuer)
Common Shares, par value $5.00 per share
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(Title of Class of Securities)
493 263 107
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(CUSIP Number)
Thomas C. Stevens, 1100 National City Bank Building
Cleveland, Ohio 44114 (216) 566-5500
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 22, 1993
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(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 7. Materials to Be Filed as Exhibits.
The following are filed as Appendices or Exhibits to
this Schedule 13D:
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Appendix I. Information Relating to Executive
Officers and Directors of Society
Corporation
Appendix II. Information Relating to Beneficial
Ownership of KeyCorp Common Stock by
Executive Officers and Directors of
Society Corporation
Exhibit 1. KeyCorp Stock Option Agreement, dated
as of October 2, 1993, between KeyCorp
and Society Corporation
Exhibit 2. Society Corporation Stock Option
Agreement, dated as of October 2, 1993,
between KeyCorp and Society Corporation
Exhibit 3. Shareholder Rights Protection
Agreement, dated as of October 1, 1993,
between KeyCorp and Key Trust Company,
as rights agent
Exhibit 4. Third Amendment to Rights Agreement,
dated as of October 1, 1993, between
Society Corporation and Society
National Bank, as rights agent
Exhibit 5. Agreement and Plan of Merger, dated as
of October 1, 1993, between KeyCorp and
Society Corporation
Exhibit 6. Exhibit I to Agreement and Plan of
Merger: Articles of Incorporation of
the Surviving Corporation
Exhibit 7. Exhibit II to Agreement and Plan of
Merger: Regulations of the Surviving
Corporation
Exhibit 8. Supplemental Agreement to Agreement and
Plan of Merger, dated as of October 1,
1993 between KeyCorp and Society
Corporation
Exhibit 9. Exhibits V(A) and V(B) to the
Supplemental Agreement: Forms of
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Agreements of Affiliates of KeyCorp and
Society
Exhibit 10. First Amendment to Agreement and Plan
of Merger and Supplemental Agreement to
Agreement and Plan of Merger
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Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
amendment is true, complete, and correct.
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Dated: January 4, 1994 SOCIETY CORPORATION
By: /s/ Lawrence J. Carlini
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Lawrence J. Carlini, General
Counsel and Secretary
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EXHIBIT INDEX
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Sequential
Designation Title Page No.
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Appendix I. Information Relating to Executive
Officers and Directors of Society
Corporation
Appendix II. Information Relating to Beneficial
Ownership of KeyCorp Common Stock
by Executive Officers and Directors
of Society Corporation
Exhibit 1. KeyCorp Corporation Stock Option
Agreement, dated as of October 2,
1993, between KeyCorp and Society
Corporation
Exhibit 2. Society Corporation Stock Option
Agreement, dated as of October 2,
1993, between KeyCorp and Society
Corporation
Exhibit 3. Shareholder Rights Protection Agreement,
dated as of October 1, 1993, between
KeyCorp and Key Trust Company, as
rights agent
Exhibit 4. Third Amendment to Rights Agreement,
dated as of October 1, 1993, between
Society and Society National Bank,
as rights agent
Exhibit 5. Agreement and Plan of Merger, dated as
of October 1, 1993, between KeyCorp and
Society Corporation
Exhibit 6. Exhibit I to Agreement and Plan of Merger:
Articles of Incorporation of the Surviving
Corporation
Exhibit 7. Exhibit II to Agreement and Plan of Merger:
Regulations of the Surviving Corporation
Exhibit 8. Supplemental Agreement to Agreement
and Plan of Merger, dated as of October 1,
1993, between KeyCorp and Society
Corporation
Exhibit 9. Exhibit V(A) and V(B) to the
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Supplemental Agreement: Forms of
Agreements of Affiliates of KeyCorp
and Society
Exhibit 10. First Amendment to Agreement and Plan
of Merger and Supplemental Agreement to
Agreement and Plan of Merger, dated as of
December 22, 1993, between KeyCorp and
Society Corporation
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Appendix I
INFORMATION RELATING TO
EXECUTIVE OFFICERS AND DIRECTORS
OF SOCIETY CORPORATION
The following is a list of the executive officers and
directors of Society Corporation ("Society") as of the date of this Schedule
13D. The business address for each of such executive officers is Society
Corporation, 127 Public Square, Cleveland, Ohio 44114.
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Executive Officers:
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Name Office
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Robert W. Gillespie Chairman of the Board,
President and Chief Executive
Officer
Henry L. Meyer III Vice Chairman and Chief
Banking Officer
Roger Noall Vice Chairman of the Board
and Chief Administrative
Officer
James W. Wert Vice Chairman of the Board
and Chief Financial Officer
James S. Bingay Executive Vice President
Allen J. Gula, Jr. Executive Vice President
Frank I. Harding Executive Vice President
R.B. Heisler Executive Vice President
Anthony Heyworth Executive Vice President
A. Jay Meyerson Executive Vice President
Stephen E. Wall Executive Vice President
Martin J. Walker Executive Vice President and
Treasurer
Lawrence J. Carlini Senior Vice President,
General Counsel and Secretary
Michael J. Evans Senior Vice President
Daniel J. Gannon Senior Vice President
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Directors:
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Name and Occupation Business Address
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William G. Bares 29400 Lakeland Boulevard
President and Chief Wickliffe, Ohio 44092
Operating Officer
The Lubrizol Corporation
Edward F. Bell 45 Erieview Plaza, Room 1500
Retired President Cleveland, Oh 44114
The Ohio Bell Telephone
Company
Albert C. Bersticker 1000 Lakeside Avenue
President and Chief Cleveland, Ohio 44114
Executive Officer
Ferro Corporation
Thomas A. Commes 101 Prospect Avenue, N.W.
President and Chief 12th Floor - Midland Bldg.
Operating Officer Cleveland, Ohio 44115
The Sherwin-Williams
Company
Howard J. Cooper 2575 State Road
President Ann Arbor, Michigan 48106
Howard Cooper, Inc.
Betty Cope 7487 Fields Road
Chagrin Falls, Oh 44023
Allen H. Ford 1666 Hanna Building
Consultant Cleveland, Ohio 44115
Robert W. Gillespie 127 Public Square
Chairman of the Board, Cleveland, Ohio 44114
President and Chief
Executive Officer
Society Corporation
T. Raymond Gregory 4100 13th Street, S.W.
Chairman of the Board Canton, Ohio 44708
Gregory Galvanizing &
Metal Processing, Inc.
Jerry Hammes 2015 Western Avenue
Chairman of the Board and South Bend, Indiana 46629
President
Romy Hammes, Inc.
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Stephen R. Hardis Eaton Center
Vice Chairman and Chief 1111 Superior Avenue
Financial and Cleveland, Ohio 44114
Administrative Officer
Eaton Corporation
Lawrence A. Leser 312 Walnut Street, 28th Floor
President and Chief Cincinnati, Ohio 45202
Executive Officer
The E.W. Scripps Company
A. Stephen Martindale 94 H. Street, Ampoint
President and Chief Perrysburg, Ohio 43551
Executive Officer
The Kiemle-Hankins Company
John McDonald 200 Public Square
Retired President 35th Floor
BP Oil Company Cleveland, Oh 44114
Henry L. Meyer III 127 Public Square
Vice Chairman and Chief Cleveland, Ohio 44114
Banking Officer
Society Corporation
Stephen A. Minter 1400 Hanna Building
Executive Director and Cleveland, Ohio 44115
President
The Cleveland Foundation
M. Thomas Moore 1100 Superior Avenue
Chairman and Chief Executive Cleveland, Oh 44114-2585
Officer
Cleveland-Cliffs Inc
John C. Morley 6065 Parkland Boulevard
President and Chief Cleveland, Oh 44124-8020
Executive Officer
Reliance Electric Company
Roger Noall 127 Public Square
Vice Chairman of the Board Cleveland, Ohio 44114
and Chief Administrative
Officer
Society Corporation
Richard W. Pogue North Point
Senior Partner 901 Lakeland Avenue
Jones, Day, Reavis & Pogue Cleveland, Ohio 44114
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James S. Reid, Jr. 2130 West 110th Street
Chairman of the Board and Cleveland, Ohio 44102
Chief Executive Officer
The Standard Products Company
Harry A. Shaw, II 1515 Kettering Tower
Chairman of the Board Dayton, Ohio 45423
Huffy Corporation
Renold D. Thompson 1100 Superior Avenue
Vice Chairman Suite 2000
Oglebay Norton Company Cleveland, Ohio 44114
James W. Wert 127 Public Square
Vice Chairman of the Board Cleveland, Ohio 44114
and Chief Financial Officer
Society Corporation
Dennis W. Sullivan 17325 Euclid Avenue
Executive Vice President- Cleveland, Ohio 44112
Industrial and Automotive
of Parker-Hannifin
Corporation
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EXHIBIT 10
FIRST AMENDMENT TO AGREEMENT
AND PLAN OF MERGER AND TO
SUPPLEMENTAL AGREEMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND TO
SUPPLEMENTAL AGREEMENT TO AGREEMENT AND PLAN OF MERGER (the "First Amendment")
is made and entered into as of this 22nd day of December, 1993, by and between
KeyCorp, a corporation organized and existing under the laws of the State of
New York ("KeyCorp"), and Society Corporation, a corporation organized and
existing under the laws of the State of Ohio ("Society"). Except as otherwise
provided herein, the capitalized terms used but not defined herein shall have
the meanings assigned to them in the Supplemental Agreement (as hereinafter
defined).
W I T N E S S E T H:
WHEREAS, KeyCorp and Society have entered into an Agreement
and Plan of Merger, dated as of October 1, 1993 (the "Merger Agreement"), and a
Supplemental Agreement to Agreement and Plan of Merger, dated as of October 1,
1993 (the "Supplemental Agreement"), which together provide for the merger of
KeyCorp into and with Society, with Society as the surviving corporation under
the name Key Bancs, Inc. (the "Surviving Corporation") and the conversion of
KeyCorp Common Stock into Surviving Corporation Common Stock and KeyCorp Series
B Preferred Stock into Surviving Corporation Class A Preferred Stock;
WHEREAS, KeyCorp and Society deem it desirable that the
definitions of "Insider Director" contained in the Supplemental Agreement and
the Surviving Corporation Regulations attached to the Merger Agreement as
Exhibit II be amended;
WHEREAS, KeyCorp and Society deem it desirable that the
KeyCorp Stock Option Plans be assumed, at the Effective Time, by the Surviving
Corporation so that the Surviving Corporation may, if it so elects, grant stock
options and stock appreciation rights thereunder from and after the Effective
Time;
WHEREAS, KeyCorp and Society deem it desirable that certain
terms of the Surviving Corporation Articles of Incorporation attached to the
Merger Agreement as Exhibit I relating
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to certain voting rights of the preferred stockholders of the Surviving
Corporation be amended;
WHEREAS, KeyCorp and Society deem it desirable that the
Surviving Corporation have the name "Key Bancshares Inc." (or such other
variant thereof, including, without limitation, "KeyCorp", as the respective
Boards of Directors of KeyCorp and Society shall mutually determine prior to
the Effective Time) rather than "Key Bancs, Inc."; and
WHEREAS, KeyCorp and Society deem it desirable that certain of
the terms of the Supplemental Agreement relating to survival of
representations, warranties, obligations, covenants, and agreements beyond the
Effective Time be amended.
STATEMENT OF AGREEMENT
NOW, THEREFORE, KeyCorp and Society hereby agree that the
Merger Agreement and the Supplemental Agreement be amended as follows:
Section 1. Section 1.11 of the Supplemental Agreement is
hereby amended to read as follows:
"INSIDER DIRECTOR" shall mean, with respect to Society,
any person who, as of immediately prior to the Effective Time, was a
current or former officer of Society or any of its Subsidiaries or any
predecessor or constituent (by merger, consolidation, or otherwise) of
Society or any of its Subsidiaries, and, with respect to KeyCorp, any
person who, as of immediately prior to the Effective Time, was a current
or former officer of KeyCorp or any of its Subsidiaries or any predecessor
or constituent (by merger, consolidation, or otherwise) of KeyCorp or any
of its Subsidiaries, but shall not include H. Douglas Barclay or Henry S.
Hemingway.
Section 2. The last sentence of the second paragraph of
Section 1 of Article II of the Surviving Corporation Regulations attached to
the Merger Agreement as Exhibit II is hereby amended to read as follows:
"Insider Director" shall mean any person who, as of
immediately prior to the Effective Time, was a current or former officer
of the Corporation or any of its subsidiaries or any predecessor or
constituent (by merger, consolidation, or otherwise) of the Cor-
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poration or any of its subsidiaries, but shall not include H. Douglas
Barclay or Henry S. Hemingway.
Section 3. Section 4.4 of the Merger Agreement is hereby
amended by designating the existing text of Section 4.4 as paragraph "(a)" and
by adding the following paragraph (b) to the end of Section 4.4:
(b) At the Effective Time, the KeyCorp Stock Option Plans
shall be automatically and without further action assumed by the Surviving
Corporation (and thereupon become stock option and stock appreciation
rights plans of the Surviving Corporation) as follows: (i) each option or
right granted under a KeyCorp Stock Option Plan from and after the
Effective Time shall be solely for or in respect of shares of Surviving
Corporation Common Stock, notwithstanding any contrary provisions of the
applicable KeyCorp Stock Option Plan, (ii) the Surviving Corporation and
its Compensation and Organization Committee shall be substituted for
KeyCorp and the Committee of the KeyCorp Board of Directors administering
the applicable KeyCorp Stock Option Plan, and (iii) references to KeyCorp
shall be deemed to be references to the Surviving Corporation, references
to KeyCorp's By-Laws shall be deemed to be references to the Regulations of
the Surviving Corporation, and any similar references shall be
appropriately conformed.
Section 4. The term "Key Bancs, Inc.", as referred to from
time to time in the Merger Agreement, the Supplemental Agreement, and the
exhibits to each of them, is hereby amended to read "Key Bancshares Inc." in
each of such agreements and exhibits, including, without limitation, in Article
I of the Surviving Corporation Articles of Incorporation attached to the Merger
Agreement as Exhibit I; provided, however, that if the respective Boards of
Directors of KeyCorp and Society mutually agree, prior to the Effective Time,
that a variation of the name "Key Bancshares Inc.", including, without
limitation, the name "KeyCorp", shall be the name of the Surviving Corporation,
each such reference to "Key Bancshares Inc." shall automatically, without
further action by KeyCorp and Society, be replaced with the name agreed upon by
the respective Boards of Directors of KeyCorp and Society.
Section 5. The first sentence of Section 2(b) of Part B of
Article IV of the Surviving Corporation Articles of Incorporation attached to
the Merger Agreement as Exhibit I is hereby amended by adding the following
language to the end of that sentence:
or until non-cumulative dividends have been paid regularly for at least one
full year.
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Section 6. Sections 2(c) and 2(d) of Part B of Article IV
of the Surviving Corporation Articles of Incorporation attached to the Merger
Agreement as Exhibit I are hereby amended to read as follows:
(c) The affirmative vote or consent of the holders of at
least two-thirds of the then outstanding shares of Preferred Stock, given
in person or by proxy, either in writing or at a meeting called for the
purpose at which the holders of Preferred Stock shall vote separately as a
class, shall be necessary to effect any amendment, alteration, or repeal of
any of the provisions of these articles of incorporation or the regulations
of the Corporation which would be substantially prejudicial to the voting
powers, rights, or preferences of the holders of Preferred Stock (but so
far as the holders of Preferred Stock are concerned, such action may be
effected with such vote or consent); provided, however, that neither the
amendment of these articles of incorporation to authorize or to increase the
authorized or outstanding number of shares of any class ranking junior to
or on a parity with the Preferred Stock, nor the amendment of the
regulations so as to change the number of directors of the Corporation,
shall be deemed to be substantially prejudicial to the voting powers,
rights, or preferences of the holders of Preferred Stock (and any such
amendment referred to in this proviso may be made without the vote or
consent of the holders of the Preferred Stock); and provided further that
if such amendment, alteration, or repeal would be substantially prejudicial
to the rights or preferences of one or more but not all then outstanding
series of Preferred Stock, the affirmative vote or consent of the holders
of at least two-thirds of the then outstanding shares of the series so
affected shall also be required.
(d) The affirmative vote or consent of the holders of at
least two-thirds of the then outstanding shares of Preferred Stock and, if
the holders of 10% Cumulative Preferred Stock are entitled to vote on such
matter pursuant to Section 5 of Part A of this Article IV, the 10%
Cumulative Preferred Stock, given in person or by proxy, either in writing
or at a meeting called for the purpose at which the holders of Preferred
Stock and, if applicable, 10% Cumulative Preferred Stock shall vote as a
single class shall be necessary to effect any one or more of the following:
(i) The authorization of, or the increase in the authorized
number of, any shares
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of any class ranking prior to the Preferred Stock; or
(ii) The purchase or redemption for sinking fund
purposes or otherwise of less than all of the then
outstanding Preferred Stock except in accordance
with a purchase offer made to all holders of
record of Preferred Stock, unless all dividends on
all Preferred Stock then outstanding for all
previous dividend periods shall have been declared
and paid or funds therefor set apart and all
accrued sinking fund obligations applicable
thereto shall have been complied with.
Section 7. Section 10.3 of the Supplemental Agreement is
hereby amended by adding the following sentence after the last sentence of said
Section 10.3:
Notwithstanding anything to the contrary in this Supplemental Agreement, in
general, and in this Section 10.3 in particular, and in the Merger
Agreement, the respective representations, warranties, obligations,
covenants, and agreements of the Parties that will survive the Effective
Time pursuant to this Section 10.3 shall be deemed to be automatically
amended to the extent necessary to conform to the provisions of the
Surviving Corporation Articles of Incorporation and/or the Surviving
Corporation Regulations as either of them may be from time to time amended
after the Effective Time pursuant to the provisions thereof or applicable
law.
Section 8. Except as amended by this First Amendment, the
Merger Agreement, the Supplemental Agreement, and the exhibits to each of them
remain in full force and effect without alteration or change.
Section 9. This First Amendment shall be governed by and
construed in accordance with the laws of the State of Ohio except to the extent
the laws of the Business Corporation Law of the State of New York shall be
applicable.
Section 10. This First Amendment may be executed in one or
more counterparts, each of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the Parties has caused this
First Amendment to be executed on its behalf and its corporate seal hereunto
affixed and attested by officers thereunto duly authorized all as of the day
and year first written above.
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KEYCORP
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By: /s/ Victor J. Riley, Jr.
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Name: Victor J. Riley, Jr.
Title: Chairman, President &
Chief Executive Officer
ATTEST: /s/ Robert W. Bouchard
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Name: Robert W. Bouchard
Title: Executive Vice President [CORPORATE SEAL]
& Secretary
SOCIETY CORPORATION
By: /s/ Robert W. Gillespie
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Name: Robert W. Gillespie
Title: Chairman of the Board
And: /s/ Lawrence J. Carlini
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Name: Lawrence J. Carlini
Title: General Counsel
[CORPORATE SEAL]
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