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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 )*
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Society Corporation
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title and Class of Securities)
833 663 305
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(CUSIP Number)
Walter V. Ferris, KeyCorp, One KeyCorp Plaza, Albany, NY 12207 (518) 486-8500
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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:
Appendix I. Information Relating to 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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Agreement of Affiliates of KeyCorp and
Society Corporation
Exhibit 10. First Amendment to Agreement and Plan of Merger and
Supplemental Agreement to Agreement and Plan of
Merger, dated December 22, 1993, between KeyCorp and
Society Corporation
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.
Dated: January 11, 1994 KEYCORP
By: /s/ David J. DeLuca
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David J. DeLuca
Senior Vice President
and Controller
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EXHIBIT INDEX
Designation Title
Appendix I. Information Relating to 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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Agreement of Affiliates of KeyCorp and Society Corporation
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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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 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
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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 Corporation 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
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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.
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
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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 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:
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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.
KEYCORP
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]
