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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 1994
REGISTRATION NO. 33-10634
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOCIETY CORPORATION
(To be renamed "KeyCorp" upon consummation of the merger of KeyCorp,
an existing New York corporation, into Society Corporation,
an existing Ohio corporation.)
(Exact name of Registrant as specified in its charter)
OHIO 34-6542451
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(216) 689-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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LAWRENCE J. CARLINI, ESQ., GENERAL COUNSEL
SOCIETY CORPORATION
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(216) 689-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
THOMAS C. STEVENS, ESQ.
Thompson, Hine and Flory
1100 National City Bank Building
Cleveland, Ohio 44114
(216) 566-5500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
From time to time after the effective date of this Post-Effective Amendment to
the Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [x]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
This Post-Effective Amendment relates to the registration under the
Securities Act of 1933, as amended, of 400,000 common shares of Society
Corporation with a par value of $1 each ("Common Shares") and the related
rights to purchase the Common Shares. This Post-Effective Amendment amends the
Prospectus in connection with the merger of KeyCorp and Society Corporation
expected to be consummated on March 1, 1994.
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HIGHLIGHTS
Dividend Reinvestment and
Cash Payment Plan
If you're looking for an easy, commission-free
way to accumulate Common Shares of the
Corporation, our Dividend Reinvestment
and Cash Payment Plan is made for you.
It provides a convenient and inexpensive method of
purchasing additional Common Shares
while receiving regularly-issued
statements which keep you informed
of the status of your investment.
WATCH YOUR SHARE OWNERSHIP INCREASE WITH REINVESTMENT
By participating in the dividend reinvestment plan, all or part of your
dividends are used to purchase additional shares which are deposited
automatically to your personal account. You pay no fees to purchase these shares
and, unlike a purchase through a broker, your dividends can buy both full and
fractional shares. Plus, when future dividends are paid, you receive a payment
for all the shares building in your account -- fractional shares included.
BUY EVEN MORE SHARES WITH OPTIONAL CASH PAYMENTS
Each month, with our voluntary cash payment option, you can invest as
little as $10 or as much as $10,000 toward the purchase of Common Shares in the
plan, all without paying any broker fees. We will use your payments to purchase
Common Shares on your behalf, add them to your account and send you a statement
following the transaction to keep your records up-to-date.
ENROLLMENT IS QUICK AND EASY
To enroll, simply complete an Authorization Card and return it to Society
National Bank, our transfer agent. You can request an Authorization Card from
Society National Bank at the address set forth in the attached prospectus.
FOR MORE INFORMATION
Please read the accompanying prospectus for important information before
you enroll. This summary does not contain all the details of the plan and is
subject to what is said in the prospectus. If you have questions or need help
with your account, call
1 (800) 542-7792.
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PROSPECTUS TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Available Information................................................................ 2
Incorporation of Certain Documents by Reference...................................... 2
The Corporation...................................................................... 3
Dividend Reinvestment and Cash Payment Plan.......................................... 4
Purpose......................................................................... 4
Advantages...................................................................... 4
Administration.................................................................. 4
Participation................................................................... 5
The Authorization Card.......................................................... 6
Joining the Plan................................................................ 6
Investment Date................................................................. 7
Purchases of Common Shares Under the Plan....................................... 7
Optional Cash Payments.......................................................... 8
Expenses........................................................................ 8
Federal Tax Consequences........................................................ 9
Reports to Participants......................................................... 10
Dividends on Fractions of Shares................................................ 10
Certificates for Shares......................................................... 10
Withdrawal of Common Shares in Plan Accounts.................................... 11
Termination..................................................................... 11
Other Information.................................................................... 12
Certain Restrictions on Dividends on Common Shares................................... 15
Use of Proceeds...................................................................... 15
Indemnification...................................................................... 15
Legal Opinions....................................................................... 16
Experts.............................................................................. 16
</TABLE>
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PROSPECTUS
KEYCORP
(Currently named Society Corporation, but to be renamed KeyCorp upon the merger
of KeyCorp, an existing
New York corporation, into Society Corporation, an existing Ohio corporation.)
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DIVIDEND REINVESTMENT AND CASH PAYMENT PLAN
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400,000 COMMON SHARES
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The Corporation is offering to holders of its Common Shares, with a par
value of $1 each including the related rights to purchase Common Shares ("Common
Shares") an opportunity to invest cash dividends and optional cash payments in
Common Shares pursuant to the Dividend Reinvestment and Cash Payment Plan set
forth herein (the "Plan"). Any holder of record of Common Shares is eligible to
participate in the Plan.
A participant in the Plan may purchase Common Shares by:
- reinvesting cash dividends on all shares of the Corporation held by the
participant, or
- reinvesting cash dividends on part of the shares of the Corporation held
by the participant (while continuing to receive cash dividends on the
other shares), and/or
- making optional cash payments of at least $10 each, with all such cash
payments not exceeding $10,000 each month, whether or not the
participant's dividends are being reinvested.
Common Shares purchased under the Plan will be purchased from the
Corporation, on the open market, or otherwise from sources other than the
Corporation. As to Common Shares purchased on the open market or otherwise from
sources other than the Corporation, the purchase price will be the weighted
average of the prices paid for the Common Shares in all such purchases made with
respect to the applicable Investment Date (as defined in Question 9 of the
Plan). As to Common Shares purchased from the Corporation, the purchase price
will be 100% of the average of the highest and lowest sales prices of Common
Shares on the New York Stock Exchange, on the applicable Investment Date. Each
Common Share purchased under the Plan will be accompanied by a related right to
purchase Common Shares.
Regardless of the source, participants do not pay a brokerage commission or
service charge upon the purchase of Common Shares under the Plan, and the
Corporation bears the cost of administering the Plan. McDonald & Company
Securities, Inc., or such other agent as the Corporation may designate from time
to time, acts as purchasing agent for participants under the Plan for purchases
on the open market or otherwise from sources other than the Corporation.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS,
OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.
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The date of this Prospectus is February 18, 1994.
SAVE THIS DOCUMENT. IT SETS FORTH THE TERMS OF THE PLAN AND
HOW IT OPERATES.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED HEREIN, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY IN ANY STATE OR
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION OR THE FACTS
HEREIN SET FORTH SINCE THE DATE HEREOF.
AVAILABLE INFORMATION
As of the date of this Prospectus, there is a pending merger between
KeyCorp, a New York corporation ("Old KeyCorp"), and Society Corporation, an
Ohio corporation ("Society"). Upon consummation of the merger, Society, as an
Ohio corporation, will be the surviving corporation, but will be renamed
KeyCorp. As used in this Prospectus, the "Corporation" means the Ohio
corporation named "Society Corporation" prior to the merger and "KeyCorp"
subsequent to the merger, and its successors.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information concerning the Corporation and the
Registration Statement referred to below can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004, and at the following
Regional Offices of the Commission: Chicago Regional Office, the Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and New
York Regional Office, 7 World Trade Center, Thirteenth Floor, New York, New York
10007. Copies of such material can be obtained from the Public Reference Section
of the Securities and Exchange Commission, Washington, D.C. 20549-1004 at
prescribed rates. The Corporation's Common Shares and the related Rights to
purchase the Common Shares are listed on the New York Stock Exchange. Reports,
proxy and information statements, and other information concerning the
Corporation can be inspected and copied at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.
The Corporation has filed with the Commission a registration statement on
Form S-3 (which, together with the exhibits thereto, is herein referred to as
the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Reference is made
to the Registration Statement for further information.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission are
incorporated herein by reference as of their respective dates: Society's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992; Society's
Quarterly Reports on Form 10-Q for the quarters ended
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March 31, 1993, June 30, 1993 and September 30, 1993; Society's Current Reports
on Form 8-K filed on January 27, March 22, April 14, July 9, October 13,
November 19, 1993, and January 20, 1994; and all documents filed by the
Corporation pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act
subsequent to the date of this Prospectus and prior to the termination of the
offering of the Common Shares pursuant to the Plan.
Society's Registration Statement on Form S-4, filed with the Commission on
December 28, 1993 in relation to the merger of Society and Old KeyCorp, is also
incorporated herein by reference.
The descriptions of the Common Shares and the related Rights to Purchase
the Common Shares contained in the Corporation's Registration Statement on Form
8-A filed with the Commission on August 3, 1992 (and any amendment or report
hereafter filed for the purpose of updating the descriptions) are hereby
incorporated by reference.
In addition, the following documents filed with the Commission by Old
KeyCorp are herein incorporated by reference as of their respective dates: Old
KeyCorp's Annual Report on Form 10-K for the year ended December 31, 1992; Old
KeyCorp's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993,
June 30, 1993, and September 30, 1993; Old KeyCorp's current reports on Form 8-K
filed on January 14, January 27, March 18 (as amended by a Form 8 filed on May
20), which contained the audited restated consolidated financial statements of
Old KeyCorp for the fiscal year ended December 31, 1992 (which gave effect to
the merger of Old KeyCorp with Puget Sound Bancorp on January 15, 1993), April
28, May 19, July 8 (two reports), September 21, October 13 (two reports),
October 15, 1993, January 14, 1994, and January 21, 1994.
The Corporation will provide without charge to each person to whom a copy
of this Prospectus has been delivered, upon written or oral request of such
person, a copy of any or all of the foregoing documents which have been or may
be incorporated in this Prospectus by reference, other than exhibits to such
documents. Direct requests for such copies: prior to the consummation of the
merger, to Society Corporation, Shareholder Communications, P.O. Box 6477,
Cleveland, Ohio 44101-1477 (telephone (216) 737-5745 or 1-800-542-7792); after
the consummation of the merger, to KeyCorp, Shareholder Communications, P.O. Box
6477, Cleveland, Ohio 44101-1477 (telephone (216) 737-5745 or 1-800-542-7792).
THE CORPORATION
On October 1, 1993, KeyCorp, a New York corporation ("Old KeyCorp"),
entered into an Agreement and Plan of Merger, as amended and a related
Supplemental Agreement to Agreement and Plan of Merger, as amended, with Society
Corporation, an Ohio corporation. Under those agreements, Old KeyCorp will merge
into Society, with Society being the survivor of the merger under the name
"KeyCorp." The shareholders of Old KeyCorp and the shareholders of Society
approved the merger on February 16, 1994. Subject to the receipt of required
regulatory approvals, the merger is expected to be consummated on March 1, 1994.
As used in this Prospectus, the "Corporation" means the Ohio corporation named
"Society Corporation" prior to the merger and "KeyCorp" subsequent to the
merger, and its successors.
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The Corporation is a financial services company based in Cleveland, Ohio.
The Corporation's major business activities include providing traditional
banking and associated financial services to consumer, business, and commercial
markets. The Corporation also offers customers a variety of complementary
services, either directly or through its nonbank subsidiaries.
The executive offices of the Corporation are located at 127 Public Square,
Cleveland, Ohio 44114. Its telephone number is (216) 689-3000.
DIVIDEND REINVESTMENT AND CASH PAYMENT PLAN
The Corporation's Dividend Reinvestment and Cash Payment Plan ("Plan"), as
amended to date, is set forth below in question and answer format.
PURPOSE
1. What is the purpose of the Plan?
The Plan provides holders of record of Common Shares with a simple and
convenient method of investing cash dividends and optional cash payments in
additional Common Shares without payment of any brokerage commission or service
charge. To the extent that such additional Common Shares are purchased from the
Corporation, the Corporation will use the additional funds for general corporate
purposes. See "Use of Proceeds" below.
ADVANTAGES
2. What are the advantages of the Plan?
An eligible holder of record who wishes to participate in the Plan may (i)
have cash dividends on all of his or her shares of the Corporation automatically
reinvested or (ii) have cash dividends on part of his or her shares of the
Corporation automatically reinvested or (iii) whether or not a participant has
elected to have any such dividends automatically reinvested, invest in
additional Common Shares by making optional cash payments of not less than $10
per payment up to an aggregate maximum of $10,000 each month. No commission or
service charge is paid by a participant in connection with purchases under the
Plan. Full investment of funds is possible under the Plan because fractions of
Common Shares (computed to three decimal places), as well as whole Common
Shares, will be credited to a participant's Plan account. Dividends on Common
Shares in a participant's Plan account, including a pro rata dividend on
fractional Common Shares, will be reinvested in additional Common Shares and
such Common Shares credited to a participant's Plan account. A participant can
avoid the need for safekeeping of certificates for Common Shares credited to the
participant's account under the Plan. Periodic statements of account will
provide simplified record keeping.
ADMINISTRATION
3. Who administers the Plan for participants?
Society National Bank (the "Bank"), a wholly owned subsidiary of the
Corporation, will administer the Plan, maintain records, send statements of
account to participants, and perform other duties relating to the Plan. If at
any time Common Shares are purchased on the open market or from sources other
than the Corporation, McDonald & Company Securities, Inc. has been designated as
the purchasing agent for the participants under the Plan. McDonald & Company
Securities, Inc., or such other agent for the participants as the Corporation
may
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designate from time to time, is referred to herein as the "Purchasing Agent." If
Common Shares are to be purchased on the open market or otherwise from sources
other than the Corporation, the Purchasing Agent, in its sole discretion, will
determine the time when and the prices at which such purchases will be made, and
will select the broker or dealer, if any, through or from whom such purchases
will be made. Common Shares purchased under the Plan for each participant will
be credited to the account of the participant. The Corporation reserves the
right to replace the Purchasing Agent from time to time. In the event that the
Purchasing Agent should resign or otherwise cease to act as purchasing agent,
the Corporation will appoint a successor or make other appropriate arrangements.
Interpretations of the Plan by the Corporation are binding on participants.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Common Shares are eligible to participate in the
Plan. In order to be eligible to participate in the Plan, any shareholder whose
shares are registered in a name other than the participant's own name (for
example, in the name of a broker or bank nominee) must either become a
shareholder of record by having shares transferred into the participant's own
name or by making appropriate arrangements for the participant's bank or broker
to participate on behalf of the participant.
5. How does an eligible shareholder participate?
TO PARTICIPATE IN THE PLAN A SHAREHOLDER OF RECORD MUST COMPLETE THE
AUTHORIZATION CARD AND RETURN IT TO THE BANK. AUTHORIZATION CARDS MAY BE
OBTAINED AT ANY TIME BY WRITTEN OR ORAL REQUEST TO THE BANK AT THE ADDRESS AND
TELEPHONE NUMBER SPECIFIED IN QUESTION 33. ANY SHAREHOLDER OF SOCIETY WHO IS
ALREADY PARTICIPATING IN THE PLAN AS IN EFFECT IMMEDIATELY PRIOR TO MARCH 1,
1994, WILL AUTOMATICALLY CONTINUE TO BE ENROLLED IN THE PLAN AND SHOULD NOT
COMPLETE A NEW AUTHORIZATION CARD UNLESS THE PARTICIPANT WISHES TO CHANGE THE
INSTRUCTIONS ON THE AUTHORIZATION CARD CURRENTLY IN EFFECT FOR THE PARTICIPANT'S
PLAN ACCOUNT.
ANY SHAREHOLDER OF OLD KEYCORP WHO IS ALREADY PARTICIPATING IN THE
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN OF OLD KEYCORP PRIOR TO
CONSUMMATION OF THE MERGER WITH SOCIETY WILL AUTOMATICALLY BE ENROLLED IN THE
PLAN AND SHOULD NOT COMPLETE A NEW AUTHORIZATION CARD UNLESS THE SHAREHOLDER
WISHES TO CHANGE THE INSTRUCTIONS OR THE AUTHORIZATION CARD CURRENTLY IN EFFECT
FOR THE PARTICIPANT'S ACCOUNT UNDER THE OLD KEYCORP PLAN.
6. Is partial participation possible under the Plan?
Yes. A shareholder of record who desires to participate in the Plan may
elect to have the cash dividends on only some of the shares of the Corporation
owned by the shareholder to be reinvested under the Plan or may elect to make
optional cash payments towards the purchase of additional Common Shares under
the Plan without electing automatic reinvestment of the cash dividends on any of
the shares of the Corporation owned by the shareholder.
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THE AUTHORIZATION CARD
7. What does the Authorization Card provide?
The Authorization Card provides for the purchase of additional Common
Shares for the participant's account through the following investment options:
If "Full Dividend Reinvestment" is elected, the Corporation will apply all
the cash dividends on all the shares then or subsequently registered in a
participant's name, together with any optional cash payments, toward the
purchase of additional Common Shares.
If "Partial Dividend Reinvestment" is elected, the Corporation will apply
all the cash dividends on only the number of shares that are specified on the
Authorization Card, together with any optional cash payments, toward the
purchase of additional Common Shares.
Under either of these two preceding elections, the Corporation will
reinvest automatically any subsequent dividends on Common Shares held in the
participant's Plan account. Under the Plan, dividends will be reinvested on a
cumulative basis on the shares designated on the Authorization Card and on all
Common Shares held in the Plan account, until a participant changes or revokes
the instructions on the Authorization Card in writing, or until the
participant's participation in the Plan is terminated.
By electing either "Full Dividend Reinvestment" or "Partial Dividend
Reinvestment" a participant is automatically entitled to make optional cash
payments.
If "Optional Cash Payments Only" is elected, the Corporation will
distribute cash dividends on shares registered in the participant's name in the
manner requested by the participant, and the Corporation will apply only
optional cash payments received toward the purchase of additional Common Shares.
This option should only be elected if the participant does not elect either
"Full Dividend Reinvestment" or "Partial Dividend Reinvestment".
Cash dividends payable on all Common Shares in a participant's Plan
account, whether such Common Shares were purchased with reinvested dividends or
optional cash payments, will be automatically reinvested in additional Common
Shares.
JOINING THE PLAN
8. When may an eligible shareholder join the Plan?
An eligible shareholder of the Corporation may join the Plan at any time.
If the Authorization Card is received by the Bank at the address specified in
Question 33 on or before the record date for a dividend payment, reinvestment of
dividends on the number of shares participating under the Plan will begin with
that dividend payment date. If the Authorization Card is received after the
record date for a dividend payment, reinvestment of dividends will begin on the
dividend payment date following the next record date, if such shareholder is
still a holder of record. All optional cash payments will be invested, following
receipt of the Authorization Card and the optional cash payment, in the manner
described in Questions 13, 15, and 16.
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INVESTMENT DATE
9. What is the Investment Date?
With respect to dividends being reinvested under the Plan, "Investment
Date" means the date on which such dividends are paid. With respect to the
investment of optional cash payments under the Plan, "Investment Date" means the
dividend payment date in any month in which there is a dividend payment on the
Corporation's Common Shares or if there is no dividend payment in the month then
the 15th day of such month, except if such date falls on a Saturday, Sunday, or
legal holiday, then the Investment Date will be the preceding business day.
PURCHASES OF COMMON SHARES UNDER THE PLAN
10. What is the source of Common Shares purchased under the Plan?
All Common Shares purchased under the Plan will be purchased on the open
market or otherwise from sources other than the Corporation unless the Board of
Directors (or the Executive Committee thereof) or the management of the
Corporation determines from time to time that purchases will be made from the
Corporation. Participants will be notified of changes in the manner in which
Common Shares are purchased under the Plan. In the event the Common Shares will
be acquired on the open market or otherwise from sources other than the
Corporation, the Purchasing Agent will acquire the Common Shares on behalf of
the participant.
11. What will be the price of Common Shares purchased under the Plan?
The purchase price to the participant of Common Shares purchased from the
Corporation will be 100% of the average of the highest and lowest sales prices
of Common Shares on the New York Stock Exchange on the Investment Date (or, if
no sales prices of Common Shares are reported on the New York Stock Exchange on
such date, the average of the means between the highest and lowest sales prices
on the nearest dates before and after such date on which such sales prices are
reported). The purchase price to the participant of Common Shares purchased from
sources other than the Corporation will be the weighted average price paid by
the Purchasing Agent in all such purchases made with respect to the applicable
Investment Date.
12. When will purchases be made with reinvested dividends?
Purchases of Common Shares from the Corporation being made with reinvested
dividends will be made on the applicable Investment Date. Purchases of Common
Shares from sources other than the Corporation will be made by the Purchasing
Agent commencing as of the applicable Investment Date and continuing over the
period determined appropriate, under the circumstances, by the Purchasing Agent
to acquire the Common Shares, but in all events within 30 days of the applicable
Investment Date. In no event will interest be paid on funds being held by the
Corporation, the Bank, or the Purchasing Agent pending investment of such funds.
13. When will purchases be made with optional cash payments?
An optional cash payment will be invested under the Plan on the first
Investment Date following receipt by the Bank at the address specified in
Question 33 of such payment if the Common Shares are purchased from the
Corporation. If the Common Shares are purchased from sources other than the
Corporation, the optional cash payment will be invested as soon as
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practicable beginning on the first Investment Date following receipt by the Bank
at the address specified in Question 33 of such payment, but in no event later
than the second Investment Date following receipt by the Bank of such payment.
No interest will be paid on optional cash payments pending their investment.
14. How many Common Shares will be purchased for a participant?
The number of Common Shares to be purchased depends on the amount of a
participant's reinvested dividend, the amount of any optional cash payments to
be invested on the Investment Date, and the purchase price of the Common Shares.
Each participant's Plan account will be credited with that number of Common
Shares, including fractions computed to three decimal places, equal to the
participant's total amount to be invested divided by the purchase price per
Common Share.
OPTIONAL CASH PAYMENTS
15. How does the optional cash payment feature of the Plan work?
All eligible holders of record of shares of the Corporation (except for
brokers and nominees), who have submitted an Authorization Card, are eligible to
make optional cash payments at any time. Optional cash payments received from a
participant will be used to purchase additional Common Shares. Cash dividends
payable on all Common Shares credited to a participant's Plan account, whether
such Common Shares were purchased with reinvested dividends or optional cash
payments, will be automatically reinvested in additional Common Shares.
16. How may optional cash payments be made?
An optional cash payment may be made by a participant when joining the Plan
by enclosing a check or money order payable to Society National Bank with an
Authorization Card returned to the Bank. Thereafter optional cash payments may
be made on a monthly basis through the use of appropriate forms attached to each
participant's statement of account. There is no obligation to make additional
cash payments, nor to make all such payments in the same amount.
Each optional cash payment must be at least $10 and all such payments
cannot, in any one month, exceed a total of $10,000 for any participant. THE
CORPORATION WILL NOT APPROVE OPTIONAL CASH PURCHASES IN EXCESS OF THE MAXIMUM
AMOUNT SET FORTH HEREIN.
A participant may withdraw any optional cash payment by written notice
received by the Bank not less than 48 hours before the first Investment Date
following receipt of the optional cash payment.
EXPENSES
17. What are the expenses to participants in the Plan?
All costs of administration of the Plan will be paid by the Corporation.
There are no brokerage fees or commissions charged to participants in connection
with the purchase of Common Shares under the Plan. Certain expenses may be
incurred by the participant if, at the
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participant's request, the Purchasing Agent sells, on behalf of the participant,
some or all of the participant's whole Common Shares credited to the
participant's Plan account, in connection with the participant's withdrawal of
such shares from his Plan account or the termination of the participant's
participation in the Plan. Certain expenses may also be incurred by the
participant if the participant receives a cash payment for a fraction of a
Common Share credited to the participant's Plan account upon the participant's
withdrawal of all of the Common Shares credited to the participant's Plan
account or upon termination of the participant's participation in the Plan (see
Question 25).
FEDERAL TAX CONSEQUENCES
18. What are the Federal income tax consequences of participation in the Plan?
In general, a shareholder who participates in the Plan will have the same
Federal income tax consequences with respect to dividends payable on Common
Shares in a Plan account as if he or she were not a participant in the Plan. In
the case of a cash dividend, a participant will be treated for Federal income
tax purposes as having received on the dividend payment date a dividend equal to
the full amount of the dividend payable with respect to all the participant's
shares, including shares registered in his or her name and those credited to the
participant's Plan account, even if all such dividends are not received by the
participant in cash, but some instead are applied to the purchase of Common
Shares for the participant's account. In the case of Common Shares purchased
from sources other than the Corporation, commissions and brokerage fees paid by
the Corporation in connection with such purchases will be taxable income to the
participants in an amount equal to each participant's pro rata share of such
commissions and fees and will be reported as ordinary dividend income for the
calendar year by the Corporation with respect to each participant's Plan
account.
The tax basis of Common Shares purchased from the Corporation with cash
dividends or optional cash payments will be the amount of the cash dividends or
optional cash payments, as the case may be. In the case of Common Shares
purchased from sources other than the Corporation, the tax basis will be the
purchase price of the Common Shares plus a participant's pro rata share of
commissions or brokerage fees paid by the Corporation in making such purchases.
The holding period for Common Shares purchased with reinvested dividends or
optional cash payments will begin on the date following the date on which the
Common Shares are purchased for the participant and credited to such
participant's Plan account, regardless of the source of purchase.
A participant will not realize any Federal taxable income when the
participant receives certificates for whole Common Shares credited to the
participant's Plan account, either upon the participant's withdrawal of some or
all of the Common Shares credited to the participant's Plan account or
termination of the participant's participation in the Plan. However, a
participant who receives, upon withdrawal of Common Shares from the Plan or
termination of the participant's participation in the Plan, a cash payment for a
fractional Common Share credited to the participant's Plan account will realize
a gain or loss with respect to such fractional Common Share. A gain or loss will
also be realized by a participant when whole Common Shares are sold, either (i)
by the participant after withdrawal of such shares from the Plan account or
termination of the participant's participation in the Plan or (ii) by the
Purchasing Agent at the participant's request, upon the participant's withdrawal
of such shares from the Plan account
9
<PAGE> 13
or termination of the participant's participation in the Plan. The amount of
such gain or loss will be the difference between the amount which the
participant receives for full or fractional Common Shares and the tax basis
therefor. Any such gain or loss will be a capital gain or loss if the Common
Shares constitute capital assets in the hands of the participant.
Participants are advised to consult their own tax advisors to determine the
particular Federal, state, and local income tax consequences that may result
from their participation in the Plan and the subsequent sale or other
disposition of Common Shares under the Plan. The income tax consequences of
participants may vary from jurisdiction to jurisdiction.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to participants?
Each participant in the Plan will receive a statement of account as
promptly as practicable after each purchase of Common Shares for the
participant's Plan account. These statements are a record of the date and cost
of purchases made and should be retained for income tax purposes. In addition,
each participant will receive, from time to time, copies of reports, proxy
statements, and other communications sent to holders of the Common Shares
generally.
Each participant will receive annually Internal Revenue Service information
(on Form 1099) for reporting dividend income received.
DIVIDENDS ON FRACTIONS OF SHARES
20. Will participants be credited with dividends on fractions of Common Shares?
Yes. Dividends with respect to fractional, as well as whole, Common Shares
will be reinvested in additional Common Shares.
CERTIFICATES FOR SHARES
21. Will certificates be issued for Common Shares purchased?
Common Shares credited to a participant's account in the Plan will be held
in the name of the Bank or its nominee. The number of Common Shares credited to
an account under the Plan will be shown on the participant's statement of
account. This service protects against loss, theft, or destruction of
certificates. However, certificates for whole Common Shares will be issued to
participants upon the participant's withdrawal of such shares from the Plan
account or termination of the participant's participation in the Plan, unless
the participant requests the Purchasing Agent in writing to sell such shares for
the participant's account.
Common Shares credited to the account of a participant under the Plan may
not be pledged or assigned, and any such purported pledge or assignment shall be
void. A participant who wishes to pledge or assign any such Common Shares
credited to the participant's Plan account must first withdraw such Common
Shares from the Plan account.
Certificates for fractions of Common Shares will not be issued to
participants under any circumstances.
10
<PAGE> 14
22. In whose name will certificates be registered when issued to participants?
Each account under the Plan will be maintained in the name as shown on the
Authorization Card of each participant. Consequently, certificates for whole
Common Shares will be similarly registered when issued.
WITHDRAWAL OF COMMON SHARES IN PLAN ACCOUNTS
23. How may Common Shares be withdrawn from the Plan accounts?
Shares credited to a participant's Plan account may be withdrawn by a
participant by notifying the Bank in writing specifying the number of shares to
be withdrawn. Certificates for whole shares of Common Shares so withdrawn will
be issued to and registered in the name of the participant, unless the
participant requests the Purchasing Agent in writing to sell such shares for the
participant's account. If a participant requests such sale, the sale will be
made by the Purchasing Agent for the participant's account within a reasonable
time after the participant's withdrawal is processed as provided in Question 26.
The participant will receive the proceeds from such sale, less any brokerage
fees or commissions, any transfer tax, and any other administrative costs of
sale.
24. Will dividends on Common Shares withdrawn from the Plan account continue to
be reinvested?
If the participant has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares withdrawn from a participant's Plan account
will continue to be reinvested. If, however, cash dividends with respect to only
part of the shares registered in a participant's name are being reinvested, the
Corporation will continue to reinvest dividends on only the number of shares
specified by the participant on the Authorization Card unless a new
Authorization Card specifying a different number of shares is delivered.
TERMINATION
25. How does a participant terminate participation under the Plan?
In order to terminate participation under the Plan, a participant must
notify the Bank in writing that the participant wishes to terminate. Such
notices should be addressed to the Bank at the address set forth in Question 33
and will be effective only when received by the Bank. When a participant
voluntarily terminates his or her participation in the Plan or if and when the
participant's participation in the Plan or the Plan is terminated by the
Corporation, a certificate for whole Common Shares credited to the participant's
Plan account under the Plan will be issued (unless the participant requests the
Purchasing Agent to sell such shares for the participant's account) and a cash
payment will be made for any fraction of a Common Share.
In connection with any such termination, a participant may request that all
or a part of the whole Common Shares in the participant's Plan account be sold.
Any such request must be in writing to the Bank. If a participant requests such
sale, the sale will be made by the Purchasing Agent for the participant's
account within a reasonable time after the participant's termination is
processed as provided in Question 26. The participant will receive the proceeds
from such sale, less any brokerage fees or commissions, any transfer tax, and
any other administrative costs of sale.
11
<PAGE> 15
26. When may a participant withdraw Common Shares from his or her Plan
account or be terminated from the Plan?
A participant may withdraw Common Shares credited to the participant's Plan
account or terminate his or her participation under the Plan at any time. If the
request to withdraw or terminate is received by the Bank prior to a dividend
record date, the withdrawal or termination will be processed as soon as
practical after receipt of the request. If the request to withdraw or terminate
is received by the Bank on or after the record date for a dividend payment, the
withdrawal or termination may not be processed until shares purchased with the
dividends paid for such record date have been credited to the participant's
account. Any optional cash payment which was received prior to the request for
withdrawal or termination will be reinvested unless return of the amount is
requested at the time of the request for withdrawal or termination and such
request is received at least 48 hours before the next Investment Date. All
subsequent dividends will be paid to the participant in cash unless the
participant re-enrolls in the Plan. The Corporation reserves the right, in its
sole discretion, to terminate the Plan or any participant's account at any time.
OTHER INFORMATION
27. What happens when a participant sells or transfers the shares of the
Corporation registered in such participant's name?
If a participant sells or transfers all shares of the Corporation
registered in the participant's name, the Corporation will continue to reinvest
the cash dividends on Common Shares credited to the participant's Plan account,
subject to the participant's right to withdraw Common Shares from the Plan
account or terminate participation under the Plan at any time.
28. What happens if the Corporation issues a dividend payable in Common
Shares or declares a stock split?
Any dividend payable in Common Shares or split shares distributed by the
Corporation on Common Shares credited to a participant's Plan account will be
added to such account. Any dividend payable in Common Shares or split shares
distributed by the Corporation on Common Shares not in the participant's Plan
account will be transmitted directly to the Participant in the same manner as to
shareholders who are not participating in the Plan.
29. How will Common Shares credited to a participant's Plan account be voted at
Shareholders' Meetings?
For each meeting of shareholders, a participant will receive proxy material
that will enable the participant to vote both the shares registered in the
participant's name directly and whole Common Shares credited to the
participant's Plan account. If a participant elects, such participant may vote
Common Shares, including all whole Common Shares credited to the participant's
Plan account, in person at the shareholders' meeting.
If no instructions are indicated on a properly signed and returned proxy
card, all of the participant's Common Shares -- those registered in the
participant's name and those credited to the participant's Plan account -- will
be voted in accordance with the recommendations of the Corporation's management.
12
<PAGE> 16
30. What are the responsibilities of the Corporation, the Bank, and the
Purchasing Agent under the Plan?
Neither the Corporation, nor the Bank, nor the Purchasing Agent shall have
any responsibility beyond the exercise of ordinary care for any action taken or
omitted under the Plan nor shall they have any duties, responsibilities, or
liabilities except as expressly set forth in the Plan. The Corporation, the
Bank, and the Purchasing Agent will not be liable under the Plan for any act
done in good faith or for any good faith omission to act including, without
limitation, any claim of liability arising (i) out of failure to terminate a
participant's Plan account upon the participant's death prior to receipt of
written notice of such participant's death, (ii) with respect to the prices at
which Common Shares are purchased or sold for a participant's account, (iii)
with respect to the times when such purchases or sales are made, or (iv) with
respect to any fluctuation in market value of the Common Shares.
The participant should recognize that the Corporation, the Bank, and the
Purchasing Agent cannot assure the participant a profit or protect the
participant against a loss on the Common Shares purchased or sold under the
Plan.
31. May the Plan be changed or discontinued?
The Corporation may amend, suspend, modify, or terminate the Plan at any
time, including the period between a record date and a dividend payment date.
Notice of any such amendment, suspension, modification, or termination will be
sent to all participants. Any such amendment shall conclusively be deemed to be
accepted by the participant unless prior to the effective date of any such
amendment as set forth in the notice, the Bank receives written notice of the
termination of the participant's account. Upon a termination of the Plan, any
uninvested optional cash payments will be returned and, except as otherwise
provided in Questions 25 and 26, certificates for whole Common Shares credited
to a participant's account under the Plan will be issued, and a cash payment
will be made for any fraction of a Common Share credited to a participant's
account.
32. Where will notices to a participant be sent?
All notices to a participant will be addressed to the participant at the
last address of record with the Bank. A participant should notify the Bank in
writing of any change of address at the address set forth in Question 33.
13
<PAGE> 17
33. Who should be contacted with questions about the Plan?
All optional cash payments, requests for withdrawals, transfers of shares,
authorization cards, requests for partial reinvestment, and address changes
should be directed to:
Shareholder Reinvestment Services -- KEY
c/o Society National Bank
P.O. Box 92564
Cleveland, Ohio 44197-9891
All inquiries regarding the Plan should be directed to:
Shareholder Services -- KEY
c/o Society National Bank
P.O. Box 6477
Cleveland, Ohio 44101-1477
Telephone: 216-737-5745
1-800-542-7792
14
<PAGE> 18
CERTAIN RESTRICTIONS ON DIVIDENDS ON COMMON SHARES
The Corporation is a legal entity separate and distinct from its
subsidiaries. The principal source of the Corporation's income is dividends and
fees from its subsidiary banks. Various federal and state statutory provisions
limit the amount of dividends the subsidiary banks can pay to the Corporation
without regulatory approval. The approval of the Comptroller of the Currency is
required for any dividend by a national bank if the total of all dividends
declared by the bank in any calendar year would exceed the total of its net
profits, as defined by regulatory agencies, for that year combined with its
retained net profits for the preceding two years less any required transfers to
surplus or a fund for the retirement of any preferred stock. In addition, a
national bank may not pay a dividend in an amount greater than its net profits
then on hand after deducting its losses and bad debts. For this purpose, bad
debts are defined to include, generally, loans which have matured and are in
arrears with respect to interest by six months or more, other than such loans
which are well secured and in the process of collection. In addition, the
regulations of the Office of Thrift Supervision impose limitations on the
capital distributions of savings associations, such as Society First Federal
Savings Bank, a savings association subsidiary of the Corporation. State banks
that are not members of the Federal Reserve System ("nonmember banks") are
subject to varying restrictions on the payment of dividends under state laws.
Most of Old Keycorp's banking subsidiaries are state nonmember banks.
If, in the opinion of the applicable regulatory authority, a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal Reserve Board,
the Comptroller of the Currency, and the FDIC have issued policy statements
which provide that insured banks and bank holding companies should generally
only pay dividends out of current operating earnings. The terms of certain of
the Corporation's long-term debt instruments also contain restrictions on the
payment of cash dividends. Future dividends on Common Shares are subject to the
discretion of the Board of Directors (or Executive Committee thereof) of the
Corporation, cash needs, general business conditions, preferential dividends on
outstanding Preferred Stock, and the foregoing restrictions, among others.
USE OF PROCEEDS
Any net proceeds from the sale of the Common Shares offered hereby will be
applied to the Corporation's general funds to be utilized for general corporate
purposes, including investments in, or extensions of credit to, the
Corporation's subsidiaries. Specific allocations of the proceeds to such
purposes have not been made at the date of this Prospectus.
INDEMNIFICATION
The Corporation's Code of Regulations provide that the Corporation shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit, or proceeding by reason of the fact that
he or she is or was a director, officer, or employee
15
<PAGE> 19
of the Corporation or of any other bank, corporation, partnership, trust, or
other enterprise for which he was serving as a director, officer or employee at
the request of the Corporation.
Under the terms of the Corporation's directors' and officers' liability and
company reimbursement insurance policy, directors and officers of the
Corporation are insured against certain liabilities, including liabilities
arising under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
LEGAL OPINIONS
The validity of the Common Shares offered hereby has been passed upon for
the Corporation by Thompson, Hine and Flory, 1100 National City Bank Building,
Cleveland, Ohio 44114. At February 10, 1994, attorneys at Thompson, Hine and
Flory owned an aggregate of approximately 61,000 Common Shares.
EXPERTS
The consolidated financial statements of Society included in Society's
Annual Report on Form 10-K incorporated by reference in this Prospectus have
been audited by Ernst & Young, independent auditors, as set forth and to the
extent indicated in their reports thereon included therein and incorporated
herein by reference.
The consolidated financial statements of Old KeyCorp included in Old
Keycorp's report on Form 8-K dated March 18, 1993, as amended by Form 8, dated
May 20, 1993 have been audited by Ernst & Young, independent auditors, as set
forth in their report thereon included therein, and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such reports and upon the authority of such firm as
experts in auditing and accounting.
With respect to the unaudited condensed consolidated interim financial
information of Old KeyCorp for the three and nine month periods ended September
30, 1993, the three and six month periods ended June 30, 1993 and the three
month period ended March 31, 1993 incorporated by reference in this Prospectus,
Ernst & Young have reported that they have applied limited procedures in
accordance with professional standards for a review of such information.
However, their separate report, included in Old KeyCorp's Quarterly Reports on
Form 10-Q for the quarters ended March 31, June 30, and September 30, 1993, and
incorporated herein by reference, Ernst & Young states that they did not audit
and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such information should
be restricted in light of the limited nature of the review procedures applied.
The independent auditors are not subject to the liability provisions of Section
11 of the Securities Act of 1933 for their report on the unaudited interim
financial information because that report is not a "report" or a "part" of the
Registration Statement prepared or certified by the auditors within the meaning
of Sections 7 and 11 of the Act.
16
<PAGE> 20
INVESTOR INFORMATION
STOCK
Key Bancshares Inc. Common Stock is listed on the New York Stock Exchange under
the symbol KEY.
SHAREHOLDER ASSISTANCE/REGISTRAR AND TRANSFER AGENT
Shareholders with questions regarding dividends, change of name or address, or
lost certificates, are invited to call or write:
Shareholder Services -- KEY
c/o Society National Bank
P.O. Box 6477
Cleveland, Ohio 44101-1477
Our Shareholder Assistance Line is available Monday through Friday, 8 a.m. to 5
p.m., Eastern Standard Time, by calling: (800) 542-7792 or (216) 737-5745.
DIVIDEND DIRECT DEPOSIT PLAN
This plan permits shareholders to electronically deposit common stock dividends
to their checking or savings account. This free service provides a convenient
and safe method of receiving dividend payments. If you have questions or are
interested in this program, call our Shareholder Assistance Line and ask for a
Dividend Direct Deposit brochure and authorization form.
INSTITUTIONAL INVESTOR AND ANALYST INFORMATION
Security analysts and investment professionals with questions regarding Key
Bancshares Inc. performance and its business should direct their inquiries to:
Jay S. Gould
Key Bancshares Inc.
127 Public Square 01-127-0406
Cleveland, Ohio 44114-1306
(216) 689-4221
<PAGE> 21
127 Public Square
Cleveland, Ohio 44114
(216) 689-3000
------------------------------------------------------
HIGHLIGHTS
&
PROSPECTUS
KEYCORP
(Currently named Society Corporation, but to be renamed KeyCorp upon the merger
of KeyCorp, an existing New York corporation, into Society Corporation, an
existing Ohio corporation.)
For the Corporation's
Dividend Reinvestment
and Cash Payment Plan
[KEYCORP LOGO]
<PAGE> 22
<TABLE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS.
SOCIETY CORPORATION
INDEX TO EXHIBITS
<CAPTION>
FORM S-3
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C> <C>
4(a) Amended and Restated Articles of Incorporated herein by reference to
Incorporation of Society Corporation Exhibit 4(a) to Form S-4 filed on
as last amended on September 17, 1993 December 28, 1993
(b) Amended and Restated Articles of Incorporated herein by reference to
Incorporation of KeyCorp Exhibit 4(b) to Form S-4 filed on December 28, 1993
(c) Regulations of Society Corporation, as Incorporated herein by reference to Exhibit
last amended as of March 16, 1992 3.2 to Form 10-K for Fiscal Year Ended
December 31, 1992 filed on March 24, 1993
(d) Regulations of KeyCorp Incorporated herein by reference to Exhibit
4(d) to Form S-4 filed on December 28, 1993
(e) Rights Agreement, dated as of August Incorporated herein by reference to Exhibit
25, 1989, between Society Corporation 1 to Form 8-A on August 29, 1989
and First Chicago Trust Company of
New York, as Rights Agent, including as
Exhibit A thereto the form of Rights
Certificate
(f) Amendment No. 1 to Rights Agreement, Incorporated herein by reference to Exhibit
dated February 21, 1991, between Society 1 to Form 8-A filed on February 28, 1991
Corporation and First Chicago Trust
Company of New York, as Rights Agent
(g) Amendment No. 2 to Rights Agreement, Incorporated herein by reference to
dated September 12, 1991, between Society Exhibit 4 to Schedule 13D filed on
Corporation and First Chicago Trust September 23, 1991
Company of New York, as Rights Agent
(h) Amendment No. 3 to Rights Agreement, Incorporated herein by reference to
dated October 1, 1993, between Society Exhibit 4 to Schedule 13D filed on
Corporation and Society National Bank, October 12, 1993
as Rights Agent
15 Letter of Ernst & Young
re: unaudited interim financial information
23(a) Consent of Ernst & Young
23(b) Consent of Ernst & Young
24(a) Powers of Attorney
24(b) Certified Resolutions of Board of
Directors of Society
</TABLE>
<PAGE> 23
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT
NO. 33-10634 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON THIS 16TH DAY OF
FEBRUARY, 1994.
SOCIETY CORPORATION
Registrant
By /s/ Lawrence J. Carlini
----------------------------------
Lawrence J. Carlini
General Counsel and Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 33-10634 HAS BEEN
SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
Title and Description Date
--------------------- ----
Robert W. Gillespie, Chairman of the Board, February 16, 1994
Chief Executive Officer, President, and Director
(Principal Executive Officer); James W. Wert, Vice
Chairman of the Board, Chief Financial Officer, and
Director (Principal Financial Officer and Principal
Accounting Officer); Roger Noall, Director;
William G. Bares, Director; Edward F. Bell,
Director; Albert C. Bersticker, Director; Thomas
A. Commes, Director; Howard J. Cooper, Director;
Betty Cope, Director; Allen H. Ford, Director;
T. Raymond Gregory, Director; Jerry Hammes,
Director; Stephen R. Hardis, Director; Lawrence A.
Leser, Director; A. Stephen Martindale, Director;
John G. McDonald, Director; Henry L. Meyer III,
Director; Steven A. Minter, Director; M. Thomas
Moore, Director; John C. Morley, Director;
Richard W. Pogue, Director; James S. Reid, Jr.,
Director; Harry A. Shaw III, Director; Dennis W.
Sullivan, Director; and Renold D. Thompson,
Director.
By /s/ Lawrence J. Carlini
---------------------------
Lawrence J. Carlini
Attorney-in-Fact
February 16, 1994
<PAGE> 1
Exhibit 15
February 14, 1994
Shareholders and Board of Directors
KeyCorp
We are aware of the incorporation by reference in Post-Effective Amendment
No. 3 to the Registration Statement (Form S-3 No. 33-10634) and related
Prospectus of Society Corporation pertaining to the Society Corporation Dividend
Reinvestment and Cash Payment Plan, of our reports dated April 15, 1993, July
15, 1993, and October 14, 1993 relating to the unaudited consolidated interim
financial statements of KeyCorp which are included in its Forms 10-Q for the
quarters ended March 31, 1993, June 30, 1993, and September 30, 1993.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a
part of the registration statement prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young
--------------------
ERNST & YOUNG
<PAGE> 1
Exhibit 23(a)
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in Post-Effective Amendment No. 3 to the
Registration Statement (Form S-3 No. 33-10634) and related Prospectus of
Society Corporation pertaining to the Society Corporation Dividend Reinvestment
and Cash Payment Plan, of our report dated January 29, 1993 with respect to the
consolidated financial statements of Society Corporation and Subsidiaries
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1992, filed with the Securities and Exchange Commission.
/s/ Ernst & Young
--------------------
ERNST & YOUNG
Cleveland, Ohio
February 15, 1994
<PAGE> 1
Exhibit 23(b)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
incorporation by reference in Post-Effective Amendment No. 3 to the
Registration Statement (Form S-3 No. 33-10634) and related Prospectus of
Society Corporation pertaining to the Society Corporation Dividend Reinvestment
and Cash Payment Plan, of our report dated January 15, 1993 with respect to the
KeyCorp 1992 Supplemental Financial Statements (which now are considered to be
the primary financial statements, giving effect to the merger of Puget Sound
Bancorp with KeyCorp on January 15, 1993) included in the KeyCorp current
report on Form 8-K dated March 18, 1993 (as amended by a Form 8 dated May 20,
1993) filed with the Securities and Exchange Commission.
/s/ Ernst & Young
--------------------
ERNST & YOUNG
Albany, New York
February 14, 1994
<PAGE> 1
Exhibit 24(a)
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Robert W. Gillespie
------------------------------------
<PAGE> 2
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ James W. Wert
---------------------------------
<PAGE> 3
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Roger Noall
----------------------------------
<PAGE> 4
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ William G. Bares
-----------------------------------
<PAGE> 5
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 21, 1994.
/s/ Edward F. Bell
--------------------------------
<PAGE> 6
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 21, 1994.
/s/ Albert C. Bersticker
----------------------------------
<PAGE> 7
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Thomas A. Commes
-------------------------------
<PAGE> 8
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 28, 1994.
/s/ Howard J. Cooper
----------------------------------
<PAGE> 9
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 25, 1994.
/s/ Betty Cope
----------------------------------
<PAGE> 10
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Allen H. Ford
-----------------------------------
<PAGE> 11
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 22, 1994.
/s/ T. Raymond Gregory
----------------------------------
<PAGE> 12
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Jerry Hammes
----------------------------------
<PAGE> 13
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Stephen R. Hardis
-----------------------------------
<PAGE> 14
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Lawrence A. Leser
------------------------------------
<PAGE> 15
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 21, 1994.
/s/ A. Stephen Martindale
-----------------------------------
<PAGE> 16
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ John G. McDonald
----------------------------------
<PAGE> 17
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Henry L. Meyer III
------------------------------------
<PAGE> 18
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Steven A. Minter
-----------------------------------
<PAGE> 19
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 22, 1994.
/s/ M. Thomas Moore
------------------------------------
<PAGE> 20
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ John C. Morley
------------------------------------
<PAGE> 21
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Richard W. Pogue
------------------------------
<PAGE> 22
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ James S. Reid
---------------------------------
<PAGE> 23
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Harry A. Shaw III
------------------------------------
<PAGE> 24
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 19, 1994.
/s/ Dennis W. Sullivan
---------------------------------
<PAGE> 25
SOCIETY CORPORATION
-------------------
POWER OF ATTORNEY
-----------------
The undersigned, an officer or director, or both an officer and
director of Society Corporation, an Ohio corporation, which anticipates filing
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, such registration
statements or amendments to existing registration statements (on such Form S-3,
S-8 or such other form or forms as are applicable) to effect the registration
of up to 400,000 Common Shares of the Corporation to be issued and sold under
the Corporation's Dividend Reinvestment and Cash Payment Plan (the "Plan") (or
under a new employee stock purchase plan which may be adopted) in addition to
the 400,000 Common Shares currently authorized to be issued and sold under the
Plan, hereby constitutes and appoints Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini, and each of them, as attorney for the undersigned, with
full power of substitution and resubstitution for and in the name, place, and
stead of the undersigned, to sign and file the proposed registration statements
or amendments to existing registration statements and any and all amendments,
post-effective amendments, and exhibits thereto, and any and all applications
and other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration with full power and
authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of January 20, 1994.
/s/ Renold D. Thompson
-----------------------------------
<PAGE> 1
Exhibit 24(b)
CERTIFICATION
-------------
I, Lawrence J. Carlini, hereby certify that I am the Secretary of
Society Corporation, a corporation duly organized under the laws of the State
of Ohio, that I have in my possession the corporate records regarding the
Corporation, and that attached hereto is a true and correct copy of the
resolution duly adopted by the Executive Committee of the Board of Directors of
such Corporation at a meeting thereof duly called and held on January 20, 1994,
at which meeting a quorum of the Board was present throughout, and that such
resolutions have not been rescinded and are in full force and effect.
IN WITNESS THEREOF, the undersigned has hereunto put his hand and the
seal of this Corporation on this 20th day of January, 1994.
/s/ Lawrence J. Carlini
---------------------------------
Lawrence J. Carlini
Secretary
Society Corporation
<PAGE> 2
Resolution adopted by the Executive Committee of the Board of Directors of
Society Corporation on January 20, 1994.
RESOLVED, that in connection with the consummation of the
merger of KeyCorp and the Corporation, the Corporation's Dividend
Reinvestment and Cash Payment Plan (the "Plan") be (a) combined with
KeyCorp's Dividend Reinvestment and Stock Purchase Plan and (b)
amended (or a new plan adopted) which incorporates such combination
and the following: a minimum optional cash payment of $10.00 and a
maximum optional cash payment of $10,000.00 per month; the elimination
of preferred stockholders as eligible participants in the Plan; a new
employee stock purchase feature pursuant to which an Eligible Employee
(as would be defined in the Plan) may join and participate in the Plan
through payroll deduction of up to a ten percent purchase price
discount; such other terms as the officers of the Corporation deem
necessary or advisable (provided, however, the employee stock purchase
feature may be part of the Plan as amended, or it may be a separate
plan, all as may be determined by the officers of the Corporation).
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized to approve amendments to the Plan,
or the form of new plan or plans, as authorized above, together with
any other related or corresponding amendments to the Plan that such
officer may determine to be necessary or desirable.
FURTHER RESOLVED, that, in addition to the 400,000 Common
Shares currently authorized to be issued and sold under the Plan, the
Corporation is hereby authorized to issue and sell up to 400,000
additional Common Shares pursuant to the Plan as amended and that the
officers of the Corporation be and each of them is hereby authorized
to cause to be issued from time to time up to an aggregate amount of
800,000 Common Shares in connection with the Plan; provided, however,
if the employee stock purchase feature is adopted as a separate plan,
the officers of the Corporation are authorized to allocate such
authorized Common Shares between the Plan as amended and the separate
employee stock purchase plan in such manner as they determine
advisable.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized, for and on behalf of the
Corporation, to prepare or cause to be prepared and to execute and
file with the Securities and Exchange Commission (the "Commission")
such registration statements or amendments to existing registration
statements (on such form or forms as are applicable) under the
Securities Act of 1933, as amended (the "1933 Act"), and to do or
cause to be done all things necessary or advisable to effect
registration under the 1993 Act of the Common Shares authorized above
to be issued and to be sold under the Plan.
FURTHER RESOLVED, that Robert W. Gillespie, Roger Noall, and
Lawrence J. Carlini be and each of them are hereby appointed as the
attorney-in-fact of the Corporation with full power of substitution
and resubstitution, for and in the name, place, and stead of the
Corporation, to
<PAGE> 3
sign and file: (A) any and all registration statements on Form S-3,
Form S-8, or such other forms as may be appropriate and such
amendments as may be, in their judgment, appropriate, with respect to
the Common Shares or other securities issuable pursuant to the above
resolutions, (B) any and all amendments, post-effective amendments,
and exhibits thereto, and (C) any and all applications and other
documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registrations, with full power
and authority to do and perform any and all acts and things whatsoever
requisite and necessary to effect such registrations, and that such
officers be and each of them are hereby authorized and directed, for
and on behalf of the Corporation, to execute a power of attorney
evidencing the foregoing appointment of attorney.
FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized in connection with the proposed offering of the
Common Shares, to take any action which they may deem necessary or
advisable to effect the registration or qualification (or exemption
therefrom) of such Common Shares under the securities or blue sky laws
of any of the States of the United States of America to carry out such
offering, and, in connection therewith, to execute, acknowledge,
verify, deliver, file, and publish all such applications, reports,
notices, and other papers and instruments to post bonds or otherwise
give security as may be required under such laws, and to take all such
further action as any of them may deem necessary or advisable to
maintain such registration or qualification or exemption therefrom for
as long as they may deem necessary or required by law.
FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized to execute and file irrevocable written consents to
service of process in all States of the United States of America where
such consents may be requisite or advisable under the securities law
thereof in connection with the registration, qualification, or
exemption of the Common Shares and to appoint the appropriate person
as agent of the Corporation for the purposes of receiving and
accepting process.
FURTHER RESOLVED, that any form of additional resolution
relating to any of the foregoing resolutions appropriate to or
required by law, regulation, or a regulatory agency, be and it is
hereby adopted and that the Secretary and each Assistant Secretary of
the Corporation be and each of them are hereby authorized to certify
as having been adopted by this Executive Committee such form of
authorizing resolution required in accordance with the foregoing,
provided that a copy of each such form of resolution so certified
shall be attached to the minutes of this meeting.
FURTHER RESOLVED, that the officers of the Corporation be and
each of them is hereby authorized to execute any and all additional
documents and take any and all additional action necessary to carry
out the provisions of the foregoing resolutions.
