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As filed with the Securities and Exchange Commission on March 1, 1994.
Sequential page 1 of _____. Exhibit Index located at sequential page _____.
Registration No. 33-51717
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
SOCIETY CORPORATION
(renamed "KeyCorp"
upon consummation of the merger of KeyCorp,
a New York corporation, into
Society Corporation, an Ohio corporation)
(Exact name of Registrant as specified in its charter)
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<S> <C>
OHIO 34-6542451
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
</TABLE>
127 PUBLIC SQUARE
Cleveland, Ohio 44114
(Address of principal executive offices)
_______________________
KEY BANKS INC. STOCK OPTION PLAN
KEYCORP DIRECTORS' STOCK OPTION PLAN
KEYCORP 1988 STOCK OPTION PLAN
(Full title of the plans)
_______________________
Lawrence J. Carlini, General Counsel and Secretary
Society Corporation
127 Public Square
Cleveland, Ohio 44114
(216) 689-3000
(Name, address, and telephone number, including area code, of
agent for service)
____________________________________________________________________________
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As of the date of this Registration Statement, KeyCorp, a New York corporation
("Old KeyCorp"), is merging into and with Society Corporation, an Ohio
Corporation ("Society"), with the surviving corporation being named "KeyCorp."
References to Society in this Registration Statement are references to Society,
the Ohio corporation, existing prior to the merger. References to Old KeyCorp
in this Registration Statement are references to KeyCorp, the New York
corporation existing prior to the merger. References to KeyCorp in this
Registration Statement are references to the corporation, and its successors,
surviving the aforementioned merger.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), by the Registrant, Society, are hereby incorporated by
reference into this Post-Effective Amendment No. 1 to Form S-4 on Form S-8
Registration Statement (the "Registration Statement"): (a) Society's
Prospectus/Joint Proxy Statement, dated December 29, 1993, filed with the SEC
as a part of Society's Registration Statement on Form S-4 on December 28, 1993
(Registration No. 33-51717); (b) Society's Annual Report on Form 10-K for the
year ended December 31, 1992; (c) Society's Quarterly Reports on Form 10-Q for
the quarters ended March 31, June 30, and September 30, 1993; (d) 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 (e) the descriptions
of the Common Shares, with a par value of $1 each, of KeyCorp ("KeyCorp Common
Stock") and the rights to purchase KeyCorp Common Stock contained in KeyCorp's
Registration Statement on Form 8-A/A with respect thereto filed pursuant to
Section 12 of the Exchange Act (and any amendment or report filed for the
purpose of updating the description).
The following documents filed with the SEC under the Exchange Act by
Old KeyCorp are hereby incorporated by reference into this Registration
Statement: (a) Old KeyCorp's Annual Report on Form 10-K for the year ended
December 31, 1992; (b) Old KeyCorp's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, and September 30, 1993; and (c)
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
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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), and October 15, 1993, January 14, and January 21, 1994.
The information contained in this Registration Statement should be
read together with the information in the documents incorporated by reference.
All documents filed by KeyCorp under Section 13(a), 13(c), 14, and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Ohio law, Ohio corporations are authorized to indemnify
directors, officers, employees, and agents within prescribed limits and must
indemnify them under certain circumstances. Ohio law does not provide
statutory authorization for a corporation to indemnify directors, officers,
employees, and agents for settlements, fines, or judgments in the context of
derivative suits. However, it provides that directors (but not officers,
employees, and agents) are entitled to mandatory advancement of expenses,
including attorneys' fees, incurred in defending any action, including
derivative actions, brought against the director, provided the director agrees
to cooperate with the corporation concerning the matter and to repay the amount
advanced if it is proved by clear and convincing evidence that his act or
failure to act was done with deliberate intent to cause injury to the
corporation or with reckless disregard for the corporation's best interests.
Ohio law does not authorize payment of judgments to a director,
officer, employee, or agent after a finding of negligence or misconduct in a
derivative suit absent a court order. Indemnification is required, however, to
the extent such person succeeds on the merits. In all other cases, if a
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director, officer, employee, or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, indemnification is discretionary except as otherwise provided by a
corporation's articles, code of regulations, or by contract except with respect
to the advancement of expenses of directors.
Under Ohio law, a director is not liable for monetary damages unless
it is proved by clear and convincing evidence that his action or failure to act
was undertaken with deliberate intent to cause injury to the corporation or
with reckless disregard for the best interests of the corporation. There is,
however, no comparable provision limiting the liability of officers, employees,
or agents of a corporation. The statutory right to indemnification is not
exclusive in Ohio, and Ohio corporations may, among other things, procure
insurance for such persons.
The Society Regulations provide that Society 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 is or
was a director, officer, or employee of Society 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 Society.
Except as stated above, neither the Amended and Restated Articles of
Incorporation of Society nor any other contract or arrangement to which Society
is a party provides for such indemnification. Under the terms of Society's
directors' and officers' liability and company reimbursement insurance policy,
directors and officers of Society are insured against certain liabilities,
including liabilities arising under the Securities Act.
The Regulations of KeyCorp, the surviving corporation in the merger of
Society and Old KeyCorp, contain identical indemnification provisions to those
in the Society Regulations. KeyCorp maintains directors' and officers'
liability and company reimbursement insurance policies under which directors
and officers of KeyCorp are insured against certain liabilities, including
liabilities arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
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ITEM 8. EXHIBITS.
The Exhibits to Registration Statement are listed in the Index to
Exhibits on page ___ of this Registration Statement.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
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1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on this 1st day of
March, 1994.
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<S> <C>
SOCIETY CORPORATION,
Registrant
----------------------------
Lawrence J. Carlini,
General Counsel and Secretary
</TABLE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Title and Description Date
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<S> <C>
Robert W. Gillespie, Chairman of the Board, March 1, 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:
-----------------------------
Lawrence J. Carlini,
General Counsel and Secretary
</TABLE>
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<TABLE>
KEYCORP
INDEX TO EXHIBITS
<CAPTION>
FORM
S-8 SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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<S> <C> <C> <C>
(4) (a) Amended and Restated Articles of Incorporation of Incorporated herein by
Society Corporation, as last amended on September reference to Exhibit 4(a) to
17, 1993 the Registration Statement on
Form S-4 (Registration No.
33-51717) filed with the SEC
on December 28, 1993
(b) Amended and Restated Articles of Incorporation of Incorporated herein by
KeyCorp reference to Exhibit 7 to
Society's Form 8-A/A
filed with the SEC on February
25, 1994
(c) Regulations of Society Corporation, as last Incorporated herein by
amended as of March 16, 1992 reference to Exhibit 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 6 to
Society's Form 8-A/A
filed with the SEC on February
25, 1994
(e) Rights Agreement, dated as of August 25, 1989, Incorporated herein by
between Society Corporation and First Chicago reference to Exhibit 1 to Form
Trust Company of New York, as Rights Agent, 8-A filed on August 29, 1989
including as Exhibit A thereto the form of Rights
Certificate
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<S> <C> <C> <C>
(f) Amendment No. 1 to Rights Agreement, dated Incorporated hereby by
February 21, 1991, between Society Corporation reference to Exhibit 1 to Form
and First Chicago Trust Company of New York, as 8-A filed on February 28, 1991
Rights Agent
(g) Amendment No. 2 to Rights Agreement, dated Incorporated herein by
September 12, 1991, between Society Corporation reference to Exhibit 4 to
and First Chicago Trust Company of New York, as Schedule 13D filed on
Rights Agent September 23, 1991
(h) Amendment No. 3 to Rights Agreement, dated Incorporated herein by
October 1, 1993, between Society Corporation and reference to Exhibit 4 to
Society National Bank, as Rights Agent Schedule 13D filed on October
12, 1993
(5) Opinion of Thompson, Hine and Flory as to the Incorporated herein by
legality of the securities to be registered reference to Exhibit 5 to the
Registration Statement on Form
S-4 (Registration No. 33-
51717) filed with the SEC on
December 28, 1993
(15) Letter of Ernst & Young Re: Unaudited Interim
Financial Information
(23) (a) Consent of Ernst & Young
(b) Consent of Ernst & Young
(c) Consent of Thompson, Hine and Flory (included as
part of Exhibit 5)
(24) (a) Powers of Attorney Incorporated herein by
reference to Exhibit 24(a) to
the Registration Statement on
Form S-4 (Registration No.
33-51717) filed with the SEC
on December 28, 1993
(b) Certified Resolutions of Board of Directors of Incorporated herein by
Society reference to Exhibit 24(b) to
the Registration Statement on
Form S-4 (Registration No.
33-51717) filed with the SEC
on December 28, 1993
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Exhibit 15
February 28, 1994
Shareholders and Board of Directors
KeyCorp
We are aware of the incorporation by reference in Post-Effective Amendment No. 1
to Form S-4 (No. 33-51717) on Form S-8 and related Prospectuses of KeyCorp (the
name of the surviving corporation subsequent to the merger of KeyCorp with and
into Society Corporation) pertaining to the Key Banks Inc. 1984 Stock Option
Plan, KeyCorp Directors' Stock Option Plan and KeyCorp 1988 Stock Option 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
(the New York corporation existing prior to the merger with Society
Corporation) 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
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Exhibit 23(a)
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Form S-4 (No. 33-51717) on Form S-8 and related Prospectuses of KeyCorp (the
name of the surviving corporation subsequent to the merger of KeyCorp with and
into Society Corporation) pertaining to the Key Banks, Inc. 1984 Stock Option
Plan, KeyCorp 1987 Directors' Stock Option Plan and KeyCorp 1988 Stock Option
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 28, 1994
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Exhibit 23(b)
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to Form S-4 (No. 33-51717) on Form S-8 and related Prospectuses of KeyCorp (the
name of the surviving corporation subsequent to the merger of KeyCorp with and
into Society Corporation) pertaining to the Key Banks Inc. 1984 Stock Option
Plan, KeyCorp Directors' Stock Option Plan and KeyCorp 1988 Stock Option Plan,
of our report dated January 15, 1993 with respect to the KeyCorp (the New York
corporation existing prior to the merger with Society Corporation) 1992
Supplemental Financial Statements (which are considered 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 28, 1994
