KEYCORP/NEW
10-Q/A, 1994-06-07
NATIONAL COMMERCIAL BANKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington D.C.  20549

                                  FORM 10-Q/A

         [ X ]  FIRST AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION
               13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the Period Ended March 31, 1994

                                       OR

          [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) 
                     OF THE SECURITIES EXCHANGE ACT OF 1934

           For the Transition Period From _____________ To ____________

                          Commission File Number 0-850


                                    KEYCORP
        ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Ohio                                              34-6542451
    --------------------------                            --------------------
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                         Identification No.)

            127 Public Square, Cleveland, Ohio                  44114-1306
    ----------------------------------------------------  --------------------
          (Address of principal executive offices)              (Zip Code)

        Registrant's telephone number, including area code   (216) 689-3000
                                                           -------------------
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This First Amendment to the Quarterly Report on Form 10-Q for the period ended
March 31, 1994 is filed for the sole purpose of amending Item 6(a) of the 
Registrant's Form 10-Q filed with the Commission on May 16, 1994, to include 
in such Item 6(a) an Exhibit 15, Acknowledgment Letter of Independent
Auditors.  No other Item or subsection of any Item (including, without 
limitation, Item 6(b)) of the Registrant's Form 10-Q filed with the Commission 
on May 16, 1994,  shall be amended or deemed to be amended as a result of the 
filing by the Registrant of this First Amendment.


Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------
   (a)    Exhibits

          (11) Statement Re: Earnings Per Share Computation*

          (15) Acknowledgment Letter of Independent Auditors


*   Filed as Exhibit 11 to KeyCorp's original Form 10-Q filed on May 16, 1994.






























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                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this First Amendment to Quarterly Report on Form 
10-Q  to be signed on its behalf by the undersigned thereunto duly authorized.



                                                        KEYCORP
                                                 -----------------------
                                                      (Registrant)





                                                        /s/ Lee Irving
                                                 -----------------------
Dated: June 7, 1994                               By:  Lee Irving
                                                       Executive Vice President,
                                                       Treasurer and Chief 
                                                       Accounting Officer















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                                                                      EXHIBIT 15
ACKNOWLEDGMENT LETTER OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
KeyCorp

We are aware of the incorporation by reference in the following KeyCorp
Registration Statements of our review report, dated April 19, 1994, relating to 
the unaudited consolidated interim financial statements of KeyCorp, included in
the Quarterly Report on Form 10-Q for the period ended March 31, 1994.

        Form S-3 No. 33-5064
        Form S-3 No. 33-10634
        Form S-3 No. 33-39733
        Form S-3 No. 33-39734
        Form S-3 No. 33-51652

        Form S-4 No. 33-31569
        Form S-4 No. 33-44657
        Form S-4 No. 33-51717

        Form S-8 No. 2-67589
        Form S-8 No. 2-96769
        Form S-8 No. 2-97452
        Form S-8 No. 33-21643
        Form S-8 No. 33-42691
        Form S-8 No. 33-45518
        Form S-8 No. 33-46278
        Form S-8 No. 33-52293
        Form S-8 No. 33-57408

        Form S-8 No. 33-31569 (Post-Effective Amendment No. 1 to Form S-4) 
        Form S-8 No. 33-31569 (Post-Effective Amendment No. 2 to Form S-4) 
        Form S-8 No. 33-31569 (Post-Effective Amendment No. 3 to Form S-4) 
        Form S-8 No. 33-44657 (Post-Effective Amendment No. 1 to Form S-4) 
        Form S-8 No. 33-51717 (Post-Effective Amendment No. 1 to Form S-4)


Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a part
of the Registration Statements prepared or certified by accountants within the 
meaning of Section 7 or 11 of the Securities Act of 1933.

                                                /s/Ernst & Young

Cleveland, Ohio
June 7, 1994


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