KEYCORP/NEW
SC 13G/A, 1995-02-14
NATIONAL COMMERCIAL BANKS
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<PAGE>   1





                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                      
                                      
                                 SCHEDULE 13G
                                      
                                                                   
                                      
                                      
                  Under the Securities Exchange Act of 1934
                            (Amendment No.   1  )
                                          ------
                                      
                                      
                                      
                                   Key Corp
                  -----------------------------------------
                               (Name of Issuer)
                                      
                                      
                                      
                                      
                                    Common
                  -----------------------------------------
                        (Title of Class of Securities)
                                      
                                      
                                      
                                      
                                  493267108
                  -----------------------------------------
                                (CUSIP Number)
                                      
                                      

                              December 31, 1994
                  -----------------------------------------
           (Date of Event which Requires Filing of this Statement)


Check the following box if a fee is being paid with this statement  /X/







                                                                    Page 1 of 7
<PAGE>   2

<TABLE>
 <S>                                                                <C>
  (1)     Names of Reporting Persons S.S. or I.R.S.                 Wachovia Corporation
          Identification Nos. of Above Persons                      56-1473727

  (2)     Check the Appropriate Box if a Member of a Group (See     (a)     N/A
          Instructions)
                                                                    (b)     N/A
  (3)     SEC Use Only

  (4)     Citizenship or Place of Organization                      North Carolina

 Number of Shares      (5)     Sole Voting Power                       712,566.00
 Beneficially       
 Owned by Each         (6)     Shared Voting Power                  13,114,728.00
 Reporting Person   
 With                  (7)     Sole Dispositive Power                  696,873.00
                    
                       (8)     Shared Dispositive Power                 33,384.00
  
  (9)     Aggregate Amount Beneficially Owned by Each Reporting     13,854,683.00
          Person

 (10)     Check if Aggregate Amount in Row 9 Excludes Certain
          Shares (See Instructions)

 (11)     Percent of Class Represented by Amount in Row 9                    5.7%
                                                                              

 (12)     Type of Reporting Person
          (See Instructions)                                                  HC
</TABLE>





                                                                    Page 2 of 7
<PAGE>   3

<TABLE>
 <S>                                                                <C>
  (1)     Names of Reporting Persons S.S. or I.R.S.                 Wachovia Bank of North Carolina, NA
          Identification Nos. of Above Persons                      56-0927594

  (2)     Check the Appropriate Box if a Member of a Group (See     (a)     N/A
          Instructions)
                                                                    (b)     N/A
  (3)     SEC Use Only

  (4)     Citizenship or Place of Organization                      United States

 Number of Shares      (5)     Sole Voting Power                       575,633.00
 Beneficially      
 Owned by Each         (6)     Shared Voting Power                  12,775,459.00
 Reporting Person  
 With                  (7)     Sole Dispositive Power                  569,428.00
                   
                       (8)     Shared Dispositive Power                 31 513.00
 
  (9)     Aggregate Amount Beneficially Owned by Each Reporting     13,377,033.00
          Person                                                    

 (10)     Check if Aggregate Amount in Row 9 Excludes Certain
          Shares (See Instructions)

 (11)     Percent of Class Represented by Amount in Row 9                    5.4%
                                                                              
 (12)     Type of Reporting Person
          (See Instructions)                                                  BK
</TABLE>





                                                                    Page 3 of 7
<PAGE>   4

<TABLE>
<S>              <C>
Item 1 (a)       Name of Issuer:

                        Key Corp

Item 1 (b)       Address of Issuer's Principal Executive Offices:

                        127 Public Square
                        Second Floor
                        Cleveland, OH  44114-1306

Item 2 (a)       Name of Person Filing:

                 A.     Wachovia Corporation

                 B.     Wachovia Bank of North Carolina

Item 2 (b)       Address of Principal Business Office:

                 A.     301 North Main Street
                        Winston-Salem, North Carolina 27150-3099

                 B.     301 North Main Street
                        Winston-Salem, North Carolina 27150-3099

Item 2 (c)       Citizenship:

                 A.     North Carolina

                 B.     United States

Item 2 (d)       Title of Class of Securities:

                        Common

Item 2 (e)       CUSIP Number:

                        493267108

Item 3           If this statement is filed pursuant to Rules 13d-1(b), or 13d-3(b), check whether the person filing is a:

                 (a)    ( )    Broker or Dealer registered under Section 15 of the Act

                 (b)    (X)    Bank as defined in Section 3(a)(6) of the Act
                               (Wachovia Bank of North Carolina, NA)

                 (c)    ( )    Insurance Company as defined in Section 3(a)(19) of the Act

                 (d)    ( )    Investment Company registered under Section 8 of the Investment Company Act

                 (e)    ( )    Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940

</TABLE>

                                                                    Page 4 of 7
<PAGE>   5

<TABLE>
<S>       <C>    <C>    <C>    <C>                   <C>                           <C>
                 (f)    ( )    Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement 
                               Income Security Act of 1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)

                 (g)    (X)    Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G) (Note: See Item 7) 
                               (Wachovia Corporation)

                 (h)    ( )    Group, in accordance with 240.13d-1(b)(1)(ii)(H)


Item 4           Ownership.

                 If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day 
                 of any month described in Rule 13d-1 (b)(2), if applicable, exceeds five percent, provide the following 
                 information as of that date and identify those shares which there is a right to acquire.

          A.     Wachovia Corporation

                 (a)       Amount Beneficially Owned:  13,854,683.00 
                                                     ---------------

                 (b)       Percent of Class:                    5.7% 
                                                     ---------------

                 (c)       Number of Shares as to which such person has:

                 (i)       Sole power to vote or to direct the vote                     712,566.00                                 
                                                                                   ---------------                               
                                                                                                                                 
                 (ii)      Shared power to vote or to direct the vote                13,114,728.00                                 
                                                                                   ---------------                               
                                                                                                                                 
                 (iii)     Sole power to dispose or to direct the disposition of        696,873.00                                 
                                                                                   ---------------                               
                                                                                                                                 
                 (iv)      Shared power to dispose or to direct the disposition of       33,384.00                                
                                                                                   ---------------                              

          B.     Wachovia Bank of North Carolina, NA

                 (a)       Amount Beneficially Owned:  13,377,033.00  
                                                     ---------------

                 (b)       Percent of Class:                    5.4%         
                                                     ---------------

                 (c)       Number of Shares as to which such person has:

                 (i)       Sole power to vote or to direct the vote                      575,633.00                                
                                                                                    ---------------                             
                                                                                                                                 
                 (ii)      Shared power to vote or to direct the vote                 12,775,459.00                               
                                                                                    ---------------                             
                                                                                                                                 
                 (iii)     Sole power to dispose or to direct the disposition of         569,428.00                               
                                                                                    ---------------                             
                                                                                                                                 
                 (iv)      Shared power to dispose or to direct the disposition of        31,513.00                              
                                                                                    ---------------                            
</TABLE>                                                                      





                                                                    Page 5 of 7
<PAGE>   6

<TABLE>

<S>       <C>
Item 5    Ownership of Five Percent or Less of a Class.
          --------------------------------------------

                 N/A

Item 6    Ownership of More than Five Percent on Behalf of Another Person.
          ---------------------------------------------------------------

                 N/A

Item 7    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By The Parent Holding 
          -----------------------------------------------------------------------------------------------------------------------
          Company.
          -------

                 The securities to which this report relates are held by Wachovia Bank of North Carolina, NA, Wachovia Bank of 
                 Georgia, NA and Wachovia Bank of South Carolina, NA as trustees.  This filing should not be construed as an 
                 admission that the trustees or their parent, Wachovia Corporation, are, for the purposes of Section 13(d) or 
                 13(g) of the Act, beneficial owners of any securities covered by this statement.

Item 8    Identification and Classification of Members of The Group.

                 N/A

Item 9    Notice of Dissolution of Group.

                 N/A

Item 10   Certification:

                 By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were 
                 not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of
                 such securities and were not acquired in connection with or as a participant in any transaction having such 
                 purposes or effect.

</TABLE>

                                         SIGNATURE

                 After reasonable inquiry and to the best of my knowledge and
                 belief, I certify that the information set forth in this
                 statement is true, complete and correct.



                 Date:     February 10, 1995


                 For:      Wachovia Corporation

                           
                 By:       
                           --------------------------------------------
                           Hugh M. Durden, Executive Vice President





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<PAGE>   7





              Certification:

              By signing below, I certify that, to the best of my knowledge and
              belief, the securities referred to above were not acquired for
              the purpose of and do not have the effect of changing or
              influencing the control of the issuer of such securities and were
              not acquired in connection with or as a participant in any
              transaction having such purposes or effect.



                                         SIGNATURE

              After reasonable inquiry and to the best of my knowledge and     
              belief, I certify that the information set forth in this         
              statement is true, complete and correct.                         
                                                                               
                                                                               
                                                                               
              Date:     February 10, 1995                                      
                                                                               
                                                                               
              For:      Wachovia Bank of North Carolina, NA                    
                                                                               
                                                                               
              By:                                                              
                        --------------------------------------------           
                        Douglas G. Hartsema, Senior Vice President             
                 



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