<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 1996
[KEYCORP LOGO APPEARS HERE]
KEYCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 0-850 63-0593897
- ----------------- --------------- -------------------
(State or other Commission File (I.R.S. Employer
jurisdiction of Number Identification No.)
incorporation or
organization)
127 Public Square, Cleveland, Ohio 44114-1306
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 689-6300
<PAGE>
ITEM 5. OTHER EVENTS
------------
KeyCorp announced on November 25, 1996 the following strategic actions
it has undertaken or will undertake in the next year to complete its
transformation to a nationwide, bank-based financial services company:
* Formation of a single nationwide bank from Key's current network
of 12 banks in 14 states and four regions of the United States.
The new bank's business lines will emphasize community and
corporate banking products and services, and will complement the
delivery on a nationwide basis of consumer finance products
through KeyBank USA, which will remain as a separate company.
* Consolidation of nearly 140 of its branch offices, known as
KeyCenters, into other KeyCenters.
* Reduction of approximately 2,700 positions, or 10 percent of its
employment base.
As a consequence of these actions, KeyCorp plans to take a fourth
quarter 1996 restructuring charge of $100 million. The major
components of the planned fourth quarter charge are expected to be as
follows:
Branch Consolidation $ 20 million
Separation Assistance 52 million
Technology Write-offs 28 million
------------
TOTAL $100 million
The technology write-offs reflect KeyCorp's accelerated plans for
organizing as a single nationwide bank, versus the current 12-bank,
four region banking group. Several minor systems are utilized
exclusively to support a multi-bank organization and would no longer
be required.
KeyCorp also announced: (a) its intention to sell slightly more than
140 KeyCenters in primarily rural areas and (b) that its Board of
Directors authorized a new share buyback program, effective
immediately, whereby up to 12 million shares may be repurchased by the
end of 1997.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
FORWARD LOOKING STATEMENTS DISCLOSURE
This Form 8-K contains forward looking statements. Actual results
could differ materially from such statements for a variety of factors
including: (1) delays in obtaining, or inability to obtain, necessary
regulatory approvals in connection with merging of banks or
consolidation or sale of branches or otherwise, (2) inability to enter
into or delay in entering into satisfactory sales transactions in
connection with contemplated branch divestitures, (3) significant
customer losses in connection with branch consolidations, (4) adverse
revenue impact from employee reduction or consolidation of branches,
(5) unanticipated delays in implementing or inability to achieve
contemplated employee reduction, or (6) changes in laws, accounting,
tax or regulatory practice or requirements.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEYCORP
------------
(Registrant)
Date: November 25, 1996 /s/ Lee Irving
------------------------
By: Lee Irving
Executive Vice
President and Chief
Accounting Officer
