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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): June 16, 1997
[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
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Item 5. Other Events
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On June 16, 1997, KeyCorp issued a press release announcing that it had
signed a definitive agreement to acquire Champion Mortgage Co. Inc.
("Champion"), a leading home equity finance company headquartered in
Parsippany, New Jersey. In accordance with the agreement, KeyCorp will,
upon closing, issue common shares valued at approximately $200 million in a
transaction structured as a tax-free exchange and to be accounted for as a
purchase. KeyCorp plans on repurchasing shares equal in number to those
issued. The agreement also provides an opportunity for Champion's
shareholders' to receive additional KeyCorp common shares valued at up to
$100 million in the event that significant increases in profitability and
origination volumes are achieved over the next three years in connection
with the expansion of the retail home equity finance business into new
markets. The transaction is expected to close in the third quarter of
1997, pending necessary regulatory approval.
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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: June 16, 1997 /s/ Lee Irving
________________________________
By: Lee Irving
Executive Vice President
and Chief Accounting Officer
