KEYCORP /NEW/
SC 13G/A, 1997-02-18
NATIONAL COMMERCIAL BANKS
Previous: SHARED MEDICAL SYSTEMS CORP, SC 13G, 1997-02-18
Next: KEYCORP /NEW/, SC 13G/A, 1997-02-18



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (Amendment No. 3)


                                 Partner Re LTD.
   --------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
   --------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    G6852T105
   --------------------------------------------------------------------------
                                 (Cusip Number)


Check the following if a fee is being paid with this statement ___. (A fee is
not required only if the filing person:

(1) has a previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).




                      (Continued on the following page(s))

                                   Page 1 of 5
<PAGE>   2
- -------------------------------------------------------------------------------
      CUSIP No.               G6852T105             13G        Page 2 of 5 Pages
                         -------------------
- -------------------------------------------------------------------------------
  1   NAME OF REPORTING PERSON

      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


      KeyCorp
      I.R.S. Employer Identification No. 14-1538208
- --------------------------------------------------------------------------------
  2   CHECK THE APPROPRIATE BOX IF A MEMBER
      OF A GROUP*
                                                                (a)    / /

                                      Not Applicable            (b)    / /

- --------------------------------------------------------------------------------
  3   SEC USE ONLY


- --------------------------------------------------------------------------------
  4   CITIZENSHIP OR PLACE OF ORGANIZATION

      State of Ohio
- --------------------------------------------------------------------------------

                                  5   Sole Voting Power     817

              Number of
                               -------------------------------------------------
                Shares            6   Shared Voting

             Beneficially             POWER                 4,207,863
               Owned By
                               -------------------------------------------------
            Each Reporting        7   Sole Dispositive
             Person With              POWER                 0

                               -------------------------------------------------
                                  8   Shared Dispositive    4,207,863
                                      POWER
- --------------------------------------------------------------------------------
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED
      BY EACH REPORTING PERSON
              4,208,863
- --------------------------------------------------------------------------------
 10   CHECK BOX IF THE AGGREGATE AMOUNT IN
      ROW (9) EXCLUDES CERTAIN SHARES*
            Not Applicable

- --------------------------------------------------------------------------------
 11   PERCENT OF CLASS REPRESENTED BY AMOUNT
      IN ROW 9
                 8.3%

- --------------------------------------------------------------------------------
 12   TYPE OF REPORTING PERSON*
                  HC

- --------------------------------------------------------------------------------

SEC 1745 (6-80)          *SEE INSTRUCTIONS BEFORE FILLING OUT




                                     2 of 5
<PAGE>   3
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                  SCHEDULE 13G

                  Under the Securities and Exchange Act of 1934
                                (Amendment No. 3)


ITEM 1 (a).  NAME OF ISSUER:

Partner Re LTD

ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

69 Pitts Bay Road, Belvedere Bldg.
Hamilton, Bermuda HM-08

ITEM 2 (a).  NAME OF PERSON FILING:

KeyCorp

ITEM 2 (b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

127 Public Square
Cleveland,  Ohio  44114-1306

ITEM 2 (c).  PLACE OF ORGANIZATION:

State of Ohio

ITEM 2 (d).  TITLE OF CLASS OF SECURITIES:

Common Stock

ITEM 2 (e).  CUSIP NUMBER:

G6852T105

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
        or 13d - 2 (b), INDICATE TYPE OF PERSON FILING:

Person filing is a Parent Holding Company, in accordance with 240.13d -
1(b)(ii)(G)


                                     3 of 5
<PAGE>   4
<TABLE>
<CAPTION>
<S>                                                                     <C>
ITEM 4. OWNERSHIP:

        (a)  Amount of beneficially owned:                               4,208,680 shares
                                                                        -----------------

        (b)  Percent of class:                                                        8.3%
                                                                        -----------------

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

            (i)Sole power to vote or to direct the vote                               817
                                                                        -----------------
           (ii)Shared power to vote or to direct the vote                       4,207,863
                                                                        -----------------
          (iii)Sole power to dispose or to direct the disposition of                    0
                                                                        -----------------
           (iv)Shared power to dispose or to direct the disposition of          4,207,863
                                                                        -----------------
</TABLE>

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

        Not Applicable

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

        Other persons are known to have the right to receive or the
        power to direct the receipt of dividends or the proceeds
        from the sale of these securities.  Those persons whose
        interest relates to more than five percent of the class are:
        None

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARIES WHICH ACQUIRED
        THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

        Identification:    Key Trust Company of Ohio, Maine, Key
                           Trust Company

        Classification:    (B) Bank as defined by Section 3 (A)(6) of the
        Act.

        Identification: Spears,Benzak, Solomon & Farrell

        Classification:    Registered investment advisor

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

        Not Applicable

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

        Not Applicable




                                     4 of 5
<PAGE>   5
ITEM 10.  CERTIFICATION

The undersigned expressly declares that the filing of the Schedule 13G shall not
be construed as an admission that the undersigned is, for purposes of Section
13(d) and 13(g) of the Securities Exchange Act of 1934, the beneficial owner of
any securities covered by this Schedule 13G.

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.

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 14, 1997



KeyCorp

By:


/s/ Trace Swisher

Trace Swisher
Executive Vice President and Chief Fiduciary Officer
Key PrivateBank

                                     5 of 5



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission