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As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KeyCorp
(Exact name of Registrant as Specified in its Charter)
Ohio 34-6542451
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
127 Public Square
Cleveland, Ohio 44114-1306
(216) 689-3000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Thomas C. Stevens, Esq.
Executive Vice President, General Counsel and Secretary
KeyCorp
127 Public Square
Cleveland, Ohio 44114-1306
(216) 689-3000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Copies to:
Daniel R. Stolzer, Esq.
Senior Vice President & Associate General Counsel
KeyCorp
127 Public Square
Cleveland, Ohio 44114-1306
(216) 689-3000
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Shares Aggregate Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered Per Unit (1) Price (1) Fee (1)
<S> <C> <C> <C> <C>
Common Shares, 3,336,118 $64.15625 $214,032,820.44 $64,858.43
with a par value of
$1 each, and associated
Rights
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act, based on the average of
the high and low prices reported for KeyCorp Common Shares on the New York Stock
Exchange on October 1, 1997.
The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
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PROSPECTUS
KEYCORP
3,336,118 COMMON SHARES
This Prospectus relates to 3,336,118 Common Shares, with a par value of
$1 each ("KeyCorp Common Shares"), of KeyCorp, an Ohio corporation ("KeyCorp" or
the "Corporation"), which are owned by the former shareholders of Champion
Mortgage Co., Inc. (the "Selling Shareholders"). See "The Selling Shareholders."
The 3,336,118 KeyCorp Common Shares covered by this Prospectus are referred to
herein as the "Shares." All references to the Shares throughout this Prospectus
shall be deemed to include the associated Rights. The Shares may be offered for
sale from time to time by the Selling Shareholders in open market ordinary
brokerage transactions on the New York Stock Exchange ("NYSE"), in privately
negotiated transactions at market prices prevailing at the time of sale or, in
the case of private transactions, at negotiated prices. Whether or not any such
sales will be made and the timing and amount of any sale is within the sole
discretion of the Selling Shareholders. The Corporation will not receive any of
the proceeds from the sale of the Shares. See "Plan of Distribution."
The Shares were acquired by the Selling Shareholders pursuant to an
Agreement and Plan of Reorganization, dated as of June 6, 1997 (the
"Reorganization Agreement"), by and among KeyCorp, Key Bank USA, National
Association, a wholly-owned subsidiary of KeyCorp ("Key Bank USA"), Champion
Mortgage Co., Inc. ("Champion"), Champion Mortgage Corp., Champion Wholesale
Corp., Champion Financial Corp., Champion Mortgage Servicing Corp., and the
Selling Shareholders. The Reorganization Agreement provides for (i) the merger
of Champion Mortgage Corp., Champion Wholesale Corp., Champion Financial Corp.
and Champion Mortgage Servicing Corp. with and into Champion, with Champion
remaining as the surviving corporation in the merger (the "Merger") and (ii) the
subsequent delivery of all shares of capital stock of Champion issued and
outstanding immediately following the Merger to Key Bank USA and the exchange
(the "Exchange") of such shares of capital stock of Champion for the right to
receive 3,336,118 KeyCorp Common Shares (that number of KeyCorp Common Shares
equal to the sum of $200 million and the dollar value of cash dividends the
various Champion entities could have, prior to the Merger, declared payable to
the Selling Shareholders (within certain limitations imposed by the
Reorganization Agreement) divided by the average of the closing prices of
KeyCorp Common Shares as reported by NYSE for the fifteen trading days
immediately preceding the fifth trading day prior to the closing of the
Exchange).
KeyCorp Common Shares are listed on the New York Stock Exchange. On
October 1, 1997, the average of the high and low prices of KeyCorp Common
Shares on the New York Stock Exchange was $64 5/32.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE CORPORATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY OR INSTRUMENTALITY.
The date of this Prospectus is October 6, 1997
No dealer, salesman, or any other person has been authorized to give
any information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offering
contained herein, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Corporation or the
Selling Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby to any
person in any state or other jurisdiction to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Corporation since the date hereof.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements, and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549-1004, and at the following
Regional Offices of the Commission: Midwest Regional Office, Citicorp Center,
500 West Madison Street, 14th Floor, Suite 1400, Chicago, Illinois 60661-2511
and Northeast Regional Office, 7 World Trade Center, 13th Floor, Suite 1300, New
York, New York 10048. Copies of such material can also be obtained at prescribed
rates by writing to the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549-1004. Such material may also be
accessed electronically by means of the Commission's home page on the Internet
at http://www.sec.gov. Such reports, proxy statements, and other information
concerning the Corporation can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
This Prospectus constitutes part of a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Corporation with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"). As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement. Statements contained in this Prospectus
or in any document incorporated by reference in this Prospectus are summaries
that are not necessarily complete and, in each instance,
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reference is made to the copy of such document as filed. Each such statement is
qualified in its entirety by such reference. The Registration Statement,
including exhibits and schedules thereto, and documents or information
incorporated by reference may be inspected without charge at the offices of the
Commission, and copies of such materials may be obtained therefrom at prescribed
rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Corporation incorporates by reference into this Prospectus the
following documents:
1. The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
2. All reports filed by the Corporation pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996;
3. All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Shares; and
4. The description of KeyCorp Common Shares contained in the
Corporation's Registration Statement on Form 8-A filed on July 31, 1992, as
amended by Forms 8-A/A filed on October 15, 1993, February 25, 1994 and June 19,
1997, respectively, registering the KeyCorp Common Shares under Section 12(b) of
the Exchange Act and the description of the associated Rights contained in the
Corporation's Registration Statement on Form 8-A filed on June 19, 1997
registering such Rights under Section 12(b) of the Exchange Act.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or replaces such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge to each person receiving a
copy of this Prospectus, upon that person's written or oral request, a copy
(without exhibits, unless those exhibits are specifically incorporated by
reference into the documents that this Prospectus incorporates) of any documents
incorporated by reference in this Prospectus. Requests for copies should be
directed to KeyCorp, Corporate Secretary, 127 Public Square, Cleveland, Ohio
44114-1306 (telephone (216) 689-3000).
KEYCORP
KeyCorp, organized in 1958 under the laws of the state of Ohio and
registered under the Bank Holding Company Act of 1956, as amended, is
headquartered in Cleveland, Ohio, and is engaged primarily in the business of
commercial and retail banking. At June 30, 1997, it was the 14th largest bank
holding company in the United States with consolidated total assets of
approximately $69.7 billion. Its subsidiaries provide a wide range of banking,
fiduciary and other financial services to its corporate, individual and
institutional customers through three primary lines of business: Corporate
Banking,
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National Consumer Finance and Community Banking. These services are provided
across much of the country through bank and trust company subsidiaries operating
more than 1,100 full-service banking offices in 15 states, a 24-hour telephone
banking call center services group and approximately 1,900 ATMs as of June 30,
1997.
In addition to the customary banking services of accepting deposits and
making loans, the bank and trust company subsidiaries of KeyCorp provide
specialized services, including personal and corporate trust services, personal
financial services, customer access to mutual funds, cash management services,
investment banking services and international banking services. Through its
subsidiary banks, trust companies and registered investment adviser
subsidiaries, KeyCorp provides investment management services to institutional
and individual clients, including large corporate and public retirement plans,
foundations and endowments, high net worth individuals, and Taft-Hartley plans.
In addition, investment management subsidiaries serve as investment advisers to
the proprietary mutual funds offered by other affiliates.
KeyCorp provides other financial services both inside and outside of
its primary banking markets through its nonbank subsidiaries. These services
include accident and health insurance on loans made by subsidiary banks, venture
capital, community development financing, securities underwriting and brokerage,
automobile financing and other financial services. KeyCorp is an equity
participant in joint ventures with a number of other unaffiliated companies in
Electronic Payment Services, Inc., which operates ATMs throughout the country,
and Integrion Financial Network, L.L.C., which acts as an electronic
distribution channel to allow KeyCorp to provide electronic financial services
to its customers.
KeyCorp's principal executive office is located at 127 Public Square,
Cleveland, Ohio 44114-1306 (telephone (216) 689-3000).
THE SELLING SHAREHOLDERS
All of the Shares offered hereby are beneficially owned by the Selling
Shareholders and were acquired by the Selling Shareholders pursuant to and in
accordance with the Reorganization Agreement. The Reorganization Agreement
provides for (i) the Merger and (ii) the subsequent delivery of all shares of
capital stock of Champion issued and outstanding immediately following the
Merger to Key Bank USA and the Exchange of such shares of capital stock of
Champion for the right to receive 3,336,118 KeyCorp Common Shares (that number
of KeyCorp Common Shares equal to the sum of $200 million and the dollar value
of cash dividends the various Champion entities could have, prior to the Merger,
declared payable to the Selling Shareholders (within certain limitations imposed
by the Reorganization Agreement) divided by the average of the closing prices of
KeyCorp Common Shares as reported by NYSE for the fifteen trading days
immediately preceding the fifth trading day prior to the closing of the
Exchange).
All of the Shares may be offered by the Selling Shareholders for sale
hereunder. The Selling Shareholders do not beneficially own any Common Shares
or other securities of the Corporation other than the Shares. The Shares
represented approximately 1.5% of the outstanding KeyCorp Common Shares as of
August 29, 1997. Since the Selling Shareholders may sell all, or some or none
of the Shares, no estimate can be made of the aggregate number of Shares that
are to be offered
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hereby or that will be beneficially owned by the Selling Shareholders upon
completion of the offering contemplated by this Prospectus.
The following table sets forth the name of each Selling Shareholder,
the number of KeyCorp Common Shares held by each such person as of August 29,
1997, the number of shares which may be offered for the account of each such
person, and the number of KeyCorp Common Shares to be owned by each such person
if all the Shares offered hereby are sold.
<TABLE>
<CAPTION>
Number of Shares to
Number of Shares Number of Shares Be Owned If All
Selling Held at Which May Shares Offered Are
Shareholders August 29, 1997 Be Offered Sold in This Offering
- ------------ -------------------- ---------------------- ---------------------
<S> <C> <C> <C>
Joseph P. Goryeb 1,180,484 1,180,484 0
Joseph M. Goryeb 764,704 764,704 0
Richard P. Goryeb 764,704 764,704 0
Marguerite Goryeb 71,894 71,894 0
Marguerite Goryeb 127,040 127,040 0
10 Year GRIT
Joseph P. Goryeb 127,040 127,040 0
10 Year GRIT
Lynne Goryeb Stock 100,084 100,084 0
Trust
Joseph M. Goryeb 100,084 100,084 0
Family Share Trust
Richard P. Goryeb 100,084 100,084 0
Family Share Trust
</TABLE>
As of the closing of the Exchange, Joseph P. Goryeb, Joseph M. Goryeb
and Richard P. Goryeb hold the following respective positions with Champion:
Joseph P. Goryeb--Chairman and Chief Executive Officer; Joseph M.
Goryeb--Co-President, Co-Chief Operating Officer and Director; and Richard P.
Goryeb--Co-President, Co-Chief Operating Officer and Director. Following the
Exchange, it is intended that Champion be operated as a subsidiary of the
Corporation, and Joseph P. Goryeb, Joseph M. Goryeb, and Richard P. Goryeb will
continue to hold their respective positions with Champion
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pursuant to Employment Agreements entered into under the terms and conditions of
the Reorganization Agreement.
Under the terms and conditions of the Reorganization Agreement, the
Corporation entered into a Registration Rights Agreement, dated as of August 29,
1997, (the "Registration Rights Agreement") with the Selling Shareholders
pursuant to which the Corporation agreed to register the Shares under the
Securities Act for offer and sale by the Selling Shareholders. Pursuant to the
Registration Rights Agreement, the Corporation is obligated to file the
Registration Statement no later than 90 days after the closing date of the
Exchange, to use its reasonable best efforts to have the Registration Statement
become effective, and to keep the Registration Statement continuously effective
until the earlier of the date on which the Shares cease to be held by the
Selling Shareholders or their assignees or the first anniversary of the closing
date of the Exchange. In addition, the Corporation has agreed to pay all fees
and expenses incurred by the Corporation in connection with the registration of
the Shares pursuant to the Registration Rights Agreement. In addition, the
Corporation has agreed to reimburse the Selling Shareholders for up to $5,000
for fees and disbursements of a single law firm serving as special counsel to
the Selling Shareholders. All other expenses and fees associated with the sale
of the Shares by the Selling Shareholders shall be paid by the Selling
Shareholders.
USE OF PROCEEDS
The Selling Shareholders will offer the Shares as principals for their
own accounts. The Corporation will receive none of the proceeds of any such
sale.
PLAN OF DISTRIBUTION
The purpose of this Prospectus is to permit the Selling Shareholders to
offer for sale or to sell their Shares at such time and at such prices as they,
in their sole discretion, choose. The Corporation will not receive any proceeds
from these offerings or sales.
The distribution of Shares by the Selling Shareholders, if any, may be
effected from time to time in one or more transactions (which may include block
transactions) on the open market in ordinary brokerage transactions on the New
York Stock Exchange (on which the KeyCorp Common Shares are listed), in
privately negotiated transactions, or in a combination of such methods of sale,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The Selling
Shareholders may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of Shares for whom such broker-dealers may act as agent.
The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act and any commission received by them and
any profit on the resale of Shares sold by them may be deemed to be underwriting
discounts and commissions.
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One or more supplemental prospectuses will be filed pursuant to Rule
424 under the Securities Act to describe any material arrangement for the resale
of the Shares, if and when such arrangements are entered into by the Selling
Shareholders and any broker-dealers that participate in the distribution of the
Shares.
The Corporation has agreed to pay all fees and expenses incurred by the
Corporation in connection with the registration of the Shares pursuant to the
Registration Rights Agreement. In addition, the Corporation has agreed to
reimburse the Selling Shareholders for up to $5,000 for fees and disbursements
of special counsel to the Selling Shareholders. All other expenses and fees
associated with the sale of the Shares by the Selling Shareholders shall be paid
by the Selling Shareholders.
Pursuant to the Registration Rights Agreement, the Corporation has
filed the Registration Statement, of which this Prospectus forms a part, with
respect to the sale of the Shares. The Corporation has agreed to use its
reasonable best efforts to keep the Registration Statement continuously
effective until the earlier of the date on which the Shares shall cease to be
held by the Selling Shareholders or their assignees or the first anniversary of
the closing date of the Exchange.
Pursuant to the terms of the Registration Rights Agreement, the
Corporation and the Selling Shareholders have agreed to indemnify each other and
certain other parties, including underwriters, if any, for certain liabilities,
including liabilities under the Securities Act, in connection with the
registration of the Shares.
LEGAL MATTERS
The validity of the Shares will be passed upon for the Corporation by
Daniel R. Stolzer, Esq., Senior Vice President & Associate General Counsel of
the Corporation.
EXPERTS
The consolidated financial statements of KeyCorp and its subsidiaries
incorporated by reference in KeyCorp's Annual Report on Form 10-K for the year
ended December 31, 1996, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated therein by reference
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended March 31, 1997 and 1996 and for
the three- and six-month periods ended June 30, 1997 and 1996 incorporated by
reference in this Prospectus, Ernst & Young LLP have reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports, included in
KeyCorp's Quarterly Report on Form 10-Q for the quarterly periods ended March
31, 1997 and June 30, 1997 and incorporated herein by reference, state that they
did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such
information should be restricted considering the limited nature of the review
procedures applied. The independent auditors are not subject to the
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liability provisions of Section 11 of the Securities Act for their report on the
unaudited interim financial information because that report is not a "report" or
a "part" of the Registration Statement prepared or certified by the auditors
within the meaning of Section 7 and 11 of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Corporation will bear the entire cost of the estimated expenses, as
set forth in the following table, in connection with the distribution of the
securities covered by this Registration Statement.
SEC registration fee $ 64,858.43
Legal fees and expenses 15,000.00
Accounting fees and expenses 10,000.00
Miscellaneous 15,000.00
Total $104,858.43
The Corporation shall be responsible for the payment of any additional
expenses in connection with the preparation and filing of this Registration
Statement. The Corporation shall also be responsible for the reimbursement of
the Selling Shareholders for up to $5,000 for fees and disbursements of special
counsel serving on behalf of the Selling Shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Ohio law, Ohio corporations are authorized to indemnify
directors, officers, employees, and agents within prescribed limits and must
indemnify them under certain circumstances. Ohio law does not provide statutory
authorization for a corporation to indemnify directors, officers, employees, and
agents for settlements, fines, or judgments in the context of derivative suits.
However, it provides that directors (but not officers, employees, and agents)
are entitled to mandatory advancement of expenses, including attorneys' fees,
incurred in defending any action, including derivative actions, brought against
the director, provided the director agrees to cooperate with the corporation
concerning the matter and to repay the amount advanced if it is proved by clear
and convincing evidence that his act or failure to act was done with deliberate
intent to cause injury to the corporation or with reckless disregard to the
corporation's best interests.
Ohio law does not authorize payment of judgments to a director,
officer, employee, or agent after a finding of negligence or misconduct in a
derivative suit absent a court order. Indemnification is required, however, to
the extent such person succeeds on the merits. In all other cases, if a
director, officer, employee, or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, indemnification is discretionary except as otherwise provided by a
corporation's articles, code of regulations, or by contract except with respect
to the advancement of expenses of directors.
Under Ohio law, a director is not liable for monetary damages unless it
is proved by clear and convincing evidence that his action or failure to act was
undertaken with deliberate intent to cause injury
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to the corporation or with reckless disregard for the best interests of the
corporation. There is, however, no comparable provision limiting the liability
of officers, employees, or agents of a corporation. The statutory right to
indemnification is not exclusive in Ohio, and Ohio corporations may, among other
things, procure insurance for such persons.
The KeyCorp Amended and Restated Regulations provide that KeyCorp shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit, or proceeding by reason of the fact that
he is or was a director, officer, or employee of KeyCorp or of any other bank,
corporation, partnership, trust, or other enterprise for which he was serving as
a director, officer, or employee at the request of KeyCorp.
Under the terms of KeyCorp's directors' and officers' liability and
Corporation reimbursement insurance policy, directors and officers of KeyCorp
are insured against certain liabilities, including liabilities arising under the
Securities Act.
KeyCorp is a party to Employment Agreements with certain of its
executive officers and is also a party to Change of Control Agreements with
certain other executive officers, pursuant to which KeyCorp has agreed to
indemnify the officer, to the full extent permitted or authorized by Ohio law,
if the officer is made or threatened to be made a party to any action, suit, or
proceeding by reason of the officer's serving as employee, officer, or director
of KeyCorp and/or any of its subsidiaries, and KeyCorp has agreed to advance
expenses incurred by the officer in defending any such action, suit, or
proceeding.
ITEM 16. EXHIBITS
See Index to Exhibits.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
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424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on this 6th day of
October, 1997.
KEYCORP
By: /s/ Thomas C. Stevens
---------------------------------
Thomas C. Stevens
Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Form S-3 Registration Statement has been signed by the following persons in
the capacities indicated.
Robert W. Gillespie, Chairman, President and Chief Executive Officer
(Principal Executive Officer); K. Brent Somers, Senior Executive Vice President
and Chief Financial Officer (Principal Financial Officer); Lee G. Irving,
Executive Vice President and Chief Accounting Officer (Principal Accounting
Officer); Cecil D. Andrus, Director; William G. Bares, Director; Albert C.
Bersticker, Director; Dr. Carol A. Cartwright, Director; Thomas A. Commes,
Director; Kenneth M. Curtis, Director; John C. Dimmer, Director; Stephen R.
Hardis, Director; Henry S. Hemingway, Director; Charles R. Hogan, Director;
Douglas J. McGregor, Director; Henry L. Meyer III, Director; Steven A. Minter,
Director; M. Thomas Moore, Director; Richard W. Pogue, Director; Ronald B.
Stafford, Director; Dennis W. Sullivan, Director; Peter G. Ten Eyck, II,
Director; and Nancy B. Veeder, Director.
KEYCORP
By: /s/ Thomas C. Stevens
---------------------------------
Thomas C. Stevens
Attorney-in-Fact
October 6, 1997
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<PAGE> 15
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Amended and Restated Articles of Incorporation of
KeyCorp. Filed as Exhibit 7 to Form 8-A/A filed on
February 25, 1994, and incorporated herein by
reference.
4.2 Amended and Restated Regulations of KeyCorp. Filed as
Exhibit 2 to Form 8-A/A filed on June 19, 1997, and
incorporated herein by reference.
4.3 Restated Rights Agreement, dated as of May 15, 1997,
between KeyCorp and KeyBank National Association, as
Rights Agent. Filed as Exhibit 1 to Form 8-A filed on
June 19, 1997, and incorporated herein by reference.
4.4 Registration Rights Agreement, dated as of August 29,
1997, by and among KeyCorp and the Selling
Shareholders.
4.5 Form of Certificate evidencing ownership of KeyCorp
Common Shares. Filed as Exhibit 1 to Form 8-A/A filed
on June 19, 1997, and incorporated herein by
reference.
5 Opinion of Daniel R. Stolzer, Esq.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Daniel R. Stolzer, Esq. (included in
Exhibit 5).
24 Powers of Attorney.
The Corporation hereby agrees to furnish the
Securities and Exchange Commission, upon request,
copies of instruments outstanding, including
indentures, which define the rights of long-term debt
security holders.
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<PAGE> 1
Exhibit 4.4
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered into
as of the 29th day of August, 1997, by and among KeyCorp, an Ohio corporation
(the "Company"), and the parties listed on Schedule I hereto (the "Holders"),
with reference to the following:
RECITALS
A. This Agreement is made pursuant to the Agreement and Plan of Reorganization,
dated as of June 6, 1997 (the "Reorganization Agreement"), by and among the
Company, Key Bank USA, National Association, a wholly owned subsidiary of the
Company and a national banking association, and Champion Mortgage Co., Inc.,
Champion Mortgage Corp., Champion Wholesale Corp., Champion Financial Corp. and
Champion Mortgage Servicing Corp. (each, a "Champion Entity" and collectively,
the "Champion Entities") and Joseph P. Goryeb, Joseph M. Goryeb, Richard P.
Goryeb, Marguerite Goryeb, Marguerite Goryeb 10 Year GRIT, Joseph P. Goryeb 10
Year GRIT, Lynne Goryeb Stock Trust, Joseph M. Goryeb Family Share Trust and
Richard P. Goryeb Family Share Trust (each, a "Seller" and collectively, the
"Sellers").
B. In order to induce the Champion Entities and the Sellers to enter into the
Reorganization Agreement, the Company has agreed to provide the registration
rights provided for in this Agreement to the Holders. The execution of this
Agreement is a condition to the closing of the transactions contemplated by the
Reorganization Agreement.
AGREEMENT
NOW, THEREFORE, on the basis of the foregoing recitals and in
consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto do agree as follows:
1. DEFINITIONS. As used in this Agreement, capitalized terms not otherwise
defined herein have the meanings given such terms in the Reorganization
Agreement, and the following terms shall have the following meanings:
"AFFILIATE": As to any specified Person, any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, "control," when used
with respect to any Person, means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise and the terms "affiliated,"
"controlling" and "controlled" have meanings correlative to the foregoing.
"AGREEMENT": This Registration Rights Agreement, as the same may be amended,
supplemented or modified from time to time in accordance with the terms hereof.
<PAGE> 2
"BUSINESS DAY": With respect to any act to be performed hereunder, each Monday,
Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
institutions in New York, New York, or in any other applicable place where such
act is to occur, are authorized or obligated by applicable law, regulation or
executive order to close.
"CHAMPION ENTITIES": As defined in the recitals above.
"COMMISSION": The Securities and Exchange Commission.
"COMMON STOCK": Common stock, $1.00 par value per share, of the Company.
"COMPANY": KeyCorp, an Ohio corporation, and any successor corporation thereto.
"EFFECTIVENESS PERIOD": As defined in Section 2(a) hereof.
"EXCHANGE ACT": The Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated by the Commission pursuant thereto.
"FILING DATE": The date ninety (90) days after the Closing Date.
"HOLDER": Each registered holder of any Restricted Stock.
"INSPECTORS": As defined in Section 3(h) below.
"PERSON": An individual, a partnership, a corporation, a limited liability
company, an association, a joint stock company, a trust, a joint venture or an
unincorporated organization.
"PROCEEDING": An action, claim, suit or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.
"PROSPECTUS": The prospectus included in the Shelf Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated pursuant to the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the issuance or resale of any portion of the Restricted Stock
covered by such Shelf Registration Statement, and all other amendments and
supplements to any such prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference, if
any, in such prospectus.
"RECORDS": As defined in Section 3(h) below.
"REORGANIZATION AGREEMENT": As defined in the recitals above.
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<PAGE> 3
"RESTRICTED STOCK": The shares of Company Common Stock issued in the Exchange to
the Sellers.
"RULE 144": Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission as a replacement thereto having
substantially the same effect as such rule.
"RULE 415": Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission as a replacement thereto having
substantially the same effect as such rule.
"RULE 424": Rule 424 promulgated by the Commission pursuant to the Securities
Act, as such rule may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission as a replacement thereto having
substantially the same effect as such rule.
"SECURITIES ACT": The Securities Act of 1933, as amended, and the rules and
regulations promulgated by the Commission thereunder.
"SELLERS": As defined in the recitals above.
"SHELF REGISTRATION STATEMENT": The registration statement of the Company that
covers the resale of any of the Restricted Stock pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement.
"SPECIAL COUNSEL": A single firm of attorneys serving as special counsel to the
Holders of the Restricted Stock, for which the Holders of the Restricted Stock
will be reimbursed in accordance with Section 4(b) hereof.
2. SHELF REGISTRATION.
(a) The Company shall use its reasonable best efforts to file with the
Commission as soon as practicable after the Closing Date, but in no event later
than the Filing Date, one Shelf Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415 covering the Restricted Stock.
The Shelf Registration Statement shall be on Form S-3 under the Securities Act
or another appropriate form permitting registration of such Restricted Stock for
resale by the Holders in open market transactions (with or without the use of
one or more brokers). The Company shall use its reasonable best efforts, as
described in Section 3 hereof, to cause the Shelf Registration Statement to be
declared effective pursuant to the Securities Act as promptly as practicable
following the filing thereof, and to keep the Shelf Registration Statement
continuously effective under the Securities Act thereafter for the period ending
one year after the Closing Date or such shorter period ending when the
Restricted Stock shall cease to be held by the Holders or their assignees (the
"Effectiveness Period");
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<PAGE> 4
(b) The Company shall use its reasonable efforts to keep the Shelf Registration
Statement continuously effective by supplementing and amending the Shelf
Registration Statement as required by the rules, regulations or instructions
applicable to the registration form used for such Shelf Registration Statement
if required by the Securities Act.
3. REGISTRATION PROCEDURES. In connection with the Company's Shelf Registration
Statement, the Company is required by the provisions of Section 2 hereof to
effect the registration of Restricted Stock on the appropriate form available to
permit the sale of the Restricted Stock in open market transactions (with or
without the use of one or more brokers), and pursuant thereto the Company, at
its expense and as expeditiously as reasonably possible, agrees to:
(a) Furnish to the Holders such number of copies of the Shelf Registration
Statement, and each amendment and supplement thereto, preliminary Prospectus,
final Prospectus and such other documents as the Holders may reasonably request;
(b) Promptly prepare and file with the Commission such amendments, including
post-effective amendments, to the Shelf Registration Statement as may be
necessary to cause such Shelf Registration Statement to become and remain
continuously effective and current for the Effectiveness Period; cause the
related Prospectus to be amended or supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 and Rule
430A under the Securities Act and/or any successor rules that may be adopted by
the Commission, as such rules may be amended from time to time; and comply with
the provisions of the Securities Act and the Exchange Act with respect to the
disposition of all securities covered by such Shelf Registration Statement
during such period in accordance with the intended methods of disposition as
contemplated hereby;
(c) Use its reasonable best efforts to register or qualify, to the extent
necessary, the securities covered by the Shelf Registration Statement under the
state securities or "blue sky" laws of up to ten (10) jurisdictions as the
Holders may select within ten (10) days prior to the original filing of the
Shelf Registration Statement, except that the Company shall not for any purpose
be required to execute a general consent to service of process, to qualify to do
business as a foreign corporation in any jurisdiction where it is not so
qualified, to take any action that would subject it to service of process in
suits other than those arising out of the offer and sale of the shares of Common
Stock covered by the Shelf Registration Statement; or to subject itself to
taxation in any jurisdiction where it would not otherwise be obligated to do so;
(d) Notify the Holders promptly after it shall receive notice thereof, of the
date and time when the Shelf Registration Statement and each post-effective
amendment thereto has become effective or a supplement to any Prospectus forming
a part of the Shelf Registration Statement has been filed;
(e) Notify the Holders promptly of any request by the Commission or any state
governmental authority for the amendment or supplementation of the Shelf
Registration Statement or Prospectus or for additional information;
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<PAGE> 5
(f) Prepare and file promptly with the Commission, and promptly notify the
Holders of the filing of, such amendments or supplements to the Shelf
Registration Statement or Prospectus as may be necessary to correct any
misstatements or omissions if to the Company's knowledge, at the time when a
Prospectus relating to such securities is required to be delivered under the
Securities Act, any event has occurred as the result of which any such
Prospectus or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(g) Advise the Holders promptly after it shall receive notice or obtain
knowledge of the issuance of any stop order by the Commission, any state
securities commission, any other governmental agency or any court suspending the
effectiveness of the Shelf Registration Statement or the initiation or
threatening of any Proceeding for that purpose and promptly use its reasonable
best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;
(h) Make available for inspection upon request by any Holder of Restricted Stock
covered by the Shelf Registration Statement or by Special Counsel, all financial
and other records, pertinent corporate documents and properties of the Company
("Records"), and cause all of the Company's officers, directors and employees to
supply all information reasonably requested by any such Holder or Special
Counsel, in connection with the Shelf Registration Statement, but only to the
extent necessary to enable such Holder or its representatives ("Inspectors") to
conduct an investigation for purposes of Section 11(a) of the Securities Act.
Records which the Company determines, in good faith, to be confidential and
which it notifies the Holders or the Inspectors are confidential shall not be
disclosed unless (A) the disclosure of such Records is necessary to avoid or
correct a misstatement of a material fact or omission to state a material fact
in the Shelf Registration Statement, (B) the disclosure of such Records is
required by any court or governmental body with jurisdiction over the Holders or
the Inspector or (C) all of the information contained in such Records has been
made generally available to the public. Each Holder agrees that information
obtained by it or its representatives as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market
transactions in the securities of the Company unless and until such information
is made generally available to the public. Each Holder agrees that it will, upon
learning that disclosure of such Records is sought from such Holder or any of
its representatives in a court of competent jurisdiction or by any governmental
body, promptly give notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of those Records deemed
confidential; PROVIDED, HOWEVER, if the Company shall not disclose any
information it deems confidential to any Holder or if the Company shall take any
action to prevent disclosure of Records it deems confidential, and, in either
case, the Company is otherwise obligated to disclose such information pursuant
to the terms of this paragraph, then, in each case, the Company shall indemnify
and hold harmless each Holder affected thereby pursuant to an agreement
acceptable in form and substance to such Holder in its reasonable discretion
(i) List all Common Stock covered by the Shelf Registration Statement on the
stock exchange or system, if any, on which the Common Stock of the Company is
then listed.
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<PAGE> 6
The Holders shall furnish to the Company in writing such information regarding
the Holders and the intended method of distribution of the Common Stock to be
distributed pursuant to the Shelf Registration Statement as the Company may from
time to time reasonably request in writing, but only to the extent that such
information is required in order for the Company to comply with its obligations
under all applicable securities and other laws and to ensure that the prospectus
relating to such Common Stock conforms to the applicable requirements of the
Securities Act. The Holders shall notify the Company as promptly as practicable
of any inaccuracy or change in information previously furnished by the Holders
to the Company or of the occurrence of any event, in either case as a result of
which any prospectus relating to the Common Stock contains or would contain an
untrue statement of a material fact regarding the Holders or the intended method
of distribution of such Common Stock or omits to state any material fact
regarding the Holders or the method of distribution of such Common Stock
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and
promptly furnish to the Company any additional information required to correct
and update any previously furnished information or required so that such
prospectus shall not contain, with respect to the Holders or the distribution of
the Common Stock, an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(j) The registration rights of the Holders pursuant to this Agreement and the
ability to offer and sell Restricted Stock pursuant to the Shelf Registration
Statement are subject to the conditions and limitations contained in this
paragraph, and accordingly, each Holder will be deemed to have agreed with the
Company to give written notice to the Company no less than five (5) Business
Days prior to when such Holder shall sell any Restricted Stock. Following
receipt of such notice, the Company shall notify the Holder within five (5)
Business Days whether such Holder may not sell the Restricted Stock pursuant to
the Shelf Registration Statement or applicable Prospectus; provided, however,
that any determination by the Company that such Holder shall not be permitted to
sell such Restricted Stock shall be based solely on the following criteria:
(i) the happening of any event of the kind described in Section 3(e)
through 3(g) hereof requiring the preparation and delivery of a
supplemented or amended Prospectus as contemplated herein which
Prospectus shall not yet have been prepared and/or delivered to the
Holders, or
(ii) the determination by the Company in its good faith judgment that
the use of any Prospectus would require the disclosure of material
information that the Company has a bona fide business purpose for
preserving as confidential or the disclosure of which would impede the
Company's ability to consummate a significant transaction, and that the
Company is not otherwise required by applicable securities laws or
regulations to disclose.
If the Company does not respond to a Holder's notice of its intention to sell
within the five (5) Business Day period following receipt of such notice, the
Holder shall be permitted to sell such
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<PAGE> 7
Restricted Stock commencing on the fifth Business Day, without any liability
under the terms of this Agreement.
4. REGISTRATION EXPENSES.
(a) All fees and expenses of the Company incident to the performance of or
compliance with this Agreement by the Company shall be borne by it whether or
not the Shelf Registration Statement is filed or becomes effective and whether
or not any securities are issued or sold pursuant to any Shelf Registration
Statement.
(b) In connection with the registration hereunder, the Company shall reimburse
the Holders of the Restricted Stock being registered or tendered for in such
registration for up to $5,000 for fees and disbursements of Special Counsel,
which firm shall be chosen by the Holders of a majority in aggregate principal
amount of the Restricted Stock.
5. INDEMNIFICATION.
(a) The Company hereby agrees to indemnify and hold harmless each Holder of
Restricted Stock that is included in the Shelf Registration Statement pursuant
to the provisions of this Agreement, and each Person who controls such Holder
within the meaning of the Securities Act from and against, and agrees to
reimburse such Holder and its controlling Persons with respect to, any and all
claims, actions (actual or threatened), demands, losses, damages, liabilities,
costs and expenses to which such Holder and its controlling Persons may become
subject under the Securities Act or otherwise, insofar as such claims, actions,
demands, losses, damages, liabilities, costs or expenses arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in the Shelf Registration Statement, any Prospectus contained therein,
or any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that the Company shall not be liable in any such case to the extent that any
such claim, action, demand, loss, damage, liability, cost or expense is caused
by (i) an untrue statement or alleged untrue statement or omission or alleged
omission contained in written information furnished by such Holder or such
controlling Person for use in the preparation of the Shelf Registration
Statement; (ii) any untrue statement or alleged untrue statement of material
fact contained in, or any omission or alleged omission of a material fact from,
a Prospectus if (x) a later Prospectus corrects the untrue statement or alleged
untrue statement, or omission or alleged omission, which is the basis for the
claim, action, demand, loss, damage, liability, cost or expense for which
indemnification is sought, and (y) a copy of the later Prospectus had been made
available to the Holders in a timely fashion in accordance with the Securities
Act and had not been sent or given to such purchaser at or prior to confirmation
of sale to such purchaser and the Holder seeking indemnification was under an
obligation to deliver such later Prospectus to the purchaser; (iii) the offer or
sale of the Restricted Stock pursuant to the Shelf Registration Statement
following notification by the Company that such sale is prohibited; or (iv)
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<PAGE> 8
the failure of any Holder to provide the notice to the Company of intended sale
of Restricted Stock required by Section 3 hereof.
(b) Each Holder of shares of Restricted Stock that are included in the Shelf
Registration Statement pursuant to the provisions of this Agreement hereby
agrees to indemnify and hold harmless the Company, its officers, directors and
each Person who controls the Company within the meaning of the Securities Act,
from and against, and agrees to reimburse the Company, its officers, directors
and controlling Persons with respect to, any and all claims, actions, demands,
losses, damages, liabilities, costs or expenses to which the Company, its
officers, directors or such controlling Persons may become subject under the
Securities Act or otherwise, insofar as such claims, actions, demands, losses,
damages, liabilities, costs or expenses arise out of or are based upon (i) any
untrue or alleged untrue statement of any material fact contained in the Shelf
Registration Statement, any Prospectus contained therein or any amendment or
supplement thereto, or are caused by the omission or the alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon written information furnished by such Holder
for use in the preparation thereof; (ii) the offer or sale of the Restricted
Stock pursuant to the Shelf Registration Statement following notification by the
Company that such sale is prohibited; or (iii) the failure of any Holder to
provide the notice to the Company of intended sale of Restricted Stock required
by Section 3 hereof; provided, however, that a Holder shall not be liable in any
case to the extent such claim, action, demand, loss, damage, liability, cost or
expense arises out of or is based upon any untrue statement or alleged untrue
statement of a material fact contained in, or any omission or alleged omission
of a material fact from, a Prospectus if (x) a later Prospectus shall correct
the untrue statement or alleged untrue statement, or omission or alleged
omission, which is the basis for the claims, actions, demands, losses, damages,
liabilities, costs or expenses for such indemnification is sought and (y) a copy
of the later Prospectus had been made available to the Holders in a timely
fashion in accordance with the Securities Act and had not been sent or given to
such purchaser at or prior to confirmation of sale to such purchaser and the
Company, another Holder, or a controlling Person other than the Holder shall
have been under an obligation to deliver such later Prospectus.
(c) Promptly after receipt by a party indemnified pursuant to the provisions of
subsection (a) or (b) of this Section 5 of notice of the commencement of any
action involving the subject matter of the foregoing indemnity provisions, such
indemnified party will, if a claim therefor is to be made against the
indemnifying party pursuant to the provisions of subsection (a) or (b), notify
the indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability that it may
have to an indemnified party otherwise than under this Section 5 and shall not
relieve the indemnifying party from liability under this Section 5 unless such
indemnifying party is prejudiced by such omission. In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
parties similarly notified, to assume the defense thereof, with
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<PAGE> 9
counsel reasonably satisfactory to such indemnified party; provided, however,
that if the defendants in any such action include both the indemnified party and
the indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel reasonably acceptable to the indemnifying party (in
which case the indemnifying party shall not have the right to direct the defense
of such action on behalf of the indemnified party or parties). Upon the
permitted assumption by the indemnifying party of the defense of such action,
and reasonable approval by the indemnified party of counsel, the indemnifying
party shall not be liable to such indemnified party under subsection (a) or (b)
for any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the next preceding sentence, (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time, or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party. No
indemnifying party shall be liable to an indemnified party for any settlement of
any action or claim without the prior written consent of the indemnifying party
and no indemnifying party may unreasonably withhold its consent to any such
settlement. No indemnifying party will consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability with respect to such claim or litigation.
(d) If the indemnification provided for in subsection (a) or (b) of this Section
5 is held by a court of competent jurisdiction to be unavailable to a party to
be indemnified with respect to any claims, actions, demands, losses, damages,
liabilities, costs or expenses referred to therein, then each indemnifying party
under any such subsection, in lieu of indemnifying such indemnified party
thereunder, hereby agrees to contribute to the amount paid or payable by such
indemnified party as a result of such claims, actions, demands, losses, damages,
liabilities, costs or expenses in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and of the Holders on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. Notwithstanding the foregoing, the amount any Holder
of Restricted Stock shall be obligated to contribute pursuant to this subsection
(d) shall be limited to an amount equal to the per share public offering price
multiplied by the number of shares of Restricted Stock sold by such Holder
pursuant to the registration statement that gives rise to such obligation to
contribute. The relative fault of the Company on the one hand and the Holders on
the other hand shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by the
Company or by the Holders' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
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<PAGE> 10
Notwithstanding anything in this Agreement to the contrary, no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to indemnification or contribution hereunder
from any person who was not guilty of such fraudulent misrepresentation.
6. REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT. The Company agrees to use its
reasonable best efforts to file timely such information, documents and reports
as the Commission may require or prescribe under Section 13 or 15(d) (whichever
is applicable) of the Exchange Act.
7. REPRESENTATIONS AND WARRANTIES.
(a) Each of the Holders hereby represents and warrants to the Company (i) that
he or it has full power, authority and capacity to execute and deliver this
Agreement and to perform his or its obligations hereunder, and (ii) that this
Agreement has been duly executed and delivered by such Holder and constitutes a
valid and binding agreement of such Holder, enforceable in accordance with its
terms and conditions, except in each case, as limited by the effect of
bankruptcy, insolvency, reorganization, moratorium and similar laws relating to
or affecting creditors rights generally and court decisions with respect
thereto.
(b) The Company hereby represents and warrants to the Holders (i) that it has
been duly organized and is an existing corporation in good standing as a
corporation under the laws of the State of Ohio, (ii) that it has full power,
authority and capacity to execute and deliver this Agreement and to perform its
obligations hereunder, and (iii) that this Agreement has been duly authorized,
executed and delivered by the Company and constitutes a valid and binding
agreement of the Company, enforceable in accordance with its terms and
conditions, except in each case, as limited by the effect of bankruptcy,
insolvency, reorganization, moratorium and similar laws relating to or affecting
creditors rights generally and court decisions with respect thereto.
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<PAGE> 11
8. MISCELLANEOUS
-------------
(a) AMENDMENTS AND WAIVERS. With the written consent of the Holders of a
majority of the shares of Restricted Stock, the obligations of the Company and
the rights of the Holders under this Agreement may be waived (either generally
or in a particular instance, either retroactively or prospectively and either
for a specified period of time or indefinitely), and with the same consent the
Company, when authorized by resolution of its Board of Directors, may enter into
a supplementary agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of any supplemental agreement or modifying in any manner the rights and
obligations hereunder of the Holders and the Company; provided, however, that no
such waiver or supplemental agreement shall reduce the aforesaid proportion of
Restricted Stock, the Holders of which are required to consent to any waiver or
supplemental agreement, without the consent of the Holders of all of the
Restricted Stock. Upon the effectuation of each such waiver, consent or
agreement of amendment or modification, the Company agrees to give promptly
written notice thereof to the Holders of the Restricted Stock who have not
previously consented thereto in writing. Neither this Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally or by
course of dealing, but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, except to the extent provided in this Section 8(a). Specifically, but
without limiting the generality of the foregoing, the failure of the Holders at
any time or times to require performance of any provision hereof by the Company
shall in no manner affect the right of the Holders at a later time to enforce
the same. No waiver by any party of the breach of any term or provision
contained in this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
(b) NOTICES. All notices and other communications provided for herein shall be
made in writing by hand-delivery, next-day air courier, certified first-class
mail, return receipt requested, telex or telecopy:
(i) if to the Company, as provided in the Reorganization Agreement,
(ii) if to any Holder of any Restricted Stock, to the address of such
Holder as it appears in the Common Stock register of the Company.
Except as otherwise provided in this Agreement, all such communications shall be
deemed to have been duly given when (v) delivered by hand, if personally
delivered, (w) one Business Day after being timely delivered to a next-day air
courier, (x) five Business Days after being deposited in the mail, postage
prepaid, if mailed, (y) when answered back, if telexed or (z) when receipt is
acknowledged by the recipient's telecopier machine, if telecopied.
(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each
-11-
<PAGE> 12
Holder of the Restricted Stock. The Company may not assign its rights or
obligations hereunder without the prior written consent of each Holder of the
Restricted Stock. Notwithstanding the foregoing, no transferee shall have any of
the rights granted under this Agreement until such transferee shall acknowledge
its rights and obligations hereunder by a signed written statement of such
transferee's acceptance of such rights and obligations.
(d) COUNTERPARTS. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same Agreement.
(e) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts made
and performed entirely within the State of New York.
(f) SEVERABILITY. The remedies provided herein are cumulative and not exclusive
of any remedies provided by law. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.
(g) CONSTRUCTION. All Section and other subdivision titles or captions contained
in this Agreement are for convenience of reference only and shall not effect the
meaning or interpretation of any provision of this Agreement. All terms used in
this Agreement include, where appropriate the singular as well as the plural and
the masculine, feminine and neuter genders. The words "herein", "hereof " and
"hereunder", and other words of similar import, refer to this Agreement as a
whole and not to any particular Section or other subdivision; and all Section
and other subdivision references contained herein refer to Sections and other
subdivisions hereof. Use herein of the term "or" is not intended to be
exclusive, unless the context clearly requires. All provisions hereof apply to
successive events and transactions.
-12-
<PAGE> 13
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
KEYCORP
By: /s/ Daniel R. Stolzer
-----------------------------
Name: Daniel R. Stolzer
Title: Authorized Officer
HOLDERS:
/s/ Joseph P. Goryeb
-----------------------------
Joseph P. Goryeb
/s/ Joseph M. Goryeb
-----------------------------
Joseph M. Goryeb
/s/ Richard P. Goryeb
-----------------------------
Richard P. Goryeb
/s/ Marguerite Goryeb
-----------------------------
Marguerite Goryeb
Joseph P. Goryeb 10 Year GRIT
/s/ Joseph M. Goryeb
-----------------------------
By: Joseph M. Goryeb
As:
Marguerite Goryeb 10 Year GRIT
/s/ Joseph M. Goryeb
--------------------------
By: Joseph M. Goryeb
As:
-13-
<PAGE> 14
Lynne Goryeb Stock Trust
/s/ Marguerite Goryeb
--------------------------
By: Marguerite Goryeb
As:
Joseph M. Goryeb Family Share Trust
/s/ Joseph C. Graff
--------------------------
By: Joseph C. Graff
As:
Richard P. Goryeb Family Share Trust
/s/ Joseph C. Graff
--------------------------
By: Joseph C. Graff
As:
-14-
<PAGE> 1
Exhibit 5
[KeyCorp Letterhead]
October 6, 1997
KeyCorp
127 Public Square
Cleveland, Ohio 44114
Re: KeyCorp Form S-3 Registration Statement -- 3,336,118 Common Shares
Ladies and Gentlemen:
KeyCorp ("KeyCorp") is filing with the Securities and Exchange Commission a
Registration Statement on Form S-3 (the "Registration Statement") for the
registration, under the Securities Act of 1933, as amended, of 3,336,118 Common
Shares, with a par value of $1 each (the "Common Shares"), of KeyCorp, owned by
the former shareholders of Champion Mortgage Co., Inc. Item 601 of Regulation
S-K requires that an opinion of counsel concerning the legality of the
securities to be registered be filed as an exhibit to a Form S-3 registration
statement. This opinion is provided in satisfaction of that requirement as it
relates to the Registration Statement.
In connection with this opinion, I have examined the following documents:
A. A copy of the Amended and Restated Articles of Incorporation
and the Amended and Restated Regulations of KeyCorp.
B. The records of the proceedings incorporating KeyCorp under the
laws of the State of Ohio, records of other proceedings and
public officials concerning the present status of KeyCorp as a
corporation, and records of the proceedings of KeyCorp's Board
of Directors and shareholders concerning the authorization and
issuance of the Common Shares.
I have also examined such other records and documents, and obtained such other
information, as I have deemed advisable in order to render this opinion.
As a result of the foregoing, I am of the opinion that:
1. KeyCorp is a corporation validly organized and existing and in
good standing under the laws of the State of Ohio.
<PAGE> 2
2. KeyCorp is authorized to issue 900,000,000 Common Shares, of
which 245,944,390 Common Shares were issued and 219,570,450 Common Shares were
outstanding as of August 31, 1997. When issued, the Common Shares which are the
subject of the Registration Statement will be legally issued, fully paid, and
non-assessable.
I hereby consent to the use and filing of this opinion in connection with the
Registration Statement.
Very truly yours,
KEYCORP
/s/ Daniel R. Stolzer
Daniel R. Stolzer
Senior Vice President &
Associate General Counsel
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of KeyCorp for the
registration of 3,336,118 shares of its common stock and to the incorporation by
reference therein of our report dated January 15, 1997, with respect to the
consolidated financial statements of KeyCorp incorporated by reference in its
Annual Report (Form 1O-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
October 1, 1997
<PAGE> 1
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Robert W. Gillespie
----------------------------
<PAGE> 2
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 24, 1997.
By:/s/ K. Brent Somers
-------------------------
<PAGE> 3
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 22, 1997.
By:/s/ Lee G. Irving
------------------------
<PAGE> 4
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Cecil D. Andrus
--------------------------
<PAGE> 5
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ William G. Bares
------------------------
<PAGE> 6
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Albert C. Bersticker
------------------------------
<PAGE> 7
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Dr. Carol A. Cartwright
------------------------------
<PAGE> 8
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Thomas A. Commes
-------------------------
<PAGE> 9
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Kenneth M. Curtis
---------------------
<PAGE> 10
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ John C. Dimmer
-----------------------
<PAGE> 11
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Stephen R. Hardis
-------------------------
<PAGE> 12
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Henry S. Hemingway
--------------------------
<PAGE> 13
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Charles R. Hogan
------------------------
<PAGE> 14
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Douglas J. McGregor
------------------------------
<PAGE> 15
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Henry L. Meyer III
---------------------------
<PAGE> 16
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Steven A. Minter
-------------------------
<PAGE> 17
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ M. Thomas Moore
--------------------------
<PAGE> 18
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Richard W. Pogue
---------------------------
<PAGE> 19
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Ronald B. Stafford
----------------------------
<PAGE> 20
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Dennis W. Sullivan
---------------------------
<PAGE> 21
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Peter G. Ten Eyck, II
--------------------------------
<PAGE> 22
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer
and director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3 or such other form
or forms as applicable) to effect the shelf registration pursuant to Rule 415
(or other applicable rules) of the Securities and Exchange Commission of up to
3,336,118 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated Rights), previously issued to the former shareholders of Champion
Mortgage Co., Inc. and to be sold from time to time in one or more offerings,
hereby constitutes and appoints John A. Simonson, K. Brent Somers, Thomas C.
Stevens and Daniel R. Stolzer, and each of them, as attorney for the
undersigned, with full power of substitution and resubstitution for and in the
name, place and stead of the undersigned, to sign and file the proposed
registration statements and any and all amendments, post-effective amendments,
and exhibits thereto, and any and all applications and other documents to be
filed with the Securities and Exchange Commission pertaining to such securities
or such registration with full power and authority to do and perform any and all
acts and things whatsoever requisite and necessary to be done in the premises,
hereby ratifying and approving the acts of such attorney or any such substitute
or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand as of September 18, 1997.
By:/s/ Nancy B. Veeder
------------------------
