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As filed with the Securities and Exchange Commission on September 29, 1998
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KEYCORP
(Exact Name of Registrant as Specified in Its Charter)
OHIO
(State or Other Jurisdiction of Incorporation or Organization)
34-6542451
(I.R.S. Employer Identification Number)
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THOMAS C. STEVENS, SENIOR EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL, AND SECRETARY
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(Name and Address of Agent For Service)
(216) 689-3196
(Telephone Number, Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public : From
time to time 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. [X]
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. [ ]
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. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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| | Proposed | Proposed |
Title of | | Maximum | Maximum | Amount of
Securities | Amount | Offering | Aggregate | Registration
to be | to be | Price Per | Offering | Fee (1)
Registered (1) | Registered | Share (1) | Price (1) |
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<S> <C> <C> <C> <C>
Common Shares | | | |
with a par | 4,000,000 | $31.97 | $ 127,880,000 | $ 37,724.6
value of $1 | | | |
each (2) | | | |
| | | |
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</TABLE>
(1) As calculated pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), the maximum aggregate
offering price is based on the average of the high and low prices of
KeyCorp Common Stock for September 28, 1998, as reported by the
Midwest edition of The Wall Street Journal under New York Stock
Exchange Composite Transactions. This figure represents the maximum
aggregate offering price based on the number of KeyCorp Common Shares
registered under this Form S-3.
(2) Each Common Share includes an associated right to purchase one Common
Share (the "Right"). Until the occurrence of certain prescribed
events, none of which has occurred, the Right is not exercisable, is
evidenced by the certificate representing the Common Share, and will
be transferred along with and only with the Common Share.
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HIGHLIGHTS
KeyCorp
Dividend Reinvestment And Cash Payment Plan
The Dividend Reinvestment and Cash Payment Plan offers you a convenient
and inexpensive method to accumulate Common Shares of KeyCorp while receiving
regularly-issued statements to keep you informed of the status of your
investment.
WATCH YOUR SHARE OWNERSHIP INCREASE WITH REINVESTMENT
By participating in the Dividend Reinvestment and Cash Payment Plan,
all or part of your dividends are used to purchase additional shares which are
deposited automatically to your personal account. You pay no fees to purchase
these shares and, unlike a purchase through a broker, your dividends can buy
both full and fractional shares. Plus, when future dividends are paid, you
receive a payment for all the shares building in your account - fractional
shares included.
BUY EVEN MORE SHARES WITH OPTIONAL CASH PAYMENTS
Each month, with our voluntary cash payment option, you can invest as
little as $10 or a much as $10,000 toward the purchase of Common Shares in the
Dividend Reinvestment and Cash Payment Plan, all without paying any broker fees
or service charge. We will use your payments to purchase Common Shares on your
behalf, add them to your account and send you a statement following the
transaction to keep your records up-to-date.
ENROLLMENT IS QUICK AND EASY
To enroll, please complete an authorization card and return it to
Harris Trust and Savings Bank, our transfer agent. You can request the
authorization card by writing to Harris Trust & Savings Bank, 311 W. Monroe
Street, P.O. Box A3504, Chicago, IL 60690-3504, or by calling Shareholder
Assistance Line at 1-800-539-7216.
FOR MORE INFORMATION
Please read the entire prospectus before you enroll in the Dividend
Reinvestment and Cash Payment Plan. These highlights do not contain all of the
important information about this plan. If you have questions or need help with
your account, please call Shareholder Assistance Line at 1-800-539-7216.
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PROSPECTUS
KeyCorp
Dividend Reinvestment And Cash Payment Plan
4,000,000 COMMON SHARES, WITH A PAR VALUE OF $1 EACH
KeyCorp is offering to holders of its Common Shares an opportunity to
invest cash dividends and optional cash payments in Common Shares of KeyCorp
pursuant to the Dividend Reinvestment and Cash Payment Plan. Any holder of
record of Common Shares is eligible to participate in the Plan.
A participant in the Dividend Reinvestment and Cash Payment Plan may
purchase KeyCorp Common Shares by:
- reinvesting cash dividends on all shares of KeyCorp held by
the participant, or
- reinvesting cash dividends on some of the shares of KeyCorp
held by the participant while continuing to receive cash
dividends on the other shares, and/or
- making optional cash payments of at least $10 each, with all
such cash payments not exceeding $10,000 each month, whether
or not the participant's dividends are being reinvested.
Common Shares purchased under the Dividend Reinvestment and Cash
Payment Plan will be purchased from KeyCorp, on the open market, or otherwise
from sources other than KeyCorp. As to Common Shares purchased on the open
market or otherwise from sources other than KeyCorp, the purchase price will be
the weighted average of the prices paid for the Common Shares in all such
purchases made with respect to the applicable investment date. As to Common
Shares purchased from KeyCorp, the purchase price will be 100% of the average of
the highest and lowest sales prices of Common Shares on the New York Stock
Exchange on the applicable investment date. Each Common Share is accompanied by
a related right to purchase one Common Share of KeyCorp pursuant to the Rights
Agreement dated May 15, 1997 between KeyCorp and KeyBank National Association,
as amended from time to time.
Regardless of the source of purchase, participants do not pay any
brokerage commission or service charge upon the purchase of Common Shares under
the Dividend Reinvestment and Cash Payment Plan. KeyCorp bears the cost of
administering the Dividend Reinvestment and Cash Payment Plan. Morgan Stanley,
Dean Witter & Co. or such other agent as KeyCorp may designate from time to
time, acts as purchasing agent for participants under the Dividend Reinvestment
and Cash Payment Plan for purchases on the open market or otherwise from sources
other than KeyCorp.
KeyCorp Common Shares are listed on the New York Stock Exchange and
are traded under the ticker symbol KEY. The executive offices of KeyCorp are
located at 127 Public Square, Cleveland, Ohio 44114, the telephone number (216)
689-6300.
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THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THE
SECURITIES TO BE ISSUED UNDER THIS REGISTRATION STATEMENT OR DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE SECURITIES OFFERED HEREBY ARE NOT SAVING OR DEPOSIT ACCOUNTS, OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
September 29, 1998
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PROSPECTUS TABLE OF CONTENTS
<TABLE>
<S> <C>
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION .................. 7
REFERENCES TO ADDITIONAL INFORMATION ........................................ 7
THE CORPORATION ............................................................. 7
RISK FACTORS ................................................................ 9
DIVIDEND REINVESTMENT AND CASH PAYMENT PLAN ................................. 10
PURPOSE ................................................................... 10
ADVANTAGES ................................................................ 10
ADMINISTRATION ............................................................ 10
PARTICIPATION ............................................................. 11
THE AUTHORIZATION CARD .................................................... 11
JOINING THE PLAN .......................................................... 12
INVESTMENT DATE ........................................................... 13
PURCHASES OF COMMON SHARES UNDER THE PLAN ................................. 13
OPTIONAL CASH PAYMENTS .................................................... 14
EXPENSES .................................................................. 15
FEDERAL TAX CONSEQUENCES .................................................. 15
REPORTS TO PARTICIPANTS ................................................... 17
DIVIDENDS ON FRACTIONS OF SHARES .......................................... 17
CERTIFICATES FOR SHARES ................................................... 18
WITHDRAWAL OF COMMON SHARES IN PLAN ACCOUNTS .............................. 18
TERMINATION ............................................................... 19
OTHER INFORMATION ......................................................... 20
USE OF PROCEEDS ............................................................. 22
DETERMINATION OF OFFERING PRICE ............................................. 22
PLAN OF DISTRIBUTION ........................................................ 22
INTEREST OF NAMED COUNSEL ................................................... 22
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES .................................................. 23
WHERE YOU CAN FIND MORE INFORMATION ......................................... 23
</TABLE>
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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
This prospectus including information incorporated herein by reference contains
forward-looking statements that are subject to numerous assumptions, risks, and
uncertainties. Statements pertaining to future periods are subject to
uncertainty because of the possibility of changes in underlying factors and
assumptions. Actual results could differ materially from those contained in or
implied by such forward-looking statements for a variety of factors including:
- sharp and/or rapid changes in interest rates;
- significant delay in or inability to execute strategic
initiatives designed to grow revenues and/or manage expenses;
- consummation of significant business combinations or
divestitures;
- unforeseen business risks related to such developments as Year
2000 computer related risks;
- significant changes in accounting, tax or regulatory practices
or requirements;
- adverse changes in the securities markets;
- and/or adverse trends in economic and business conditions.
REFERENCES TO ADDITIONAL INFORMATION
This prospectus incorporates important business and financial information about
KeyCorp (the "Corporation") from documents that are not included in or delivered
with this prospectus. This additional information is available to you without
charge upon your written or oral request. You can obtain documents incorporated
by reference in this prospectus, other than certain exhibits to these documents,
by requesting them in writing or by telephone from the Corporation at the
following address:
KeyCorp
127 Public Square
Cleveland, Ohio 44114-1306
Attention: Investor Relations
Tel: (216) 689-4221 or 1-800-523-7248
See also: "Where You Can Find More Information" at page 21 of this prospectus.
THE CORPORATION
The Corporation is a bank holding company incorporated under the laws of
Ohio in 1958 and is registered under the Bank Holding Company Act of 1956.
Headquartered in Cleveland, Ohio, the Corporation is engaged primarily in the
business of commercial and retail banking. As of June 30, 1998, it was one of
the largest bank holding companies in the United States, with consolidated total
assets of $75.8 billion. The Corporation and its subsidiaries provide a wide
range of banking, equipment leasing, fiduciary, and other financial services to
its corporate, individual, and institutional customers. These services are
provided across much of the country through subsidiaries operating 962 full
service banking offices in 13 states.
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The Corporation's largest banking subsidiaries are KeyBank National
Association, headquartered in Cleveland, Ohio with $71.2 billion in total assets
as of June 30, 1998, (the 14th largest bank in the United States, as of December
31, 1997, based on assets), and Key Bank USA, National Association,
headquartered in Cleveland, Ohio, which engages in consumer lending activities
with total assets of $4.5 billion as of June 30, 1998.
RISK FACTORS
Prospective purchasers of the Common Shares under the Dividend
Reinvestment and Cash Payment Plan should carefully review the information
contained elsewhere in this prospectus and in the documents incorporated into
this prospectus by reference. In particular, prospective purchasers should
carefully review all the information regarding regulatory restrictions
applicable to national banks with respect to the declaration of dividends.
As a general rule, the declaration of dividends on Common Shares is
within the sole discretion of the Board of Directors. The decision to declare
dividends is influenced, among other considerations, by cash needs of the
Corporation and general business conditions.
However, because the income to the Corporation, including income to pay
dividends on the Corporation's Common Shares, is generated by the banking and
financial subsidiaries of the Corporation, various regulatory provisions further
limit the amount of dividends such subsidiaries can pay without regulatory
approval. The approval of the Comptroller of the Currency is required for any
dividend by a national bank if the total of all dividends declared by the bank
in any calendar year would exceed the total of (i) the bank's net income for the
current year plus (ii) the retained net income (as defined and interpreted by
regulation) for the preceding two years, less any required transfers to surplus
or a fund for the retirement of any preferred stock. In addition, a national
bank may pay dividends only to the extent of its undivided profits. All of the
Corporation's banking subsidiaries and trust company subsidiaries, with the
exception of Society Trust Company of New York, are national banks and are
subject to these restrictions.
In addition, if in the opinion of the applicable regulatory authority,
a depository institution under its jurisdiction is engaged in or is about to
engage in an unsafe practice which, depending on the financial condition of the
bank, could include the payment of dividends, such authority may require that
the bank stop such practices. The Comptroller of the Currency and the Federal
Deposit Insurance Corporation have indicated that the payment of dividends that
results in depletion of a depository institution's capital base to an inadequate
level would be an unsafe practice. Moreover, under the Federal Deposit Insurance
Act (the "Act"), an insured depository institution may not pay any dividend if
such payment would cause it to become less than "adequately capitalized." The
Act also prohibits the payment of any dividend while the institution is in
default on the payment of any assessment due to the Federal Deposit Insurance
Corporation. Also, the Federal Reserve Board , the Comptroller of the Currency,
and the Federal Deposit Insurance Corporation have issued policy statements
which provide that depository institutions and their holding companies should
generally pay dividends only out of their current operating earnings.
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DIVIDEND REINVESTMENT AND CASH PAYMENT PLAN
The Corporation's Dividend Reinvestment and Cash Payment Plan (Plan"), as
amended to date, is set forth below in question and answer format.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers a simple and convenient method of investing cash
dividends and optional cash payments in additional Common Shares without payment
of any brokerage commission or service charge. To the extent that such
additional Common Shares are purchased from the Corporation, the Corporation
will use the additional funds for general corporate purposes. See "Use of
Proceeds" below.
ADVANTAGES
2. What are the advantages of the Plan?
An eligible holder of record who wishes to participate in the Plan may
(i) have cash dividends on all of his or her shares of the Corporation
automatically reinvested or (ii) have cash dividends on some of his or her
shares of the Corporation automatically reinvested or (iii) whether or not a
participant has elected to have any such dividends automatically reinvested,
invest in additional Common Shares by making optional cash payments of not less
than $10 per payment up to an aggregate maximum of $10,000 each month. No
commission or service charge is paid by a participant in connection with the
purchase of Common Shares under the Plan. A Plan account will be created for
each participant and all Common Shares purchased under the Plan with reinvested
dividends or optional cash payments will be credited to the participant's Plan
account. Full investment of funds is possible under the Plan because fractions
of Common Shares (computed to three decimal places) as well as whole Common
Shares will be credited to a participant's Plan account. Dividends of Common
Shares in a participant's Plan account, including a pro rata dividend on
fractional Common Shares, will be reinvested in additional Common Shares and
such Common Shares will be credited to a participant's Plan account. A
participant can avoid the need for safekeeping of certificates for Common Shares
credited to the participant's account under the Plan. Periodic statements of
account will provide simplified record keeping.
ADMINISTRATION
3. Who administers the Plan for participants?
Harris Trust & Savings Bank (the "Plan Administrator") will administer
the Plan, maintain records, send statements of account to participants, and
perform other duties relating to the Plan. If at any time Common Shares are
purchased by the Plan on the open market or from sources
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other than the Corporation, Morgan Stanley, Dean Witter & Co. has been
designated as the purchasing agent for the participants under the Plan. Morgan
Stanley, Dean Witter & Co. or such other agent as the Corporation may designate
from time to time, is referred to herein as the "Purchasing Agent." If Common
Shares are to be purchased on the open market or otherwise from sources other
than the Corporation, the Purchasing Agent, in its sole discretion, will
determine the time and the prices at which such purchases will be made, and will
select the broker or dealer, if any, through or from whom such purchases will be
made. Common Shares purchased under the Plan for each participant will be
credited to the account of the participant. The Corporation reserves the right
to replace the Purchasing Agent from time to time. In the event that the
Purchasing Agent should resign or otherwise cease to act as purchasing agent,
the Corporation will appoint a successor or make other appropriate arrangements.
Interpretations of the Plan by the Corporation are binding on participants.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of Common Shares are eligible to participate in the
Plan. In order to participate in the Plan, any shareholder whose shares are
registered in a name other than the participant's own name, for example, in the
name of a broker or bank nominee, must either become a shareholder of record by
having shares transferred into the participant's own name or by making
appropriate arrangements for the participant's bank or broker to participate on
behalf of the participant.
5. How does an eligible shareholder participate?
To participate in the Plan a shareholder of record must complete an
authorization card (the "Authorization Card") and return it to the Plan
Administrator. The Authorization Card may be obtained at any time by written or
oral request to the Plan Administrator at the address and telephone number
specified in Question 33.
6. Is partial participation possible under the Plan?
Yes. A shareholder of record who desires to participate in the Plan may
elect to have the cash dividends on only some of the shares of the Corporation
owned by the shareholder reinvested under the Plan or may elect to make optional
cash payments towards the purchase of additional Common Shares under the Plan
without electing automatic reinvestment of the cash dividends on any of the
shares of the Corporation owned by the shareholder.
THE AUTHORIZATION CARD
7. What does the Authorization Card provide?
The Authorization Card provides for the purchase of additional Common
Shares for the participant's account through the following investment options:
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If "Full Dividend Reinvestment" is elected, the Corporation will apply
all the cash dividends on all the Common Shares then or subsequently registered
in a participant's name, together with any optional cash payments, toward the
purchase of additional Common Shares.
If "Partial Dividend Reinvestment" is elected, the Corporation will apply
all the cash dividends on all shares in the participant's Plan account and all
the cash dividends on such number of the participant's shares held in
participant's name but not in the Plan account as specified on the Authorization
Card, together with all optional cash payments, toward the purchase of
additional Common Shares.
Under either of these two preceding elections, the Corporation will
automatically reinvest subsequent dividends on all the Common Shares held in the
participant's Plan account. Under the Plan, dividends will be reinvested on a
cumulative basis on the shares designated on the Authorization Card and all
Common Shares held in the Plan account, until a participant changes or revokes
the instructions on the Authorization Card in writing, or until the
participant's participation in the Plan is terminated.
By electing either "Full Dividend Reinvestment" or "Partial Dividend
Reinvestment" a participant is automatically entitled to make optional cash
payments.
If "Optional Cash Payments Only" is elected, the Corporation will
distribute cash dividends on shares registered in the participant's name in the
manner requested by the participant, and the Corporation will apply only
optional cash payments received toward the purchase of additional Common Shares.
This option should only be elected if the participant does not elect either
"Full Dividend Reinvestment" or "Partial Dividend Reinvestment."
Cash dividends payable on all Common Shares in a participant's Plan
account, whether such Common Shares were purchased with reinvested dividends or
optional cash payments, will be automatically reinvested in additional Common
Shares.
JOINING THE PLAN
8. When may an eligible shareholder join the Plan?
An eligible shareholder of the Corporation may join the Plan at any time.
If the Authorization Card is received by the Plan Administrator at the address
specified in Question 33 on or before the record date for a dividend payment,
reinvestment of dividends on the number of shares participating under the Plan
will begin with that dividend payment date. If the Authorization Card is
received after the record date for a dividend payment, reinvestment of dividends
will begin on the dividend payment date following the next record date, if such
shareholder is still a holder of record. All optional cash payments will be
invested, following receipt of the Authorization Card and the optional cash
payment, in the manner described in Questions 13, 15, and 16.
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INVESTMENT DATE
9. What is the Investment Date?
With respect to dividends being reinvested under the Plan, "Investment
Date" means the date on which such dividends are paid. With respect to the
investment of optional cash payments under the Plan, "Investment Date" means the
dividend payment date in any month in which there is a dividend payment on the
Corporation's Common Shares or if there is no dividend payment in the month then
the 15th day of such month, except if such date falls on a Saturday, Sunday, or
legal holiday, then the Investment Date will be the preceding business day.
PURCHASES OF COMMON SHARES UNDER THE PLAN
10. What is the source of Common Shares purchased under the Plan?
All Common Shares purchased under the Plan will be purchased from the
Corporation, on the open market, or otherwise from sources other than the
Corporation. In the event the Common Shares will be acquired on the open market,
the Purchasing Agent will acquire the Common Shares on behalf of the
participant.
11. What will be the price of Common Shares purchased under the Plan?
The purchase price to the participant of Common Shares purchased from the
Corporation will be 100% of the average of the highest and lowest sales prices
of Common Shares on the New York Stock Exchange on the Investment Date or, if no
sales prices of Common Shares are reported on the New York Stock Exchange on
such date, the average of the means between the highest and lowest sales prices
on the nearest dates before and after such date on which such sales prices are
reported. The purchase price to the participant of Common Shares purchased from
sources other than the Corporation will be the weighted average price paid by
the Purchasing Agent on all such purchases made with respect to the applicable
Investment Date.
12. When will purchases be made with reinvested dividends?
Purchases of Common Shares from the Corporation being made with
reinvested dividends will be made on the applicable Investment Date. Purchases
of Common Shares from sources other than the Corporation will be made by the
Purchasing Agent commencing as of the applicable Investment Date and continuing
over the period determined appropriate, under the circumstances, by the
Purchasing Agent to acquire the Common Shares, but in all events within 30 days
of the applicable Investment Date. In no event will interest be paid on funds
being held by the Corporation, the Plan Administrator or Purchasing Agent
pending investment of such funds.
13. When will purchases be made with optional cash payments?
An optional cash payment will be invested under the Plan on the first
Investment Date
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following receipt by the Plan Administrator at the address specified in Question
33 of such payment if the Common Shares are purchased from the Corporation. If
the Common Shares are purchased from sources other than the Corporation, the
optional cash payment will be invested as soon as practicable beginning on an
Investment Date following receipt by the Plan Administrator at the address
specified in Question 33 of such payment, but in no event later than the second
Investment Date following receipt by the Plan Administrator of such payment. No
interest will be paid on optional cash payments pending their investment.
14. How many Common Shares will be purchased for a participant?
The number of Common Shares to be purchased depends on the amount of a
participant's reinvested dividend, the amount of any optional cash payments to
be invested on the Investment Date, and the purchase price of the Common Shares.
Each participant's Plan account will be credited with that number of Common
Shares, including fractions computed to three decimal places, equal to the
participant's total amount to be invested divided by the purchase price per
Common Share.
OPTIONAL CASH PAYMENTS
15. How does the optional cash payment feature of the Plan work?
All eligible holders of record of Common Shares of the Corporation,
except for brokers and nominees, who have submitted the Authorization Card, are
eligible to make optional cash payments at any time. Optional cash payments
received from a participant will be used to purchase additional Common Shares.
Cash dividends payable on all Common Shares credited to a participant's Plan
account, whether such Common Shares were purchased with reinvested dividends or
optional cash payments, will be automatically reinvested in additional Common
Shares.
16. How may optional cash payments be made?
An optional cash payment may be made by a participant when joining the
Plan by sending a check or money order payable to Harris Trust and Savings Bank
with the Authorization Card to the Plan Administrator at the address provided in
Question 33. Thereafter optional cash payments may be made on a monthly basis
through the use of appropriate forms attached to each participant's statement of
account. There is no obligation to make additional cash payments nor to make all
such payments in the same amount.
Each optional cash payment must be at least $10 and all such payments
cannot, in any one month, exceed a total of $10,000 for any participant. The
Corporation will not approve optional cash purchases in excess of the maximum
amount set forth herein.
A participant may withdraw any optional cash payment by written notice
received by the Plan Administrator not less than 48 hours before the first
Investment Date following receipt of the optional cash payment.
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EXPENSES
17. What are the expenses to participants in the Plan?
Costs of administration of the Plan will be paid by the Corporation.
There are no brokerage fees or commissions charged to participants in connection
with the purchase of Common Shares under the Plan. However, the Plan participant
pays service charges of $10 per sales transaction and commission of 5 cents per
share if, at the participant's request, the Purchasing Agent sells, on behalf of
the participant, some or all of the participant's whole Common Shares credited
to the participant's Plan account. Certain expenses may also be incurred by the
participant if the participant receives a cash payment in lieu of issuance of a
fraction of a Common Share credited to the participant's Plan account upon the
participant's withdrawal of all of the Common Shares credited to the
participant's Plan account or upon termination of the participant's
participation in the Plan. See also: Questions 23, 25, and 26.
FEDERAL TAX CONSEQUENCES
18. What are the Federal income tax consequences of participation in the
Plan?
In general, a shareholder who participates in the Plan will have the same
Federal income tax consequences with respect to dividends payable on Common
Shares in a Plan account as if he or she were not a participant in the Plan. In
the case of a cash dividend, a participant will be treated for Federal income
tax purposes as having received on the dividend payment date a dividend equal to
the full amount of the dividend payable with respect to all the participant's
shares, including shares registered in his or her name and those credited to the
participant's Plan account, even if all such dividends are not received by the
participant in cash, but some instead are applied to the purchase of Common
Shares for the participant's account. In the case of Common Shares purchased
from sources other than the Corporation, commissions and brokerage fees paid by
the Corporation in connection with such purchases will be taxable income to the
participants in an amount equal to each participant's pro rata share of such
commissions and fees and will be reported as ordinary dividend income for the
calendar year by the Corporation with respect to each participant's Plan
account.
The tax basis of Common Shares purchased from the Corporation with cash
dividends or optional cash payments will be the amount of the cash dividends or
optional cash payments, as the case may be. In the case of Common Shares
purchased from sources other than the Corporation, the tax basis will be the
purchase price of the Common Shares plus a participant's pro rata share of
commissions or brokerage fees paid by the Corporation in making such purchases.
The holding period for Common Shares purchased with reinvested dividends or
optional cash payments will begin on the date following the date on which the
Common Shares are purchased for the participant and credited to such
participant's Plan account, regardless of the source of purchase.
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A participant will not realize any Federal taxable income when the
participant receives certificates for whole Common Shares credited to the
participant's Plan account, either upon the participant's withdrawal of some or
all of the Common Shares credited to the participant's Plan account or
termination of the participant's participation in the Plan. However, a
participant who receives, upon withdrawal of Common Shares from the Plan or
termination of the participant's participation in the Plan, a cash payment in
lieu of issuance of a fractional Common Share credited to the participant's Plan
account will realize a gain or loss with respect to such fractional Common
Share. A gain or loss will also be realized by a participant when whole Common
Shares are sold, either (i) by the participant after withdrawal of such shares
from the Plan account or termination of the participant's participation in the
Plan or (ii) by the Purchasing Agent at the participant's request, upon the
participant's withdrawal of such shares from the Plan account or termination of
the participant's participation in the Plan. The amount of such gain or loss
will be the difference between the amount which the participant receives for
full or fractional Common Shares and the tax basis therefor. Any such gain or
loss will be a capital gain or loss if the Common Shares constitute capital
assets in the hands of the participant.
Plan participants are advised to consult their own tax advisors to
determine the particular Federal, state, local, and foreign income tax
consequences that may result from their participation in the Plan and the
subsequent sale or other disposition of Common Shares under the Plan. The income
tax consequences of participants may vary from jurisdiction to jurisdiction.
REPORTS TO PARTICIPANTS
19. What kind of reports will be sent to participants?
Each participant in the Plan will receive a statement of account as
promptly as practicable after each purchase of Common Shares for the
participant's Plan account. These statements are a record of the date and cost
of purchases made and should be retained for income tax purposes. In addition,
each participant will receive, from time to time, copies of reports, proxy
statements, and other communications sent to holders of the Common Shares.
Each participant will receive annually Internal Revenue Service
information on Form 1099 for reporting dividend income received.
DIVIDENDS ON FRACTIONS OF SHARES
20. Will participants be credited with dividends on fractions of Common
Shares?
Yes. Dividends with respect to fractional, as well as whole, Common
Shares will be reinvested in additional Common Shares.
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CERTIFICATES FOR SHARES
21. Will certificates be issued for Common Shares purchased?
Common Shares credited to a participant's account in the Plan will be
held in the name of Harris Trust and Savings Bank or its nominee. The number of
Common Shares credited to an account under the Plan will be shown on the
participant's statement of account. This service protects against loss, theft,
or destruction of certificates. However, certificates for whole Common Shares
will be issued to participants upon the participant's withdrawal of such shares
from the Plan account or termination of the participant's participation in the
Plan, unless the participant requests the Purchasing Agent in writing to sell
such shares for the participant's account.
Common Shares credited to the account of a participant under the Plan may
not be pledged or assigned, and any such purported pledge or assignment shall be
void. A participant who wishes to pledge or assign any such Common Shares
credited to the participant's Plan account must first withdraw such Common
Shares from the Plan account.
Certificates for fractions of Common Shares will not be issued to
participants under any circumstances.
22. In whose name will certificates be registered when issued to
participants?
Each account under the Plan will be maintained in the name as shown on
the Authorization Card of each participant. Consequently, certificates for whole
Common Shares will be similarly registered when issued.
WITHDRAWAL OF COMMON SHARES IN PLAN ACCOUNTS
23. How may Common Shares be withdrawn from the Plan accounts?
Shares credited to a participant's Plan account may be withdrawn by a
participant by notifying the Plan Administrator in writing specifying the number
of shares to be withdrawn. Certificates for whole shares of Common Shares so
withdrawn will be issued to and registered in the name of the participant,
unless the participant requests the Purchasing Agent in writing to sell such
shares for the participant's account. If a participant requests such sale, the
sale will be made by the Purchasing Agent for the participant's account within a
reasonable time after the participant's withdrawal is processed as provided in
Question 26. Service charges and brokerage commission will apply to such sale.
The Plan participant will receive the proceeds from the sale, less any brokerage
fees or commissions, any transfer tax, and other service charge or
administrative costs of sale.
24. Will dividends on Common Shares withdrawn from the Plan account continue
to be reinvested?
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<PAGE> 16
If the participant has authorized "Full Dividend Reinvestment", cash
dividends with respect to shares withdrawn from a participant's Plan account as
well as with respect to Common Shares remaining in the participant's Plan
account will continue to be reinvested if such shares are registered in the
participant's name. If, however, cash dividends with respect to only part of the
shares registered in a participant's name are being reinvested, the Corporation
will continue to reinvest dividends on only the number of shares specified by
the participant on the Authorization Card and on all Common Shares remaining in
the participant's Plan account unless a new Authorization Card specifying a
different number of shares is delivered.
TERMINATION
25. How does a participant terminate participation under the Plan?
In order to terminate participation under the Plan, a participant must
notify the Plan Administrator in writing that the participant wishes to
terminate. Such notices should be sent to Harris Trust and Savings Bank at the
address set forth in Question 33 and will be effective only when received by the
Plan Administrator. When a participant voluntarily terminates his or her
participation in the Plan or the Plan is terminated by the Corporation, a
certificate for whole Common Shares credited to the participant's Plan account
under the Plan will be issued unless the participant requests the Purchasing
Agent to sell such shares for the participant's account, and a cash payment will
be made for any fraction of a Common Share.
In connection with any such termination, a participant may request that
all or a part of the whole Common Shares in the participant's Plan account be
sold. Any such request must be in writing to the Plan Administrator. If a
participant requests such sale, the sale will be made by the Purchasing Agent
for the participant's account within a reasonable time after the participant's
termination is processed as provided in Question 26. The participant will
receive the proceeds from such sale, less any brokerage fees or commissions, any
transfer tax, and any other administrative costs of sale.
26. When may a participant withdraw Common Shares from his or her Plan
account or be terminated from the Plan?
A participant may withdraw Common Shares credited to the participant's
Plan account or terminate his or her participation under the Plan at any time.
If the request to withdraw or terminate is received by the Plan Administrator
prior to a dividend record date, the withdrawal or termination will be processed
as soon as practical after receipt of the request. If the request to withdraw or
terminate is received by the Plan Administrator on or after the record date for
a dividend payment, the withdrawal or termination may not be processed until
shares purchased with the dividends paid for such record date have been credited
to the participant's account. Any optional cash payment which was received prior
to the request for withdrawal or termination will be reinvested unless return of
the amount is requested at the time of the request for withdrawal or termination
and such request is received at least 48 hours before the next Investment Date.
All subsequent dividends paid to the participant after termination will be paid
in cash unless the participant re-enrolls in the Plan. The Corporation reserves
the right, in its sole discretion, to
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terminate the Plan or any participant's account at any time.
OTHER INFORMATION
27. What happens when a participant sells or transfers the shares of the
Corporation registered in such participant's name?
If a participant sells or transfers the shares of the Corporation
registered in the participant's name but still holds shares in a Plan account,
the Corporation will continue to reinvest the cash dividends on Common Shares
credited to the participant's Plan account, subject to the participant's right
to withdraw Common Shares from the Plan account to terminate participation under
the Plan at any time.
28. What happens if the Corporation issues a dividend payable in Common
Shares or declares a stock split?
Any dividend payable in Common Shares or split shares distributed by the
Corporation on Common Shares credited to a participant's Plan account will be
added to such account. Any dividend payable in Common Shares or split shares
distributed by the Corporation on Common Shares not in the participant's Plan
account will be transmitted directly to the participant in the same manner as to
shareholders who are not participating in the Plan.
29. How will Common Shares credited to a participant's Plan account be voted
at Shareholders' Meetings?
For each meeting of shareholders, a participant will receive proxy
material that will enable the participant to vote both the shares registered in
the participant's name directly and Common Shares credited to the participant's
Plan account. If a participant elects, such participant may vote Common Shares,
including all Common Shares credited to the participant's Plan account, in
person at the shareholders meeting.
If no instructions are indicated on a properly signed and returned proxy
card, all of the participant's Common Shares - those registered in the
participant's name and those credited to the participant's Plan account - will
be voted in accordance with the recommendations of the Corporation's management.
30. What are the responsibilities of the Corporation, the Plan Administrator,
and the Purchasing Agent under the Plan?
Neither the Corporation, nor the Plan Administrator, nor the Purchasing
Agent shall have any duties, responsibilities, or liabilities except as
expressly set forth in the Plan. The Corporation, Plan Administrator, and
Purchasing Agent shall not be liable for any action taken or omitted under the
Plan, except for its own bad faith or willful misconduct, including, without
irritation, for any claim of liability arising (i) out of failure to terminate
a participant's Plan account upon the participant's death prior to receipt of
written notice of such participant's death, (ii) with respect to the prices at
which Common Shares are purchased or sold for a participant's account, (iii)
with respect to the times when such purchases
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<PAGE> 18
or sales are made, or (iv) with respect to any fluctuation in market value of
the Common Shares.
The participant should recognize that the Corporation, the Plan
Administrator, and the Purchasing Agent cannot assure the participant a profit
or protect the participant against a loss on the Common Shares purchased or sold
under the Plan.
31. May the Plan be changed or discontinued?
The Corporation may amend, suspend, modify or terminate the Plan at any
time, including the period between a record date and a dividend payment date.
Notice of any such amendment, suspension, modification, or termination will be
sent to all participants. Any such amendment shall conclusively be deemed to be
accepted by the participant unless prior to the effective date of any such
amendment as set forth in the notice, the Plan Administrator receives written
notice of the termination of the participant's account. Upon a termination of
the Plan, any uninvested optional cash payments will be returned and, except as
otherwise provided in Questions 25 and 26, certificates for whole Common Shares
credited to a participant's account under the Plan will be issued, and a cash
payment will be made in lieu of issuance of any fraction of a Common Share
credited to a participant's account.
32. Where will notices to a participant be sent?
All notices to a participant will be addressed to the participant at the
last address of record with the Plan Administrator. A participant should notify
the Plan Administrator in writing of any change of address at the address set
forth in Question 33.
33. Who should be contacted with questions about the Plan?
All optional cash payments, requests for withdrawals, transfers of
shares, authorization cards, requests for partial reinvestment, address changes,
and any other questions with respect to the Plan should be directed to:
Shareholder Services - KEY
Harris Trust and Savings Bank
311 W. Monroe Street
P.O. Box A3504
Chicago, IL 60690-3504
Telephone: 1-800-539-7216
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<PAGE> 19
USE OF PROCEEDS
Any net proceeds from the sale of the Common Shares offered hereby will
be applied to the Corporation's general funds to be utilized for general
corporate purposes, including investments in, or extensions of credit to, the
Corporation's subsidiaries. Specific allocations of the proceeds to such
purposes have not been made at the date of this prospectus.
DETERMINATION OF OFFERING PRICE
The purchase price for Common Shares purchased on the open market or
from sources other than the Corporation will be the weighted average price paid
by the Purchasing Agent in all such purchases made with respect to the
applicable Investment Date. The purchase price for Common Shares purchased from
the Corporation will be 100% of the average of the highest and lowest sales
prices of Common Shares on the New York Stock Exchange on the Investment Date
or, if no sales prices of Common Shares are reported on the New York Stock
Exchange on such date, the average of the means between the highest and lowest
sales prices on the nearest dates before and after such date on which such sales
prices are reported. Each Common Share purchased under the Plan will be
accompanied by a related right to purchase one Common Share.
PLAN OF DISTRIBUTION
Common Shares offered under the Plan will be distributed to the Plan
participants, from time to time, pursuant to the terms of the Plan. There are no
brokerage fees or commissions charged to Plan participants in connection with
the purchase of Common Shares under the Plan, although as discussed in Question
18, in the case of Common Shares purchased from sources other than the
Corporation, commissions and brokerage fees paid by the Corporation in
connection with such purchases will be taxable income to the participant's pro
rata shares of such commissions and fees and will be reported as ordinary
dividend income for the calendar year by the Corporation with respect to each
participant's Plan account. The number of Common Shares to be purchased under
the Plan for the participant's account in any one month period depends on the
amount of a participant's reinvested dividend, the amount of any optional cash
payments to be invested on the Investment Date, and the purchase price of the
Common Shares. The Plan participant pays service charges of $10 per sales
transaction and commission of 5 cents per share if, at the participant's
request, the Purchasing Agent sells, on behalf of the participant, some or all
of the participant's whole Common Shares credited to the participant's Plan
account. Certain expenses may also be incurred by the participant if the
participant receives a cash payment in lieu of issuance of a fraction of a
Common Share credited to the participant's Plan account upon the participant's
withdrawal of all of the Common Shares credited to the participant's Plan
account or upon termination of the participant's participation in the Plan.
INTEREST OF NAMED COUNSEL
The validity of the KeyCorp Common Shares offered hereby has been
passed upon for the Corporation by Steven N. Bulloch, Assistant Secretary of the
Corporation. As of the date of this Registration Statement, Mr. Bulloch
beneficially owns 14,354 Common Shares of the Corporation, including shares
beneficially owned under options that are immediately exercisable.
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<PAGE> 20
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed 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.
WHERE YOU CAN FIND MORE INFORMATION
The Corporation files reports, proxy statements, and other information
with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such reports,
proxy statements, and other information concerning the Corporation can be
inspected and copied at the Public Reference Room Number 1024 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: New
York Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048, and Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained at prescribed rates. You can obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. The
Commission also maintains an Internet site that contains reports, proxy and
information statement and other information regarding the Corporation . The
address of the Web site is http://www.sec.gov.
The Corporation's Common Shares and the related rights to purchase the
Common Shares are listed on the New York Stock Exchange. Reports, proxy and
information statements, and other information concerning the Corporation can be
inspected and copied at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005. The Corporation also maintains an Internet
site at the following address: http://www.Keybank.com.
The Commission allows for "incorporation by reference" of certain
information into this prospectus. This means that the Corporation can disclose
important information to you by referring you to another document filed
separately with the Commission. The information incorporated by reference is
considered to be a part of this prospectus, except for any information that is
superseded by other information included directly in this document or
incorporated in this document by reference.
This prospectus incorporates by reference the documents listed below.
They contain important information about the Corporation and its financial
condition.
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997;
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2. The Corporation's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1998 and June 30, 1998.
3. The Corporation's Current Reports on Form 8-K, filed on (a) January
21, 1998, (b) March 6, 1998, (c) April 17, 1998, (d) June 15, 1998, (e) July
17, 1998, and (f) September 23, 1998.
4. The description of (a) the Corporation's Common Shares, filed with
the Commission in the Registration Statement on Form 8-A dated 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 Common Shares under Section 12(b) of the
Exchange Act, and (b) the Rights contained in the Registration Statement on Form
8-A filed on June 19, 1997, as amended by Form 8-A/A filed on March 6, 1998.
5. All documents filed by the Corporation pursuant to Section 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 this offering of the Common Shares
pursuant to the Plan, shall be deemed to be incorporated by reference into this
prospectus from the date of filing of each such document.
The Corporation will provide without charge to each person to whom a
copy of this prospectus has been delivered, upon written or oral request of such
person, a copy of any or all of the foregoing documents which have been or may
be incorporated in this prospectus by reference, other than exhibits to such
documents. Requests for such copies can be directed to KeyCorp, 127 Public
Square, Cleveland, Ohio 44114, Attention: Investor Relations, Telephone
(216) 689-4221 or 1-800-523-7248.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
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INVESTOR INFORMATION
STOCK
KeyCorp Common Shares are listed on the New York Stock Exchange under the symbol
KEY.
SHAREHOLDER ASSISTANCE / REGISTRAR AND TRANSFER AGENT
Shareholders with questions regarding dividends, change of name or address, or
lost certificates, are invited to call or write the Plan Administrator at the
following address:
Shareholder Services - KEY
Harris Trust and Savings Bank
P.O. Box A3504
Chicago, IL 60690-3504
Tel: 1-800-539-7216
Full Service is available Monday through Friday 8:30 a.m. to 5 p.m. Central
Time, with automated service covering routine inquires 24 hours a day, 365 days
a year.
DIVIDEND DIRECT DEPOSIT PLAN
This plan permits shareholders to electronically deposit dividends on their
Common Shares to their checking or savings account. This free service provides a
convenient and safe method of receiving dividend payments. If you have questions
or are interested in this program, call Shareholder Assistance Line at
1-800-539-7216 and order a Dividend Direct Deposit brochure and authorization
form.
INSTITUTIONAL INVESTOR AND ANALYST INFORMATION
Security analysts and investment professionals with questions regarding
KeyCorp's performance and its business should direct their inquires to:
KeyCorp
127 Public Square
Cleveland, Ohio 44114-1306
Attention: Investor Relations
Tel: (216) 689-4221 or 1-800-523-7248.
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<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses in connection with the issuance and distribution of the
securities being registered other than underwriting compensation are as follows:
Registration Fee .............................$ 37,724.60*
Printing and Engraving Expenses...............$ 35,000.00*
Legal Fees and Expenses.......................$ 5,000.00*
Accounting Fees and Expenses..................$ 4,000.00*
* All the above amounts are estimated.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Ohio law, Ohio corporations are authorized to indemnify
directors, officers, employees, and agents ("Covered Persons") within prescribed
limits and must indemnify them under certain circumstances. Ohio law permits a
corporation to indemnify a Covered Person against expenses, judgments, fines,
and settlements reasonably incurred in a nonderivative suit, and against
expenses reasonably incurred in a derivative suit, if the Covered Person acted
in good faith and in a manner reasonably believed to be in or not opposed to the
best interest of the corporation. In addition, Ohio law permits a corporation to
indemnify a Covered Person in a criminal action or proceeding, other than in a
derivative suit, if the person had no reasonable cause to believe his or her
conduct was unlawful.
Unless ordered by a court, no indemnification of expenses in a
derivative suit is authorized by Ohio law if the Covered Person is ultimately
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the corporation. However, if a Covered Person is successful on the
merits or in defense on a matter, indemnification of expenses is mandatory. In
addition, under Ohio law, a Director's expenses shall be paid by the corporation
as they are incurred, provided the Director agrees to reasonably cooperate with
the corporation and to repay the amounts advanced if it is proved by clear and
convincing evidence that the Director's action or failure to act was done with
reckless disregard for the best interests of the corporation.
Under Ohio law, a Director is not liable for monetary damages unless it
is proved by clear and convincing evidence that the Director's action or failure
to act was undertaken with deliberate intent to cause injury 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 is in addition to any other rights granted to persons
seeking indemnification.
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<PAGE> 24
The Amended and Restated Regulations provide that the Corporation shall
indemnify to the fullest extent permitted by Ohio General Corporation Law any
person made or threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact
that he or she is or was a director, officer, or employee of the Corporation or
of any other bank, corporation, partnership, trust, or other enterprise for
which he or she was serving as a director, officer, or employee at the request
of the Corporation.
The Corporation is a party to Employment Agreements with certain of its
executive officers and is also a party to Change of Control Agreements with
certain executive officers. Generally, pursuant to the Employment Agreement and,
after a change of control (as defined), pursuant to each Change of Control
Agreement, the Corporation has agreed to (i) indemnify the executive officer, to
the full extent permitted or authorized by Ohio General Corporation Law, if the
executive officer is made or threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding by reason of the executive
officer's serving as an employee, officer, or director of the Corporation and/or
any of its subsidiaries or is or was serving at the request of the Corporation
or any of its subsidiaries as a director, trustee, officer, or employee of a
bank, corporation, partnership, joint venture, trust or other enterprise, and
(ii) advance expenses incurred by the executive officer in defending any action,
suit, or proceeding commenced or threatened for any action or failure to act as
an employee, officer, or director of the Corporation or any of its subsidiaries.
The expenses so advanced to officers and employees of the Corporation shall be
repaid if it is ultimately determined that such executive officer is not
entitled to be indemnified. With respect to Directors of the Corporation, the
amount of expenses paid as incurred shall be repaid if it is determined that
action or failure to act involved an act or omission undertaken with deliberate
intent to cause injury or reckless disregard for the best interests of the
Corporation or any of its subsidiaries.
The indemnification provided under Employment Agreements and each of
the Change of Control Agreements shall continue after the executive officer has
ceased to be an executive officer, and shall inure to the benefit of the heirs,
executors, and administrators of the executive officer.
Under the terms of the Corporation's directors' and officers' liability
and reimbursement insurance policy, directors and officers of the Corporation
are insured against certain liabilities, including liabilities arising under the
Securities Act.
EXHIBITS
The Exhibits to this Registration Statement are listed below, and are
incorporated herein by reference.
EXHIBIT DESCRIPTION
4(a) Amended and Restated Articles of Incorporation of KeyCorp, filed
as Exhibit 3(a) to Form S-4 filed on August 7, 1998, and
incorporated herein by reference.
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<PAGE> 25
4(b) Amended and Restated Regulations of KeyCorp, effective May 15,
1997, and filed as Exhibit 2 to Form 8-A/A filed on June 19,
1997, and incorporated herein by reference.
4(c) Restated Rights Agreement, dated as of May 15, 1997, between
KeyCorp and KeyBank National Association, as Rights Agent, filed
as Exhibit 15 to Form 8-A dated June 19, 1997, and incorporated
herein by reference.
5 Opinion re: legality
15 Acknowledgment Letter of Ernst & Young LLP
23 Consent of Ernst & Young LLP
24 Powers of attorney pursuant to which certain officers and
Directors have signed this Form S-3 Registration Statement.
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;
(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 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective Registration Statement;
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<PAGE> 26
(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 clauses (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 clauses is contained in
periodic reports filed with or furnished to the Commission by the Corporation
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of the Corporation's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Corporation 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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cleveland, State of Ohio, on this 29th day of September, 1998.
KEYCORP
By: ______________________________
Thomas C. Stevens
Senior Executive Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities indicated.
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<PAGE> 27
SIGNATURE TITLE
- - --------------------------------------------------------------------------------
Robert W. Gillespie, Chairman of the Board,
Chief Executive Officer,
and Director;
Henry L. Meyer III, President,
Chief Operating Officer,
and Director;
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);
William G. Bares, Director;
Albert C. Bersticker, Director;
Carol A. Cartwright, Director;
Thomas 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;
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.
The undersigned, by signing his name hereto, executes this Form S-3 Registration
Statement pursuant to Powers of Attorney executed by the above-named officers
and Directors and filed with the Securities and Exchange Commission.
By: __________________
Thomas C. Stevens
Attorney-in-Fact
September 29, 1998
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<PAGE> 1
Exhibit 5
September 28, 1998
KeyCorp
127 Public Square
Cleveland, Ohio 44114
Ladies and Gentlemen:
As counsel for KeyCorp (the "Company"), I am familiar with the
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, with respect to 4,000,000 additional
KeyCorp Common Shares, $1 par value each (the "Shares"), to be registered in
connection with the Company's Dividend Reinvestment and Cash Payment Plan (the
"Plan").
In connection with the foregoing, I have examined the following:
1. The Amended and Restated Articles of Incorporation and the
Regulations of the Company, both as amended to date;
2. The records relating to the organization of the Company and such
other records of corporate proceedings and such other documents as we deemed
necessary to examine as a basis for the opinions hereinafter expressed;
3. The Registration Statement (including Exhibits thereto) to be filed
with the Commission; and
4. Copies of the Plan and the records of the proceedings of the Board
of Directors of the Company relating to the adoption and approval thereof.
Based upon such examination, I am of the opinion that:
A. The Company is a corporation duly organized and validly existing
under the laws of the State.
B. The Shares have been duly authorized and, when issued and delivered
pursuant to the Plan and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this Opinion as Exhibit 5 to the
Registration Statement and to the use of my name therein.
Very truly yours,
/s/ Steven N. Bulloch
---------------------
Steven N. Bulloch
Assistant Secretary
of KeyCorp
<PAGE> 1
Exhibit 15
ACKNOWLEDGMENT LETTER OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
KeyCorp
We are aware of the incorporation by reference in the Registration Statement
(Form S-3) and related Prospectus of KeyCorp for the registration of 4,000,000
shares of its common stock of our reports dated April 14, 1998, and July 14,
1998, relating to the unaudited condensed consolidated interim financial
statements of KeyCorp that are included in its Forms 10-Q for the quarters ended
March 31, 1998, and June 30, 1998.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the Registration Statements prepared or certified by accountants within
the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Cleveland, Ohio
September 24, 1998
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3) and related Prospectus of KeyCorp for the registration of 4,000,000 shares
of its common stock of our report dated January 13, 1998, with respect to the
consolidated financial statements of KeyCorp incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
September 24, 1998
<PAGE> 1
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Robert W. Gillespie
-----------------------------------
Robert W. Gillespie
-----------------------------------
<PAGE> 2
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Henry L. Meyer III
-----------------------------------
Henry L. Meyer III
-----------------------------------
<PAGE> 3
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 21, 1998.
/s/ W. Brent Somers
-----------------------------------
W. Brent Somers
-----------------------------------
<PAGE> 4
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 21, 1998.
/s/ Lee G. Irving
-----------------------------------
Lee G. Irving
-----------------------------------
<PAGE> 5
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ William G. Bares
-----------------------------------
William G. Bares
-----------------------------------
<PAGE> 6
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Albert C. Bersticker
-----------------------------------
A.C. Bersticker
-----------------------------------
<PAGE> 7
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Carol A. Cartwright
-----------------------------------
Carol A. Cartwright
-----------------------------------
<PAGE> 8
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 6, 1998.
/s/ Thomas A. Commes
-----------------------------------
Thomas A. Commes
-----------------------------------
<PAGE> 9
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Kenneth M. Curtis
-----------------------------------
Kenneth M. Curtis
-----------------------------------
<PAGE> 10
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ John C. Dimmer
-----------------------------------
John C. Dimmer
-----------------------------------
<PAGE> 11
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Stephen R. Hardis
-----------------------------------
Stephen R. Hardis
-----------------------------------
<PAGE> 12
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Henry S. Hemingway
-----------------------------------
Henry S. Hemingway
-----------------------------------
<PAGE> 13
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Charles R. Hogan
-----------------------------------
Charles R. Hogan
-----------------------------------
<PAGE> 14
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Douglas J. McGregor
-----------------------------------
Douglas J. McGregor
-----------------------------------
<PAGE> 15
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Steven A. Minter
-----------------------------------
Steven A. Minter
-----------------------------------
<PAGE> 16
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ M. Thomas Moore
-----------------------------------
M. Thomas Moore
-----------------------------------
<PAGE> 17
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Richard W. Pogue
-----------------------------------
Richard W. Pogue
-----------------------------------
<PAGE> 18
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Ronald B. Stafford
-----------------------------------
Ronald B. Stafford
-----------------------------------
<PAGE> 19
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Dennis W. Sullivan
-----------------------------------
Dennis W. Sullivan
-----------------------------------
<PAGE> 20
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
United States Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3 (the
"Registration Statement") and such other documents as may be applicable to
effect the registration of all KeyCorp Common Shares which may be issued and
sold under the KeyCorp Dividend Reinvestment and Cash Payment Plan, hereby
constitutes and appoints Steven N. Bulloch, K. Brent Somers, and Thomas C.
Stevens, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name and stead of the
undersigned, to sign and file the proposed Registration Statement and any and
all amendments and exhibits thereto, and any and all applications and other
documents to be filed with the Securities and Exchange Commission, pertaining to
the Registration Statement and to the securities to be registered thereunder,
with full power and authority to do and perform any and all acts and things
requisite and necessary to be done, hereby ratifying and approving the acts of
such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereto set his or her hand as
of September 11, 1998.
/s/ Peter G. Ten Eyck, II
-----------------------------------
Peter G. Ten Eyck, II
-----------------------------------
