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As filed with the Securities and Exchange Commission on December 11, 1998
File No. 333-37287
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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 34-6542451
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
127 Public Square
Cleveland, Ohio 44114-1306
(216) 689-3000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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THOMAS C. STEVENS, ESQ.
SENIOR EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
KEYCORP
127 Public Square
Cleveland, Ohio 44114-1306
(216) 689-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
DANIEL R. STOLZER, ESQ.
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
KEYCORP
127 Public Square
Cleveland, Ohio 44114-1306
(216) 689-3000
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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REMOVAL OF SHARES FROM REGISTRATION
KeyCorp, an Ohio corporation ("KeyCorp"), registered 3,336,118 (the
"Shares") of its Common Shares, with a par value of $1 each ("KeyCorp Common
Shares"), to be offered from time to time for the account of certain selling
shareholders (the "Selling Shareholders"). The Shares were issued to the Selling
Shareholders pursuant to an Agreement and Plan of Reorganization dated as of
June 6, 1997 by and among KeyCorp, Key Bank USA, National Association, Champion
Mortgage Co., Inc., Champion Mortgage Corp., Champion Wholesale Corp., Champion
Financial Corp., Champion Mortgage Servicing Corp. and the Selling Shareholders.
The Shares were registered by KeyCorp on Form S-3 Registration Statement (File
No. 333-37287) (the "Registration Statement") in accordance with the terms and
conditions of the Registration Rights Agreement dated August 29, 1997 (the
"Registration Rights Agreement") by and among KeyCorp and the Selling
Shareholders.
The Selling Shareholders have sold an aggregate of 558,000 KeyCorp
Common Shares under the Registration Statement. As the time period for which
KeyCorp is required pursuant to the Registration Rights Agreement to keep the
Registration Statement effective has expired, KeyCorp hereby removes from
registration the 2,778,118 KeyCorp Common Shares that have not been sold under
the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Cleveland, State of Ohio, on December 11, 1998.
KEYCORP
By: /s/ DANIEL R. STOLZER
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Daniel R. Stolzer
Vice President and
Associate General Counsel
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been
signed by the following persons in the capacities indicated on December 11,
1998.
Robert W. Gillespie, Chairman and Chief Executive Officer (Principal
Executive Officer); K. Brent Somers, Senior Executive Vice President and Chief
Financial Officer (Principal Financial Officer); Lee G. Irving, Executive Vice
President and Chief Accounting Officer (Principal Accounting Officer); Cecil D.
Andrus, Director; William G. Bares, Director; Albert C. Bersticker, Director;
Dr. Carol A. Cartwright, Director; Thomas A. Commes, Director; Kenneth M.
Curtis, Director; John C. Dimmer, Director; Stephen R. Hardis, Director; Henry
S. Hemingway, Director; Charles R. Hogan, Director; Douglas J. McGregor,
Director; Henry L. Meyer III, Director; Steven A. Minter, Director; M. Thomas
Moore, Director; Richard W. Pogue, Director; Ronald B. Stafford, Director;
Dennis W. Sullivan, Director; and Peter G. Ten Eyck, II, Director.
KEYCORP
By: /s/ DANIEL R. STOLZER
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Daniel R. Stolzer
Attorney-In-Fact
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