SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No.1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
McDonald & Company Investments, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share, of
McDonald & Company Investments, Inc.
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(Title of Class of Securities)
580047108
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(CUSIP Number)
Daniel R. Stolzer
Vice President and Associate General Counsel
127 Public Square
Cleveland, Ohio 44114
(216) 689-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-(f) or 13d-1(g) check the
following box [_]
(Continued on following pages)
(Page 1 of 4 pages)
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CUSIP NO. 580047108 13D PAGE 2 OF 4 PAGES
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1. NAME OF REPORTING PERSONS KEYCORP
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IRS# 34-6542451
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION OHIO
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7. SOLE VOTING POWER 4,047,264*
NUMBER OF
SHARES ---------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY
EACH ---------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 4,030,368*
PERSON
WITH ---------------------------------------------------------
10. SHARED DISPOSITIVE POWER 12,760
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,190,764*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.8%**
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14. TYPE OF REPORTING PERSON CO, HC
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* BENEFICIAL OWNERSHIP OF 3,669,088 SHARES OF COMMON STOCK REPORTED
HEREUNDER IS BEING REPORTED SOLELY AS A RESULT OF THE STOCK OPTION
AGREEMENT DESCRIBED IN ITEM 4 OF THE PREVIOUSLY FILED SCHEDULE 13D
WHICH IS HEREBY AMENDED. THE OPTION GRANTED PURSUANT TO THE STOCK
OPTION AGREEMENT HAS NOT YET BECOME EXERCISABLE. KEYCORP EXPRESSLY
DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH SHARES.
** GIVES EFFECT TO THE ISSUANCE OF COMMON STOCK SUBJECT TO THE STOCK OPTION
AGREEMENT.
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AMENDMENT NO. 1 TO SCHEDULE 13D
KeyCorp hereby amends and supplements its statement on Schedule 13D
filed on June 24, 1998 (the "Previously Filed Schedule 13D"), with respect to
the Common Stock, par value $1.00 per share ("Company Common Stock"), of
McDonald & Company Investments, Inc., a Delaware corporation (the "Company").
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is supplemented with the following:
As described in the Previously Filed Scheduled 13D, on June 15, 1998,
KeyCorp entered into a definitive agreement to acquire the Company, a full
service investment banking and securities brokerage company headquartered in
Cleveland, Ohio, in a tax-free exchange of stock. KeyCorp had previously
indicated that it intended to repurchase, prior to the closing of the
acquisition, an amount common shares, par value $1.00 of KeyCorp ("KeyCorp
Common Shares") approximately equivalent to up to one-half of the shares to be
issued in connection with the acquisition of the Company. KeyCorp has reported
that it currently intends to satisfy this previously announced repurchase by:
(i) continuing to purchase KeyCorp Common Shares prior to, or within
90 days following, the closing of the acquisition of the Company
(in either the open market or privately negotiated transactions);
or
(ii) purchasing shares of outstanding Company Common Stock within
regulatory limitations prior to the closing of the acquisition of
the Company (in either the open market or privately negotiated
transactions).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is supplemented with the following:
(a)-(b) In open market transactions beginning on September 23, 1998 and
continuing through September 25, 1998, KeyCorp purchased 285,800 shares of
Company Common Stock, and, in addition, between September 25, 1998 and September
30, 1998, KeyCorp purchased an additional 52,400 shares of Company Common Stock
(the "Open Market Shares").
As of September 30, 1998, Key Trust Company of Ohio National
Association, a wholly owned bank subsidiary of KeyCorp ("KTC") held 163,476
shares of Company Common Stock in a fiduciary capacity for third parties (the
"Fiduciary Shares") and may be deemed the beneficial owner of the Fiduciary
Shares. KTC has sole voting power with respect to 19,976 of the Fiduciary
Shares, shared voting power with respect to none of the Fiduciary Shares, sole
dispositive power with respect to 3,080 of the Fiduciary Shares and shared
dispositive power with respect to 12,760 of the Fiduciary Shares.
As of September 30, 1998, Victory Ohio Regional Stock Fund, a mutual
fund which is advised by Key Asset Management, Inc. ("KAMI"), an affiliate of
KeyCorp, held 20,000 shares of Company Common Stock (the "Mutual Fund Shares")
with respect to which KAMI had sole voting power and sole dispositive power.
(c) KeyCorp acquired the Open Market Shares in accordance with the plan
described in Item 4 hereof and in the circumstances described in section (a) of
this Item 5. Other than the acquisition of the Open Market shares by KeyCorp,
none of KeyCorp, KAMI, KTC or any other affiliate of KeyCorp has effected any
transactions in Company Common Stock during the past 60 days. To the best
knowledge of KeyCorp, none of the persons listed in Schedule I to the Previously
Filed Schedule 13D has effected any transactions in Company Common Stock during
the past 60 days.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
hereby certify that the information set forth in this statement is true,
complete and correct.
Dated: October 2, 1998
KEYCORP
By: /s/ Daniel R. Stolzer
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Name: Daniel R. Stolzer
Title: Vice President and
Associate General Counsel
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