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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1999
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 No.)
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1306
(216) 689-6300
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
DANIEL R. STOLZER, ESQ.
VICE PRESIDENT & ASSOCIATE GENERAL COUNSEL
KEYCORP
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1306
(216) 689-6300
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
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COPIES TO:
RAYMOND T. SAWYER, ESQ.
THOMPSON HINE & FLORY LLP
3900 KEY CENTER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114
(216) 566-5500
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO BE AMOUNT TO BE AGGREGATE PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Shares, with a par value
of $1 each, and associated Rights 632,183 $25.75 $16,278,712.25 $4,525.48
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act, based on the average
of the high and low prices reported for KeyCorp Common Shares on the New
York Stock Exchange on September 24, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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PROSPECTUS
KEYCORP
632,183 COMMON SHARES
The selling shareholders are offering 632,183 of our common shares. We will
not receive any of the proceeds from the sales of common shares by the selling
shareholders.
The selling shareholders, who are also shareholders of NTH Holdings, Inc.,
acquired their KeyCorp common shares pursuant to an Asset Acquisition Agreement,
dated as of February 12, 1999, among us, McDonald Investments Inc. and NTH
Holdings. The Asset Acquisition Agreement provided for the acquisition of
substantially all of the assets of NTH Holdings by McDonald Investments. As
consideration for this acquisition, we issued common shares to McDonald
Investments, which then transferred those common shares to the selling
shareholders. The selling shareholders may sell their KeyCorp common shares from
time to time, either in ordinary brokerage transactions on the New York Stock
Exchange, or in private transactions at market or negotiated prices. The selling
shareholders have sole discretion as to whether and on what terms to sell their
KeyCorp common shares.
Our common shares are listed on the New York Stock Exchange under the
symbol "KEY". On September 27, 1999, the average of the high and low prices of
our common shares on the New York Stock Exchange was $26.25.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. THESE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF KEYCORP AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR
INSTRUMENTALITY.
The date of this Prospectus is September 27, 1999
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TABLE OF CONTENTS
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PAGE
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SUMMARY OF OFFERING......................................... 3
FORWARD-LOOKING STATEMENTS.................................. 4
KEYCORP..................................................... 4
Overview.................................................. 4
Our subsidiaries.......................................... 4
Our major lines of business............................... 5
Recent developments....................................... 6
Our Year 2000 efforts..................................... 6
Supervision and regulation................................ 7
THE SELLING SHAREHOLDERS.................................... 7
USE OF PROCEEDS............................................. 8
PLAN OF DISTRIBUTION........................................ 8
LEGAL MATTERS............................................... 9
EXPERTS..................................................... 9
WHERE YOU CAN FIND MORE INFORMATION......................... 10
</TABLE>
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SUMMARY OF OFFERING
This summary highlights information contained in this prospectus. This
summary is not complete and does not contain all the information that you should
consider before investing in the securities. You should read the entire
prospectus carefully.
KEYCORP....................... We are a bank holding company engaged primarily
in the business of commercial and retail
banking. We are one of the nation's largest
bank holding companies, with consolidated
total assets of $80.9 billion at June 30,
1999. Our subsidiaries provide a wide range
of banking, equipment leasing, fiduciary and
other financial services to corporate,
individual and institutional customers
through four businesses: Key Corporate
Capital, Key Consumer Finance, Key Community
Bank and Key Capital Partners. These services
are provided across much of the country
through full-service banking offices in 13
states, a 24-hour telephone banking call
center services group and nearly 2,600 ATMs
at June 30, 1999. Our principal executive
office is located at 127 Public Square,
Cleveland, Ohio 44114-1306. Our telephone
number is (216) 689-6300.
MCDONALD INVESTMENTS.......... McDonald Investments Inc. is our wholly-owned
subsidiary and operates a regional investment
banking and securities brokerage business.
McDonald Investments engages in such
activities as the origination, underwriting,
distribution, trading and brokerage of fixed
income and equity securities, and investment
advisory and investment services.
McDonald Investments serves institutional
customers in the United States, Canada,
Europe and the Far East. McDonald
Investments' retail (individual) customers
are primarily located in Ohio, Michigan and
Indiana.
SECURITIES OFFERED............ KeyCorp common shares that are owned by the
shareholders of NTH Holdings, Inc. A total of
632,183 common shares were transferred to the
selling shareholders when NTH Holdings was
acquired by McDonald Investments on June 1,
1999.
NUMBER OF SECURITIES
OFFERED....................... Since the selling shareholders may sell all,
some or none of their KeyCorp common shares,
no estimate can be made of the number of
common shares that will be offered.
NYSE TICKER SYMBOL............ KEY
USE OF PROCEEDS............... The selling shareholders will sell their common
shares on their own behalf, at a time and
manner of their individual choosing. We will
receive none of the proceeds of any of those
sales.
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FORWARD-LOOKING STATEMENTS
This prospectus, and the information incorporated by reference in this
prospectus, contains statements that plan for or anticipate the future.
Forward-looking statements include statements about the future financial
performance, business plans and strategies of KeyCorp and most other statements
that are not historical in nature. Because forward-looking statements involve
future risks and uncertainties, there are factors that could cause actual
results to differ materially from those expressed or implied. Some of the
uncertainties that could affect the accuracy of forward-looking statements
include:
- sharp or rapid changes in interest rates;
- significant changes in the economy that could materially change
anticipated credit quality trends and the ability to generate loans;
- failure of the capital markets to function consistent with customary
levels;
- significant delay in or inability to execute strategic initiatives
designed to grow revenues or manage expenses;
- consummation of significant business combinations or divestitures;
- unforeseen business risks related to Year 2000 computer systems issues;
and
- significant changes in accounting, tax or regulatory practices or
requirements.
KEYCORP
OVERVIEW
KeyCorp, incorporated in 1958 under the laws of the State of Ohio and
registered under the Bank Holding Company Act of 1956, is headquartered in
Cleveland, Ohio. We are engaged primarily in the business of commercial and
retail banking. At June 30, 1999, we were one of the nation's largest bank
holding companies with consolidated total assets of $80.9 billion. Our
subsidiaries provide a wide range of banking, equipment leasing, fiduciary and
other financial services to corporate, individual and institutional customers
through four businesses: (1) Key Corporate Capital; (2) Key Consumer Finance;
(3) Key Community Bank; and (4) Key Capital Partners.
As of June 30, 1999, these services were provided across much of the
country through subsidiaries operating 965 full-service banking offices in 13
states, a 24-hour telephone banking call center services group and nearly 2,600
ATMs. At June 30, 1999, we, together with our subsidiaries, had 25,758 full-time
equivalent employees.
We are a legal entity separate and distinct from our banking and other
subsidiaries. Accordingly, our rights and the rights of our security holders and
creditors to participate in any distribution of the assets or earnings of our
banking and other subsidiaries is necessarily subject to the prior claims of the
respective creditors of our banking and other subsidiaries, except to the extent
that our claims in our capacity as a creditor of our banking and other
subsidiaries may be recognized.
Our principal executive office is located at 127 Public Square, Cleveland,
Ohio 44114-1306. Our telephone number is (216) 689-6300.
OUR SUBSIDIARIES
Our largest banking subsidiaries are:
- KeyBank National Association, headquartered in Cleveland,
Ohio -- the 12th largest bank in the United States at December
31, 1998, based on asset size. KeyBank had $73.7 billion in
total assets and 965 full-service banking offices in Alaska,
Colorado, Idaho, Indiana, Maine,
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Michigan, New Hampshire, New York, Ohio, Oregon, Utah, Vermont and
Washington at June 30, 1999; and
- Key Bank USA, National Association, headquartered in Cleveland,
Ohio, with total assets of $5.8 billion at June 30, 1999. Key
Bank USA is involved in consumer loan activities.
In addition to the customary banking services of accepting deposits and
making loans, our subsidiaries provide specialized services, including personal
and corporate trust services, personal financial services, customer access to
mutual funds, cash management services, investment banking and capital markets
products, and international banking services. Through our subsidiary banks,
trust companies and registered investment adviser subsidiaries, we provide
investment management services to institutional and individual clients,
including large corporate and public retirement plans, foundations and
endowments, high net worth individuals and Taft-Hartley plans - multiemployer
trust funds providing pension, vacation or other benefits to employees. In
addition, our investment management subsidiaries serve as investment advisers to
our proprietary mutual funds.
OUR MAJOR LINES OF BUSINESS
Key Corporate Capital. We offer a complete range of financing, transaction
processing and financial advisory services to corporations throughout the
country through Key Corporate Capital. This line of business also operates one
of the largest bank-affiliated equipment leasing companies with operations
conducted both domestically and throughout Europe and Asia. Key Corporate
Capital's business units are organized around the following specialized industry
client segments: commercial real estate, lease financing, structured finance,
healthcare and media/telecommunications.
In serving these targeted segments, Key Corporate Capital provides a number
of specialized services, including international banking and corporate finance
advisory services, and, based on transaction volume, is a leading provider of
cash management services. Key Corporate Capital also provides investment
banking, capital markets, 401(k) and trust custody products through Key Capital
Partners.
Key Consumer Finance. Key Consumer Finance is responsible for our indirect,
non-branch-based consumer loan products. This line of business specializes in
automobile loans and leases, home equity loans, education loans, marine and
recreational vehicle loans, and credit cards. As of December 31, 1998, based on
the volume of loans generated, Key Consumer Finance was one of the: (1) five
largest education lenders in the nation, (2) top ten in retail automobile
financing, and (3) leading providers of financing for consumer purchases of
marine and recreational vehicles.
Key Community Bank. Key Community Bank is responsible for delivering a
complete line of branch-based financial products and services to small
businesses, consumers and commercial banking businesses. The delivery of these
products and services is accomplished through 965 KeyCenters, a 24-hour
telephone banking call center services group, nearly 2,600 ATMs that access 14
different networks and comprise one of the largest ATM networks in the United
States, and a core team of relationship management professionals.
Key Capital Partners. Key Capital Partners provides clients with asset
management, investment banking, capital markets, insurance and brokerage
expertise. It also plays a major role in generating fee income through its broad
range of investment choices and customized products. Key Capital Partners is
comprised of two major business groups. One group, operating under the name
"McDonald Investments", includes retail and institutional brokerage, equity and
fixed income trading and underwriting, investment banking, capital markets
products, loan syndication and trading, public finance and clearing operations.
The second major business group includes asset management, mutual funds,
institutional asset services, venture capital, mezzanine finance, alliance
funds, wealth management and insurance. Leveraging our corporate and community
banking distribution channels and client relationships is and will continue to
be an essential factor in ensuring Key Capital Partners' future growth and
success.
We provide other financial services both inside and outside of our primary
banking markets through our nonbank subsidiaries. These services include
accident and health insurance on loans made by banking subsidiaries, venture
capital, community development financing, securities underwriting and brokerage,
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automobile financing and other financial services. We are also an equity
participant in a joint venture with Key Merchant Services, L.L.C., which
provides merchant services to businesses.
OUR YEAR 2000 EFFORTS
The Year 2000 issue refers to the fact that many computer systems were
originally programmed using two digits rather than four digits to identify the
applicable year. Therefore, when the year 2000 occurs, these systems could
interpret the year as 1900 rather than 2000. Unless hardware, system software
and applications are corrected to be Year 2000 compliant, computers and the
devices they control could generate miscalculations and create operational
problems. Various systems could be affected ranging from complex computer
systems to telephone systems, ATMs and elevators.
To address this issue, we developed an extensive plan in 1995, including
the formation of a team consisting of internal resources and third-party
experts. The plan has been in implementation since that time and consists of
five major phases:
- awareness -- ensuring a common understanding of the issue
throughout the KeyCorp organization;
- assessment -- identifying and prioritizing the systems and
third parties with whom we have exposure to Year 2000 issues;
- renovation -- enhancing, replacing or retiring hardware,
software and system applications;
- validation -- testing modifications made; and
- implementation -- certifying Year 2000 compliance and user
understanding and acceptance.
We have completed the awareness and assessment phases and the remaining
phases are substantially complete. As of June 30, 1999, we have completed all of
the above phases for our mission critical systems and are well-along in
completing the remaining steps for which regulatory deadlines have been
established.
As a financial institution, we may experience increases in problem loans
and credit losses in the event that borrowers fail to properly respond to this
issue. In addition, we may incur higher funding costs if consumers react to
publicity about the issue by withdrawing deposits. We also could be impacted if
third parties we deal with in conducting our business, such as foreign banks,
governmental agencies, clearing houses, telephone companies and other service
providers, fail to properly address this issue.
Accordingly, we have formed a separate internal team charged with the task
of: (1) identifying critical business interfaces, (2) assessing potential
problems relating to credit, liquidity and counterparty risk, and (3) where
appropriate, developing contingency plans. This team has been surveying
significant credit clients to ascertain their Year 2000 readiness and to
evaluate the level of potential credit risk to us. Based on the information
obtained, specific follow-up programs have been established and the adequacy of
our allowance for loan losses is being assessed on an ongoing basis. The results
of the assessment will be reflected in the assignment of an appropriate risk
rating in our loan grading system. On an ongoing basis, we are also contacting
other significant parties with which we conduct business to determine the status
of their Year 2000 compliance efforts.
Despite these actions, we cannot guarantee that significant clients or
other critical parties will adequately address their Year 2000 issues.
Consequently, we have developed contingency plans to help mitigate the risks
associated with: (1) potential delays in completing the renovation, validation
and implementation phases of our Year 2000 plans and (2) the failure of external
parties to adequately address their Year 2000 issues. In accordance with
regulatory guidelines, these plans have been completed as of June 30, 1999, and
address primarily contingency solutions for our core systems and the
identification of alternative business partners. In addition, during the first
half of 1999, we increased our borrowing capacity with the Federal Reserve Bank
to address the potential need for additional funding as the Year 2000
approaches.
Because the Year 2000 issue has never previously occurred, we are unable to
foresee or quantify the possible overall financial and operational impact or to
determine whether it will be material to our financial condition or operations.
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As of June 30, 1999, we had spent approximately $47 million of our total
estimated project cost of up to $50 million. We currently expect that the
estimated remaining cost of up to $3 million will be spent in 1999 and the first
half of 2000. The total cost of the project is being funded through operating
cash flows.
SUPERVISION AND REGULATION
As a bank holding company, we are subject to regulation, supervision and
examination by the Federal Reserve under the Bank Holding Company Act. For a
discussion of the material elements of the regulatory framework applicable to
bank holding companies and their subsidiaries and specific information relevant
to us, reference is made to our annual report on Form 10-K for the fiscal year
ended December 31, 1998, incorporated by reference in this prospectus. This
regulatory framework is intended primarily for the protection of depositors and
the federal deposit insurance funds and not for the protection of security
holders. A change in applicable statutes, regulations or regulatory policy may
have a material effect on our business.
Our earnings also are affected by general economic conditions, management
policies and the legislative and governmental actions of various regulatory
authorities, including the Federal Reserve, the Office of the Comptroller of the
Currency, which is the principal regulator of our bank subsidiaries, and the
Federal Deposit Insurance Corporation, which insures, up to applicable limits,
the deposits of all of our full-service banking subsidiaries. In addition, there
are numerous governmental requirements and regulations which affect our business
activities.
Depository institutions such as our bank subsidiaries are also affected by
various federal laws, including those relating to consumer protection and
similar matters. We also have other financial services subsidiaries that are
subject to regulation, supervision and examination by the Federal Reserve, as
well as other applicable state and federal regulatory agencies and
self-regulatory organizations. For example, our brokerage and asset management
subsidiaries are subject to supervision and regulation by the SEC, the NASD or
the NYSE and state securities regulators, and our insurance subsidiaries are
subject to regulation by the insurance regulatory authorities of the various
states. Our other nonbank subsidiaries may be subject to other laws and
regulations of the federal government or the various states in which they are
authorized to do business, or both.
THE SELLING SHAREHOLDERS
All of the common shares offered by this prospectus are beneficially owned
by the shareholders of NTH Holdings and were acquired by the selling
shareholders when McDonald Investments acquired substantially all of the assets
of NTH Holdings.
The selling shareholders may sell their KeyCorp common shares by using this
prospectus. Except as noted below, the selling shareholders do not beneficially
own any other KeyCorp common shares or securities of KeyCorp. The common shares
offered by this prospectus represented approximately 1.47% of our outstanding
common shares as of September 27, 1999. Since the selling shareholders may sell
all, some or none of their common shares, we cannot estimate the aggregate
number of common shares that will be offered by this prospectus or that will be
beneficially owned by the selling shareholders upon completion of this offering.
The following table sets forth the name of each selling shareholder, the
number of our common shares held by each such person as of September 22, 1999,
the number of common shares which may be offered for
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the account of each person, and the number of common shares to be owned by each
person if all the shares offered by this prospectus are sold.
<TABLE>
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NUMBER OF COMMON SHARES
NUMBER OF COMMON NUMBER OF COMMON TO BE OWNED IF ALL
SELLING SHARES HELD AT SHARES WHICH MAY COMMON SHARES OFFERED
SHAREHOLDERS(1) SEPTEMBER 22, 1999 BE OFFERED ARE SOLD IN THIS OFFERING
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William M. Moore, Jr. ........... 113,907 113,907 0
Robert Lee Burrows, Jr. ......... 113,907 113,907 0
Timothy E. Lavelle............... 113,907 113,907 0
Michael A. Murphy................ 113,907 113,907 0
John A. Hitt..................... 34,172 34,172 0
John F. Schramm.................. 34,176 34,172 4
Willis Smith II.................. 34,172 34,172 0
William J. Wagner................ 34,172 34,172 0
Peter A. Tannenbaum.............. 34,172 34,172 0
Kathleen R. Litsas............... 5,695 5,695 0
</TABLE>
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(1) The common shares may be sold from time to time by pledgees, donees,
transferees or other successors in interest of the selling shareholders.
USE OF PROCEEDS
The selling shareholders will sell their common shares on their own behalf,
at a time and manner of their individual choosing. We will receive none of the
proceeds of any of those sales.
PLAN OF DISTRIBUTION
The common shares may be sold from time to time by the selling
shareholders, or by pledgees, donees, transferees or other successors in
interest of the selling shareholders. Those sales may be made on one or more
exchanges or in the over-the-counter market, or otherwise at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions. Those transactions may or may not involve brokers or
dealers. The selling shareholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their common shares, nor is there an
underwriter or coordinating broker acting in connection with proposed sales of
common shares by the selling shareholders. The common shares may be sold by one
or more of the following: (a) a block trade in which a broker or dealer will
attempt to sell the common shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this prospectus; (c) an exchange distribution in accordance
with the rules of such exchange; and (d) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In addition, any common
shares covered by this prospectus which qualify for sale pursuant of Rule 144
may be sold under Rule 144 rather than pursuant to this prospectus. From time to
time the selling shareholders may engage in short sales, short sales versus the
box, puts and calls and other transactions in our securities or derivatives of
our securities, and may sell and deliver their common shares in connection with
those transactions.
The selling shareholders may effect transactions by selling common shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. Those broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders and/or the
purchasers of shares for whom those broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling shareholders and any broker-dealers that act in connection with
the sale of common shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
those broker-dealers and any profit on the resale of the common shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act.
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Because the selling shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, the selling shareholders
will be subject to the prospectus delivery requirements of the Securities Act,
which may include delivery through the facilities of the NYSE pursuant to Rule
153 under the Securities Act. We have informed the selling shareholders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934 may apply to their sales in the market.
One or more supplemental prospectuses will be filed, if required, pursuant
to Rule 424 under the Securities Act to describe any material arrangement for
the resale of the common shares, if and when such arrangements are entered into
by the selling shareholders and any broker-dealers that participate in the
distribution of the common shares. In addition, upon us being notified by a
selling shareholder that a donee or pledgee intends to sell more than 500 common
shares, a supplement to this prospectus will be filed.
Pursuant to the Registration Rights Agreement, we have filed the
registration statement, of which this prospectus is a part, with respect to the
sale of the selling shareholders' common shares. We have agreed to use our
reasonable best efforts to keep the registration statement continuously
effective until the earlier of the date on which the common shares are no longer
held by the selling shareholders or their assignees or the first anniversary of
the acquisition of the assets of NTH Holdings.
We have agreed to pay all fees and expenses incurred by us in connection
with the registration of the common shares pursuant to the Registration Rights
Agreement. In addition, we have agreed to reimburse the selling shareholders for
up to $5,000 for fees and disbursements of counsel to the selling shareholders.
All other expenses and fees associated with the sale of the common shares by the
selling shareholders will be paid by the selling shareholders.
Pursuant to the terms of the Registration Rights Agreement, we have agreed
with the selling shareholders to indemnify each other and certain other parties,
including underwriters, if any, for certain liabilities, including liabilities
under the Securities Act, in connection with the registration of the common
shares.
LEGAL MATTERS
The validity of the common shares will be passed upon by Daniel R. Stolzer,
Esq., Vice President and Associate General Counsel of KeyCorp. As of September
22, 1999, Mr. Stolzer beneficially owned 20,000 common shares, including common
shares beneficially owned under options that are immediately exercisable.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
consolidated financial statements are incorporated by reference in reliance on
Ernst & Young LLP's report, given on their authority as experts in accounting
and auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended March 31, 1999 and 1998 and the
three- and six-month periods ended June 30, 1999 and 1998, incorporated by
reference in this prospectus, Ernst & Young LLP has reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports, included in our
quarterly report on Form 10-Q for the quarter ended March 31, 1999 and our
quarterly report on Form 10-Q/A for the quarter ended June 30, 1999, which are
incorporated by reference in this prospectus, state that they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted considering the limited nature of the review procedures applied.
The independent auditors are not subject to the liability provisions of Section
11 of the Securities Act for their reports on the unaudited interim financial
information because those reports are not a "report" or a "part" of the
registration statement prepared or certified by the auditors within the meaning
of Sections 7 and 11 of the Securities Act.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. Our filings with the SEC are also available to the public
through the SEC's Internet site at http://www.sec.gov and through the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
We have filed a registration statement on Form S-3 with the SEC. This
prospectus is a part of the registration statement and does not contain all of
the information in the registration statement. Wherever a reference is made in
this prospectus to a contract or other document, please be aware that the
reference is not necessarily complete and that you should refer to the exhibits
that are a part of the registration statement for a copy of the contract or
other document. You may review a copy of the registration statement at the SEC's
Public Reference Room in Washington, D.C. as well as through the SEC's Internet
site.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus.
Information that we file in the future with the SEC and incorporate by
reference in this prospectus will automatically update and replace this
information. We incorporate by reference the documents listed below and any
future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 if the filings are made before the time
that all of the common shares are sold in this offering:
- annual report on Form 10-K for the year ended December 31, 1998;
- quarterly report on Form 10-Q for the quarter ended March 31, 1999;
- quarterly report on Form 10-Q/A for the quarter ended June 30, 1999;
- current reports on Form 8-K, filed on January 20, March 15, April 16 and
July 16, 1999;
- registration statement on Form 8-A, filed on June 19, 1997, describing
our common shares; and
- registration statement on Form 8-A, filed on March 6, 1998, describing
the rights to purchase our common shares.
You may request a copy of these filings at no cost by writing or telephoning us
at the following address:
KeyCorp
127 Public Square
Cleveland, Ohio 44114-1306
Attention: Investor Relations
(216) 689-6300
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date of
this prospectus or the date of the documents incorporated by reference in this
prospectus.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
KeyCorp will bear the entire cost of the estimated expenses, as set forth
in the following table, in connection with the distribution of the securities
covered by this registration statement.
<TABLE>
<S> <C>
SEC registration fee........................................ $ 4,525.48
Legal fees and expenses..................................... 15,000.00
Accounting fees and expenses................................ 7,500.00
Miscellaneous (including printing).......................... 14,500.00
----------
Total............................................. $41,525.48
==========
</TABLE>
KeyCorp shall be responsible for the payment of any additional expenses in
connection with the preparation and filing of this registration statement.
KeyCorp shall also be responsible for the reimbursement of the selling
shareholders for up to $5,000 for fees and disbursements of counsel serving on
behalf of the selling shareholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Ohio law, Ohio corporations are authorized to indemnify directors,
officers, employees and agents within prescribed limits and must indemnify them
under certain circumstances. Ohio law does not provide statutory authorization
for a corporation to indemnify directors, officers, employees and agents for
settlements, fines or judgments in the context of derivative suits. However, it
provides that directors (but not officers, employees and agents) are entitled to
mandatory advancement of expenses, including attorneys' fees, incurred in
defending any action, including derivative actions, brought against the
director, provided the director agrees to cooperate with the corporation
concerning the matter and to repay the amount advanced if it is proved by clear
and convincing evidence that his act or failure to act was done with deliberate
intent to cause injury to the corporation or with reckless disregard to the
corporation's best interests.
Ohio law does not authorize payment of judgments to a director, officer,
employee or agent after a finding of negligence or misconduct in a derivative
suit absent a court order. Indemnification is required, however, to the extent
such person succeeds on the merits. In all other cases, if a director, officer,
employee or agent acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, indemnification
is discretionary except as otherwise provided by a corporation's articles of
incorporation, code of regulations or by contract except with respect to the
advancement of expenses of directors.
Under Ohio law, a director is not liable for monetary damages unless it is
proved by clear and convincing evidence that his action or failure to act was
undertaken with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation. There is, however,
no comparable provision limiting the liability of officers, employees or agents
of a corporation. The statutory right to indemnification is not exclusive in
Ohio, and Ohio corporations may, among other things, procure insurance for such
persons.
The KeyCorp Amended and Restated Regulations provide that KeyCorp shall
indemnify to the fullest extent permitted by law any person made or threatened
to be made a party to any action, suit or proceeding by reason of the fact that
he is or was a director, officer or employee of KeyCorp or of any other bank,
corporation, partnership, trust or other enterprise for which he was serving as
a director, officer or employee at the request of KeyCorp.
II-1
<PAGE> 13
Under the terms of KeyCorp's directors' and officers' liability and company
reimbursement insurance policy, directors and officers of KeyCorp are insured
against certain liabilities, including liabilities arising under the Securities
Act.
KeyCorp is a party to Employment Agreements with certain of its executive
officers and is also a party to Change of Control Agreements with certain other
executive officers, pursuant to which KeyCorp has agreed to indemnify the
officer, to the full extent permitted or authorized by Ohio law, if the officer
is made or threatened to be made a party to any action, suit or proceeding by
reason of the officer's serving as an employee, officer or director of KeyCorp
and/or any of its subsidiaries, and KeyCorp has agreed to advance expenses
incurred by the officer in defending any such action, suit, or proceeding.
ITEM 16. EXHIBITS
See Exhibit Index.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant 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
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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.
II-2
<PAGE> 14
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 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 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, 1999.
KEYCORP
By: /s/ DANIEL R. STOLZER
------------------------------------
Daniel R. Stolzer
Vice President and
Associate General Counsel
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacities indicated.
Robert W. Gillespie, Chairman, Chief Executive Officer and Director
(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; Edward P. Campbell, Director; Dr. Carol A. Cartwright,
Director; Thomas A. Commes, Director; Kenneth M. Curtis, Director; Henry S.
Hemingway, Director; Charles R. Hogan, Director; Douglas J. McGregor, Director;
Henry L. Meyer III, President, Chief Operating Officer and Director; Steven A.
Minter, Director; Bill R. Sanford, Director; Ronald B. Stafford, Director;
Dennis W. Sullivan, Director; and Peter G. Ten Eyck, II, Director.
By: /s/ DANIEL R. STOLZER
------------------------------------
Daniel R. Stolzer
Attorney-in-Fact
September 29, 1999
II-4
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
4.1 Amended and Restated Articles of Incorporation of KeyCorp,
filed as Exhibit 3 to Form 10-Q for the quarter ended
September 30, 1998, and incorporated herein by reference.
4.2 Amended and Restated Regulations of KeyCorp, effective May
15, 1997, filed on June 19, 1997, as Exhibit 2 to Form
8-A/A, and incorporated herein by reference.
4.3 Restated Rights Agreement, dated as of May 15, 1997, between
KeyCorp and KeyBank National Association, as Rights Agent,
filed on June 19, 1997, as Exhibit 1 to Form 8-A, and
incorporated herein by reference.
4.4 Form of Certificate evidencing ownership of KeyCorp Common
Shares, filed on June 19, 1997, as Exhibit 1 to Form 8-A/A,
and incorporated herein by reference.
5 Opinion of Daniel R. Stolzer, Esq., as to validity of the
KeyCorp Common Shares.
15 Acknowledgment Letter of Ernst & Young LLP as to unaudited
interim financial information of KeyCorp.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Daniel R. Stolzer, Esq. (included in Exhibit 5).
24 Powers of Attorney.
KeyCorp hereby agrees to furnish the SEC, upon request,
copies of instruments outstanding, including indentures,
which define the rights of long-term debt security holders.
</TABLE>
<PAGE> 1
Exhibit 5
[KeyCorp Letterhead]
September 28, 1999
KeyCorp
127 Public Square
Cleveland, Ohio 44114
Re: KeyCorp Form S-3 Registration Statement -- 632,183 Common Shares
Ladies and Gentlemen:
I am Vice President and Associate General Counsel of KeyCorp, and acted
as counsel to KeyCorp in connection with the issuance to the shareholders of NTH
Holdings, Inc. of 632,183 KeyCorp Common Shares, par value $1 (the "Common
Shares"), on June 1, 1999. This opinion is furnished to you in connection with a
Registration Statement on Form S-3 of KeyCorp (the "Registration Statement")
with respect to 632,183 Common Shares owned by the shareholders of NTH Holdings,
Inc.
In connection with this opinion, I have made such investigations of law
as I have deemed necessary and appropriate for the purpose of this opinion and
have examined the Registration Statement (and exhibits thereto) as filed with
the Securities and Exchange Commission, as well as KeyCorp's Amended and
Restated Articles of Incorporation and Amended and Restated Regulations, and
relevant corporate records. In addition, I have made such investigations and
reviewed such other documents as I have deemed necessary or appropriate for the
purpose of this opinion. In rendering this opinion, I have assumed (i) the
authenticity of all original documents and records, (ii) the conformity of all
documents and records submitted to me as conformed copies or photocopies of
original documents, and (iii) that all persons executing agreements, instruments
or documents examined or relied on by me had the capacity to sign such
agreements, instruments or documents and all such signatures are genuine.
Based upon the foregoing and legal matters that I deem relevant, I am
of the opinion that the Common Shares, which are the subject of the Registration
Statement, are validly issued, fully paid and non-assessable.
The information set forth herein is as of the date hereof. I assume no
obligation to advise you of changes that may hereafter be brought to my
attention. This opinion is based on statutory laws and judicial decisions that
are in effect on the date hereof, and I do not opine with respect to any law,
regulation, rule, or governmental policy that may be enacted or adopted after
the date hereof, nor do I assume any responsibility to advise you of further
changes in my opinion. This opinion is limited to matters of State of Ohio law
and United States federal law.
<PAGE> 2
This opinion is solely for your information in connection with the
Registration Statement and is not to be quoted in whole or in part or otherwise
referred to in any other public release. This letter may not be relied upon by
any other person or for any other purposes whatsoever.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of my name therein.
Very truly yours,
KEYCORP
/s/ Daniel R. Stolzer
Daniel R. Stolzer
Vice President &
Associate General Counsel
<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) of KeyCorp of our review reports, dated April 13, 1999 and July 13,
1999, relating to the unaudited condensed consolidated interim financial
statements of KeyCorp, included in the Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 and in the Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 1999.
Pursuant to Rule 436(c) of the Securities Act of 1933, our reports are not a
part of the Registration Statement 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 27, 1999
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of KeyCorp, for the registration of 632,183
Common Shares and to the incorporation by reference therein of our report dated
January 14, 1999, 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, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
September 27, 1999
<PAGE> 1
Exhibit 24
KEYCORP
POWER OF ATTORNEY
The undersigned, an officer or director, or both an officer and
director of KeyCorp, an Ohio corporation, which anticipates filing with the
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ 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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ K. Brent Somers
--------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 22, 1999.
By: /s/ Lee G. Irving
------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Cecil D. Andrus
-----------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ 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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Albert 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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Edward P. Campbell
-------------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Carol A. Cartwright
----------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Thomas A. Commes
-------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Kenneth M. Curtis
---------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Henry S. Hemingway
-----------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Charles R. Hogan
-------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Douglas J. McGregor
-----------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Henry L. Meyer III
----------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ 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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Bill R. Sanford
------------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Ronald B. Stafford
----------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Dennis W. Sullivan
------------------------------
<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
Securities and Exchange Commission, Washington, D.C., under the provisions of
the Securities Act of 1933, as amended, such registration statements or
amendments to existing registration statements (on Form S-3, Form S-4 or such
other form or forms as applicable) to effect the shelf registration pursuant to
Rule 415 (or other applicable rules) of the Securities and Exchange Commission
of up to 632,183 Common Shares, with a par value of $1 each, of KeyCorp (and the
associated rights), previously issued to the shareholders of NTH Holdings, Inc.
and to be sold from time to time in one or more offerings, hereby constitutes
and appoints K. Brent Somers, Thomas C. Stevens, Joseph M. Vayda and Daniel R.
Stolzer, and each of them, as attorney for the undersigned, with full power of
substitution and resubstitution for and in the name, place and stead of the
undersigned, to sign and file the proposed registration statements and any and
all amendments, post-effective amendments, and exhibits thereto, and any and all
applications and other documents to be filed with the Securities and Exchange
Commission pertaining to such securities or such registration with full power
and authority to do and perform any and all acts and things whatsoever requisite
and necessary to be done in the premises, hereby ratifying and approving the
acts of such attorney or any such substitute or substitutes.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand as
of September 23, 1999.
By: /s/ Peter G. Ten Eyck, II
-------------------------------
