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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
To Prospectus dated August 23, 2001 and Registration No. 333-50802
Prospectus Supplement dated August 23, 2001
$543,500,000
KEYCORP
SENIOR MEDIUM-TERM NOTES, SERIES F
SUBORDINATED MEDIUM-TERM NOTES, SERIES E
DUE 9 MONTHS OR MORE FROM DATE OF ISSUE
The prospectus dated August 23, 2001 and the prospectus supplement
dated August 23, 2001 are hereby amended and supplemented as indicated below.
Terms used herein and not otherwise defined have the meanings given to them in
the prospectus and prospectus supplement.
Because this Supplement is to be used in connection with offers and
sales related to market-making transactions in the notes, the following portions
of the prospectus and prospectus supplement do not apply and are deemed deleted
from such documents to the extent the documents are used for market-making
transactions:
(1) the last paragraph on the front cover of the prospectus supplement
that discusses to whom we may sell the notes and at what prices; and
(2) the "Plan of Distribution" section of the prospectus supplement.
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This Supplement to the prospectus and prospectus supplement is to be
used by McDonald Investments Inc. in connection with offers and sales from time
to time related to market-making transactions in the notes in which McDonald
Investments Inc. acts as principal. McDonald Investments Inc. may also act as
agent in such transactions. Sales will be made at prices related to prevailing
prices at the time of sale. Certain information with respect to the prospectus
and the prospectus supplement will be updated periodically by the incorporation
by reference of filings made on behalf of KeyCorp pursuant to the Securities and
Exchange Act of 1934, as amended. See "Where You Can Find More Information" in
the prospectus.
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MCDONALD INVESTMENTS INC.
A KEYCORP COMPANY
PROSPECTUS SUPPLEMENT DATED OCTOBER 9, 2001
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The "Plan of Distribution" section of the prospectus supplement is replaced with
the following:
PLAN OF DISTRIBUTION
The notes will not have an established trading market when issued.
Also, unless otherwise specified in the applicable pricing supplement, the notes
will not be listed on any national securities exchange. However, McDonald
Investments Inc. ("McDonald Investments") has advised us that it may make a
market in the notes. McDonald Investments is not obligated, however, to make a
market in the notes and may discontinue market making at any time without
notice. There can be no assurance that a secondary market for any notes will
develop or be maintained.
After the initial distribution of the notes by Salomon Smith Barney
Inc., Banc of America Securities LLC, Credit Suisse First Boston Corporation,
Deutsche Banc Alex. Brown Inc., Goldman, Sachs & Co., J.P. Morgan Securities
Inc., Lehman Brothers Inc., McDonald Investments and Morgan Stanley & Co.
Incorporated (collectively, the "Agents"), the prospectus and the prospectus
supplement may be used by McDonald Investments, a subsidiary of KeyCorp, or its
successors, in connection with offers and sales relating to market-making
transactions in the notes. McDonald Investments may act as principal or agent in
such transactions. Such transactions will be at prices related to prevailing
market prices at the time of sale. Any obligations of McDonald Investments are
the sole obligations of McDonald Investments and do not create any obligations
on the part of any affiliate of McDonald Investments. McDonald Investments is a
member of the New York Stock Exchange.
Unless specified otherwise in the applicable pricing supplement, you
will be required to pay the purchase price of the notes in immediately available
funds in the specified currency in The City of New York on the date of
settlement. See "Description of the Notes - General."
McDonald Investments may engage in transactions that stabilize,
maintain or otherwise affect the price of the notes. Specifically, McDonald
Investments may create a short position in the notes for its own account (i.e.,
if it sells notes in an aggregate principal amount exceeding that set forth in
the applicable pricing supplement). McDonald Investments may bid for and
purchase notes in the open market to cover such short positions. In addition,
McDonald Investments may bid for and purchase notes in the open market to
stabilize the price of the notes. These activities may stabilize or maintain the
market price of the notes above independent market levels.
Neither KeyCorp nor McDonald Investments or other persons purchasing
the notes as principal make any representation or prediction as to the direction
or magnitude of any effect that the transactions described in the immediately
preceding paragraph may have on the price of the notes. In addition, neither
KeyCorp nor McDonald Investments or other person purchasing the notes as
principal make any representation that McDonald Investments or such other person
will engage in any such transactions or that such transactions, once commenced,
will not be discontinued without notice.
McDonald Investments is a member of the National Association of
Securities Dealers, Inc. ("NASD") and may participate in offerings of the notes.
Accordingly, offerings of the notes in which McDonald Investments participates
will conform to the requirements set forth in Rule 2720 of the Conduct Rules of
the NASD.
In the ordinary course of their business, the Agents and their
affiliates have engaged, and may in the future engage, in investment and
commercial banking transactions with us and certain of our affiliates.