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Form 8-A
Securities and Exchange Commission
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOCIETY CORPORATION
(upon consummation of the pending merger between the Registrant
and KeyCorp, a New York corporation, the Registrant will be
the surviving corporation of the merger as an Ohio Corporation,
but will be renamed "KeyCorp")
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(Exact name of registrant as specified in its charter)
Ohio 34-6542451
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
127 Public Square, Cleveland, Ohio 44114
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
10% Cumulative Preferred Stock, Class A,
of the par value of $5.00 per share, Depositary Shares
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(Title of each class to be registered)
New York Stock Exchange
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(Name of each exchange
on which each class is
to be registered)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
The Registrant's authorized capital stock consists of
900,000,000 Common Shares, with a par value of $1 each (the "Common Shares"),
25,000,000 shares of Preferred Stock, with a par value of $1 each (the "Serial
Preferred Stock"), and 1,400,000 shares of 10% Cumulative Preferred Stock,
Class A, par value $5.00 per share (the "Class A Preferred Stock"). Each share
of Class A Preferred Stock is to be deposited under a Deposit Agreement, dated
July 27, 1991 (the "Deposit Agreement"), between the Registrant, Society
National Bank, as successor depositary (the "Depositary"), and the holders of
Depositary Receipts issued by the Depositary thereunder. Each Depositary
Receipt evidences one Depositary Share representing a one-fifth interest in a
share of Class A Preferred Stock (a "Depositary Share"). The material terms of
the Class A Preferred Stock and the Depositary Shares are described below.
The description of the terms of the Class A Preferred
Stock, the Depositary Shares, the Deposit Agreement and the Depositary Receipts
set forth below is incomplete and is qualified in its entirety by reference to
the documents filed as exhibits hereto, which are hereby incorporated herein by
reference.
A. Class A Preferred Stock
General
The holders of shares of Class A Preferred Stock have
no preemptive rights to acquire any additional shares of the Registrant. The
Class A Preferred Stock is not convertible into shares of any other class or
series of capital stock of the Registrant. Holders of Class A Preferred Stock,
as such holders, will not be liable for further calls or assessments by the
Registrant or for liabilities of the Registrant.
Voting Rights
Except as expressly required by applicable law, the
holders of shares of Class A Preferred Stock are not able to vote on matters
presented to shareholders except under certain circumstances, including if the
Registrant fails to pay full cumulative dividends on the Class A Preferred
Stock or any other series of Serial Preferred Stock for six quarterly dividend
periods, whether or not consecutive, in which case the number of Directors of
the Registrant will be increased by two and the holders of shares of Class A
Preferred Stock, together with the holders of all other series of Serial
Preferred Stock, will
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be entitled to vote separately as a class to elect such additional two
Directors.
The affirmative vote or consent of the holders of at
least two-thirds of the outstanding shares of the Class A Preferred Stock,
voting as a class, is required for any amendment to the Registrant's Amended
and Restated Articles of Incorporation that will adversely affect the powers,
preferences, privileges, or rights of the shares of Class A Preferred Stock.
The affirmative vote or consent of the holders of at least a majority of the
outstanding shares of the Class A Preferred Stock and any other class of
preferred stock ranking on a parity with the Class A Preferred Stock, voting as
a single class, is required to issue, authorize, or increase the authorized
amount of any class of stock ranking prior to the Class A Preferred Stock as to
dividends or upon liquidation or to issue or authorize any obligation or
security convertible into or evidencing a right to purchase any such security,
but the Amended and Restated Articles of Incorporation of the Registrant may be
amended to increase the number of authorized shares of preferred stock ranking
on a parity with or junior to the Class A Preferred Stock or to create another
class of preferred stock ranking on a parity with or junior to the Class A
Preferred Stock without the vote of holders of the Class A Preferred Stock.
Dividends
Dividends on the shares of Class A Preferred Stock,
which are cumulative, are payable, when, as and if declared by the Board of
Directors of the Registrant, quarterly on March 31, June 30, September 30, and
December 31 of each year at the rate per annum equal to 10% of the liquidation
preference, or $12.50 per share. The Registrant shall not declare or pay or
set apart for payment any dividends on any class of preferred stock ranking, as
to dividends, on a parity with or junior to the Class A Preferred Stock unless
full cumulative dividends have been or contemporaneously are declared and paid
on the Class A Preferred Stock. When dividends are not paid in full upon the
Class A Preferred Stock and any other class of preferred stock ranking on a
parity therewith as to dividends, all dividends declared upon shares of the
Class A Preferred Stock and any other class of preferred stock ranking on a
parity therewith as to dividends shall be declared pro rata. Except as
provided above, unless full cumulative dividends on the Class A Preferred Stock
have been paid in full, no dividends (other than in Common Shares or other
shares of stock ranking junior to the Class A Preferred Stock as to dividends
and upon liquidation) shall be declared or paid or set aside for payment nor
shall any other distribution be made on Common Shares or on any other stock
ranking junior to or on a parity with the Class A Preferred Stock as to
dividends or
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upon liquidation. Unless full cumulative dividends on the Class A Preferred
Stock have been paid in full, no Common Shares or any other stock ranking
junior to or on a parity with the Class A Preferred Stock shall be redeemed,
purchased or otherwise acquired for any consideration (or any moneys paid or
made available for a sinking fund), except by conversion into or exchange for
stock of the Registrant ranking junior to the Class A Preferred Stock as to
dividends or upon liquidation.
Redemption
The Class A Preferred Stock is not redeemable prior
to June 30, 1996. On and after such date, the Class A Preferred Stock will be
redeemable in cash at the option of the Registrant, in whole or in part, from
time to time upon not less than 30 nor more than 60 days' notice, with the
prior approval of the Board of Governors of the Federal Reserve System (if such
approval is required), at $125 per share plus all accrued and unpaid dividends
to the date fixed for redemption. Shares of the Class A Preferred Stock that
are redeemed will be deemed retired.
Liquidation Rights
In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Registrant, the holders of
shares of Class A Preferred Stock will be entitled to receive out of the assets
of the Registrant available for distribution to shareholders, before any
distribution of assets is made to the holders of Common Shares or any other
stock ranking junior to the Class A Preferred Stock upon liquidation,
liquidating distributions in the amount of $125 per share plus accrued and
unpaid dividends. If not paid fully, holders of Class A Preferred Stock and
holders of any other stock ranking as to any such distribution on a parity with
the Class A Preferred Stock will share ratably in the distribution of assets of
the Registrant in proportion to full preferential amount to which they are
entitled.
B. Depositary Shares
General
Each Depositary Share represents a one-fifth interest
in a share of Class A Preferred Stock. The issued shares of Class A Preferred
Stock issued will be deposited under the Deposit Agreement. The Depositary
Receipts that will be issued pursuant to the Deposit Agreement will evidence
the Depositary Shares. Subject to the terms of the Deposit Agreement, each
owner of a Depositary Share will be entitled through the Depositary, in
proportion to the one-fifth interest in a share of Class A Preferred
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Stock underlying such Depositary Share, to all rights and preferences of a
share of Class A Preferred Stock (including dividend, voting, redemption, and
liquidation rights). Because each share of Class A Preferred Stock entitles
the holder thereof to one vote on matters on which the Class A Preferred Stock
is entitled to vote, each Depositary Share will, in effect, entitle the holder
thereof to one-fifth of a vote thereon, rather than one full vote. Holders of
Depositary Shares, as such, will not be liable for further calls or assessments
by the Registrant or for liabilities of the Registrant.
Dividends
The Depositary will distribute all cash dividends or
other cash distributions received in respect of Class A Preferred Stock
deposited under the Deposit Agreement to the record holders of Depositary
Shares relating to such Class A Preferred Stock in proportion to the numbers of
such Depositary Shares owned by such holders on the relevant record date.
Voting Rights
Upon receipt of notice of any meeting at which the
holders of Class A Preferred Stock deposited under the Deposit Agreement are
entitled to vote, each record holder of such Depositary Shares on the record
date will be entitled to instruct the Depositary as to the exercise of the
voting rights pertaining to the number of shares of Class A Preferred Stock
underlying such holder's Depositary Shares. The holders of Depositary Shares
are entitled to vote on only those matters on which holders of Class A
Preferred Stock are entitled to vote. The Depositary will vote the number of
shares of Class A Preferred Stock underlying such Depositary Shares in
accordance with such instructions.
Redemption
Any Class A Preferred Stock subject to redemption and
deposited under the Depositary Agreement will be redeemed from the proceeds
received by the Depositary resulting from the redemption of such Class A
Preferred Stock. The redemption price per Depositary Share will be equal to
one-fifth (1/5) of the aggregate of the redemption price of $125 per share plus
accrued and unpaid dividends to the date fixed for redemption payable with
respect to such Class A Preferred Stock.
Taxation
Holders of Depositary Shares are treated for federal
income tax purposes as if they were owners of the Class A Preferred Stock
represented by such Depositary
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Shares and accordingly will be entitled to take into account for federal income
tax purposes income and deductions to which they would be entitled if they were
holders of Class A Preferred Stock.
Transmissions of Notices, Reports, Proxy Soliciting Materials
The Depositary will forward to the holders of
Depositary Shares all reports and communications from the Registrant that are
delivered to the Depositary and that the Registrant is required to furnish to
the holders of Class A Preferred Stock.
Inspection of Reports and List of Holders
The Depositary shall make available for inspection by
holders of Depositary Receipts at the Depositary's office, and at such other
places as it may from time to time deem advisable, any reports and
communications received from the Registrant which are received by the
Depositary as the holder of Class A Preferred Stock.
The Depositary shall keep books at the Depositary's
Office for the registration and registration of transfer of Depositary
Receipts, which books at all reasonable times shall be open for inspection by
the record holders of Receipts; provided, however, that any such holder
requesting to exercise such right shall certify to the Depositary that such
inspection is for a proper purpose reasonably related to such person's interest
as an owner of Depositary Shares evidenced by Receipts.
Promptly upon request from time to time by the
Registrant, the Depositary shall furnish to it a list, as of a recent date, of
the names, addresses and holdings of Depositary Shares of all persons in whose
names Depositary Receipts are registered on the books of the Depositary.
Limitation upon Liability of Depositary
Neither the Depositary nor the Registrant will be
liable if it is prevented or delayed by law or any circumstances beyond its
control in performing its obligations under the Deposit Agreement. The
obligations of the Registrant and the Depositary under the Deposit Agreement
are limited to performance in good faith of their duties thereunder and they
are not obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or share of Class A Preferred Stock unless satisfactory
indemnity is furnished. They may rely upon written advice of counsel or
accountants, or information provided by persons presenting Class A Preferred
Stock for
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deposit, holders of Depositary Shares or other persons believed to be competent
and on documents believed to be genuine.
Fees
The Registrant shall pay all transfer and other taxes
and governmental charges arising solely from the existence of the depositary
arrangements. The Registrant shall pay all charges of the Depositary in
connection with the initial deposit of the Class A Preferred Stock and the
initial issuance of the Depositary Shares, redemption of the Class A Preferred
Stock at the option of the Registrant and all withdrawals of shares of the
Class A Preferred Stock by owners of Depositary Shares. All other transfer and
other taxes and governmental charges shall be at the expense of the holders of
Depositary Shares. If, at the request of a holder of one or more Depositary
Receipts, the Depositary incurs charges or expenses for which it is not
otherwise liable under the Deposit Agreement, such holder will be liable for
such charges and expenses. All other charges and expenses of the Depositary
and any Depositary's agent and of any Registrar (including, in each case, fees
and expenses of counsel) incident to the performance of their respective
obligations under the Deposit Agreement will be paid upon consultation and
agreement between the Depositary and the Registrant as to the amount and nature
of such charges and expenses. The Depositary shall present its statement for
charges and expenses to the Registrant once every three months or at such other
intervals as the Registrant and the Depositary may agree.
Amendment and Termination of Deposit Agreement
The Depositary Receipts and any provision of the
Deposit Agreement may at any time be amended by agreement between the
Registrant and the Depositary. However, any amendment that materially alters
the rights of the existing holders of Depositary Shares will not be effective
unless such amendment has been approved by the record holders of at least a
majority of the Depositary Shares then outstanding. The Deposit Agreement may
be terminated by the Registrant or the Depositary only if (a) all outstanding
Depositary Shares relating thereto have been redeemed or (b) there has been a
final distribution in respect of the Class A Preferred Stock in connection with
any liquidation, dissolution, or winding up of the Registrant and such
distribution has been distributed to the holders of the related Depositary
Shares.
Item 2. Exhibits
The Registrant's Common Shares and Rights to Purchase Common Shares are listed
on the New York Stock Exchange, on
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which no other securities of the Registrant currently are listed. Accordingly,
the following exhibits required in accordance with Part I of the Instructions
as to Exhibits are filed herewith and incorporated herein by reference:
Exhibit No. Description
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1 Regulations of the Registrant
2 Amended and Restated Articles of
Incorporation of the Registrant
3 Deposit Agreement, dated July 27, 1991,
between the Registrant, Society National Bank, as
successor Depositary, and the holders of
Depositary Receipts*
4 Form of Depositary Receipt
5 Form of Certificate for the Class A
Preferred Stock
<FN>
* Filed with the Commission as an exhibit to a Form 8-K filed by
KeyCorp on June 12, 1991, and incorporated herein by reference.
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SOCIETY CORPORATION
By: /s/ Lawrence J. Carlini
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Lawrence J. Carlini
Title: General Counsel and Secretary
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Date: February 23, 1994
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