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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
Amendment No. 3
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 44114-1306
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Shares, with a New York Stock Exchange
par value of $1 each
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
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"). When originally
issued, each share of Class A Preferred Stock was deposited under a Deposit
Agreement, dated July 27, 1991 (the "Deposit Agreement"), between the
Registrant, Society National Bank (renamed "KeyBank National Association" in
1996), as successor depositary (the "Depositary"), and the holders of Depositary
Receipts issued by the Depositary thereunder. On June 30, 1996, the Registrant
redeemed all outstanding shares of Class A Preferred Stock. Consequently, there
are no shares of Class A Preferred Stock currently issued and outstanding and no
Depositary Receipts continue to remain issued under the Deposit Agreement.
On May 15, 1997, the shareholders of the Registrant adopted
an amendment to, and an amendment and restatement of, the Registrant's
Regulations (as so amended and restated, the "Regulations"). The following
summary of the material terms of the Common Shares reflects the application of
the Regulations, as well as the Registrant's Amended and Restated Articles of
Incorporation (the "Articles of Incorporation") and provisions of the Ohio
General Corporation Law. The summary does not purport to be complete and is
qualified in its entirety by reference to the Articles of Incorporation, the
Regulations and other documents filed as exhibits hereto, which are hereby
incorporated herein by reference.
A. Common Shares
General
The Common Shares have no preemptive rights or sinking fund
provisions and are not redeemable or convertible into other securities. All
presently outstanding Common Shares have been fully paid and are non-assessable.
Upon full payment of Common Shares hereafter issued in an amount in excess of
the par value thereof, holders of the Common Shares, as such holders, will not
be liable for further calls or to assessment by the Registrant or for the
liabilities of the Registrant.
Voting Rights
The holders of Common Shares are entitled to one vote for
each Common Share held of record on each matter properly submitted to
shareholders for their vote, consent, waiver, release or other action. Holders
of Common Shares are not entitled to the right of cumulative voting.
Under the Articles of Incorporation, any proposal which,
under applicable law, requires the approval of the shareholders of the
Registrant:
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(1) to adopt an amendment to the Articles of Incorporation,
(2) to sell, exchange, transfer, or otherwise dispose of all,
or substantially all, the assets of the Registrant,
(3) to effect a merger or consolidation involving the
Registrant,
(4) to effect a combination or majority share acquisition (as
such terms are defined by the laws of the State of Ohio),
(5) to dissolve, liquidate or wind up the affairs of the
Registrant,
may be authorized and approved by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting power of the Registrant, and
by the affirmative vote of the majority of any class if a class vote is required
(except as otherwise provided with respect to the Serial Preferred Stock). The
Registrant's Articles of Incorporation do not reduce the vote of shareholders
required to approve a transaction which requires shareholder approval under the
Ohio Interested Shareholder Transaction Law.
The Regulations provide that the Regulations may be amended,
repealed, or altered or new regulations may be adopted (i) at a meeting of
shareholders by the affirmative vote of the holders of shares entitling them to
exercise three-quarters of the voting power of the Registrant on such proposal,
provided, however, if such amendment, repeal, alteration or adoption is
recommended by at least two-thirds of the entire authorized Board of Directors,
the shareholder vote required shall be the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
Registrant on such proposal or (ii) without a meeting, by the written consent of
the holders of shares entitling them to exercise 100% of the voting power of the
Registrant on such proposal.
The Regulations provide that the number of directors shall be
between 17 and 20, divided into three classes. As of May 15, 1997, the Board of
Directors consisted of 20 members divided into three classes as follows: one
class of six directors whose terms will expire at the 1998 annual meeting of
shareholders and two classes of seven directors whose terms will expire at the
1999 and 2000 annual meetings of shareholders, respectively. The Board of
Directors may change the size of the Board of Directors within the foregoing
range by the affirmative vote of a majority of the entire authorized Board. The
shareholders may fix or change the size of the Board of Directors within the
foregoing range at a meeting of the shareholders of the Registrant called for
the purpose of electing directors (i) by the affirmative vote of the holders of
shares entitling them to exercise three-quarters of the voting power of the
Registrant represented at the meeting and entitled to elect directors or (ii) if
the proposed change in the number of directors is recommended by a majority of
the entire authorized Board of Directors, by the affirmative vote of the holders
of shares entitling them to exercise a majority of the voting power of the
Registrant represented at the meeting and entitled to elect directors. If the
Board of Directors or the shareholders change the number of directors as
provided for in this paragraph, the three classes of the Board of Directors
shall be divided into as equal a number of directors as possible, with the Board
of Directors or the shareholders, as the case may be, fixing or determining the
adjustment
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to be made in each class. No reduction in the number of directors shall of
itself have the effect of shortening the term of any incumbent director. In the
event that the Board of Directors increases the number of directors, it may fill
the vacancy or vacancies created by the increase in the number of directors for
the respective unexpired terms as set forth below. In the event the shareholders
increase the number of directors and fail to fill the vacancy or vacancies
created thereby, the Board of Directors may fill such vacancy or vacancies for
the respective unexpired terms as set forth below.
The number of directors and the number of directors of any
class may not be fixed or changed by the shareholders or directors, except (i)
by amending the Regulations as set forth above, (ii) pursuant to an agreement of
merger or consolidation approved by two-thirds of the members of the entire
authorized Board of Directors and adopted by the shareholders at a meeting held
for such purpose by the affirmative vote of the holders of shares entitling them
to exercise a majority of the voting power of the Registrant on such proposal,
or (iii) as provided in the immediately preceding paragraph or in the next
following paragraph.
The number of directors is subject to automatic increase by
two during certain periods when dividends payable on any class or series of
preferred stock of the Registrant are in arrears for six quarterly dividend
payment periods, as set forth in the Articles of Incorporation and/or the
express terms of any outstanding preferred stock of the Registrant.
Removal of Directors and Filling Vacancies
The Regulations provide that the Board of Directors may
remove any director and thereby create a vacancy on the Board: (a) if by order
of court the director has been found to be of unsound mind or if the director is
adjudicated a bankrupt or (b) if within 60 days from the date of his or her
election the director does not qualify by accepting in writing his or her
election to such office or by acting at a meeting of directors.
All of the directors, or all of the directors of a particular
class, or any individual director, may only be removed from office by the
affirmative vote of the holders of shares entitling them to exercise
three-quarters of the voting power of the Registrant entitled to elect directors
in place of those to be removed. In case of any such removal, a new director
nominated in accordance with the Regulations may be elected at the same meeting
for the unexpired term of each director removed. Failure to elect a director to
fill the unexpired term of any director removed is deemed to create a vacancy on
the Board.
The Regulations provide that any vacancies on the Board of
Directors resulting from death, resignation, removal, or other cause may be
filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors, or by a sole
remaining director. Newly created directorships resulting from any increase in
the number of directors by action of the Board of Directors may be filled by the
affirmative vote of a majority of the directors then in office, or if not so
filled, by the shareholders at the next annual meeting thereof or at a special
meeting called for that purpose in accordance with the Regulations. In the event
that the shareholders increase the authorized number of directors in accordance
with the Regulations but fail at the meeting at which such
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increase is authorized, or an adjournment of that meeting, to elect the
additional directors provided for, or if the shareholders fail at any meeting to
elect the whole authorized number of directors, such vacancies may be filled by
the affirmative vote of a majority of the directors then in office. Any director
elected in accordance with the three preceding sentences shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified.
Dividend and Liquidation Rights
Subject to any dividend and liquidation preferences
applicable to any shares of preferred stock outstanding at the time and to
applicable restrictions imposed by law or regulation, holders of Common Shares
are entitled to dividends when and as declared by the Registrant's Board of
Directors from funds legally available therefor and, in the event of
liquidation, are entitled to share ratably in all assets remaining after payment
of the Registrant's liabilities.
Opt-Out of Control Share Acquisition Law
The Registrant's Articles of Incorporation expressly provide
that Section 1701.831 of the Ohio Revised Code (commonly referred to as the Ohio
control share acquisition law) shall not apply to control share acquisitions of
shares of the Registrant.
Certain Board of Director Super-Majority Vote Requirements for Extraordinary
Transactions
The affirmative vote of at least two-thirds of the entire
authorized Board of Directors of the Registrant is required for the approval or
recommendation of any of the following transactions: (a) any merger or
consolidation of the Registrant (i) with any "interested shareholder" (as such
term is defined in Chapter 1704 of the Ohio General Corporation Law), or (ii)
with any other corporation if the merger or consolidation is caused by any
interested shareholder, (b) any transaction as a result of which any person or
entity will become an interested shareholder, (c) any merger or consolidation
involving the Registrant with or into any other corporation if such other
corporation, on a consolidated basis, has assets with an aggregate book value
equal to 50% or more of the aggregate book value of the consolidated assets of
the Registrant, (d) any liquidation or dissolution of the Registrant, (e) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition to or
with an interested shareholder of assets of the Registrant having an aggregate
book value equal to 10% or more of the aggregate book value of all the
consolidated assets of the Registrant, (f) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition to or with any person or entity of assets
of the Registrant having an aggregate book value equal to 25% or more of the
aggregate book value of all the consolidated assets of the Registrant, (g) any
transaction resulting in the issuance or transfer by the Registrant to any
person or entity of more than 15% of the voting stock of the Registrant
(determined prior to the issuance or transfer), and (h) certain other
transactions involving an interested shareholder which result in an increase in
the proportionate amount of stock of the Registrant owned by such shareholder
or in the receipt by such shareholder of the
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benefit of certain financial benefits (such as loans, guarantees or pledges)
provided through the Registrant (other than proportionately as a shareholder of
the Registrant).
B. Serial Preferred Stock
The Registrant does not presently have any shares of Serial
Preferred Stock issued and outstanding. The Registrant may issue Serial
Preferred Stock from time to time in one or more series.
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Item 2. Exhibits
The Registrant's Common Shares are listed on the New York Stock Exchange.
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 Form of Certificate evidencing ownership of
Common Shares
2 Amended and Restated Regulations of the
Registrant, adopted May 15, 1997
3 Amended and Restated Articles of
Incorporation of the Registrant*
4 Restated Rights Agreement, dated as of May
15, 1997, between KeyCorp and KeyBank
National Association, as Rights Agent**
* Incorporated by reference from Exhibit 7 to Registrant's
Form 8-A/A filed with the Securities and Exchange Commission
on February 25, 1994.
** Incorporated by reference from Exhibit 1 to Registrant's
Form 8-A filed with the Securities and Exchange Commission on
June 19, 1997.
SIGNATURE
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.
KEYCORP
Date: June 19, 1997 By: /s/ Thomas C. Stevens
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Thomas C. Stevens
Executive Vice President, General
Counsel and Secretary
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