Keycorp/NY/Old – ‘SC 13D/A’ on 1/13/94 re: Keycorp/New

As of:  Thursday, 1/13/94   ·   Accession #:  950123-94-138   ·   File #:  5-32208

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 1 to Schedule 13D                        5     14K 
 2: EX-99.10    First Amend to Agrmt and Plan of Merger                5     20K 

SC 13D/A   —   Amendment No. 1 to Schedule 13D
Document Table of Contents

SC 13D/A
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO.  1  )*   
         -----

Society Corporation 
------------------- 
(Name of Issuer)

Common Stock, par value $1.00 per share 
--------------------------------------- 
(Title and Class of Securities) 

833 663 305 
--------------
(CUSIP Number)

 Walter V. Ferris, KeyCorp, One KeyCorp Plaza, Albany, NY 12207 (518) 486-8500
------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person Authorized  
to Receive Notices and Communications)  

December 22, 1993 
------------------------------------------------------- 
(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].       

Check the following box if a fee is being paid with the statement [ ].  (A fee  
is not required only if the reporting person:  (1) has a previous statement on  
file reporting beneficial ownership of more than five percent of the class of   
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

NOTE: Six copies of this statement, including all exhibits, should be filed     
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to 
be sent.                                                                        

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities,    
and for any subsequent amendment containing information which would alter       
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

SC 13D/A
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Item 7.  Materials to Be Filed as Exhibits. 

 The following are filed as Appendices or Exhibits to this Schedule 13D:

 Appendix I.    Information Relating to Executive Officers and
  Directors of Society Corporation

         Exhibit 1.     KeyCorp Stock Option Agreement, dated as of October 2,
               1993, between KeyCorp and Society Corporation

       Exhibit 2.     Society Corporation Stock Option Agreement, dated as
                 of October 2, 1993, between KeyCorp and Society
Corporation                   

       Exhibit 3.     Shareholder Rights Protection Agreement, dated as of
                October 1, 1993, between KeyCorp and Key Trust
Company, as rights agent      

   Exhibit 4.     Third Amendment to Rights Agreement, dated as of
                  October 1, 1993, between Society Corporation and
        Society National Bank, as rights agent

       Exhibit 5.     Agreement and Plan of Merger, dated as of October 1,
               1993, between KeyCorp and Society Corporation

       Exhibit 6.     Exhibit I to Agreement and Plan of Merger:  Articles
               of Incorporation of the Surviving Corporation

Exhibit 7.     Exhibit II to Agreement and Plan of Merger:  
          Regulations of the Surviving Corporation

  Exhibit 8.     Supplemental Agreement to Agreement and Plan of
                      Merger, dated as of October 1, 1993, between KeyCorp
and Society Corporation       

        Exhibit 9.     Exhibits V(A) and V(B) to the Supplemental Agreement:
Forms of                      

SC 13D/A
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        Agreement of Affiliates of KeyCorp and
Society Corporation           

      Exhibit 10.    First Amendment to Agreement and Plan of Merger and
                 Supplemental Agreement to Agreement and Plan of
                      Merger, dated December 22, 1993, between KeyCorp and
Society Corporation           

Signature 

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this amendment is true, complete, and 
correct.                                                                        

Dated:  January 11, 1994           KEYCORP                                      

             By: /s/ David J. DeLuca
                   ---------------------
             David J. DeLuca
                   Senior Vice President
                and Controller

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SC 13D/A
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EXHIBIT INDEX 

Designation    Title                                                            

Appendix I.    Information Relating to Executive Officers and Directors of      
Society Corporation                               

Exhibit 1.     KeyCorp Stock Option Agreement, dated as of October 2, 1993,     
between KeyCorp and Society Corporation           

Exhibit 2.     Society Corporation Stock Option Agreement, dated as of October  
2, 1993, between KeyCorp and Society Corporation  

Exhibit 3.     Shareholder Rights Protection Agreement, dated as of October 1,  
          1993, between KeyCorp and Key Trust Company, as rights agent

Exhibit 4.     Third Amendment to Rights Agreement, dated as of October 1,      
             1993, between Society Corporation and Society National Bank, as
rights agent                                      

Exhibit 5.     Agreement and Plan of Merger, dated as of October 1, 1993,       
between KeyCorp and Society Corporation           

Exhibit 6.     Exhibit I to Agreement and Plan of Merger: Articles of           
Incorporation of the Surviving Corporation        

Exhibit 7.     Exhibit II to Agreement and Plan of Merger:  Regulations of the  
Surviving Corporation                             

Exhibit 8.     Supplemental Agreement to Agreement and Plan of Merger, dated as 
         of October 1, 1993, between KeyCorp and Society Corporation

Exhibit 9.     Exhibits V(A) and V(B) to the Supplemental Agreement:  Forms of  

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SC 13D/A
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        Agreement of Affiliates of KeyCorp and Society Corporation

Exhibit 10.    First Amendment to Agreement and Plan of Merger and Supplemental 
             Agreement to Agreement and Plan of Merger, dated as of December
22, 1993, between KeyCorp and Society Corporation 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/13/94							None on these Dates
		1/11/94		3
		12/22/93		1		5
		10/2/93		2		4
		10/1/93		2		4
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