UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
| KeyCorp | KeyCorp Capital VIII | |
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its Charter) |
| Ohio | 34-6542451 | Delaware | 14-6270293 | |||
| (State of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(State of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 127 Public Square Cleveland, Ohio 44114-1306 |
c/o KeyCorp 127 Public Square Cleveland, Ohio 44114-1306 | |
| (Address of Principal Executive Offices) | (Address of Principal Executive Offices) |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Trust Preferred Securities of KeyCorp Capital VIII Junior Subordinated Debentures of KeyCorp* KeyCorp Guarantee with respect to Trust Preferred Securities of KeyCorp Capital VIII* |
New York Stock Exchange, Inc. New York Stock Exchange, Inc.* New York Stock Exchange, Inc.* |
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this Form relates: 333 -134937 and 333-134937-01
Securities to be registered pursuant to Section 12(g) of the Act: None.
| * | Not for trading, but only in connection with the registration of the Trust Preferred Securities |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Securities to Be Registered.
The title of the class of securities to be registered hereunder is “7% Enhanced Trust Preferred Securities” (the “Trust Preferred Securities”). The Trust Preferred Securities will be issued by KeyCorp Capital VIII and guaranteed by KeyCorp (“KeyCorp”) to the extent set forth in the form of guarantee (the “Guarantee”) and certain other documents of KeyCorp. A description of the Trust Preferred Securities is set forth in the Registration Statement on Form S-3 (File Nos. 333 -134937 and 333-134937-01), initially filed with the Securities and Exchange Commission (the “Commission”) on June 12, 2006, as amended by Post-Effective Amendment No. 1, filed with the Commission on June 15, 2006 (as amended, the “Registration Statement”) and in the Prospectus Supplement relating thereto dated June 13, 2006 and filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), under the captions “KeyCorp Capital VIII”, “Description of the Trust Preferred Securities”, “Description of the Junior Subordinated Debentures” and “Description of the Guarantee”, which descriptions are hereby incorporated by reference herein. Any form of prospectus or prospectus supplement that includes such description that is subsequently filed by the registrant as part of an amendment to the Registration Statement or otherwise pursuant to Rule 424(b) under the Securities Act is hereby incorporated by reference herein.
Item 2. Exhibits.
The following exhibits have been incorporated by reference into this registration statement filed with the Commission.
| Exhibit No. | Description | |
| 4.1 | Certificate of Trust of KeyCorp Capital VIII (Incorporated by reference to Exhibit 4(e) to KeyCorp’s Registration Statement on Form S-3, Commission Nos. 333-124023, 333-124023-01 and 333-124023-02, as filed with the Commission on April 12, 2005). | |
| 4.2 | Trust Agreement of KeyCorp Capital VIII (Incorporated by reference to Exhibit 4(f) to KeyCorp’s Registration Statement on Form S-3, Commission Nos. 333-124023, 333-124023-01 and 333-124023-02, as filed with the Commission on April 12, 2005). | |
| 4.3 | Amended and Restated Trust Agreement, dated June 20, 2006, by and among KeyCorp, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee and the Administrative Trustees named therein (Incorporated by reference to Exhibit 4.2 to KeyCorp’s Current Report on Form 8-K, as filed with the Commission on June 20, 2006). | |
| 4.4 | Guarantee Agreement, dated June 20, 2006, between KeyCorp and Deutsche Bank Trust Company Americas, as Guarantee Trustee (Incorporated by reference to Exhibit 4.5 to KeyCorp’s Current Report on Form 8-K, as filed with the Commission on June 20, 2006). | |
| 4.5 | Junior Subordinated Indenture, dated as of December 4, 1996, between KeyCorp and Bankers Trust Company, as trustee (Incorporated by reference to Exhibit 4(a) to KeyCorp’s Registration Statement on Form S-4, Commission Nos. 333-19151 and 333-19151-01, as filed with the Commission on January 28, 1997). | |
| 4.6 | Third Supplemental Indenture to Junior Subordinated Indenture, dated June 20, 2006, between KeyCorp and Deutsche Bank Trust Company Americas, as indenture trustee (Incorporated by reference to Exhibit 4.1 to KeyCorp’s Current Report on Form 8-K, as filed with the Commission on June 20, 2006). | |
| 4.7 | Form of Trust Preferred Security Certificate (Included as part of Exhibit 4.3 above). | |
| 4.8 | Form of Junior Subordinated Debentures (Included as part of Exhibit 4.6 above). | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.
| Date: June 20, 2006 | ||||
| KeyCorp | ||||
| By: | /s/ Jonathan I. Shulman | |||
| Name: | Jonathan I. Shulman | |||
| Title: | Senior Vice President | |||
| KeyCorp Capital VIII | ||||
| By: KeyCorp, as Depositor | ||||
| By: | /s/ Jonathan I. Shulman | |||
| Name: | Jonathan I. Shulman | |||
| Title: | Senior Vice President | |||