UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 13, 2002
[KEYCORP LOGO]
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(Exact name of registrant as specified in its charter)
Ohio 0-850 34-6542451
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(State or other jurisdiction of Commission File Number (I.R.S. Employer Identification No.)
incorporation or organization)
127 Public Square, Cleveland, Ohio 44114-1306
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 689-6300
ITEM 9. REGULATION FD DISCLOSURE
On August 13, 2002, in accordance with Order No. 4-460 of the Securities and
Exchange Commission, the principal executive officer and the principal financial
officer of the Registrant submitted to the Securities and Exchange Commission
the sworn statements attached as Annex A and B to this report.
On August 13, 2002, the Registrant also issued a press release relating to these
two sworn statements and the two certifications furnished to the Securities and
Exchange Commission in accordance with 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This press release,
dated August 13, 2002, is attached as Annex C to this report.
Annex A
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS
I, Henry L. Meyer III, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of KeyCorp and, except as corrected or supplemented in a
subsequent covered report:
- no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
- no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with KeyCorp's Audit
and Risk Review Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
- the 2001 Annual Report on Form 10-K of KeyCorp;
- all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of KeyCorp filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
/s/ Henry L. Meyer III
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Henry L. Meyer III Subscribed and sworn
Principal Executive Officer to before me this 13th
August 13, 2002 day of August 2002.
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/s/ Patricia Corpus
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Notary Public
My Commission Expires:
April 29, 2004
Annex B
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS
I, K. Brent Somers, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered
reports of KeyCorp and, except as corrected or supplemented in a
subsequent covered report:
- no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
- no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with KeyCorp's Audit
and Risk Review Committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
- the 2001 Annual Report on Form 10-K of KeyCorp;
- all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of KeyCorp filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
/s/ K. Brent Somers
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K. Brent Somers Subscribed and sworn to
Principal Financial Officer before me this 13th
August 13, 2002 day of August 2002.
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/s/ Patricia Corpus
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Notary Public
My Commission Expires:
April 29, 2004
Annex C
MEDIA CONTACT: JOHN FULLER ANALYST CONTACT: VERNON L. PATTERSON
216.689.8140 216.689.0520
william_fuller@keybank.com vernon_patterson@keybank.com
KEY MEDIA INVESTOR RELATIONS
NEWSROOM: www.key.com/newsroom INFORMATION: www.key.com/ir
FOR IMMEDIATE RELEASE
KEYCORP SATISFIES REQUIREMENTS TO CERTIFY SEC FILINGS
CLEVELAND, August 13, 2002 - KeyCorp (NYSE: KEY) today announced it has complied
with both the June 27, 2002 Securities and Exchange Commission (SEC) Order and
the requirements contained in the recently enacted Sarbanes-Oxley Act of 2002 to
certify the accuracy of its recent SEC filings.
Sworn statements signed today by Henry L. Meyer, chairman and chief executive
officer, and K. Brent Somers, chief financial officer, certify KeyCorp's 2001
Annual Report on Form 10-K, its quarterly reports on Form 10-Q for the first and
second quarters of 2002 and the other reports covered by the SEC Order.
Meyer and Somers have also signed certifications that satisfy requirements in
the Sarbanes-Oxley Act to certify KeyCorp's second quarter 2002 10-Q.
According to Meyer, "KeyCorp has always been committed to expanding financial
disclosure. In April, KeyCorp expanded its line of business financial results in
an effort to better inform investors. We believe our comprehensive reporting
systems ensure shareholders and customers receive a clear and timely report card
on KeyCorp. "
For more information contact:
Media: John Fuller. 216.689.8140. william_fuller@keybank.com
Investor Relations: Vern Patterson.216.689.0520. vernon_patterson@keybank.com
Cleveland-based KeyCorp is one of the nation's largest bank-based financial
services companies, with assets of approximately $83 billion. Key companies
provide investment management, retail and commercial banking, retirement,
consumer finance, and investment banking products and services to individuals
and companies throughout the United States and, for certain businesses,
internationally. The company's businesses deliver their products and services
through KeyCenters and offices; a network of approximately 2,300 ATMs; telephone
banking centers (1.800.KEY2YOU); and a Web site, Key.com(R), that provides
account access and financial products 24 hours a day.
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Editor's Note: For up-to-date company information, media contacts and facts and
figures about Key lines of business, visit our new Media Newsroom at
Key.com/newsroom
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEYCORP
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(Registrant)
Date: August 13, 2002 /s/ Lee Irving
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By: Lee Irving
Executive Vice President
and Chief Accounting Officer