-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PZVaXk7juK+EbtYnruIPtgmeCCMoq3gRc5rK0bCRFBqo8Jc8gHWUZ7syMMLKVQO3 RV9huJQ8xR5jYI3cMuJJHw== 0000891836-98-000627.txt : 19981005 0000891836-98-000627.hdr.sgml : 19981005 ACCESSION NUMBER: 0000891836-98-000627 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981002 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCDONALD & CO INVESTMENTS INC CENTRAL INDEX KEY: 0000720900 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 341391950 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34594 FILM NUMBER: 98720097 BUSINESS ADDRESS: STREET 1: 1400 MCDONALD INVESTMENT CTR STREET 2: STE 2100 800 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2603 BUSINESS PHONE: 2164432300 MAIL ADDRESS: STREET 1: 800 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYCORP /NEW/ CENTRAL INDEX KEY: 0000091576 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 346542451 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 BUSINESS PHONE: 2166893000 MAIL ADDRESS: STREET 1: 127 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114-1306 FORMER COMPANY: FORMER CONFORMED NAME: SOCIETY CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No.1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) McDonald & Company Investments, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share, of McDonald & Company Investments, Inc. - -------------------------------------------------------------------------------- (Title of Class of Securities) 580047108 - -------------------------------------------------------------------------------- (CUSIP Number) Daniel R. Stolzer Vice President and Associate General Counsel 127 Public Square Cleveland, Ohio 44114 (216) 689-3000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 25, 1998 - -------------------------------------------------------------------------------- (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(e), 13d-(f) or 13d-1(g) check the following box [_] (Continued on following pages) (Page 1 of 4 pages) - -------------------------------------------------------------------------------- CUSIP NO. 580047108 13D PAGE 2 OF 4 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS KEYCORP I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IRS# 34-6542451 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION OHIO - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 4,047,264* NUMBER OF SHARES --------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY EACH --------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 4,030,368* PERSON WITH --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 12,760 --------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,190,764* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.8%** - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO, HC - -------------------------------------------------------------------------------- * BENEFICIAL OWNERSHIP OF 3,669,088 SHARES OF COMMON STOCK REPORTED HEREUNDER IS BEING REPORTED SOLELY AS A RESULT OF THE STOCK OPTION AGREEMENT DESCRIBED IN ITEM 4 OF THE PREVIOUSLY FILED SCHEDULE 13D WHICH IS HEREBY AMENDED. THE OPTION GRANTED PURSUANT TO THE STOCK OPTION AGREEMENT HAS NOT YET BECOME EXERCISABLE. KEYCORP EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF SUCH SHARES. ** GIVES EFFECT TO THE ISSUANCE OF COMMON STOCK SUBJECT TO THE STOCK OPTION AGREEMENT. AMENDMENT NO. 1 TO SCHEDULE 13D KeyCorp hereby amends and supplements its statement on Schedule 13D filed on June 24, 1998 (the "Previously Filed Schedule 13D"), with respect to the Common Stock, par value $1.00 per share ("Company Common Stock"), of McDonald & Company Investments, Inc., a Delaware corporation (the "Company"). ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is supplemented with the following: As described in the Previously Filed Scheduled 13D, on June 15, 1998, KeyCorp entered into a definitive agreement to acquire the Company, a full service investment banking and securities brokerage company headquartered in Cleveland, Ohio, in a tax-free exchange of stock. KeyCorp had previously indicated that it intended to repurchase, prior to the closing of the acquisition, an amount common shares, par value $1.00 of KeyCorp ("KeyCorp Common Shares") approximately equivalent to up to one-half of the shares to be issued in connection with the acquisition of the Company. KeyCorp has reported that it currently intends to satisfy this previously announced repurchase by: (i) continuing to purchase KeyCorp Common Shares prior to, or within 90 days following, the closing of the acquisition of the Company (in either the open market or privately negotiated transactions); or (ii) purchasing shares of outstanding Company Common Stock within regulatory limitations prior to the closing of the acquisition of the Company (in either the open market or privately negotiated transactions). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is supplemented with the following: (a)-(b) In open market transactions beginning on September 23, 1998 and continuing through September 25, 1998, KeyCorp purchased 285,800 shares of Company Common Stock, and, in addition, between September 25, 1998 and September 30, 1998, KeyCorp purchased an additional 52,400 shares of Company Common Stock (the "Open Market Shares"). As of September 30, 1998, Key Trust Company of Ohio National Association, a wholly owned bank subsidiary of KeyCorp ("KTC") held 163,476 shares of Company Common Stock in a fiduciary capacity for third parties (the "Fiduciary Shares") and may be deemed the beneficial owner of the Fiduciary Shares. KTC has sole voting power with respect to 19,976 of the Fiduciary Shares, shared voting power with respect to none of the Fiduciary Shares, sole dispositive power with respect to 3,080 of the Fiduciary Shares and shared dispositive power with respect to 12,760 of the Fiduciary Shares. As of September 30, 1998, Victory Ohio Regional Stock Fund, a mutual fund which is advised by Key Asset Management, Inc. ("KAMI"), an affiliate of KeyCorp, held 20,000 shares of Company Common Stock (the "Mutual Fund Shares") with respect to which KAMI had sole voting power and sole dispositive power. (c) KeyCorp acquired the Open Market Shares in accordance with the plan described in Item 4 hereof and in the circumstances described in section (a) of this Item 5. Other than the acquisition of the Open Market shares by KeyCorp, none of KeyCorp, KAMI, KTC or any other affiliate of KeyCorp has effected any transactions in Company Common Stock during the past 60 days. To the best knowledge of KeyCorp, none of the persons listed in Schedule I to the Previously Filed Schedule 13D has effected any transactions in Company Common Stock during the past 60 days. -3- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: October 2, 1998 KEYCORP By: /s/ Daniel R. Stolzer ----------------------------------- Name: Daniel R. Stolzer Title: Vice President and Associate General Counsel -4- -----END PRIVACY-ENHANCED MESSAGE-----