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KEYCORP TO ACQUIRE NATIONAL SAVINGS BANK OF ALBANY, N.Y.

 KEYCORP TO ACQUIRE NATIONAL SAVINGS BANK OF ALBANY, N.Y.
 ALBANY, N.Y., July 1 /PRNewswire/ -- Victor J. Riley, Jr.,


chairman, president and chief executive officer of KeyCorp (NYSE: KEY) and George O. Pfaff, chairman and chief executive officer of National Savings Bank of Albany (NASDAQ: NSBA) announced today an agreement in principle for KeyCorp to acquire National Savings Bank. The transaction has been approved in principle by the boards of directors of KeyCorp and National Savings Bank. Consummation of the transaction is subject to execution of a definitive agreement, expected within the next few days, and to the approval of National Savings Bank's shareholders, the appropriate regulatory authorities, and certain other conditions. Pending these approvals, the merger is anticipated to take place within the first quarter of 1993.
 Under the terms of the agreement, all the outstanding common shares of National Savings Bank will be exchanged for KeyCorp common shares. The price per share of National Savings Bank will be $33 which equates to approximately 1.45 times National Savings Bank's expected June 30, 1992 book value. This price represents a premium of 50 percent over the June 30, 1992 closing market price of $22 per National Savings Bank share.
 The transaction value, including the cost of stock options, is estimated to be $69.4 million.
 National Savings Bank has issued an option to KeyCorp to acquire up to 16.68 percent of National Savings' common stock. The option would be exercisable by KeyCorp at a price of $22 per share and only if certain conditions are met. The option will expire if no definitive agreement is reached by Aug. 1, 1992, and in certain other circumstances.
 National will amend its shareholders' rights agreement so that the transaction will have no impact on the rights outstanding under the agreement.
 Commenting on the proposed acquisition, Riley said, "Under the leadership of George Pfaff, National Savings Bank has a proven track record. The bank's shareholders will now own KeyCorp common stock, a stock which appreciated by 642 percent during the last ten years, ranking fourth among the nation's 50 largest banks in common stock growth during this period. Including price changes and dividends received, KeyCorp ranked third in total return at 810 percent."
 Pfaff also commented, "We are certainly pleased to be combining our organization with KeyCorp which so closely parallels our history of fiscal soundness and tradition of service. National converted from mutual to stock form in November of 1985 at a price per share equivalent to $8.03 in today's shares."
 National Savings Bank, headquartered in Albany, N.Y., has $637 million in assets and nine branch offices in the Capital and Adirondack regions.
 KeyCorp with assets over $23 billion is a multi-regional bank holding company headquartered in Albany, N.Y. It has focused its banking expansion activities in the Northeast and Northwest. As "America's neighborhood bank," KeyCorp pursues a middle-market target concentrating its resources in cities and smaller communities of the northern tier of states, thus avoiding overcrowded marketplaces and single industry loan exposure.
 -0- 7/1/92
 /CONTACT: Susan Peterson of KeyCorp, 518-486-8258, or 518-587-3008, after hours/
 (KEY NSBA) CO: KeyCorp; National Savings Bank of Albany ST: New York IN: FIN SU: TNM


LC -- CL017 -- 5808 07/01/92 14:34 EDT
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Publication:PR Newswire
Date:Jul 1, 1992
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