ALBANY, N.Y. - Keycorp said Tuesday it made an offer to acquire troubled Evergreen Bancorp, a 24-branch company in Glens Falls, N.Y., with $900 million of assets. The offer will expire at midnight June 30, said Victor Riley, Keycorp's chairman and chief executive.

Evergreen's stock climbed $1.25 in early afternoon trading on Tuesday, to $15, while Keycorp was off 50 cents, to $39.75 a share. The deal would give Evergreen shareholders an undisclosed amount of Keycorp common stock.

Noting the high return and dividend rate on his company's stock compared with Evergreen's inability to pay dividends, Mr. Riley said: "Especially in view of recent news stories about Evergreen, . . . it represents an opportunity which is unlikely to be otherwise available to Evergreen shareholders for the foreseeable future."

Keycorp has assets of over $30 billion, operates in eight states, and expects to enter Colorado later this year.

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