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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
NN Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
629337106
(CUSIP Number)
October 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X]
Rule 13d-1(b)
[ ]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No: 629337106
1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
KeyCorp
I.R.S. Employer Identification No. 34-6542451
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
Not Applicable
(b)
Not Applicable
3.
SEC Use Only .......................................................
....................................................................
4.
Citizenship or Place of Organization
State of Ohio
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power
2,788,868
6.
Shared Voting Power
0
7.
Sole Dispositive Power
2,788,868
8.
Shared Dispositive Power
3,307
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,792,175
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
Not Applicable
11.
Percent of Class Represented by Amount in Row (9)
18.17%
12.
Type of Reporting Person (See Instructions)
HC
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Item 1.
(a)
Name of Issuer
NN Inc.
(b)
Address of Issuer's Principal Executive Offices
2000 Waters Edge Drive
Building C, Suite 12
Johnson City, TN 37604
Item 2.
(a)
Name of Person Filing
KeyCorp
(b)
Address of Principal Business Office or, if none, Residence
127 Public Square
Cleveland, OH 44144-1306
(c)
Citizenship
United States, State of Ohio
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
629337106
Item 3.
If this statement is filed pursuant to section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(g)
[ X]
A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G);
Item 4.
Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
(a)
Amount beneficially owned: 2,792,175
(b)
Percent of class: 18.17%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
2,788,868
(ii)
Shared power to vote or to direct the vote
0
(iii)
Sole power to dispose or to direct the disposition of
2,788,868
(iv)
Shared power to dispose or to direct the disposition of
3,307
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ].
Not Applicable
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Identification: KeyBank National Association
Classification: (B) Banks as defined by Section 3 (A) (6) of the act
Identification: McDonald Investments, Inc.
Classification: Registered investment advisor
Item 8.
Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to
section 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of each
member of the group. If a group has filed this schedule pursuant to
section 240.13d-1(c) or section 240.13d-1(d), attach an exhibit stating
the identity of each member of the group.
Not Applicable
Item 9.
Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
Not Applicable
Item 10.
Certification
(b)
The following certification shall be included if the statement is filed
pursuant to section 240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
November 8, 2002
Date
/s/ Diane L. Wozniak
Signature
Diane L. Wozniak, Assistant Vice President
Name/Title