UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No.1)
PSC INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
69361E107
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(CUSIP Number)
*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).
<PAGE>
SCHEDULE 13G
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CUSIP No. 69361E107 Page 2 of 9 Pages
- ------------------------- -----------------------------
- -------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
|
| Keystone Financial, Inc.
| 23-2289209
- -------------------------------------------------------------------------------
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |_|
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
- --------------------------------------------------------------------------------
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Pennsylvania
- --------------------------------------------------------------------------------
| 5 | SOLE VOTING POWER
| |
| | 587,050
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 6 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | 0
WITH |-----|--------------------------------------
| 7 | SOLE DISPOSITIVE POWER
| |
| | 587,050
|-----|--------------------------------------
| 8 | SHARED DISPOSITIVE POWER
| |
| | 0
- --------------------------------------------------------------------------------
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 587,050
- --------------------------------------------------------------------------------
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
| SHARES*
|
- --------------------------------------------------------------------------------
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
| 5.3%
- --------------------------------------------------------------------------------
12 | TYPE OF REPORTING PERSON*
|
| HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
- ------------------------- -----------------------------
CUSIP No. 69361E107 Page 3 of 9 Pages
- ------------------------- -----------------------------
- -------------------------------------------------------------------------------
1 | NAME OF REPORTING PERSON
|
| Martindale Andres & Company, Inc.
| 23-2827938
- -------------------------------------------------------------------------------
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |_|
- --------------------------------------------------------------------------------
3 | SEC USE ONLY
|
- --------------------------------------------------------------------------------
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
|
| Pennsylvania
- --------------------------------------------------------------------------------
| 5 | SOLE VOTING POWER
| |
| | 587,050
NUMBER OF SHARES |-----|--------------------------------------
BENEFICIALLY | 6 | SHARED VOTING POWER
OWNED BY EACH | |
REPORTING PERSON | | 0
WITH |-----|--------------------------------------
| 7 | SOLE DISPOSITIVE POWER
| |
| | 587,050
|-----|--------------------------------------
| 8 | SHARED DISPOSITIVE POWER
| |
| | 0
- --------------------------------------------------------------------------------
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 587,050
- --------------------------------------------------------------------------------
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
- --------------------------------------------------------------------------------
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
| 5.3%
- --------------------------------------------------------------------------------
12 | TYPE OF REPORTING PERSON*
|
| IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13-G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1
Item 1.
(a) Name of Issuer.
PSC Inc.
(b) Address of Issuer's Principal Executive Offices.
675 Basket Road
Webster, New York 14580
Item 2.
(a) Name of Person Filing.
1. Keystone Financial, Inc.
2. Martindale Andres & Company, Inc.
(b) Address of Principal Business Office or, if none, Residence.
1. One Keystone Plaza
P.O. Box 3660
Harrisburg, Pennsylvania 17105-3660
2. 200 Four Falls Corporate Center, Suite 200
West Conshohocken, Pennsylvania 19428
(c) Citizenship.
1. Pennsylvania
2. Pennsylvania
(d) Title of Class of Securities.
Common Stock
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<PAGE>
(e) CUSIP Number.
69361E107
Item 3. This statement is filed pursuant to Rule 13d-2(b) and the persons filing
are:
1. Keystone Financial, Inc. is a Parent Holding
Company, in accordance with
Rule 13d-1(b)(ii)(G).
2. Martindale Andres & Company, Inc. is an
Investment Advisor registered under Section 203
of the Investment Advisors Act of 1940.
Item 4. Ownership.
(a) Amount Beneficially Owned.
587,050 shares of Common Stock
(b) Percent of Class.
5.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 587,050.
(ii) shared power to vote or to direct the vote: 0.
(iii) sole power to dispose or to direct the
disposition of: 587,050.
(iv) shared power to dispose or to direct the
disposition of: 0.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Shares as to which this Schedule is filed are owned
by a variety of investment advisory clients of
Martindale Andres & Company, Inc., which clients
receive or have the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such shares. No such
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<PAGE>
client is known to have such interest with respect to
more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Martindale Andres & Company, Inc., an Investment
Advisor registered under Section 203 of the
Investment Advisors Act of 1940, is a wholly owned
subsidiary of Keystone Financial, Inc.
Item 8. Identification and Classification of Members of a Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
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<PAGE>
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired and are held in the ordinary
course of business and 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 such 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.
February 10, 1998
---------------------------------
Date
Keystone Financial, Inc.
/s/ Robert E. Leech
---------------------------------
Signature
Robert E. Leech,
Senior Vice President
---------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements of omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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<PAGE>
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired and are held in the ordinary
course of business and 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 such 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.
February 9, 1998
---------------------------------
Date
Martindale Andres & Company, Inc.
/s/ Daniel N. Mullen
---------------------------------
Signature
Daniel N. Mullen,
Chief Administrative Officer
---------------------------------
Name/Title
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements of omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
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<PAGE>
EXHIBIT A
The undersigned agree, to the extent required by Rule 13d-1(k), that
this statement is being filed on behalf of each of them.
Keystone Financial, Inc.
/s/ Robert E. Leech
---------------------------------
Signature
Name: Robert E. Leech
Title: Senior Vice President
Martindale Andres & Company, Inc.
/s/ Daniel N. Mullen
---------------------------------
Signature
Name: Daniel N. Mullen
Title: Chief Administrative Officer
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