<PAGE>
As filed with the Securities and Exchange Commission on March 29, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
KEYSTONE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2289209
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Keystone Plaza, Front and Market Streets
P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660
(717) 233-1555
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------
Ben G. Rooke, Esquire, Keystone Financial, Inc.
One Keystone Plaza, Front and Market Streets
P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660
(717) 231-5701
----------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------
Approximate date of commencement of the proposed sale of the securities to the
public: April 20, 1996
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
Title of Amount Proposed Proposed maximum Amount of
securities to to be maximum offering aggregate registration
be registered registered price per share offering price fee
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2 par value.. 300,000 shs. $32.875* $9,862,500* $3,400.86
==================================================================================================
</TABLE>
* Estimated solely for purposes of calculating the registration fee and
calculated, pursuant to Rule 457(c), on the basis of the average of the high and
low sale prices for the registrant's Common Stock on the NASDAQ National Market
System on March 27, 1996 of $33.25 and $32.50, respectively.
================================================================================
Page 1 of 31
Exhibit Index at page 25
<PAGE>
-------------------------
Prospectus
-------------------------
Keystone
Financial, Inc.
[LOGO]
Dividend
Reinvestment
Plan
<PAGE>
- - --------------------------------------------------------------------------------
PROSPECTUS
- - --------------------------------------------------------------------------------
KEYSTONE FINANCIAL, INC.
------------------------
DIVIDEND REINVESTMENT PLAN
------------------------
Common Stock
($2 Par Value)
This Prospectus describes the Dividend Reinvestment Plan (the "Plan") of
Keystone Financial, Inc. (the "Corporation"). The Plan provides holders of
the Corporation's Common Stock with a convenient method of reinvesting
dividends and of investing optional cash payments, within the limits of the
Plan, in shares of Common Stock. Participants in the Plan pay no brokerage
commissions or other expenses in connection with the purchase of Common Stock
under the Plan.
The Common Stock purchased for participants under the plan may be
purchased from the Corporation out of its authorized but unissued or treasury
shares or on the open market. The purchase price to Plan participants as of
any dividend payment date will be the weighted average price of all shares
purchased for the Plan for that date. The price of shares purchased from the
Corporation will be the average of the high and low reported NASDAQ sales
prices for the Common Stock on the date of purchase.
This Prospectus should be retained for future reference.
- - --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- - --------------------------------------------------------------------------------
The date of this Prospectus is March 31, 1994
- - --------------------------------------------------------------------------------
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.;
Suite 1400, 500 West Madison Street, Chicago, Illinois; and Room 1228, 75 Park
Place, New York, New York. Copies of such material can also be obtained at
prescribed rates by mail addressed to the SEC, Public Reference Section, 450
Fifth Street, N.W., Washington, D.C. 20549. The Common Stock is quoted on the
NASDAQ National Market System, and such reports, proxy statements and other
information can also be inspected at the offices of NASDAQ Operations, 1735 K
Street, N.W., Washington, D.C.
This Prospectus incorporates by reference certain documents which are
not presented herein or delivered herewith. See "Incorporation of Certain
Documents by Reference." Copies of such documents may be obtained without
charge upon written or oral request to Keystone Financial, Inc., P.O. Box
3660, Harrisburg, Pennsylvania 17105-3660, Attention: Corporate Secretary
(telephone: 717-233-1555).
<PAGE>
THE PLAN
The following questions and answers constitute the Corporation's
Dividend Reinvestment Plan (the "Plan").
Purposes and Advantages
1. What are the purposes of the Plan?
The purposes of the Plan are to provide holders of record of the
Corporation's Common Stock with a simple and convenient method of investing in
shares of Common Stock.
2. How may shareholders purchase Common Stock under the Plan?
Holders of record of the Corporation's Common Stock may (1) have all
cash dividends on shares registered in their names automatically reinvested in
additional shares of Common Stock, (2) continue to receive cash dividends on
shares registered in their names and purchase Common Stock by making optional
cash payments of not less than $100 per payment nor more than $5,000 per
dividend payment date or (3) invest both cash dividends and optional cash
payments.
3. What are the advantages of the Plan?
Participants in the Plan receive full investment of their dividends and
optional cash payments because they are not required to pay brokerage
commissions or other expenses in connection with purchases of Common Stock
under the Plan and because the Plan permits fractional shares, as well as
whole shares, of Common Stock to be purchased. In addition, dividends on all
whole and fractional shares credited to participants' accounts are
automatically reinvested in additional whole or fractional shares of Common
Stock. Participants also avoid the necessity for safekeeping certificates
representing the shares credited to their accounts and thus are protected
against loss, theft or destruction of such certificates. A regular statement
for each account provides a participant with a record of each transaction.
Administration
4. Who administers the Plan?
American Stock Transfer & Trust Company, as Agent for Plan participants,
administers the Plan, keeps records, sends statements of account to
participants and performs other duties relating to the Plan. All costs of
administering the Plan are paid by the Corporation. Common Stock purchased
under the Plan is issued in the name of the Agent or its nominee, as agent for
the participants in the Plan.
The following address may be used to obtain information about the Plan:
American Stock Transfer & Trust Company
Attention: Dividend Reinvestment
40 Wall Street
New York, NY 10005
If you are already a Plan participant, be sure to mention your account
number(s) in any correspondence.
<PAGE>
Eligibility
5. Who is eligible to become a participant?
Any holder of record of Common Stock who has reached the age of majority
in his or her state of residence is eligible to become a participant in the
Plan. However, any holder of record who elects to participate in the dividend
reinvestment feature of the Plan must do so with respect to all shares of
Common Stock (including shares subsequently acquired) registered in the
participant's name. Beneficial owners of Common Stock registered in a name
other than their own, such as that of a broker, bank nominee or trustee, must
first become holders of record of such shares (by having a stock certificate
issued in their own name) in order to participate directly in their own names.
Participation by Shareholders
6. How does an eligible shareholder become a participant?
A holder of record of Common Stock may elect to become a participant in
the Plan at any time. If you wish to become a participant, all you need to do
is complete an Authorization Form and mail it to American Stock Transfer &
Trust Company, Attention: Dividend Reinvestment, 40 Wall Street, New York, NY
10005. Authorization Forms may be obtained by writing to the same address.
7. What does the Authorization Form provide?
By signing an Authorization Form for an account a shareholder may become
a participant and by checking the appropriate box on the Authorization Form
the shareholder may choose among the following investment options for that
account:
-- To reinvest automatically all cash dividends on all Common Stock
registered in the participant's name
-- To invest only optional cash payments of not less than $100 each
up to a total of $5,000 per dividend payment date (noncumulative
from quarter to quarter), to be applied to the purchase of
Common Stock.
A participant may select either the dividend reinvestment option or the
optional cash purchase option. A participant selecting the dividend
reinvestment option may make optional cash payments. A participant may change
his or her election by completing and signing a new Authorization Form and
returning it to the Agent. The answer to Question 6 tells how to obtain an
Authorization Form. Any change of election concerning the reinvestment of
dividends must be received by the Agent at least five business days prior to
the record date for a dividend payment date (see Question 8) in order for the
change to become effective with that dividend. If a participant signs and
returns an Authorization Form without checking the desired option, the
participant will be deemed to have selected the first option listed above.
Regardless of which method of participation is selected, all cash
dividends paid on whole or fractional shares previously credited to a
participant's Plan account will be reinvested automatically.
<PAGE>
8. When will dividends be reinvested?
Dividends will be reinvested as of each dividend payment date.
Historically, dividend payment dates for Common Stock have been January 20,
April 20, July 20 and October 20. However, the existence of the Plan does not
constitute any assurance that dividends will be paid in the future or, if
paid, that they will be paid on such dates.
If the Authorization Form is received by the Agent at least five
business days prior to the record date for a dividend payment date, the
dividend paid on that dividend payment date will be reinvested. If the
Authorization Form is received less than five business days prior to the
record date for a dividend, that dividend will be paid in cash, and
participation in the Plan for the reinvestment of dividends will not commence
until the next succeeding dividend payment date.
Optional Cash Payments
9. Who is eligible to make optional cash payments?
Shareholders who have submitted a signed Authorization Form are eligible
to make optional cash payments, whether or not they have authorized the
reinvestment of dividends.
10. When may optional cash payments be made and when will they be invested?
Optional cash payments will be invested as of each dividend payment date
(normally January 20, April 20, July 20 and October 20). For an optional cash
payment to be invested on a dividend payment date, the funds must be received
at the Agent's office not earlier than 30 days prior to the dividend payment
date nor later than the close of business on the last business day prior to
the dividend payment date in question. Any optional cash payment received by
the Agent more than 30 days prior to a dividend payment date or after the
close of business on the day prior to a dividend payment date will be returned
to the participant.
No interest is paid by the Corporation or the Agent on optional cash
payments. It is therefore suggested that any optional cash payment which a
participant wishes to make be sent so as to arrive shortly before a dividend
payment date.
11. How are optional cash payments made?
A new participant may make an optional cash payment when enrolling in
the Plan by sending the Agent a check or money order, payable to American
Stock Transfer & Trust Company, for not less than $100 nor more than $5,000,
with a completed Authorization Form.
Once a participant's account has been enrolled in the Plan and the
initial investment is made, whether of dividends or optional cash, an optional
cash payment form will be attached to each statement of account sent to the
participant. Any check or money order for an optional cash payment must be
made payable to American Stock Transfer & Trust Company and should be
accompanied by a properly completed optional cash payment form. Checks and
forms should be mailed to American Stock Transfer & Trust Company, Attention:
Dividend Reinvestment, 40 Wall Street, New York, NY 10005.
<PAGE>
Optional cash payments must be in United States dollars and may not be
less than $100 per payment nor more than $5,000 in the aggregate for any
dividend payment date (noncumulative from quarter to quarter). The same
amount need not be sent each time, and there is no obligation to make an
optional cash payment in any quarter. Do not send cash.
Optional cash payments can be refunded if a written request is received
by the Agent at the above address at least two business days prior to the
dividend payment date.
Purchases
12. What is the source of the Common Stock purchased under the Plan?
Shares of Common Stock purchased for participant's accounts under the
Plan may be purchased by the Agent either (1) from the Corporation out of its
authorized but unissued shares of treasury shares or (2) on the open market.
The purchase price of any shares of Common Stock purchased from the
Corporation as of any dividend payment date will be the average of the
reported NASDAQ high and low sales prices for Common Stock on such date. If a
dividend payment date falls on a day on which Common Stock is not traded, the
purchase price of shares purchased from the Corporation will be determined by
averaging the averages of the reported NASDAQ high and low sales prices for
Common Stock on the trading dates next preceding and next following such
dividend payment date. The proceeds of any sales of Common Stock to the Plan
by the Corporation may be used by the Corporation for funding for cashflow
requirements of the holding company and other corporate investment
opportunities and for general corporate purposes.
Purchases by the Agent of Common Stock on the open market will be made
at then current market prices, may be made on any securities exchange where
the Corporation's Common Stock is then traded, in the over-the-counter market
or in negotiated transactions and may be on such terms as to price, delivery
and otherwise as the Agent or the broker selected by the Agent for such
purpose may determine.
13. When will Common Stock be purchased for participants' accounts?
On each dividend payment date, or the first business day thereafter, the
Corporation will (1) issue to the Agent any shares of Common Stock to be
purchased from the Corporation as of such dividend payment date and/or (2) pay
over to the Agent all dividends to be invested under the Plan in excess of the
purchase price of any shares of Common Stock purchased from the Corporation.
The Agent will apply any such dividends received and any optional cash
payments to be invested as of that dividend payment date and not applied to
the purchase of Common Stock from the Corporation to the purchase of Common
Stock on the open market for the accounts of Plan participants.
Shares to be purchased by the Agent on the open market will be purchased
by the Agent as promptly as practicable, consis-
<PAGE>
tent with the provisions of any applicable securities laws and market
conditions, and in no event will dividends be invested more than 30 days or
optional cash payments more than 45 days after receipt by the Agent except
where necessary to comply with applicable laws and regulations. The exact
timing of open market purchases, including determining the number of shares,
if any, to be purchased on any day or at any time of that day, the prices paid
for such shares, the markets on which such purchases are made and the persons
(including brokers and dealers) from or through which such purchases are made
shall be determined by the Agent or the broker selected by it for that
purpose. The Agent may purchase Common Stock in advance of a dividend payment
date for settlement on or after such date. No interest will be paid on funds
held by the Agent pending investment.
14. What is the price of Common Stock purchased by participants under the
Plan?
The purchase price of shares of Common Stock purchased for Plan
participants as of any dividend payment date will be the weighted average
price of all shares of Common Stock purchased by the Agent for the Plan for
that date, whether from the Corporation or on the open market. All brokerage
commissions or similar charges incurred by the Agent in connection with the
purchase of Common Stock on the open market will be paid by the Corporation.
15. How many shares of Common Stock will be purchased for a participant?
The number of shares to be purchased for a participant's account as of
any dividend payment date will be equal to the total dollar amount to be
invested for the participant divided by the applicable purchase price,
computed to the fourth decimal place. For a participant who has elected to
reinvest dividends on Common Stock registered in the participant's name, the
total dollar amount to be invested as of any dividend payment date will be the
sum of (1) the dividend on all certificate shares registered in the
participant's own name, (2) any optional cash payments to be invested as of
that dividend payment date (see Question 10) and (3) the dividend on all
shares of Common Stock (including fractional shares) previously credited to
the participant's Plan account. For a participant who has elected to invest
only optional cash payments, the total dollar amount to be invested as of any
dividend payment date will be the sum of (1) any optional cash payments to be
invested as of that dividend payment date (see Question 10) and (2) the
dividend on all shares of Common Stock (including fractional shares)
previously credited to the participant's Plan account.
The amount to be invested for a participant residing in the United
States will be reduced by any amount the Corporation is required to deduct as
a backup withholding in respect of the dividend received, or considered to be
received, by such
<PAGE>
participant. The amount to be invested for a foreign participant whose
dividends are subject to federal tax withholding will be reduced by the tax
required to be withheld in respect of the dividend received, or considered to
be received, by the foreign participant.
Reports to Participants
16. What reports are sent to participants in the Plan?
After an investment is made for a participant's account, whether by
reinvestment of dividends or by optional cash payment, the participant will be
sent a statement which will provide a record of the cost of the shares of
Common Stock purchased for that account, the date on which the shares were
purchased and the number of shares of Common Stock in that account. These
statements should be retained for income tax purposes. In addition, each
participant will be sent the same communications sent to every holder of
Common Stock, including the Corporation's Quarterly Reports, Annual Report,
Notice of Annual Meeting and Proxy Statement and income tax information for
reporting dividends paid.
Stock Certificates
17. Are certificates issued to participants for shares of Common Stock
purchased under the Plan?
Shares of Common Stock purchased under the Plan are registered in the
name of the Agent or its nominee, as agent for the participants in the Plan,
and certificates for such shares are not delivered to participants unless
requested. The number of shares of Common Stock credited to an account under
the Plan is shown on the participant's statement. Participants are thus
protected against loss, theft or destruction of stock certificates.
A certificate for any number of whole shares of Common Stock credited to
a participant's Plan account will be issued to the participant upon written
request to the Agent. Such requests will be handled by the Agent, normally
within two weeks, at no charge to the participant. Any remaining whole shares
and fraction of a share will continue to be credited to the participant's
account.
Shares of Common Stock while credited to the account of a participant
under the Plan may not be pledged, sold or otherwise transferred. A
participant who wishes to pledge, sell or transfer such shares must request
that a certificate for such shares first be issued in the participant's name.
A certificate for a fraction of a share will not be issued under any
circumstances.
18. What is the effect on a participant's Plan account if a participant
requests a certificate for whole shares of Common Stock held in the
account?
If a participant requests delivery of a certificate for whole shares of
Common Stock held in the participant's account, any remaining whole shares and
fraction of a share will continue to be credited to the participant's account,
and dividends on such shares will continue to be reinvested under the Plan.
In addition, if a participant maintains an account for reinvestment
<PAGE>
of dividends, all dividends on the shares of Common Stock for which a
certificate is requested would continue to be reinvested under the Plan so
long as such shares remain registered in the participant's name. If the
participant maintains a Plan account only for optional cash payments,
dividends on shares of Common Stock for which a certificate is requested would
no longer be reinvested under the Plan unless and until the participant
submits an Authorization Form to authorize reinvestment of dividends on Common
Stock registered in the participant's name (see Questions 6 and 8).
19. May Common Stock held in certificate form be deposited in a
participant's Plan account?
Yes. Common Stock certificates registered in a participant's name may
be surrendered to the Agent for deposit to the participant's Plan account.
This procedure enables participants to avoid the necessity of safekeeping
certificates. The participant should contact the Agent (see Question 4) for
the proper procedure to deposit certificates.
Common Stock certificates may be deposited in a participant's Plan
account whether or not the participant has previously authorized reinvestment
of dividends on Common Stock registered in the participant's name. However,
as with all other shares held in the participant's Plan account, all dividends
on any shares deposited will automatically be reinvested.
Withdrawal from the Plan
20. May a participant withdraw from the Plan?
Yes. The Plan is entirely voluntary, and a participant may terminate an
account at any time by providing written notice instructing the Agent to
terminate the account.
21. What happens when a participant terminates an account?
If a participant's notice of termination is received by the Agent at
least five business days prior to the record date for the next dividend
payment date, reinvestment of dividends will cease as of the date notice of
termination is received by the Agent. If the notice of termination is
received less than five business days prior to the record date for a dividend
payment date, the termination will not become effective until after the
investment of any dividends to be invested as of that date. Optional cash
payments can be refunded if the notice of termination is received by the Agent
at least two business days prior to the next dividend payment date.
When terminating an account, the participant may request that a stock
certificate be issued for all whole shares held in the account. As soon as
practicable after notice of termination is received, the Agent will send to
the participant (1) a certificate for all whole shares of Common Stock held in
the account and (2) a check representing any uninvested optional cash payments
remaining in the account and the value of any fractional share held in the
account. After an account is terminated, all dividends for the terminated
account will be paid to the shareholder unless the shareholder re-elects to
participate in the Plan.
<PAGE>
When terminating an account, the participant may request that all
shares, both full and fractional, credited to the Plan account be sold or that
certain of the shares be sold and a certificate be issued for the remaining
shares (see Question 23).
22. When may a shareholder re-elect to participate in the Plan?
Generally, a shareholder of record may re-elect to participate at any
time. However, the Agent reserves the right to reject any Authorization Form
on the grounds of excessive joining and withdrawing. Such reservation is
intended to minimize unnecessary administrative expense and to encourage use
of the Plan as a long-term shareholder investment service.
Sale of Shares
23. May a participant request that shares held in a Plan account be sold?
Yes. A participant may request that all or any part of the shares held
in a Plan account be sold either when an account is being terminated (see
Question 21) or without terminating the account. However, a fractional share
will not be sold unless the entire fractional share held in the account is
sold. If all shares (including any fractional share) held in a Plan account
are sold, the account will automatically be terminated, and the participant
will have to complete and file a new Authorization Form (see Questions 6
through 8) in order to again participate in the Plan.
Within seven days after receipt of a participant's written request to
sell shares held in a Plan account, the Agent will place a sell order through
a broker or dealer designated by the Agent. The participant will receive the
proceeds of the sale less any brokerage commission, transfer tax or other fees
incurred by the Agent allocable to the sale of such shares.
24. What happens when a participant sells or transfers all the shares of
Stock registered in the participant's name?
Once a shareholder becomes a participant in the Plan, the shareholder
may remain a participant even if the participant thereafter disposes of all
Common Stock registered in the participant's name. If a participant disposes
of all Common Stock registered in the participant's name, the participant may
continue to make optional cash payments, and the Agent will continue to
reinvest the dividends on the shares of Common Stock credited to the
participant's account under the Plan unless the participant notifies the Agent
that he or she wishes to terminate the account.
Other Information
25. What happens if the Corporation issues a stock dividend or declares a
stock split?
In the event of a stock split or a stock dividend payable in Common
Stock, the Agent will credit to the participant's Plan
<PAGE>
account the applicable number of whole and/or fractional shares of Common
Stock based both on the number of shares of Common Stock held in the
participant's Plan account and the number of shares of Common Stock registered
in the participant's own name as of the record date for the stock dividend or
split.
26. What happens if the Corporation has a rights offering?
If the Corporation has a rights offering in which separately tradable
and exercisable rights are issued to registered holders of Common Stock
(including the rights certificates issuable on the Distribution Date under the
Corporation's Shareholder Rights Plan), the rights attributable to whole
shares of Common Stock held in a participant's Plan account will be
transferred to the Plan participant as promptly as practicable after the
rights are issued. Rights attributable to fractional shares will be sold, and
the proceeds will be treated as an optional cash payment.
Rights attributable to shares of Common Stock registered in the
participant's own name will be treated in the same manner as rights
attributable to the shares of Common Stock of nonparticipating shareholders.
27. How are a participant's shares of Common Stock voted at shareholder
meetings?
Shares of Common Stock credited to the account of a participant under
the Plan are voted in the same manner as shares of Common Stock registered in
a participant's own name. Participants will receive proxy materials from the
Corporation for each shareholder meeting, including a proxy statement and a
form of proxy covering all whole and fractional shares of Common Stock
credited to the participant's Plan account and all shares of Common Stock
registered in the participant's own name as of the record date for the
meeting. Shares of Common Stock credited to a participant's Plan account may
also be voted in person at the meeting in the same manner as shares of Common
Stock registered in the participant's own name.
Since Pennsylvania law grants voting rights to the holder of record of
shares of Common Stock, direct voting by participants of the shares of Common
Stock held in their Plan accounts will be authorized by means of a proxy filed
by the Agent as agent for the Plan participants.
28. What is the responsibility of the Corporation and the Agent under the
Plan?
The Corporation and the Agent, in administering the Plan, are not liable
for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure
to terminate a participant's account upon such participant's death prior to
receipt by the Agent of notice in writing of such death, with respect to the
prices and times at which shares of Common Stock are purchased or sold for a
participant, or with respect to any fluctuation in market value before or
after any purchase or sale of shares.
<PAGE>
All notices from the Agent to a participant will be addressed to the
participant's last known address. Participants should notify the Agent
promptly in writing of any change of address.
The Agent may resign as administrator of the Plan at any time, in which
case the Corporation shall appoint a successor administrator. In addition,
the Corporation may replace the Agent with a successor administrator at any
time.
29. May the Plan be amended, suspended or terminated?
While the Corporation expects to continue the Plan indefinitely, the
Corporation may amend, suspend or terminate the Plan at any time. To the
extent practicable, any such amendment, suspension or termination will be
announced to participants at least 30 days prior to its effective date, and
any amendment will be deemed to be accepted by participants who do not
withdraw prior to the effectiveness of the amendment.
30. What happens if the Plan is terminated
If the Plan is terminated, each participant will receive (1) a
certificate for all whole shares of Common Stock held in the participant's
account and (2) a check representing the value of any fractional share held in
the participant's account and any uninvested optional cash payment held in the
account.
31. Who interprets and regulates the Plan?
The Corporation is authorized to issue such interpretations, adopt such
regulations and take such other action as may be reasonably designed to
effectuate the Plan. Any action to effectuate the Plan taken by the
Corporation or the Agent in the good faith exercise of its judgment will be
binding on participants.
32. Who bears the risk of market price fluctuations in the Corporation's
Common Stock?
In this regard, a participant's investment, both in shares held in the
Plan and in shares registered in the participant's own name, is no different
from that of nonparticipating shareholders. The participant bears the risk of
loss and has the opportunity for gain from market price changes with respect
to all such shares.
FEDERAL INCOME TAX CONSEQUENCES
Participants should consult their personal tax advisors with specific
reference to their own tax situations and potential changes in the applicable
law as to all Federal, state, local, foreign and other tax matters in
connection with the reinvestment of dividends and purchases of Common Stock
under the Plan, the participant's tax basis and holding period for Common
Stock acquired under the Plan and the character, amount and tax treatment of
any gain or loss realized on the disposition of Common Stock. The following
is only a brief summary of some of the principal Federal income tax
considerations applicable to the Plan.
In the case of shares of Common Stock purchased by the Plan from the
Corporation, participants will be treated for Federal income tax purposes as
having received a dividend
<PAGE>
equal to the full amount of the cash dividends payable on both the shares
registered in the participant's own name and the shares held in the
participant's Plan account, even though the amount of dividends reinvested is
not actually received in cash but instead is applied to the purchase of Common
Stock for the participant's Plan account. In the case of shares of Common
Stock purchased by the Plan in open-market transactions, the amount of
dividends received by a participant will include the full amount of the cash
dividends payable on both the shares registered in the participant's own name
and the shares held in the participant's Plan account and a pro-rata share of
the brokerage commissions paid by the Corporation in connection with the
Agent's purchase of the Common Stock on behalf of the participant.
A participant who makes an optional cash payment to the Plan is not
treated for Federal income tax purposes as receiving income by virtue of the
purchase of Common Stock with the optional cash payment, except that a
participant who makes an optional cash payment to the Plan will recognize
dividend income equal to a pro-rata share of brokerage commissions paid by the
Corporation on behalf of the participant if the Common Stock is acquired by
the Agent in an open-market transaction.
Each statement of account (see Question 16) will show the price per
share to the participant of Common Stock purchased with reinvested dividends
and/or optional cash payments. That price plus any brokerage commissions paid
by the Corporation (also shown on the statement) is the tax basis to the
participant of Common Stock acquired under the Plan. The statement of account
also will show the date on which Common Stock purchased under the Plan was
credited to the participant's account. A participant's holding period for
Common Stock purchased under the Plan generally will begin on the date
following the date on which Common Stock is credited to the participant's
account.
Information forms (Forms 1099-DIV) mailed to a Plan participant each
year by the Corporation will set forth the taxable dividends reportable for
Federal income tax purposes on Common Stock registered in a participant's own
name and on Common Stock credited to the participant's Plan account, including
any dividends reinvested under the Plan and brokerage commissions where
applicable. These dividends must be reported on the participant's Federal
income tax return. Dividends received by participants which are corporations
may be eligible for a 70% dividends received deduction if certain requirements
are satisfied. Corporate participants are encouraged to contact their tax
advisors regarding their specific situations.
Under certain circumstances, all or part of a dividend on the Common
Stock may not be taxable as a dividend for Federal income tax purposes but may
be determined to represent a return of capital to the shareholder. The amount
of such a return of capital would first reduce the tax basis of the Common
Stock to which the dividend is attributable to the extent of that tax basis,
and the excess, if any, would be treated as a gain from the disposition of
such Common Stock. The Corporation does not currently anticipate that any
dividends will represent a
<PAGE>
return of capital to a shareholder, but if all or part of a dividend should be
treated as a return of capital, the information forms (Forms 1099-DIV)
furnished to shareholders will show the portion of the dividend determined by
the Corporation to constitute a return of capital.
In general, any dividend reinvested under the Plan is not subject to
Federal income tax withholding. The Corporation or the Agent may be required,
however, to deduct as "backup withholding" 31 percent of all dividends paid to
any shareholder, regardless of whether such dividends are reinvested pursuant
to the Plan. Similarly, the Agent may be required to deduct backup
withholding from all proceeds from sales of shares held in a Plan account. A
participant is subject to backup withholding if: (1) the participant has
failed to properly furnish the Corporation and the Agent with his or her
correct tax identification number ("TIN"), (2) the Internal Revenue Service or
a broker notifies the Corporation or the Agent that the TIN furnished by the
participant is incorrect, (3) the Internal Revenue Service or a broker
notifies the Corporation or the Agent that backup withholding should be
commenced because the participant failed to report properly dividends paid to
him or her or (4) when required to do so, the participant fails to certify,
under penalties of perjury, that the participant is not subject to backup
withholding. Brokerage commissions which are considered dividends to a
participant will not be subject to backup withholding. Backup withholding
amounts will be withheld from dividends before such dividends are reinvested
under the Plan. Therefore, dividends to be reinvested under the Plan by
participants who are subject to backup withholding will be reduced by the
backup withholding amount.
A participant will not recognize any taxable income upon receipt of a
certificate for whole shares of Common Stock credited to the participant's
Plan account, whether upon request for such a certificate, upon the
participant's termination of a Plan account or upon termination of the Plan.
A participant may, however, recognize a gain or loss upon receipt of a cash
payment for a fractional share credited to a Plan account (see Question 21) or
when the shares held in that account are sold at the request of the
participant (see Question 23). A gain or loss may also be recognized upon a
participant's disposition of Common Stock received from the Plan. The amount
of any such gain or loss will be the difference between the amount received
for the whole or fractional shares and the tax basis of the shares.
Generally, gain or loss recognized on the disposition of Common Stock acquired
under the Plan will be treated for Federal income tax purposes as a capital
gain or loss.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
As of any time on or after the date of this Prospectus the following
documents filed by the Corporation with the Securities and Exchange Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
1. The latest Annual Report on Form 10-K filed by the Corporation
pursuant to Section 13 of the Exchange Act;
2. All other reports filed by the Corporation pursuant to Section
13 or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report on Form 10-K referred to above; and
3. The description of the Common Stock which is contained in the
Corporation's Current Report on Form 8-K dated July 31, 1992,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act on or after the date of this Prospectus and
prior to the termination of the offering of Common Stock through the Plan
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. In addition, any other
final prospectus filed by the Corporation after the date hereof under the
Securities Act of 1933 shall be deemed to be incorporated by reference in this
Prospectus if it contains (i) pro forma financial information required by Rule
3-05 and Article 11 of SEC Regulation S-X, (ii) restated financial statements
required by SEC Regulation S-X or (iii) any financial information required
because of a material disposition of assets outside the normal course of
business.
A copy of any or all of the documents referred to above which have been
incorporated by reference in this Prospectus (not including exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents) may be obtained by following the instructions under "Available
Information" above.
<PAGE>
EXPERTS
The restated consolidated financial statements of the Corporation for
the three years ended December 31, 1993 incorporated by reference to the
Corporation's Current Report on Form 8-K/A dated March 24, 1994 have been
audited by Ernst & Young, independent auditors, as stated in their report
included therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of Ernst & Young pertaining to such financial statements (to the
extent covered by consents filed with the SEC), given upon the authority of
such firm as experts in accounting and auditing.
LEGAL OPINION
The validity of the shares of Common Stock to which this Prospectus
relates has been passed upon for the Corporation by Reed Smith Shaw & McClay,
Mellon Square, 435 Sixth Avenue, Pittsburgh, Pennsylvania 15219.
No person has been authorized to give any information or to make any
representation other than as contained in this Prospectus in connection with
the offer contained herein, and, if given or made, such information or
representation must not be relied upon. Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances imply that
there has been no change in the affairs of the Corporation since the date
hereof. This Prospectus is not an offering of securities in any state in
which such an offering would be unauthorized.
KEYSTONE
FINANCIAL [LOGO]
P.O. Box 1653
Harrisburg, PA 17105-1653
717/233-1555
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an estimate of expenses to be incurred in connection
with the issuance and distribution of the Common Shares:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee.. $ 3,401
Printing, postage and mailing costs.................. 5,000
Accounting fees and expenses......................... 4,650
Legal fees and expenses.............................. 3,500
Plan Agent's fees.................................... 17,000
Miscellaneous........................................ 1,449
------
Total........................................... $35,000
======
</TABLE>
Item 15. Indemnification of Directors and Officers.
1. Pennsylvania Business Corporation Law. Sections 1741 and 1742 of
the Pennsylvania Business Corporation Law (the "BCL") provide that a business
corporation shall have the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
proceeding, if such person acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful. In the case of an action by or in the right
of the corporation, such indemnification is limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
has been adjudged to be liable to the corporation unless, and only to the
extent that, a court determines upon application that, despite the
adjudication of liability but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for the expenses that the court
deems proper.
BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, BCL Section 1743 provides that to the extent
that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding referred to
II-1
<PAGE>
above, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
BCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation
in defending any proceeding may be paid by the corporation in advance of the
final disposition of the proceeding upon receipt of an undertaking to repay
the amount advanced if it is ultimately determined that the indemnitee is not
entitled to be indemnified by the corporation.
BCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise, and that indemnification may be granted under any bylaw, agreement,
vote of shareholders or disinterested directors or otherwise for any action
taken or any failure to take any action whether or not the corporation would
have the power to indemnify the person under any other provision of law and
whether or not the indemnified liability arises or arose from any action by or
in the right of the corporation, provided, however, that no indemnification
may be made in any case where the act or failure to act giving rise to the
claim for indemnification is determined by a court to have constituted willful
misconduct or recklessness.
BCL Section 1747 permits a Pennsylvania business corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against any liability asserted
against such person and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify the person against such liability under the provisions described
above.
2. Indemnification By-Law. Section 8.01 of the registrant's By-Laws
(the "Indemnification By-Law") was adopted by the shareholders at their Annual
Meeting held on May 28, 1987 and became effective on that date. Under the
Indemnification By-Law, except as prohibited by law, every director and
officer of the registrant is entitled as of right to be indemnified by the
registrant against all expenses and liabilities incurred in connection with
any actual or threatened claim or proceeding, whether civil, criminal,
administrative, investigative or other, whether brought by or in the right of
the registrant or otherwise, in which the director or officer may be involved
in any manner, by reason of his being or having been a director or officer of
the registrant or by reason of the fact that he is or was serving at the
request of the registrant as a director, officer, employee, fiduciary or other
representative of another corporation or other entity. In an action brought
by a director or officer against the registrant, the director or officer is
only entitled to indemnification for expenses in certain circumstances. Each
director and officer is also entitled as of right to have his expenses in
defending an action paid in advance by the registrant prior to final
disposition of the action, subject to any obligation which may be imposed to
reimburse the registrant in certain events. The Indemnification By-Law
establishes a procedure whereby a director or officer may bring an action
against the registrant if a written claim for indemnification or advancement
of expenses is not paid by the registrant in full within thirty days after the
claim has been presented. The director or officer is also entitled to
advancement of expenses in this proceeding. The only defense to an action to
recover a claim for indemnification is that the indemnitee's conduct was such
that under Pennsylvania law the registrant is prohibited from indemnifying the
indemnitee. The only defense to an action to recover payment of expenses in
advance is failure by the indemnitee to make an undertaking to reimburse the
registrant if such an undertaking is required.
The Indemnification By-Law applies to every action, other than actions
filed prior to January 27, 1987, except that it does not apply to the extent
that Pennsylvania law does not permit its application to any breach or failure
of performance of duty by a director or officer occurring prior to January 27,
1987. Any amendment or repeal of the Indemnification By-Law will operate
prospectively only and will not affect any action taken, or failure to act, by
a director or officer prior to the adoption of such amendment or repeal.
3. Director and Officer Liability Insurance. The registrant maintains
director and officer liability insurance covering its directors and officers
with respect to liability which they may incur in connection with their
II-2
<PAGE>
serving as such, which liability could include liability under the Securities
Act of 1933. Under the insurance, the registrant is entitled to reimbursement
for amounts as to which the directors and officers are indemnified under the
Indemnification By-Law. The insurance may also provide certain additional
coverage for the directors and officers against certain liability even though
such liability is not subject to indemnification under the Indemnification By-
Law.
4. Indemnification Agreements. At their Annual Meeting held on May 28,
1987, the shareholders also approved a proposed form of Indemnification
Agreement to be entered into between the registrant and each of its present
and future directors and such other officers, employees and agents of the
registrant and its subsidiaries as shall be designated from time to time by
the Board of Directors.
The form of agreement provides essentially the same rights to
indemnification against liabilities and expenses as are provided in the
Indemnification By-Law. In addition, the form of agreement requires the
registrant to either maintain the liability insurance coverage currently in
effect for the benefit of the contractee or to hold the contractee harmless to
the full extent of such coverage.
Further, the form of agreement provides that if the full indemnification
claimed by the contractee may not be paid by the registrant because prohibited
by law and the registrant is jointly liable with the contractee as to the
matter for which indemnification was sought (or would be so liable if the
registrant were joined in such matter), the contractee has a right to
contribution from the registrant for the amount of any expenses and
liabilities incurred by the contractee as to such matter based on the relative
benefits received by the registrant and the contractee from the transaction
from which the liability arose and the relative fault of the registrant
(including the registrant's other directors, officers, employees or agents)
and the contractee in connection with the events which resulted in such
expenses or liability, as well as any other relevant equitable considerations.
Under the form of agreement, a contractee is entitled to the rights to
indemnification for expenses and liability, advancement of expenses and
contribution provided by the agreement notwithstanding any amendment or repeal
of the Indemnification By-Law. In addition, although a change in law
restricting indemnification rights would automatically restrict the
indemnification rights provided under the Indemnification By-Law, the form of
agreement provides that a change in law restricting indemnification rights
will not affect the rights of a contractee under the agreement unless the law
so requires.
Item 16. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page II-8.
Item 17. Undertakings.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
II-3
<PAGE>
or in the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 (the "1934 Act") that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) Filings incorporating subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Harrisburg, Pennsylvania, on the 28th day of
March, 1996.
KEYSTONE FINANCIAL, INC.
By /s/ Carl. L. Campbell
-----------------------
Carl L. Campbell, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl L. Campbell, Ben G. Rooke, George R. Barr,
Jr. and Laura H. Williams, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Carl L. Campbell President, Chief Executive March 28, 1996
- - ------------------------- Officer and Director
Carl L. Campbell
/s/ Mark L. Pulaski Senior Executive Vice President, March 28, 1996
- - ------------------------- Chief Administrative Officer and
Mark L. Pulaski Chief Financial Officer
/s/ Donald F. Holt Senior Vice President, Controller March 28, 1996
- - ------------------------- and Principal Accounting Officer
Donald F. Holt
/s/ A. Joseph Antanavage Director March 28, 1996
- - -------------------------
A. Joseph Antanavage
/s/ J. Glenn Beall, Jr. Director March 28, 1996
- - -------------------------
J. Glenn Beall, Jr.
II-5
<PAGE>
Signatures Capacity Date
---------- -------- ----
/s/ Paul I. Detwiler, Jr. Director March 28, 1996
- - -------------------------
Paul I. Detwiler, Jr.
/s/ Donald Devorris Director March 28, 1996
- - -------------------------
Donald Devorris
/s/ Richard W. Dewald Director March 28, 1996
- - -------------------------
Richard W. Dewald
/s/ Gerald E. Fields Director March 28, 1996
- - -------------------------
Gerald E. Field
/s/ William A. Gettig Director March 28, 1996
- - -------------------------
William A. Gettig
/s/ Walter W. Grant Director March 28, 1996
- - -------------------------
Walter W. Grant
Director March 28, 1996
- - -------------------------
Philip C. Herr II
/s/ Uzal H. Martz, Jr. Director March 28, 1996
- - -------------------------
Uzal H. Martz, Jr.
/s/ Max A. Messenger Director March 28, 1996
- - -------------------------
Max A. Messenger
/s/ William L. Miller Director March 28, 1996
- - -------------------------
William L. Miller
/s/ Robert R. Mitchell Director March 28, 1996
- - -------------------------
Robert R. Mitchell
/s/ Don A. Rosini Director March 28, 1996
- - -------------------------
Don A. Rosini
/s/ F. Dale Schoeneman Director March 28, 1996
- - -------------------------
F. Dale Schoeneman
II-6
<PAGE>
/s/ Ronald C. Unterberger Director March 28, 1996
- - -------------------------
Ronald C. Unterberger
/s/ G. William Ward Director March 28, 1996
- - -------------------------
G. William Ward
II-7
<PAGE>
EXHIBIT INDEX
-------------
(Pursuant to Item 601 of Regulation S-K)
<TABLE>
<CAPTION>
Page Number
in Sequential
Exhibit Numbering
No. Description and Method of Filing System
------- -------------------------------- -------------
<S> <C> <C>
4.1 Restated Articles of Incorporation of Keystone
Financial, Inc., as amended (filed as Exhibit 3.1
to the Annual Report on Form 10-K of Keystone
Financial, Inc. for the year ended December 31,
1994 and incorporated herein by reference thereto). NA
4.2 By-Laws of Keystone Financial, Inc., as amended to
May 14, 1992 (filed as Exhibit 3.2 to the Annual
Report on Form 10-K of Keystone Financial, Inc.
for the year ended December 31, 1992 and
incorporated herein by reference thereto). NA
4.3 Keystone Financial, Inc. Series A Junior
Participating Preferred Stock Rights Agreement
dated as of June 25, 1990 (filed as Exhibit 1 to
the Form 8-A Registration Statement of Keystone
Financial, Inc. dated January 25, 1990 and
incorporated herein by reference thereto). NA
4.4 Amendment No. 1 to Series A Junior Participating
Preferred Stock Rights Agreement dated as of
December 20, 1990 (filed as Exhibit 2 to the Form 8
Amendment of Keystone Financial, Inc. dated
December 20, 1990 and incorporated herein by
reference thereto). NA
The registrant hereby agrees to furnish to the
Commission upon request copies of the instruments
defining the rights of the holders of the long-
term debt of the registrant and its consolidated
subsidiaries.
5.1 Opinion of Reed Smith Shaw & McClay regarding the
legality of the shares of Common Stock being 26
registered (filed herewith).
23.1 Consent of Reed Smith Shaw & McClay (contained in
their opinion filed as Exhibit 5.1). NA
23.2 Consent of Ernst & Young LLP, independent auditors
(filed herewith). 28
23.3 Consent of Coopers & Lybrand L.L.P. (filed herewith) 29
23.4 Consent of Deloitte & Touche LLP (filed herewith) 30
23.5 Consent of KPMG Peat Marwick LLP (filed herewith) 31
24.1 Power of Attorney (set forth on Page II-5 of the
Registration Statement). NA
</TABLE>
<PAGE>
EXHIBIT 23.1
REED SMITH SHAW & MCCLAY
MAILING ADDRESS: 435 SIXTH AVENUE WASHINGTON, DC
P.O. BOX 2009 PITTSBURGH, PA 15219-1886 PHILADELPHIA, PA
PITTSBURGH, PA 15230-2009 412-288-3131 HARRISBURG, PA
McLEAN, VA
FACSIMILE 412-288-3063 PRINCETON, NJ
NEW YORK, NY
WRITER'S DIRECT DIAL NUMBER
March 29, 1996
Keystone Financial, Inc.
One Keystone Plaza
Front and Market Streets
P.O. Box 3660
Harrisburg, Pennsylvania 17105-3660
Re: Registration Statement on Form S-3 for the Registration of 300,000
shares of Common Stock to be Offered under the Dividend
Reinvestment Plan
------------------------------------------------------------------
Gentlemen:
We have acted as counsel to Keystone Financial, Inc., a Pennsylvania
corporation (the "Corporation"), in connection with the proposed sale by the
Corporation through its Dividend Reinvestment Plan (the "Plan") of up to
300,000 authorized but unissued or treasury shares of Common Stock, par value
$2.00 per share, of the Corporation ("Common Stock"). This opinion is being
furnished as an Exhibit to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by the Corporation with the Securities
and Exchange Commission for the purpose of registering such shares of Common
Stock under the Securities Act of 1933, as amended. In addition to such
shares, shares of Common Stock purchased by participants under the Plan may be
previously issued shares acquired for participants by the Plan Agent on the
open market.
In connection with this opinion, we have examined, among other things:
(1) the Corporation's Restated Articles of Incorporation and
Bylaws, as amended to date;
(2) the Registration Statement, including the prospectus (the
"Prospectus") which is a part thereof.
(3) the Plan as currently in effect and as set forth in the
Prospectus; and
(4) forms of resolutions adopted by the Board of Directors of the
Corporation in January 1994 and on March 28, 1996 authorizing the
issuance and sale through the Plan of the 300,000 shares of Common Stock
covered by the Registration Statement and reserving shares of Common
Stock for such purpose.
In rendering our opinion below, we have assumed that any previously
issued shares of Common Stock reacquired by the Corporation and reissued and
sold under the Plan will have been duly authorized, validly issued and fully
paid at the time of their original issuance.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as
we considered necessary in order to enable us to furnish this opinion, and
subject to the assumption set forth above, we are pleased to advise you that
in our opinion the 300,000 shares
<PAGE>
REED SMITH SHAW & McCLAY
Keystone Financial, Inc. -2- March 29, 1996
of Common Stock being registered and which may be issued and sold by the
Corporation under the Plan have been duly authorized, and upon such issuance
and sale in accordance with the provisions of the Plan such shares will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus under the
caption "Legal Opinion."
Yours truly,
/s/ Reed Smith Shaw & McClay
REED SMITH SHAW & McCLAY
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and the Prospectus of Keystone
Financial, Inc. for the registration of 300,000 shares of its common stock and
to the incorporation by reference therein of our report dated January 31, 1996
with respect to the consolidated financial statements of Keystone Financial,
Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
March 25, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 and the related Prospectus of Keystone Financial, Inc.
of our report dated January 14, 1994, except for Note 13 as to which the date
is January 18, 1994, on our audits of the consolidated financial statements of
The Frankford Corporation and subsidiaries for the year ended December 31,
1993, which report is included in the Annual Report on Form 10-K of Keystone
Financial, Inc. for the year ended December 31, 1995.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
March 22, 1996
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Keystone Financial, Inc. on Form S-3 of our report with respect to the
consolidated financial statements of Elmwood Bancorp, Inc. and subsidiary for
the year ended December 31, 1993, dated January 24, 1994, appearing in the
Annual Report on Form 10-K of Keystone Financial, Inc. for the year ended
December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 29, 1996
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EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
WM Bancorp:
We consent to the incorporation by reference in this Registration
Statement on Form S-3 and the related Prospectus of our report dated January
28, 1994, with respect to the consolidated financial statements of WM Bancorp
and subsidiaries for the year ended December 31, 1993, which report is
included in the Annual Report on Form 10-K of Keystone Financial, Inc. for the
year ended December 31, 1995.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Baltimore, Maryland
March 27, 1996
