SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 20, 1996
KEYSTONE FINANCIAL, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 0-11460 23-2289209
- ------------------------------------------------------------------------------
State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
One Keystone Plaza, P.O.Box 3660, Harrisburg, Pennsylvania 17105-3660
- ------------------------------------------------------------------------------
(Address of principal executive offices) (ZIP CODE)
Registrant's telephone number including area code: (717) 233-1555
1
<PAGE>
Item 5. Other Events
The following document is filed as an exhibit to this Form 8-K:
I. Press Release of Keystone Financial, Inc.
dated December 20, 1996.
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Keystone Financial, Inc.
------------------------------
(Registrant)
2
<PAGE>
Date: December 24, 1996 /s/ Donald F. Holt
----------------- -----------------------
Donald F. Holt
Senior Vice President &
Controller
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ---------- ---------------
99.1 Press Release of Keystone Financial, Inc. dated
December 20, 1996.
<PAGE>
Press Release - for Immediate Release For Further Information Contact:
December 20, 1996 Mark L. Pulaski
(717)231-5702
KEYSTONE FINANCIAL AGREES TO ACQUIRE
FINANCIAL TRUST CORP
HARRISBURG, PA, December 20, 1996--Keystone Financial, Inc.,
(NM:NASDAQ:KSTN), the fifth largest bank holding company in Pennsylvania, today
announced that it has signed a definitive agreement to acquire Financial Trust
Corp, (NM:NASDAQ:FITC), Carlisle, PA.
Financial Trust, a bank holding company with four member banks and
approximately $1.2 billion in assets, operates 48 community offices in seven
counties in Pennsylvania and Maryland. Financial Trust's banking subsidiaries
include, Financial Trust Company, Carlisle, PA; Chambersburg Trust Company,
Chambersburg, PA; First National Bank and Trust Company, Waynesboro, PA; and
Washington County National Bank, Williamsport, MD. For the nine month period
ended September 30, 1996, Financial Trust reported net income of $15.1 million,
or $1.77 per share, which produced a return on average assets of 1.73% and a
return on average equity of 14.20%.
Under terms of the agreement, each share of Financial Trust will be
converted into 1.65 shares of Keystone, pursuant to a fixed exchange ratio.
Based on the $26.50 per share closing bid price of Keystone on December 19,
1996, the value per share of Financial Trust approximates $43.73 and aggregates
$371 million.
"Financial Trust is an outstanding banking organization, with a proud
history of excellence in customer service and financial performance. The market
area of Financial Trust, which is strong and growing, is an excellent fit with
Keystone's existing franchise," Carl L. Campbell, president and chief executive
officer of Keystone said. "Our association with Financial Trust significantly
strengthens our market position in Central Pennsylvania and Maryland, and
affords us opportunities to achieve operating economies and enhanced revenue
growth arising from a wider distribution of our products and services. The
merger is expected to contribute to earnings per share growth in 1998," he
concluded.
"Keystone is a super-community banking organization committed to service
to the customer and the community. This committment has been an important
ingredient in their success and should facilitate the smooth integration of our
two institutions," Ray L. Wolfe, chairman and chief executive officer of
Financial Trust commented. "Our complementary cultures and solid financial
records, combined with the strength of Keystone's expanded product line, cause
us to be excited about our future prospects," he concluded.
-more-
<PAGE>
The agreement is subject to approval by regulatory agencies and
shareholders of both Financial Trust and Keystone Financial. Completion of the
merger is expected during the first half of 1997. At that time, Mr. Wolfe will
serve as chairman of the board of Keystone, and he and two other Financial Trust
directors will join the Keystone Board of Directors. Concurrent with closing,
Keystone expects to record a pre-tax charge of approximately $10 million to
cover merger-related expenses.
Keystone Financial has five member banks -- American Trust Bank,
N.A.,Cumberland, MD; Frankford Bank, N.A., Horsham, PA; Mid-State Bank, Altoona,
PA; Northern Central Bank, Williamsport, PA; and Pennsylvania National Bank,
Pottsville, PA--which together operate 147 offices in Pennsylvania, Maryland and
West Virginia. Keystone also operates several non-banking companies providing
specialized services including Keystone Financial Mortgage Company, Lancaster,
PA; Martindale Andres & Co., (asset management firm), West Conshohocken, PA;
Keystone Dealer Finance Center, Williamsport, PA, and KeyCall Phone Banking
Center, Cumberland, MD.
Upon completion of the acquisition of Financial Trust and the previously
announced acquisition of First Financial Corporation of Western Maryland, a
thrift holding company headquartered in Cumberland, MD with approximately $345
million in assets, the assets of Keystone will increase 30% to approximately
$6.7 billion and Keystone will operate over 200 offices in Pennsylvania,
Maryland and West Virginia.
####
<PAGE>
