<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-8
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
(Address of Principal Executive Offices) (Zip Code)
1994 EMPLOYEE STOCK OPTION PLAN OF NATIONAL AMERICAN BANCORP, INC.
(Full title of the plan)
---------------
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 and telephone number of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share* offering price fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
Common Stock, $2 par value.. 23,000 shs. $17.50 $402,500 $138.79
==========================================================================================
</TABLE>
* Pursuant to Rule 457(h)(1), the aggregate offering price and the
registration fee are computed upon the basis of the actual price at which the
options covering the shares being registered may be exercised.
==============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the registrant with the Securities and
Exchange Commission (File No. 0-11460) are incorporated by reference in this
Registration Statement:
(a) The registrant's latest annual report on Form 10-K filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(the "1934 Act");
(b) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered
by the annual report on Form 10-K referred to above;
(c) The description of the registrant's Common Stock which is
contained in the registrant'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 registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act on or subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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
II-1
<PAGE>
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
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
II-2
<PAGE>
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
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
II-3
<PAGE>
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 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on page II-9.
Item 9. 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 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 (1)(i) and (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 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.
II-4
<PAGE>
(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.
(h) Filing of Registration Statement of Form S-8.
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 6 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-5
<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-8 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-6
<PAGE>
/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. Field 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-7
<PAGE>
/s/ Ronald C. Unterberger Director March 28, 1996
- -------------------------
Ronald C. Unterberger
/s/ G. William Ward Director March 28, 1996
- -------------------------
G. William Ward
II-8
<PAGE>
KEYSTONE FINANCIAL, INC.
1994 Employee Stock Option Plan
of National American Bancorp, Inc.
---------------------
REGISTRATION STATEMENT
ON FORM S-8
---------------------
Exhibit Index
(Pursuant to Item 601 of Regulation S-K)
Page Number
in Sequential
Exhibit Numbering
No. Description and Method of Filing System
------- -------------------------------- -------------
4.1 Restated Articles of Incorporation of the
registrant, as amended to July 21, 1994
(incorporated herein by reference to Exhibit
4.1 to the registrant's Registration Statement
on Form S-8 No. 33-82088). N/A
4.2 By-Laws of the registrant, as amended to May 14,
1992 (incorporated herein by reference to
Exhibit 3.2 to the registrant's Form 10-K Annual
Report for the year ended December 31, 1992). N/A
4.3 Rights Agreement, dated as of January 25, 1990
(incorporated herein by reference to Exhibit 1 to
the registrant's Form 8-A Registration Statement
dated January 25, 1990 with respect to Series A
Junior Participating Preferred Stock Purchase
Rights). N/A
4.4 Amendment No. 1 to Rights Agreement, dated as of
December 20, 1990 (incorporated herein by reference
to Exhibit 2 to the registrant's Form 8 Amendment
dated December 20, 1990). N/A
5.1 Opinion of Reed Smith Shaw & McClay as to the
legality of the shares of Common Stock being
registered (filed herewith). 11
23.1 Consent of Reed Smith Shaw & McClay (included in
Exhibit 5.1 filed herewith). N/A
23.2 Consent of Ernst & Young LLP (filed herewith). 13
23.3 Consent of Coopers & Lybrand L.L.P. (filed herewith). 14
23.4 Consent of Deloitte & Touche LLP (filed herewith). 15
23.5 Consent of KPMG Peat Marwick LLP (filed herewith). 16
24.1 Power of Attorney (set forth on page II-6 of the
Registration Statement). N/A
<PAGE>
Exhibit 5.1
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
PRINCETON, NJ
FACSIMILE 412-288-3063 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, PA 17105-3660
Re: Registration Statement on Form S-8 for the 1994 Employee
Stock Option Plan of National American Bancorp, Inc.
--------------------------------------------------------
Gentlemen:
We have acted as counsel to Keystone Financial, Inc., a Pennsylvania
corporation (the "Corporation"), in connection with the above-captioned
Registration Statement (the "Registration Statement") relating to up to 23,000
shares of Common Stock, par value $2.00 per share, of the Corporation (the
"Common Stock") which may be issued upon exercise of stock options (the
"Options") assumed by the Corporation in connection with the merger of
National American Bancorp, Inc. ("NAB") into the Corporation. Either
authorized but unissued or treasury shares of Common Stock may be issued upon
the exercise of the Options. In rendering our opinion below, we have assumed
that any previously issued shares reacquired by the Corporation and reissued
under the Options will have been duly authorized, validly issued and fully
paid at the time of their original issuance.
In connection with this opinion, we have examined, among other things:
(1) a form of resolutions adopted by the Board of Directors of
the Corporation on March 28, 1996 authorizing the issuance of up to
23,000 shares of Common Stock upon exercise of the Options and reserving
23,000 shares of Common Stock for such purpose;
(2) the Restated Articles of Incorporation and Bylaws of the
Corporation, as amended to date; and
(3) a copy of NAB's 1994 Employee Stock Option Plan under which
the Options were granted, together with the forms of the Notices of
Grant of Stock Options evidencing such Options dated April 4, 1994
(collectively, the "Stock Option Documents").
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 23,000 shares of Common Stock being registered and which
may be issued by the Corporation upon exercise of the Options have been duly
authorized, and upon such exercise and such issuance in accordance with the
provisions of the Stock Option Documents, such shares will be validly issued,
fully paid and nonassessable.
<PAGE>
REED SMITH SHAW & McCLAY
Keystone Financial, Inc. -2- March 29, 1996
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 incorporation by reference in the Registration
Statement (Form S-8) of Keystone Financial, Inc. for the registration of
23,000 shares of its common stock pertaining to the 1994 Employee Stock Option
Plan of National American Bancorp, Inc. of our report dated January 31, 1996,
with respect to the consolidated financial statements of Keystone Financial,
Inc. and subsidiaries incorporated by reference 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-8 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-8 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
<PAGE>
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-8 of Keystone Financial, Inc. of our report dated January
24, 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
