KEYSTONE FINANCIAL INC
8-K, 1997-07-21
NATIONAL COMMERCIAL BANKS
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                       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)    June 30, 1997



                            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



<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 July 18, 1997.





                                   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)



Date:     July 18, 1997             Donald. F. Holt
          ----------------          -----------------------
                                    
                                    Senior Vice President &
                                    Controller


<PAGE>

EXHIBIT INDEX

Exhibit No.       Description
- ----------        ---------------

  99.1            Press Release of Keystone Financial, Inc. dated
                  July 18, 1997.



<PAGE>

     
                                                                 July 18, 1997

Contacts:
Mark L. Pulaski                                   Donald F.  Holt
Senior Executive Vice President                   Senior Vice President
Chief Financial Officer                           Corporate Controller
(717) 231-5702                                    (717) 231-5704


              KEYSTONE FINANCIAL REPORTS SECOND QUARTER RESULTS

HARRISBURG, PA, July 18--Keystone Financial, Inc.,(Keystone)(NASDAQ,NM:KSTN), 
the fourth largest bank holding  company  headquartered  in  Pennsylvania,  
today reported operating results for the second quarter and six months ended 
June 30, 1997.

During the second quarter, Keystone completed the mergers of Financial Trust 
Corporation, (Financial Trust) and First Financial Corporation of Western 
Maryland, (First Financial).  The merger of Financial Trust, which was 
consummated on May 30, 1997, was accounted for under the pooling of
interests method of accounting and as such, all prior period information has 
been restated to include Financial Trust.  The merger of First Financial, which
was consummated on May 29, 1997, was accounted for under the purchase method of
accounting.

Second quarter net income was  $14,982,000,  or 29 cents per share,  compared to
$22,769,000,  or 43 cents per share for the same period  last year.  Results for
the second  quarter  included the impact of the  previously  announced
special charges associated with the merger of Financial Trust. These
charges,  which  totaled  $11.4  million, included  the  estimated expenses for
professional   services,   employment matters, system conversions and 
occupancy and equipment.  Additionally,  approximately  $500,000  of  investment
securities losses were incurred as a result of post-consummation portfolio 
restructuring.  Together, these items reduced quarterly net income by $8.6 
million or 17 cents per share.

Net  income for the six months  was  $37,753,000,  or 73 cents per share  versus
$44,430,000, or 85 cents per share for the comparable  period of the prior year.
At the close of the first six months of 1997,  return on average  assets was 
1.17% and return on average  equity was  11.73%.  Excluding  the impact of the 
special charges and investment securities losses taken during the second
quarter, return on average assets  was 1.44%  and  return on  average  equity 
was 14.35% for the first six months of 1997 versus 1.45% and 14.23%,
respectively for the same period in 1996.
                              
Assets at the close of the second  quarter  were  $6,880,835,000,  an 11 percent
gain from $6,208,952,000 at the end of the second quarter of 1996. Deposits grew
to  $5,311,487,000  from  $5,023,455,000  at the end of the first six  months of
1996, and loans increased to $4,592,755,000 from $4,155,048,000  during the same
period in 1996.

"We are  pleased  with  our  achievements  during  the  quarter,  including  the
completion of the  mergers of both Financial Trust and First Financial, which  
together added over $1.5 billion in assets  and  significantly  increased  our 
customer base in central Pennsylvania  and  Maryland,"  Carl L. Campbell, 
president and chief executive officer commented.  "The strength of our core
operating  results and the planned  integration of our new  partners, 
including  anticipated  operating  efficiencies,  cause us to be optimistic 
about the future," he concluded.

Keystone  Financial,  has  nine  member  banks --  American  Trust  Bank,  N.A.,
Cumberland,  MD; Chambersburg Trust Company,  Chambersburg,  PA; Financial Trust
Company,  Carlisle,  PA;  First  National  Bank and Trust Co.,  Waynesboro,  PA;
Keystone  Bank,  N.A.,  Horsham,  PA;  Keystone  National Bank,  Lancaster,  PA;
Mid-State  Bank,  Altoona,  PA;  Northern  Central Bank,  Williamsport,  PA; and
Pennsylvania National Bank, Pottsville,  PA-- which together operate 200 offices
in Pennsylvania,  Maryland and West Virginia.  Keystone also operates Martindale
Andres & Co., West Conshohocken,  PA, a company providing investment  management
services;  as well as other divisions  including Keystone Dealer Finance Center,
Williamsport, PA, and KeyCall Phone Banking Center, Cumberland, MD.
 

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