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) January 23, 1997
KEYSTONE FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-11460 23-2289209
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State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
One Keystone Plaza, P.O.Box 3660, Harrisburg, Pennsylvania 17105-3660
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(Address of principal executive offices) (ZIP CODE)
Registrant's telephone number including area code: (717) 233-1555
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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 January 23, 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.
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(Registrant)
Date: January 28, 1997
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Donald F. Holt
Senior Vice President &
Controller
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Keystone Financial, Inc. dated
January 23, 1997.
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January 23, 1997 Mark L. Pulaski
(717) 231-5702
KEYSTONE FINANCIAL ANNOUNCES PLANS FOR SHARE REPURCHASE
HARRISBURG, PA, January 23 - Keystone Financial, Inc., (NMS, NASDAQ:
KSTN), the fifth largest bank holding company headquartered in Pennsylvania,
today announced plans for repurchasing its stock.
Under terms of the existing program, announced in November 1995, the
Board of Directors authorized a common share repurchase program of up to 1.5
million shares.
In order to satisfy the pooling of interests accounting requirements
associated with the recently announced acquisition of Financial Trust Corp
(Financial Trust), the Board of Directors today amended the share repurchase
program to limit the maximum number of shares to be reacquired to 1.2 million,
with the repurchase program terminating no later than the closing date of the
Financial Trust merger. Shares repurchased under the program are to be held
as treasury stock for various corporate programs, including the funding of
existing employee benefit and share related plans. The company presently
holds approximately 326,000 shares in treasury under this program.
In a separate action, the Board of Directors also authorized the
repurchase of up to 1.5 million additional shares of Keystone common stock for
issuance in the previously announced acquisition of First Financial
Corporation of Western Maryland (First Financial). This transaction will be
accounted for as a purchase business combination. This repurchase program
will be completed no later than 30 days subsequent to closing.
"We remain committed to improving our performance and building value for
our shareholders," Carl L. Campbell, president and chief executive officer
said. "These share repurchase programs support the accomplishment of these
objectives," he added.
Keystone recently reported record results for the year ended December
31, 1996. Upon completion of the previously announced acquisitions of
Financial Trust, a bank holding company headquartered in Carlisle, PA, with
approximately $1.2 billion in assets and 48 community offices in seven
counties in Pennsylvania and Maryland, and First Financial, 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. The completion of both acquisitions is scheduled for later this
year.
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Keystone Financial has six member banks -- American Trust Bank, N.A.,
Cumberland, MD; Frankford 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 145 offices in Pennsylvania, Maryland and West Virginia.
Keystone also operates several non-banking companies providing specialized
services including Martindale Andres & Co., (asset management firm), West
Conshohocken, PA; Keystone Dealer Finance Center, Williamsport, PA, and
KeyCall Phone Banking Center, Cumberland, MD.
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