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) May 30, 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 2. Acquisition or Disposition of Assets
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On May 30, 1997, Financial Trust Corp (Financial Trust) was
merged with and into the registrant, Keystone Financial, Inc.
(Keystone). The total assets of Financial Trust were
approximately $1.2 billion at March 31, 1997.
The merger of Financial Trust with Keystone was consummated
pursuant to the Agreement and Plan of Reorganization and the
Agreement and Plan of Merger which were approved at a special
meeting of the shareholders of Financial Trust held on May 7,
1997 and the annual meeting of shareholders of Keystone held on
May 8, 1997. Pursuant to the agreements, the approximately
8,496,000 outstanding shares of Financial Trust common stock were
converted in the merger into approximately 14,018,400 shares of
common stock of the registrant at the conversion ratio of 1.65
shares of the registrant for each Financial Trust share.
For further information concerning the transaction, reference is
made to the caption "FTC Plan of Merger" in the Joint Proxy
Statement/Prospectus for such meetings included in Amendment No. 2
to Keystone's Form S-4 Registration Statement (No. 333-20283)
filed with the Securities and Exchange Commission on March 27,
1997, and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired.
Financial Trust Corp
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Consolidated Balance Sheets at December 31, 1996 and
1995
Consolidated Statements of Income for the three years
ended December 31, 1996
Consolidated Statements of Shareholders' Equity for the
three years ended December 31, 1996
Consolidated Statements of Cash Flows for the three years
ended December 31, 1996
Notes to Consolidated Financial Statements
Report of Beard & Company, Inc., Independent Auditors
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Incorporated by reference to Item 8 of the Form 10-K of Financial Trust Corp
(Commission File No. 0-10756) for the year ended December 31, 1996.
Report of Ernst & Young LLP, Independent Auditors
Incorporated by reference to Exhibit 28a to the Form 10-K of Financial Trust
Corp (Commission File No. 0-10756) for the year ended December 31, 1996.
Consolidated Balance Sheets at March 31, 1997 and December 31,
1996 (unaudited)
Consolidated Statements of Income for the three months ended
March 31, 1997 and 1996 (unaudited)
Consolidated Statements of Cash Flows for the three months ended
March 31, 1997 and 1996 (unaudited)
Notes to Consolidated Financial Statements (unaudited)
Incorporated by reference to Item 1 of the Quarterly Report on Form 10-Q of
Financial Trust Corp (Commission File No. 0-10756) for the quarter ended March
31, 1997
(b) Pro Forma Financial Information
Information Concerning the Pro Forma Combined Financial Data
Keystone Financial, Inc. and Financial Trust Corp, Pro Forma
Combined Condensed Statement of Condition as of December 31, 1996
(unaudited)
Keystone Financial, Inc. and Financial Trust Corp, Pro Forma
Combined Condensed Statements of Income for the years ended
December 31, 1996, 1995, and 1994 (unaudited)
Incorporated by reference to the caption "Pro Forma Combined Financial
Information" appearing at pages 43 through 45 of the Joint Proxy Statement/
Prospectus included in Amendment No. 2 to Keystone's Form S-4 Registration
Statement (No. 333-20283) filed with the Securities and Exchange Commission
on March 27, 1997.
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Pursuant to the requirements of Form 8-K, the pro forma financial information
as of March 31, 1997 and for the three-month periods ended March 31, 1997 and
1996 required by Article 11 of Regulation S-X will be filed within 60 days of
June 14, 1997.
(c) Exhibit Index
An exhibit index, containing a list of all exhibits filed with this report,
is included at page 6.
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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: June 12, 1997 Donald F. Holt
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Senior Vice President, Controller
and Chief Accounting Officer
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EXHIBIT INDEX
Exhibit
No. Description and Method of Filing Page
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2.1 Agreement and Plan of Reorganization and Agreement ---
and Plan of Merger dated as of December 19, 1996
between Keystone Financial, Inc. and Financial Trust
Corp filed as Exhibit 2.1 of the Form S-4 of
Keystone Financial, Inc. (Commission File No. 333-
20283) on January 23, 1997; and incorporated herein
by reference thereto.
23.1 Consent of Beard & Company, Inc. (filed herewith). 7
23.2 Consent of Ernst & Young LLP (filed herewith). 8
99.1 Joint Proxy Statement/Prospectus dated March 28, ---
1997 of Keystone Financial, Inc. (Included in
Amendment No. 2 to the Registration Statement on
Form S-4 of Keystone Financial, Inc. (No. 333-
20283)and incorporated herein by reference thereto).
99.2 Form 10-K of Financial Trust Corp (Commission File ---
Number 0-10756) for the year ended December 31, 1996
incorporated herein by reference thereto.
99.3 Quarterly Report on Form 10-Q of Financial Trust ---
Corp(Commission File No. 0-10756) for the quarter
ended March 31, 1997, incorporated herein by
reference thereto.
The 1996 Form 10-K and the March 31, 1997 Quarterly
Report on Form 10-Q of Financial Trust Corp except
for the portions thereof incorporated by reference
in Item 7(a) hereof, are furnished for the information
of the Commission and are not to be considered a part
of this Report.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Current Report (Form
8-K) of our report dated February 28, 1997, with respect to the consolidated
financial statements of Financial Trust Corp and subsidiaries for the year
ended December 31, 1996 included in its Annual Report (Form 10-K), filed with
the Securities and Exchange Commission.
Beard & Company, Inc.
Reading, Pennsylvania
June 10, 1997
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Current Report on Form 8-K
of Keystone Financial, Inc. of our report dated March 1, 1996, with respect to
the consolidated financial statements of Financial Trust Corp and subsidiaries
as of December 31, 1995, and for each of the two years in the period then
ended included in its Annual Report (Form 10-K) for the year ended December
31, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Harrisburg, Pennsylvania
June 10, 1997
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