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) November 20, 1998
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
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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 November 20, 1998.
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)
November 23, 1998 Donald F. Holt
___________________ _____________________________
Date: Senior Vice President &
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
___________ ___________
99.1 Press Release of Keystone Financial, Inc. dated
November 20, 1998.
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CONTACT:
Donald F. Holt November 20, 1998
Senior Vice President &
Chief Financial Officer
(717) 231-5704
Keystone Financial to unify seven banks under single operation, single name;
stock repurchase announced
HARRISBURG, Pa.-Keystone Financial, Inc. (NASDAQ:KSTN) today announced plans to
unify its seven banks under a single charter and a single name-Keystone
Financial Bank, N.A. The board of directors approved the plan at a November 19
meeting. At the same meeting, the board of directors approved an increase in
Keystone's quarterly dividend for the fourth quarter, and announced a
common-stock repurchase program.
The announced changes will reduce organizational complexity and simplify the way
Keystone delivers products and services to its customers. Chairman and CEO Carl
L. Campbell said, "We will offer our products and services under a single,
recognizable bank brand and deliver them directly to customers in a consistent
way through our established 28 local market teams."
The success of our market teams to date is an important reason leading us to
take this step," Campbell added. "Our market teams will continue to be the
critical factor in our success in the future. By making our local teams the
primary method of delivery, we are actually moving closer to our customers. We
are very much continuing our commitment to relationship banking. Decision-making
will be even more local than before."
He said Keystone is evolving into a complete financial-services company and the
change in structure will facilitate and support this evolution. "To become a
fully integrated provider of financial services-and help our customers make
sense of it all-we must operate in a seamless environment under a common
identity that customers recognize and trust," he explained.
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Keystone Financial to unify seven banks, page 2
"Most of the operational changes to come will be virtually invisible to the
customer, but there will be many other changes that customers will see...and
like," Campbell said. For example, he noted that all customers in the system
will be able to do business through a total of 175 offices and 476 ATMs in
Pennsylvania, Maryland, and West Virginia. The reorganization also will provide
greater flexibility in the integration of other delivery channels such as
telephone and Internet banking.
An application to change the charter has been filed and regulatory approval is
expected by the end of this year. The transition is expected to take nine months
to a year.
The reorganization is anticipated to reduce ongoing operating costs by
approximately 10 percent. A reduction in staffing will be necessary, some of
which will be handled by normal attrition. Keystone will take a one-time charge
in the first quarter of 1999 to cover severance, signage, data conversion, and
other marketing and regulatory costs associated with the restructuring.
The approved increase in Keystone's quarterly dividend, from $0.28 to $0.29, is
for the fourth quarter. The dividend will be paid on January 20, 1999, to
shareholders of record as of January 9, 1999.
Also announced is a common-stock repurchase program of up to 3 million shares.
"The decision to repurchase shares is a tangible sign of our confidence in the
restructuring and our prospects for enhanced performance in the future,"
Campbell said.
With assets of approximately $6.9 billion, Keystone Financial, Inc., is the
third-largest bank holding company headquartered in Pennsylvania. The seven
banks in the Keystone system were created from the merger of 39 banks since the
mid-1980s. The next step of the evolution is the consolidation of the seven into
one bank. Currently, Keystone's banks operate as individually chartered and
named affiliates:
* Financial Trust Company, based in Carlisle.
* Pennsylvania National Bank, based in Pottsville.
* Northern Central Bank, based in Williamsport.
* Mid-State Bank, based in Altoona.
* Keystone Bank, based in Horsham.
* Keystone National Bank, based in Lancaster.
* American Trust Bank, based in Cumberland, Md.
Keystone Financial also operates Martindale Andres & Co., an
investment-management services provider; Keystone Financial Mortgage Co.;
Keystone Brokerage Inc., a full-service investment planning and discount
brokerage service firm; MMC&P, a retirement-benefit services firm; and a 24-hour
Telephone Banking Center. For more information, Keystone Financial can be
reached on the Internet at www.keyfin.com.
Radio reporters: If you would like an audio sound bite of Carl L. Campbell,
Chairman and CEO, please call 1-877-534-5000.
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Keystone Financial to unify seven banks, page 3
This news release contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). This
statement is included for the express purpose of availing Keystone Financial of
the protections of the safe harbor provision of the PSLRA. Management's ability
to predict results or the effect of future plans is inherently uncertain and is
subject to factors that may cause actual results to differ materially from those
projected. Factors that could affect the actual results include the ability of
Keystone Financial to effectively implement its reorganization plans within the
anticipated timeframe.
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