KEYSTONE FINANCIAL INC
8-K, 1998-10-20
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) October 16, 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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<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 October 16, 1998.

                                       2
<PAGE>
 
                                   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:     October 20, 1998          Donald F. Holt                  
                                    Senior Vice President &
                                    Chief Financial Officer

                                       3
<PAGE>

EXHIBIT INDEX

Exhibit No.       Description
__________        _______________

  99.1            Press Release of Keystone Financial, Inc. dated
                  October 16, 1998.

                              4
<PAGE>                                   

                                         For Further Information Contact:



                                         Donald F. Holt, Sr. Vice President and
                                         Chief Financial Officer
                                         (717) 231-5704

FOR IMMEDIATE RELEASE

KEYSTONE FINANCIAL REPORTS IMPROVED THIRD QUARTER RESULTS

     HARRISBURG, PA, Oct. 16 -- Keystone Financial, Inc. (NASDAQ, NM: KSTN), the
third largest bank holding company headquartered in Pennsylvania, today reported
operating  results for the third  quarter and nine months ended  September,  30,
1998.

     Third quarter net income  reached  $25,581,000 or 50 cents per basic share,
compared with $24,600,000,  or 48 cents per basic share for the same period last
year.  Net income for the  nine-month  period  totaled  $74,998,000 or $1.46 per
basic share versus $62,353,000 or $1.21 per basic share in 1997. Results for the
nine months ended  September 30, 1997 included the impact of special  merger and
portfolio  restructuring  charges that reduced net income by $8.6 million, or 16
cents per basic  share.  For the first  nine  months of 1998,  return on average
assets was 1.46 percent and return on average equity was 14.72 percent.

     Assets at the close of the third quarter  reached $6.9 billion,  consisting
primarily of loans  totaling $4.6 billion.  Total  deposits were $5.1 billion at
September 30, 1998.

     "Fee-based  revenues remain  strong," Carl L. Campbell,  chairman and chief
executive officer, said. "However,  overall revenue growth is still a concern as
net  interest  margins  continue  to narrow.  We are  studying  ways to generate
greater  profitability,  and are  focusing on both  expanding  revenues  through
improving  our  execution  of  relationship  banking,  and lowering our costs by
boosting operating efficiency."

     Keystone  Financial,  Inc., with assets of approximately $6.9 billion,  has
seven member banks -- American Trust Bank, N.A., Cumberland, MD; Financial Trust
Company, Carlisle, 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
nearly 200 offices in  Pennsylvania,  Maryland and West Virginia.  Keystone also
operates  Martindale Andres & Co., an investment  management  services provider;
Keystone Financial Mortgage Co.; Keystone Brokerage, Inc., offering full-service
investment planning and discount brokerage; MMC&P, a retirement benefit services
firm; and a 24 hours a day, seven days a week Telephone Banking Center.

     For more  information,  visit the  company's  web site on the  Internet  at
www.keyfin. com.


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<PAGE>

Keystone Financial, Inc.
Financial Highlights (Unaudited)


                           For the Three Months Ended  For the Nine Months Ended
                           --------------------------  -------------------------
                               9/30/98       9/30/97     9/30/98     9/30/97(a)
                           -----------    -----------  ----------    ---------- 
Net income                  $25,581,000   $24,600,000  $74,998,000   $62,353,000

Basic Earnings Per Share         $.50          $.48        $1.46          $1.21

Diluted Earnings Per Share       $.50          $.47        $1.44          $1.19

Average shares outstanding   51,368,000    51,834,000   51,540,000    51,596,000


(a)   Includes  the  impact  of  second   quarter  1997  merger  and   portfolio
restructuring  charges which reduced net income by $8.6 million, or 16 cents per
share.


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