KEYSTONE FINANCIAL INC
8-K, 1998-01-22
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)    January 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




<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 January 16, 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)





Date:     January 22, 1998            Donald F. Holt
          ----------------          --------------------
                                    Senior Vice President &
                                    Corporate Controller






<PAGE>


EXHIBIT INDEX

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

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


<PAGE>


Contact:    Donald F.  Holt                                    January 16, 1998
            Senior Vice President &
            Corporate Controller
            (717) 231-5704


           KEYSTONE FINANCIAL REPORTS 4TH QUARTER/YEAR END RESULTS

      HARRISBURG, PA, January 16 - Keystone Financial, Inc.,  (NMS,NASDAQ:KSTN),
the fourth largest bank holding company  headquartered  in  Pennsylvania,  today
reported  operating  results for the fourth  quarter and year ended December 31,
1997.
      Net income for the fourth  quarter of 1997 reached  $25,564,000,  or $0.49
per share  versus  $22,789,000,  or $0.44 per share for the same period in 1996.
Net income for the year ended December 31, 1997 was  $87,917,000,  compared with
$89,506,000,  in 1996. Excluding the impact of the  acquisition-related  special
charges and portfolio restructuring losses taken during the second quarter, 1997
net income was $96,499,000  reflecting a 9% increase in basic earnings per share
from $1.72 in 1996 to $1.87,  representing  a return on  average  assets of 1.46
percent and a return on average equity of 14.54 percent.

      Assets at the close of 1997  increased to  $6,841,337,000,  compared  with
$6,450,579,000,  at the close of 1996. Loans increased to  $4,712,566,000,  from
$4,336,470,000   in  1996,   and  deposits   grew  to   $5,233,165,000,   versus
$5,059,721,000, during the same period.

<PAGE>

      "We are pleased with our 1997 performance.  These results reflect progress
in  advancing  our  relationship  banking  strategy,  expanding  our  market and
creating cost  efficiencies,"  Carl L. Campbell,  president and chief  executive
officer said. "We have a solid platform from which to generate  higher levels of
revenues from our growing array of specialized  financial products and services.
We are optimistic that as banking industry consolidation  continues,  our unique
blend of products,  personalized  service and financial strength will provide us
with opportunities for growth in 1998," he concluded.

      Keystone  Financial,  Inc., with assets of approximately  $6.8 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., West  Conshohocken,  PA, a company providing
investment management services,  Keystone Financial Mortgage Co., Lancaster, PA,
MMC&P, a retirement  benefit services firm,  Pittsburgh,  PA, Keystone Financial
Leasing  Corporation,  Exton, PA and Key Call Phone Banking Center,  Cumberland,
MD.
     For more  information,  visit the  company's  web site on the  Internet  at
www.keyfin.com

                                     ####

<PAGE>

Financial Highlights
(dollars in thousands, except per share data)
<TABLE>


                                              Quarter Ended December 31,            Year-To-Date
                                              --------------------------            ------------

Earnings                                       1997        1996       Change      1997         1996     Change
- -----------------------------------------------------------------------------------------------------------------------------------

<S>                                           <C>         <C>           <C>     <C>          <C>           <C>
Net Interest Income*                          $72,788     $69,012       5 %     $287,104   $271,092        6
Provision for Credit Losses                     3,544       3,778      (6)        15,316     10,713       43
Noninterest Income                             24,523      18,725      31         89,932     71,525       26
Noninterest Expense:
  As reported                                  55,329      49,475      12        225,990    196,245       15
  Excluding special charges                                                      214,580    196,245        9
Net Income:
  As reported                                  25,564      22,789      12         87,917     89,506       (2)
  Excluding special charges and portfolio
    restructuring losses                                                          96,499     89,506        8


Earnings Per Share:
  Basic:
    As reported                                 $0.49       $0.44      11 %        $1.70      $1.72       (1)%
    Excluding special charges and portfolio
      restructuring losses                                                          1.87       1.72        9
  Diluted                                        0.49        0.44      11           1.68       1.70       (1)
Dividends Per Share                              0.28        0.26       8           1.06       0.98        8


Performance Indicators
- ------------------------------------------------------------------------------------------------------------------------------------
Return on Average Assets:
  As reported                                    1.50 %      1.42 %                 1.33 %     1.43 %
  Excluding special charges and portfolio
    restructuring losses                                                            1.46       1.43

Return on Average Equity
  As reported                                   14.82 %     13.89 %                13.23 %    14.11 %
  Excluding special charges and portfolio
    restructuring losses                                                           14.54      14.11

Net Interest Margin                              4.56 %      4.58 %                 4.59 %     4.61 %

Provision for Credit Losses/Average Loans**      0.30        0.35                   0.33       0.26
Noninterest Expense/Revenues:
  As reported                                   58.57       56.39                  60.92      57.42

  Excluding special charges and portfolio
    restructuring losses                                                           57.83      57.42

</TABLE>

                                                  December 31,
                                                  ------------

At Period End                                 1997           1996
- --------------------------------------------------------------------------------
Investments                              $1,619,788        $1,590,052     2%
Loans                                     4,712,566         4,336,470     9
Total Assets                              6,841,337         6,450,579     6 
Deposits                                  5,233,165         5,059,721     3 
Shareholders' Equity                        685,485           660,406     4 

Book Value per Share                         $13.18            $12.70
Equity to Assets Ratio                        10.02 %           10.24 %
Risk Adjusted Capital/Assets Ratio            13.75             15.66


Asset Quality
- --------------------------------------------------------------------------------
Nonperforming Assets to Loans                       0.55 %                0.65 %
Loans 90 Days Past Due                              0.70                  0.46
- --------------------------------------------------------------------------------
    Total Risk Elements to Loans                    1.25 %                1.11 %
- --------------------------------------------------------------------------------
Allowance for Credit Losses to Loans                1.38 %                1.30 %
Allowance to Nonperforming Loans                     310                   285
Net Charge-Offs to Average Loans**                  0.29                  0.31

*Fully taxable-equivalent
**Annualized




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