KEYSTONE FINANCIAL INC
8-K, 1999-09-29
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) September 29, 1999

                            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 September 29, 1999.



                                   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:    September 29, 1999              Donald F. Holt
                                         _______________________________
                                         Executive Vice President &
                                         Chief Financial Officer



<PAGE>

EXHIBIT INDEX

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

  99.1            Press Release of Keystone Financial, Inc. dated
                   September 29, 1999
<PAGE>


                                           For further information, contact:
                                           Donald F. Holt,
                                           Executive Vice President &
                                           Chief Financial Officer
                                           (717) 231-5704

                        KEYSTONE ISSUES EARNINGS UPDATE

HARRISBURG,   PA  -  Keystone  Financial,  Inc.  today  discussed  its  earnings
expectations  for the rest of the year and other related  issues,  including the
unfavorable impact of lower-than-expected  retail loan volume and higher funding
costs. Chief Executive Officer Carl L. Campbell noted,  however,  that growth of
noninterest  income  remained  strong and said he was confident  about  emerging
signs of improved performance.

Keystone  anticipates  full-year  earnings per share of approximately  $1.90 for
1999,  a slight  decline  from  $1.92  reported  in 1998.  These  estimates  are
exclusive of previously  announced  special  charges  associated with Keystone's
internal  restructuring  that are  expected  to  reduce  earnings  per  share by
approximately $0.32 in 1999.

In late 1998,  Keystone  announced  plans to  combine  its seven  separate  bank
charters in order to reduce  costs and achieve a more  cohesive  presence in its
operating market, which includes most of central Pennsylvania, western Maryland,
and northern West Virginia.  Over the last nine months, Keystone has executed on
its plan to reduce operating expenses by 10% by combining the seven charters and
will  complete  the process of  consolidation  by the end of 1999.  Cost-savings
efforts have progressed according to plan.

"As we entered 1999, we recognized that our restructuring  plans would require a
transitional phase that, when completed, would reposition Keystone in its market
and lay the groundwork for future growth and expansion,"  said Campbell.  "While
we are disappointed that we are not seeing more immediate improvement in overall
performance,  we remain optimistic about our consolidation  efforts. We are also
beginning  to  see  positive   signs  in  the  execution  of  our  more  focused
line-of-business  approach in the  commercial,  consumer,  and asset  management
product lines," he added.

During the quarter,  Keystone introduced major promotions in both the commercial
and consumer  sectors in order to expand customer  knowledge of its capabilities
and to leverage its localized expertise and convenient delivery channels. At the
same time, Keystone has executed on a strategy to mitigate the impact on funding
costs of further interest rate increases.  Other sources of noninterest  revenue
growth such as asset management services,  electronic banking fees, and sales of
financial products remain strong and are likely to reach targeted objectives.

Keystone  recently launched the marketing of its new identity in its traditional
markets in order to expand customer  awareness of the menu of financial services
available through its expansive  delivery  network.  These marketing efforts are
being  coordinated  with  the  conversions  of  separate  bank  systems  and the
introduction  of the  Keystone  brand,  each of which are major  elements of the
restructuring  plan.  Products  and services  provided  through  Keystone's  170
community  offices  include  commercial  and consumer  banking  services,  asset
management services such as trust and estate planning,  and an expanded array of
investment vehicles such as annuities,  mutual funds,  insurance  products,  and
brokerage services.  Additionally,  Keystone offers many of its services through
the largest  network of automated  teller machines in its market and through its
fully-functional telephone service center.

Campbell  closed by  commenting,  "We  remain  committed  to our  reorganization
objectives and are confident about our future."

This news release  contains  forward-looking  information.  Various  factors may
cause actual results to differ materially from estimates  contained herein. Such
factors include,  but are not limited to, prevailing  economic  conditions,  the
general interest rate environment,  competitive factors in the marketplace,  and
business risk associated with credit extension and fiduciary activities.



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