KEYSTONE FINANCIAL INC
8-K, 1999-05-20
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) May 20, 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 May 20, 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:    May 20, 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
                   May 20, 1999.
<PAGE>


                                            For Further Information, Contact:

                                            Donald F. Holt
                                            Executive Vice President &
                                            Chief Financial Officer
                                            (717) 231-5704


                       Keystone Shareholders Support Board

Harrisburg,  PA,  May 20,  1999---  Shareholders  of  Keystone  Financial,  Inc.
(NASDAQ:  KSTN),  the fourth  largest  financial  institution  headquartered  in
Pennsylvania,  rejected  two  shareholder  proposals  opposed  by the  Board  of
Directors  at its  annual  meeting  today.  These proposals recommended that 
the board consider the sale or merger of the corporation and changes to
Keystone's Restated Articles of Incorporation and Bylaws.  

"We are pleased with the continued support of our shareholders",  commented Carl
L. Campbell,  Chairman and Chief Executive Officer.  "We remain optimistic about
the future of Keystone.  The  corporate  restructuring  efforts are  progressing
well,  and  we  appreciate  the   receptivity  of  our  customers  to  the  many
enhancements brought about by the restructuring".

Shareholders also ratified Ernst & Young LLP as the  corporation's  auditors for
1999 and reelected the following directors for terms expiring in 2002: A. Joseph
Antanavage,  Donald  Devorris,  Richard  G.  King,  Uzal H.  Martz  Jr.,  Max A.
Messenger, Don A. Rosini, and F. Dale Schoeneman.

In a separate action, the Board of Directors declared a regular cash dividend of
29 cents per share,  payable on July 20,  1999 to  shareholders  of record as of
July 9, 1999.

Keystone Financial, Inc. is the holding company for Keystone Financial Bank, NA,
which has 175 branches  throughout  Pennsylvania,  Maryland  and West  Virginia.
Keystone  also  operates  Martindale  Andres  & Co.,  an  investment  management
services provider;  Keystone Financial Mortgage Co.; MMC&P, a retirement benefit
services  firm;  Keystone  Brokerage,  Inc.,  offering  full service  investment
planning  and  discount  brokerage;  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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