Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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KEYSTONE FINANCIAL, INC.
(Exact name of registrant as specified in its governing instruments)
Pennsylvania 23-2289209
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Keystone Plaza, Front and Market Streets
P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660 (717) 233-1555
(Address of Principal Executive Offices) (Telephone number)
Ben G. Rooke, Esquire, Keystone Financial, Inc.
One Keystone Plaza, Front and Market Streets
P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660
(717) 231-5701
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |X|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share * offering price* fee
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<S> <C> <C> <C> <C>
Common Stock, $2 par value... 725,000 shs. $33.125 $24,015,625 $8,281.25
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* Estimated solely for purposes of calculating the registration fee and
calculated, pursuant to Rule 457(c), on the basis of the average of the high and
low sale prices for the registrant's Common Stock on the NASDAQ Stock Market,
Inc. on March 31, 1998, as reported in the Wall Street Journal.
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</TABLE>
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PROSPECTUS
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Keystone Financial, Inc.
Dividend Reinvestment Plan
Common Stock
This Prospectus describes the Dividend Reinvestment Plan of Keystone Financial,
Inc. The plan provides Keystone shareholders a convenient way to buy additional
shares of common stock by reinvesting dividends or making optional cash
payments. Plan participants pay no brokerage commissions or other expenses.
The plan agent may purchase shares for participants either from Keystone or on
the open market. The price to plan participants as of any dividend payment date
will be the weighted average price of all shares purchased for that date. The
price of shares purchased from Keystone will be the average of the high and low
reported NASDAQ sales prices on the date of purchase.
Keystone's common stock is listed in the National Market System of the NASDAQ
Stock Market. Its trading symbol is KSTN.
Keep this prospectus for future reference.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the common stock or determined if this
prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
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Keystone Financial, Inc.
P.O. Box 3660
Harrisburg, PA 17105-3660
(717) 233-1555
April 2, 1999
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THE PLAN
Purpose and advantages
1. What is the purpose of the plan?
The purpose of the plan is to give shareholders of record a simple and
convenient way to buy additional shares of common stock.
2. How can I purchase common stock under the plan?
If you are a shareholder of record of Keystone common stock, you can:
- have all cash dividends on shares registered in your name automatically
reinvested in additional shares of common stock,
- continue to receive cash dividends on the shares registered in your
name and purchase common stock by making optional cash payments of
not less than $100 per payment nor more than $5,000 per dividend
payment date, or
- invest both cash dividends and optional cash payments.
3. What are the advantages of the plan?
Your dividends and optional cash payments are fully invested because:
- You do not have to pay brokerage commissions or other expenses,
- You can buy fractional shares, as well as whole shares, of common stock,
and
- Dividends on all shares credited to your plan account are automatically
reinvested in additional whole and fractional shares.
You also avoid the need for safekeeping certificates for shares credited
to your plan account against loss, theft or destruction. A regular account
statement provides a record of each transaction.
Administration
4. Who administers the plan?
American Stock Transfer & Trust Company administers the plan as agent for
the plan participants. The agent keeps records, sends statements of account to
participants and performs other duties relating to the plan. Shares purchased
under the plan are registered in the name of the agent or its nominee, as agent
for the plan participants. Keystone pays all costs of administering the plan.
You can contact the agent at the following address:
American Stock Transfer & Trust Company
Attention: Dividend Reinvestment
40 Wall Street
New York, NY 10005
If you are already a plan participant, be sure to mention your account
number(s) in any correspondence.
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Eligibility
5. Who is eligible to participate in the plan?
If you are a Keystone shareholder of record, you are eligible to
participate in the plan if you have reached the age of majority in your state of
residence.
If your Keystone shares are registered in a name other than your own, such
as that of a broker, bank nominee or trustee, you must first become a
shareholder of record (by having a stock certificate issued in your own name) in
order to participate directly in the plan.
Enrolling in the plan
6. How do I become a participant?
A holder of record of common stock may elect to become a plan participant
at any time. If you wish to become a participant, all you need to do is complete
and sign an Authorization Form and mail it to American Stock Transfer & Trust
Company, Attention: Dividend Reinvestment, 40 Wall Street, New York, NY 10005.
You can obtain an Authorization Form by writing to the same address.
7. What does the Authorization Form provide?
The Authorization Form permits you to choose between the two optional
methods of purchasing common stock under the plan:
- to reinvest automatically all cash dividends on all common stock regi-
tered your name, or
- to invest only optional cash payments of not less than $100 each, up
to a total of $5,000 per dividend payment date.
If you elect the dividend reinvestment option, you may also make optional
cash payments. You can change your election by completing and signing a new
Authorization Form and returning it to the agent. A change of election
concerning the reinvestment of dividends must be received by the agent at least
five business days before the record date for a dividend for the change to
become effective with that dividend.
If you sign and return an Authorization Form without checking the desired
option, you will be deemed to have elected the dividend reinvestment option.
If you elect the dividend reinvestment option, we will reinvest dividends
on all shares of common stock registered in your name, including shares
subsequently acquired. Whether or not you elect to reinvest dividends on the
shares registered in your name, all cash dividends paid on the whole or
fractional shares previously credited to your plan account will be reinvested
automatically.
8. When will dividends be reinvested?
Dividends are reinvested as of each dividend payment date. Historically,
the dividend payment dates for common stock have been January 20, April 20, July
20 and October 20. However, there is no assurance that dividends will be paid in
the future or that they will be paid on those dates.
If you elect dividend reinvestment and the agent receives your
Authorization Form at least five business days before the record date for a
dividend, that dividend will be reinvested. If your Authorization Form is
received less than five business days before the record date for a dividend,
that dividend will be paid in cash, and reinvestment of your dividends will not
begin until the following dividend payment date.
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Optional cash payments
9. Who is eligible to make optional cash payments?
If you are an eligible shareholder and have submitted a signed
Authorization Form, you are eligible to make optional cash payments, whether or
not you have elected to reinvest your dividends.
10. When can I make an optional cash payment, and when will it be invested?
Optional cash payments are invested as of each dividend payment date
(normally January 20, April 20, July 20 and October 20). For your optional cash
payment to be invested on a dividend payment date, the agent must receive your
funds no earlier than 30 days before the dividend payment date and no later than
the close of business on the last business day before the dividend payment date.
If the agent receives your optional cash payment more than 30 days before a
dividend payment date or after the close of business on the business day before
the dividend payment date, the agent will return your payment to you without
investing it.
No interest is paid on optional cash payments. You should send your
optional cash payment to arrive shortly before the dividend payment date.
11. How do I make an optional cash payment?
You can make an optional cash payment when enrolling in the plan by
sending the agent, along with your completed Authorization Form, a check or
money order payable to American Stock Transfer & Trust Company for not less than
$100 nor more than $5,000.
After you have enrolled in the plan and your initial investment is made,
whether of dividends or optional cash, you will receive an optional cash payment
form attached to each statement of account. Any check or money order for an
optional cash payment must be made payable to American Stock Transfer & Trust
Company and should be accompanied by a properly completed optional cash payment
form. Checks and forms should be mailed to American Stock Transfer & Trust
Company, Attention: Dividend Reinvestment, 40 Wall Street, New York, NY 10005.
Optional cash payments must be in United States dollars and may not be
less than $100 per payment nor more than $5,000 in the aggregate for any
dividend payment date. You do not have to send the same amount each time, and
there is no obligation to make an optional cash payment in any quarter. Do not
send cash.
You can obtain a refund of an optional cash payment by sending a written
request to the agent at the above address so that it is received at least two
business days before the dividend payment date.
Purchases
12. What is the source of the common stock purchased under the plan?
The agent may purchase shares of common stock for participants' plan
accounts either (1) from Keystone or (2) on the open market.
The purchase price of common stock purchased from Keystone as of any
dividend payment date will be the average of the reported NASDAQ high and low
sales prices on the dividend payment date. If a dividend payment date is a day
on which common stock is not traded, the purchase price will be the average of
the prices determined under the previous sentence for the trading dates before
and after the dividend payment date. Keystone will use the proceeds of any sales
of common stock to the plan to fund its cashflow requirements and other
corporate investment opportunities and for general corporate purposes.
In open market purchases, the agent will purchase common stock at the then
current market prices. The agent may purchase shares on any securities exchange
where Keystone's common stock is then traded, in the over-the-counter market or
in negotiated transactions and on such terms as to price, delivery and otherwise
as the agent or the broker selected by the agent for this purpose may determine.
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13. When will common stock be purchased for participants' accounts?
On each dividend payment date, or the next business day, Keystone will (1)
issue to the agent any shares of common stock to be purchased from Keystone and
(2) pay to the agent all dividends to be invested under the plan in excess of
the purchase price of any shares purchased from Keystone. The agent will use any
dividends received, and any optional cash payments not used to purchase shares
from Keystone, to purchase common stock on the open market for the accounts of
plan participants.
The agent will make any open market purchases as promptly as practicable,
consistent with the provisions of applicable securities laws and market
conditions. Except where necessary to comply with applicable laws and
regulations, the agent will invest dividends within 30 days, and optional cash
payments within 45 days, after it receives them. The agent or the broker
selected by it will determine the exact timing of open market purchases,
including the number of shares to be purchased on any day or at any time of day,
the prices paid, the markets on which purchases are made and the brokers,
dealers or other persons from or through which purchases are made. The agent may
purchase common stock in advance of a dividend payment date for settlement on or
after that date. No interest will be paid on funds held by the agent pending
investment.
14. What price will I pay for common stock purchased through the plan?
The price you will pay for shares of common stock purchased through the
plan as of any dividend payment date will be the weighted average price of all
shares of common stock purchased by the agent for the plan for that date,
whether from Keystone or on the open market. Keystone will pay all brokerage
commissions or similar charges incurred by the agent to purchase common stock.
15. How many shares will be purchased for me?
The number of shares purchased for you as of any dividend payment date
will equal your total dollar amount to be invested divided by the applicable
purchase price, computed to the fourth decimal place.
If you elect to reinvest dividends on common stock registered in your
name, your dollar amount to be invested as of any dividend payment date will be
the sum of:
- the dividend on all certificate shares registered in your name,
- any optional cash payments to be invested as of the dividend payment
date (see Question 10), and
- the dividend on all whole and fractional shares of common stock
previously credited to your plan account.
If you elect to invest only optional cash payments, your dollar amount to
be invested as of any dividend payment date will be the sum of:
- any optional cash payments to be invested as of the dividend payment
date (see Question 10), and
- the dividend on all whole and fractional shares of common stock prev-
iously credited to your plan account.
The amount to be invested for any participant will be reduced by the
amount of any required tax withholding, including any "backup withholding:
described in Questions 38 and 39 below and any withholding required on dividends
received by foreign participants.
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Reports to participants
16. What reports are sent to plan participants?
Each time common stock is purchased for your account, whether by
reinvestment of dividends or optional cash payment, the agent will send you a
statement showing the number of shares purchased, the purchase price, the date
on which the shares were purchased and the number of shares held in your
account. You should keep these statements for income tax purposes. In addition,
you will receive the same communications sent to every holder of common stock,
including Keystone's Quarterly Reports, Annual Report, Notice of Annual Meeting
and Proxy Statement and income tax information for reporting dividends paid.
Stock certificates
17. Are certificates issued to participants for shares of common stock pur-
chased through the plan?
Shares of common stock purchased through the plan are registered in the
name of the agent or its nominee, as agent for the plan participants. The number
of shares of common stock credited to your plan account is shown on your account
statement. Certificates for these shares will not be sent to you unless
requested.
You may obtain a certificate for any number of whole shares of common
stock credited to your plan account by making a written request to the agent.
The agent will send you your certificate, at no charge to you, normally within
two weeks after it receives your request. Any remaining whole shares and
fraction of a share will continue to be credited to your account.
Shares of common stock may not be pledged, sold or otherwise transferred
while credited to your plan account. In order to pledge, sell or transfer shares
credited to your plan account, you must first request that a certificate for the
shares be issued in your name.
A certificate for a fraction of a share will not be issued under any
circumstances.
18. What is the effect on my plan account if I request a certificate for
shares held in the account?
If you request a certificate for whole shares held in your plan account,
dividends on any remaining whole shares and fraction of a share credited to your
account will continue to be reinvested. In addition, if you maintain an account
for reinvestment of dividends, dividends on the shares for which the certificate
was requested would continue to be reinvested under the plan so long as the
shares remain registered in your name. If you have a plan account for optional
cash payments only, dividends on shares for which a certificate is issued will
no longer be reinvested under the plan unless and until you submit an
Authorization Form to authorize reinvestment of dividends on common stock
registered in your name (see Questions 6 through 8).
19. May common stock I hold in certificate form be deposited in my plan
account?
Yes. Common stock certificates registered in your name may be delivered to
the agent for deposit to your plan account. This procedure allows you to avoid
the necessity of safekeeping certificates. You should contact the agent (see
Question 4) for the proper procedure to deposit certificates.
You may deposit common stock certificates in your plan account whether or
not you have authorized reinvestment of dividends on common stock registered in
your name. However, as with all other shares held in your plan account, all
dividends on any shares deposited will automatically be reinvested.
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Withdrawal from the plan
20. Can I withdraw from the plan?
Yes. The plan is entirely voluntary, and you may terminate your plan
account at any time by providing written notice instructing the agent to termi-
nate the account.
21. What happens when I terminate my plan account?
If the agent receives your notice of termination at least five business
days before the record date for the next dividend, reinvestment of dividends
will cease as of the date your notice of termination is received. If the agent
receives your notice of termination less than five business days before a
dividend record date, the termination will not become effective until after the
reinvestment of that dividend. Optional cash payments can be refunded if the
agent receives your notice of termination at least two business days before the
dividend payment date.
When terminating your account, you may request a stock certificate for all
whole shares held in the account. As soon as practicable after it receives your
notice of termination, the agent will send you:
- a certificate for all whole shares of common stock in your account, and
- a check for the value of any fractional share and any uninvested optional
cash payments.
When terminating your account, you may also request that all shares, both
full and fractional, credited to the account be sold or that certain of the
shares be sold and a certificate be issued for the remaining shares (see
Question 23).
22. May I later re-elect to participate in the plan?
Generally, a shareholder of record may re-elect to participate at any
time. However, the agent reserves the right to reject any Authorization Form on
grounds of excessive joining and withdrawing. This reservation is intended to
minimize unnecessary administrative expense and to encourage use of the plan as
a long-term shareholder investment service.
Sale of shares
23. May I request that shares held in my plan account be sold?
Yes. You may request that the agent sell all or any part of the shares
held in your plan account either when terminating the account (see Question 21)
or without terminating the account. The agent will not sell a fractional share
unless the entire fractional share held in the account is sold. If all shares
(including any fractional share) held in a plan account are sold, the account
will automatically be terminated, and you will have to complete and file a new
Authorization Form (see Questions 6 through 8) to again participate in the plan.
Within seven days after it receives your written request to sell shares in
your plan account, the agent will place a sell order through a broker or dealer
it selects. You will receive the proceeds of the sale, less any brokerage
commission, transfer tax or other fees incurred by the agent allocable to the
sale of your shares.
24. What happens if I sell or transfer all the shares of common stock regis-
tered in my name?
Once you become a participant in the plan, you may remain a participant
even if you later dispose of all common stock registered in your name. If you
dispose of all certificate shares registered in your name, you may continue to
make optional cash payments, and the agent will continue to reinvest the
dividends on the shares credited to your plan account unless you notify the
agent that you wish to terminate the account.
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Other information
25. What happens if Keystone issues a stock dividend or declares a stock split?
If there is a stock split or a stock dividend payable in common stock, the
agent will credit your plan account with the applicable number of whole and/or
fractional shares of common stock based both on the number of shares of common
stock held in your plan account and the number of shares registered in your own
name as of the record date for the stock dividend or split.
26. What happens if Keystone has a rights offering?
If Keystone has a rights offering in which separately tradable and
exercisable rights are issued to registered holders of common stock (including
the rights certificates issuable on the Distribution Date under Keystone's
Shareholder Rights Plan), the rights attributable to whole shares held in your
plan account will be transferred to you as promptly as practicable after the
rights are issued. Rights attributable to fractional shares will be sold, and
the proceeds will be treated as an optional cash payment.
Rights attributable to shares of common stock registered in your own name
will be treated in the same manner as the rights of nonparticipating
shareholders.
27. How are a plan participant's shares voted at shareholder meetings?
You can vote shares of common stock credited to your plan account in the
same manner as shares registered in your own name. For each shareholder meeting,
we will send you a proxy statement and a form of proxy which covers both the
shares registered in your own name and all whole and fractional shares of common
stock credited to your plan account as of the record date for the meeting. If
you wish, you also may vote all of these shares in person at the meeting.
28. What is the responsibility of Keystone and the agent under the plan?
Keystone and the agent, in administering the plan, are not liable for any
act done in good faith or for any good faith omission to act. This includes any
claim of liability due to failure to terminate an account upon the death of a
participant until the agent receives written notice of the death, the prices and
times at which shares are purchased or sold for a participant, or any
fluctuation in market value before or after any purchase or sale of shares.
The agent will send all notices to the participant's last known address.
You should notify the agent promptly in writing of any change of address.
The agent may resign as administrator of the plan at any time, in which
case Keystone would appoint a successor administrator. In addition, Keystone may
replace the agent with a successor administrator at any time.
29. May the plan be amended, suspended or terminated?
While Keystone expects to continue the plan indefinitely, Keystone may
amend, suspend or terminate the plan at any time. To the extent practicable, any
amendment, suspension or termination will be announced to participants at least
30 days before its effective date, and participants who do not withdraw before
the effective date will be deemed to have accepted the amendment.
30. What happens if the plan is terminated?
If the plan is terminated, you will receive (1) a certificate for all
whole shares of common stock held in your account and (2) a check for the value
of any fractional share in your account and any uninvested optional cash
payment.
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31. Who interprets and regulates the plan?
Keystone is authorized to interpret the plan, adopt regulations and take
any other action reasonably designed to implement the plan. Any action taken by
Keystone or the agent in the good faith exercise of its judgment will be binding
on participants.
32. Who bears the risk of market price fluctuations in Keystone's common stock?
In this regard, a participant's investment is no different from that of
nonparticipating shareholders. The participant bears the risk of loss and has
the opportunity for gain from market price changes for both shares held in the
plan and shares registered in the participant's own name.
Paying taxes
This section discusses the federal income tax information connected with
the plan, based on current federal tax laws applicable to United States citizens
or residents. If federal tax laws change in the future, the following may change
and no longer apply. State, local, foreign and other tax provisions vary and are
not covered in this summary. In any event, you should consult your tax advisor
about your particular transactions, especially if you may be covered by other
tax rules.
33. When am I taxed on reinvested dividends?
You are taxed on each dividend payment date even though the amount of
dividends reinvested is not actually received in cash but instead is applied to
the purchase of common stock for your account.
34. How is the amount of the taxable dividend determined?
In the case of common stock purchased from Keystone, the amount of the
taxable dividend is equal to the full amount of the cash dividend payable on the
shares registered in your name plus the cash dividend payable on any shares held
in your account. In the case of common stock purchased on the open market, the
amount of the taxable dividend is that same amount plus an additional dividend
equal to your pro-rata share of any brokerage commissions paid by Keystone in
connection with the agent's purchase of common stock on your behalf.
35. Am I taxed on optional cash payments?
You do not generally receive any taxable income by purchasing common stock
through an optional cash payment. However, in the case of common stock purchased
on the open market, you will be treated as having received an additional
dividend equal to your pro-rata share of any brokerage commissions paid by
Keystone in connection with the agent's purchase of common stock on your behalf.
36. Will I receive any record of dividends received?
Each year, Keystone will mail you a Form 1099-DIV. This form will report
the taxable dividends on common stock registered in your name or credited to
your account, and will include any dividends in the form of brokerage
commissions paid by Keystone. You must report these dividends on your Federal
income tax return.
37. Are there exceptions to the rule that dividends are taxable when received?
There are two exceptions. First, in certain cases, all or part of a
dividend may not be taxable as a "dividend," but may instead be a nontaxable
return of capital. At present, Keystone does not anticipate that any dividends
will be a nontaxable return of capital, but if that occurs, it will be shown on
the Form 1099-DIV that is sent to you. Second, dividends received by
corporations may be eligible for a percentage dividends received deduction if
certain requirements are satisfied. Since corporations are covered by this and
other tax rules, they should contact their tax advisors.
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38. Is there any tax withholding required?
Generally, tax withholding is not required on any dividends reinvested
under the plan. If you are subject to "backup withholding," however, Keystone
may be required to withhold 31% of all dividends otherwise payable to you,
whether the dividends are paid in cash or reinvested under the plan. Because
backup withholding amounts are deducted from the dividends before any
reinvestment, the amount of dividends available to be reinvested under the plan
will be reduced if you are subject to backup withholding. Any brokerage
commissions that are considered dividends are not subject to backup withholding.
39. When am I subject to "backup withholding"?
You are subject to backup withholding if any of the following four
situations apply:
- You failed to properly furnish Keystone with your correct taxpayer
identification number;
- The Internal Revenue Service or a broker notifies Keystone that the
taxpayer identification number furnished by you is incorrect;
- The Internal Revenue Service notifies Keystone that backup withholding
should start because you failed to properly report dividends paid to
you; or
- If you are required to do so by law, you failed to certify, under
penalties of perjury, that you are not subject to backup withholding.
40. What are the tax consequences if I sell my purchased shares?
When you sell your shares of stock, you will usually have a capital gain
(or loss), depending on the difference between the sale price and your "tax
basis" in the shares. The capital gain (or loss) is considered "long-term" or
"short-term" depending on your "holding period" for the stock.
41. What is my "tax basis" in purchased shares?
Your tax basis for purchased shares is the price paid for the common
stock, which is shown on each statement of account that you receive, plus any
brokerage commissions paid by Keystone, which is also shown on your statement of
account.
42. How do I measure my "holding period" for purchased shares?
Your holding period for common stock purchased under the plan begins on
the day following the date the common stock was credited to your account. The
holding period ends on the date you dispose of the shares.
43. What if I request a certificate for my shares or terminate my plan account?
You will not recognize any taxable income upon receipt of a certificate
for whole shares of common stock credited to your plan account, whether you
request the certificate or receive it upon termination of your plan account. You
may, however, recognize a gain or loss if you receive a cash payment for a
fractional share credited to a plan account or when shares held in the account
are sold at your request.
WHERE TO FIND MORE INFORMATION ABOUT KEYSTONE
Keystone files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any materials we file with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, DC 20549. To obtain information on the
operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. The SEC
also maintains an Internet site at http://www.sec.gov where you can
electronically access copies of our SEC filings.
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The SEC allows us to "incorporate by reference" into this prospectus
information about Keystone which is contained in the reports we file with the
SEC. This means that we can disclose this information to you by referring to our
SEC reports. The information incorporated by reference is deemed to be part of
this prospectus. The following is a list of the reports which are incorporated
by reference in this prospectus:
- Our latest Annual Report on Form 10-K. At the date of this
prospectus, our latest Form 10-K Annual Report was our report for the
year ended December 31, 1998.
- Any Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
proxy statements that we file after the date of our latest Annual
Report on Form 10-K. At the date of this prospectus, we had not filed
any of these reports since the date of our latest Form 10-K filing.
- Our Current Report on Form 8-K dated July 7, 1998, which contains a
description of the common stock, and any amendment or report which we
later file to update that description.
Copies of the documents incorporated by reference in the prospectus are
available at the SEC's Public Reference Room and at its Internet site at the
addresses given in the first paragraph under this caption. You can also obtain
copies of any or all of the documents, without charge, by written or oral
request to Keystone Financial, Inc., P.O. Box 3660, Harrisburg, Pennsylvania
17105-3660, Attention: Corporate Secretary (telephone:717-233-1555).
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements which are incorporated by reference in our Annual report
on form 10-K for the year ended December 31, 1998, as set forth in their report,
which as to the year 1996 is based in part on the report of other auditors,
which is incorporated by reference in this prospectus and elsewhere in the
registration statement. Our financial statements are, and audited financial
statements to be included in subsequently filed documents will be, incorporated
by reference in reliance on Ernst & Young LLP's report, given on their authority
as experts in accounting and auditing.
LEGAL OPINION
The law firm of Reed Smith Shaw & McClay LLP, Mellon Square, 435 Sixth
Avenue, Pittsburgh, Pennsylvania 15219 has provided a legal opinion to Keystone
as to the validity of the shares of common stock offered by this prospectus.
You should rely only on the information which is contained or incorporated
by reference in this prospectus in determining whether to purchase common stock
under the plan. We have not authorized anyone to provide you with any additional
or different information.
KEYSTONE
FINANCIAL [LOGO]
P.O. Box 3660
Harrisburg, PA 17105-3660
717/233-1555
13
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an estimate of expenses to be incurred in connection
with the issuance and distribution of the Common Stock:
Securities and Exchange Commission registration fee........... $ 8,281
NASDAQ Stock Market, Inc. listing fee......................... 10,000
Accounting fees and expenses.................................. 3,500
Legal fees and expenses....................................... 10,000
Printing and mailing costs.................................... 5,500
Plan Agent's fees............................................. 43,500
Miscellaneous................................................. 2,219
------------
Total.................................... $ 83,000
Item 15. Indemnification of Directors and Officers.
1. Pennsylvania Business Corporation Law. Sections 1741 and 1742 of the
Pennsylvania Business Corporation Law (the "BCL") provide that a business
corporation shall have the power to indemnify any person who was or is a party,
or is threatened to be made a party, to any proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such proceeding, if such
person acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. In the case of an action by or in the right of the corporation, such
indemnification is limited to expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person has been adjudged to be liable to
the corporation unless, and only to the extent that, a court determines upon
application that, despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to indemnity for
the expenses that the court deems proper.
BCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
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Notwithstanding the above, BCL Section 1743 provides that to the extent
that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
BCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any proceeding may be paid by the corporation in advance of the final
disposition of the proceeding upon receipt of an undertaking to repay the amount
advanced if it is ultimately determined that the indemnitee is not entitled to
be indemnified by the corporation.
BCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or directors or
otherwise, and that indemnification may be granted under any bylaw, agreement,
vote of shareholders or disinterested directors or otherwise for any action
taken or any failure to take any action whether or not the corporation would
have the power to indemnify the person under any other provision of law and
whether or not the indemnified liability arises or arose from any action by or
in the right of the corporation, provided, however, that no indemnification may
be made in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
BCL Section 1747 permits a Pennsylvania business corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against any liability asserted against
such person and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
the person against such liability under the provisions described above.
2. Indemnification Bylaw. Section 8.01 of the registrant's Bylaws (the
"Indemnification Bylaw") was adopted by the shareholders at their Annual Meeting
held on May 28, 1987 and became effective on that date. Under the
Indemnification Bylaw, except as prohibited by law, every director and officer
of the registrant is entitled as of right to be indemnified by the registrant
against all expenses and liabilities incurred in connection with any actual or
threatened claim or proceeding, whether civil, criminal, administrative,
investigative or other, whether brought by or in the right of the registrant or
otherwise, in which the director or officer may be involved in any manner, by
reason of his being or having been a director or officer of the registrant or by
reason of the fact that he is or was serving at the request of the registrant as
a director, officer, employee, fiduciary or other representative of another
corporation or other entity. In an action brought by a director or officer
against the registrant, the director or officer is only entitled to
indemnification for expenses in certain circumstances. Each director and officer
is also entitled as of right to have his expenses in defending an action paid in
advance by the registrant prior to final disposition of the action, subject to
any obligation which may be imposed to reimburse the registrant in certain
events. The Indemnification Bylaw establishes a procedure whereby a director or
officer may bring an action against the registrant if a written claim for
indemnification or advancement of expenses is not paid by the registrant in full
within thirty days after the claim has been presented. The director or officer
is also entitled to advancement of expenses in this proceeding. The only defense
to an action to recover a claim for indemnification is that the indemnitee's
conduct was such that under Pennsylvania law the registrant is prohibited from
indemnifying the indemnitee. The only defense to an action to recover payment of
expenses in advance is failure by the indemnitee to make an undertaking to
reimburse the registrant if such an undertaking is required.
The Indemnification Bylaw applies to every action, other than actions
filed prior to January 27, 1987, except that it does not apply to the extent
that Pennsylvania law does not permit its application to any breach or failure
of performance of duty by a director or officer occurring prior to January 27,
1987. Any amendment or repeal of the Indemnification Bylaw will operate
prospectively only and will not affect any action taken, or failure to act, by a
director or officer prior to the adoption of such amendment or repeal.
15
<PAGE>
3. Director and Officer Liability Insurance. The registrant maintains
director and officer liability insurance covering its directors and officers
with respect to liability which they may incur in connection with their serving
as such, which liability could include liability under the Securities Act of
1933. Under the insurance, the registrant is entitled to reimbursement for
amounts as to which the directors and officers are indemnified under the
Indemnification Bylaw. The insurance may also provide certain additional
coverage for the directors and officers against certain liability even though
such liability is not subject to indemnification under the Indemnification
Bylaw.
4. Indemnification Agreements. At their Annual Meeting held on May 28,
1987, the shareholders also approved a proposed form of Indemnification
Agreement to be entered into between the registrant and each of its present and
future directors and such other officers, employees and agents of the registrant
and its subsidiaries as shall be designated from time to time by the Board of
Directors.
The form of agreement provides essentially the same rights to
indemnification against liabilities and expenses as are provided in the
Indemnification Bylaw. In addition, the form of agreement requires the
registrant to either maintain the liability insurance coverage currently in
effect for the benefit of the contractee or to hold the contractee harmless to
the full extent of such coverage.
Further, the form of agreement provides that if the full
indemnification claimed by the contractee may not be paid by the registrant
because prohibited by law and the registrant is jointly liable with the
contractee as to the matter for which indemnification was sought (or would be so
liable if the registrant were joined in such matter), the contractee has a right
to contribution from the registrant for the amount of any expenses and
liabilities incurred by the contractee as to such matter based on the relative
benefits received by the registrant and the contractee from the transaction from
which the liability arose and the relative fault of the registrant (including
the registrant's other directors, officers, employees or agents) and the
contractee in connection with the events which resulted in such expenses or
liability, as well as any other relevant equitable considerations.
Under the form of agreement, a contractee is entitled to the rights to
indemnification for expenses and liability, advancement of expenses and
contribution provided by the agreement notwithstanding any amendment or repeal
of the Indemnification Bylaw. In addition, although a change in law restricting
indemnification rights would automatically restrict the indemnification rights
provided under the Indemnification Bylaw, the form of agreement provides that a
change in law restricting indemnification rights will not affect the rights of a
contractee under the agreement unless the law so requires.
Item 16. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
registration statement, is included on page II-8.
16
<PAGE>
Item 17. Undertakings.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospecus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Filings incorporating subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Harrisburg, Pennsylvania, on the 31st day of March, 1999.
KEYSTONE FINANCIAL, INC.
By /s/ Carl L. Campbell
_________________________
Carl L. Campbell, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carl L. Campbell, Ben G. Rooke, George R.
Barr, Jr. and Donald F. Holt, and each of them, the undersigned's true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for and in the undersigned's name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as the undersigned might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
- - ---------------------------- --------------------------------- ---------------
/s/ Carl L. Campbell Chairman, Chief Executive Officer March 31, 1999
- - ---------------------------- And Director
Carl L. Campbell
/s/ Mark L. Pulaski President, Chief Operating March 31, 1999
- - ---------------------------- Officer and Director
Mark L. Pulaski
/s/ Donald F. Holt Executive Vice President, Chief March 31, 1999
- - ---------------------------- Financial Officer and Principal
Donald F. Holt Accounting Officer
/s/ A. Joseph Antanavage, Jr. Director March 31, 1999
- - -----------------------------
A. Joseph Antanavage, Jr.
18
<PAGE>
Signature Capacity Date
- - ----------------------------- --------------------------------- --------------
/s/ June B. Barry Director March 31, 1999
- - -----------------------------
June B. Barry
/s/ George T. Brubaker Director March 31, 1999
- - -----------------------------
George T. Brubaker
- - ----------------------------- Director March , 1999
Paul I. Detwiler, Jr.
/s/ Donald Devorris Director March 31, 1999
- - -----------------------------
Donald Devorris
/s/ Gerald E. Field Director March 31, 1999
- - -----------------------------
Gerald E. Field
/s/ Philip C. Herr, II Director March 31, 1999
- - -----------------------------
Philip C. Herr, II
/s/ Allan W. Holman, Jr. Director March 31, 1999
- - -----------------------------
Allan W. Holman, Jr.
/s/ Richard G. King Director March 31, 1999
- - -----------------------------
Richard G. King
/s/ Uzal H. Martz, Jr. Director March 31, 1999
- - -----------------------------
Uzal H. Martz, Jr.
- - ----------------------------- Director March , 1999
Max A. Messenger
/s/ William L. Miller Director March 31, 1999
- - -----------------------------
William L. Miller
Signature Capacity Date
- - ----------------------------- --------------------------------- --------------
/s/ Don A. Rosini Director March 31, 1999
- - -----------------------------
Don A. Rosini
/s/ James I. Scheiner Director March 31, 1999
- - -----------------------------
James I. Scheiner
- - ----------------------------- Director March , 1999
F. Dale Schoeneman
- - ----------------------------- Director March , 1999
Molly Dickinson Shepard
/s/ Ronald C. Unterberger Director March 31, 1999
- - -----------------------------
Ronald C. Unterberger
- - ----------------------------- Director March , 1999
G. William Ward
- - ----------------------------- Director March , 1999
Ray L. Wolfe
19
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KEYSTONE FINANCIAL, INC.
Dividend Reinvestment Plan
REGISTRATION STATEMENT
ON FORM S-3
Exhibit Index
(Pursuant to Item 601 of Regulation S-K)
Exhibit
No. Description and Method of Filing
- - --------------------------------------------------------------------------------
4.1 Restated Articles of Incorporation of the registrant, as amended
through July 29, 1996 (incorporated herein by reference to
Exhibit 4.1 to the registrant's Registration Statement on Form
S-4 No. 333-02065).
4.2 Bylaws of the registrant, as amended to November 19, 1998
(incorporated herein by reference to Exhibit 3.2 to the
registrant's Annual Report on Form 10-K for the year ended
December 31, 1998).
4.3 Keystone Financial, Inc. Series A Junior Participating Preferred
Stock Rights Agreement dated as of June 25, 1990 (incorporated
herein by reference to Exhibit 1 to the registrant's Form 8-A
Registration Statement dated January 25, 1990).
4.4 Amendment No. 1 to Series A Junior Participating Preferred Stock
Rights Agreement dated as of December 20, 1990 (incorporated
herein by reference to Exhibit 2 to the registrant's Form 8
Amendment dated December 20, 1990).
5.1 Opinion of Reed Smith Shaw & McClay LLP as to the legality of
the shares being registered (filed herewith).
23.1 Consent of Reed Smith Shaw & McClay LLP (contained in their
opinion filed herewith as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors (filed
herewith).
23.3 Consent of Beard & Co.,Inc., independent auditors (filed
herewith).
24.1 Power of Attorney, contained on the signature page to this
Registration Statement.
20
<PAGE>
Exhibit 5.1
REED SMITH SHAW & MCCLAY LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063
March 30, 1999
Keystone Financial, Inc.
One Keystone Plaza
Front and Market Streets
P.O. Box 3660
Harrisburg, Pennsylvania 17105-3660
Re: Registration Statement on Form S-3 for the Registration of
725,000 shares of Common Stock to be Offered under the
Dividend Reinvestment Plan
Gentlemen:
We have acted as counsel to Keystone Financial, Inc., a Pennsylvania
corporation (the "Corporation"), in connection with the proposed sale by the
Corporation through its Dividend Reinvestment Plan (the "Plan") of up to 725,000
authorized but unissued or treasury shares of Common Stock, par value $2.00 per
share, of the Corporation ("Common Stock"). This opinion is being furnished as
an Exhibit to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by the Corporation with the Securities and Exchange
Commission for the purpose of registering such shares of Common Stock under the
Securities Act of 1933, as amended. In addition to such shares, shares of Common
Stock purchased by participants under the Plan may be previously issued shares
acquired for participants by the Plan Agent on the open market.
In connection with this opinion, we have examined, among other things:
(1) the Corporation's Restated Articles of Incorporation and
Bylaws, as amended to date;
(2) the Registration Statement, including the prospectus (the
"Prospectus") which is a part thereof.
(3) the Plan as currently in effect and as set forth in the
Prospectus; and
(4) forms of resolutions adopted by the Board of Directors of
the Corporation on March 25, 1999, March 28, 1996 and January 1994
authorizing the issuance and sale through the Plan of the 725,000
shares of Common Stock covered by the Registration Statement and
reserving shares of Common Stock for such purpose.
In rendering our opinion below, we have assumed that any previously
issued shares of Common Stock reacquired by the Corporation and reissued and
sold under the Plan will have been duly authorized, validly issued and fully
paid at the time of their original issuance.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, and subject
to the assumption set forth above, we are pleased to advise you that in our
opinion the 725,000 shares of Common Stock being registered and which may be
issued and sold by the Corporation under the Plan have been duly authorized, and
upon such issuance and sale in accordance with the provisions of the Plan such
shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus under the
caption "Legal Opinion."
Yours truly,
/s/ Reed Smith Shaw & McClay
REED SMITH SHAW & McCLAY
1
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and the related Prospectus of Keystone
Financial, Inc. for the registration of 725,000 shares of its common stock and
to the incorporation by reference therein of our report dated January 29, 1999
with respect to the consolidated financial statements of Keystone Financial,
Inc. and subsidiaries incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
March 29, 1999
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-3 of Keystone Financial, Inc. pertaining to its Dividend
Reinvestment Plan and the related Prospectus of our report dated February 28,
1997 on our audit of the consolidated financial statements of Financial Trust
Corp and subsidiaries for the year ended December 31, 1996, which report is
included in the Annual Report on Form 10-K of Keystone Financial, Inc. for the
year ended December 31, 1998.
/s/ BEARD & COMPANY, INC.
Reading, Pennsylvania
March 26, 1999
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