KEYSTONE FINANCIAL INC
424B3, 1999-04-26
NATIONAL COMMERCIAL BANKS
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                                              Filed Pursuant to Rule 424(b)(3)
                                              File Number: 333-75583           


 
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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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                         [LOGO OF KEYSTONE FINANCIAL]
                             P.O. Box 3660
                             Harrisburg, PA 17105-3660
                             717/233-1555
 
April 20, 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.
 
   Whether or not you elect to reinvest dividends on the shares registered in
your name, all dividends paid on shares previously credited to your plan
account will be reinvested automatically.
 
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.
 
 
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   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.
 
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
     registered 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
 
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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.
 
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 last 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.
 
 
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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 third 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:
 
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  .  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.
 
   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.
 
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
    purchased 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.
 
 
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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.
 
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 terminate 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.
 
 
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   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
registered 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 tradeable 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.
 
 
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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.
 
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
 
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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.
 
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;
 
 
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  .  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.
 
  .  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.
 
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                         [LOGO OF KEYSTONE FINANCIAL]
                             P.O. Box 3660
                             Harrisburg, PA 17105-3660
                             717/233-1555


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