KEYSTONE FINANCIAL INC
8-K, 1999-12-08
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



       Date of Report (Date of earliest event reported) December 8, 1999



                            KEYSTONE FINANCIAL, INC.

             (Exact name of registrant as specified in its charter)


       Pennsylvania                   0-11460                23-2289209

(State or other jurisdiction   (Commission File Number) (IRS Employer ID No.)
  of incorporation)


     One Keystone Plaza, P.O. Box 3660, Harrisburg, Pennsylvania 17105-3660

       (Address of principal executive offices)           (ZIP CODE)



       Registrant's telephone number including area code: (717) 233-1555


<PAGE>



Item 5.     Other Events

            The following document is filed as an exhibit to this Form 8-K:

                  I.    Press Release of Keystone Financial, Inc.
                        dated December 8, 1999.



                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.




                                      Keystone Financial, Inc.
                                         (Registrant)





Date:    December 8, 1999           Donald F. Holt
                                   ----------------------------------
                                    Executive Vice President &
                                    Chief Financial Officer





<PAGE>



EXHIBIT INDEX

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

  99.1            Press Release of Keystone Financial, Inc. dated
                   December 8, 1999.
<PAGE>




CONTACT:
Elizabeth Braungard
Phone: (717)231-5732
OR
Jacquelyn Basso
Phone: (717)231-5723


December 08, 1999
FOR IMMEDIATE RELEASE



Keystone Financial announces settlement in Devon litigation

HARRISBURG,  PA--Keystone  Financial,  Inc.,  (NASDAQ:KSTN)  today  announced an
agreement in principle  under which it will pay  approximately  $30 million to a
group of 43 school districts and local governments to settle a class-action suit
they filed against Mid-State Bank in Altoona, a Keystone  subsidiary now part of
Keystone  Financial  Bank,  N.A.  The  settlement  is subject to the  consent of
Keystone's insurance carrier, the parties signing a formal written agreement and
to the approval of Blair County Judge Hiram A.
Carpenter III.

The settlement does not resolve four other pending  lawsuits filed by a total of
seven school districts that did not join in the class-action litigation.  Active
discussions on this matter are  continuing.  Keystone has offered to settle with
these  plaintiffs  on the same  basis as the  class  action  settlement  and has
reserved approximately $21 million for such claims.

The  class-action  plaintiffs  filed the civil suit in 1997 in the Blair  County
Court of Common Pleas to recover investment  losses.  They claimed that the bank
should have known that the school districts'investment advisor,  Devon Capital
Management, had allegedly mishandled the investment of school district funds.
Mid-State Bank provided custodial services to Devon Capital Management. Devon's
principal, John Gardner  Black,  has been  indicted,  pleaded  innocent and is
awaiting trial in federal court on 134 counts including alleged fraud.

Keystone Chairman and CEO Carl L. Campbell said that the bank was just as much a
victim as the school districts.  "This is a unique situation  involving a single
customer,"  Campbell  said.  "Mr.  Black  and his  companies  created  a complex
situation.  The bank and the school districts wound up pitted against each other
in sorting it out."

Keystone Financial--Devon
Page two

Campbell  added,  "We reached  this  decision  because of the  uncertainties  of
litigation not to mention the time,  cost and  distraction  associated with such
cases. We were concerned that this case could have taken our attention away from
serving our customers.  We believe  settling in this way is the most responsible
action for all parties involved--for the school districts and local governments,
our  shareholders,  our  customers  and our  associates.  This allows us to move
forward."

Campbell said the costs associated with resolving this litigation would not have
a  detrimental  effect on the company's  financial  stability.  An  undetermined
portion of the payment  may be  recovered  under  claims  filed with  Keystone's
insurance carrier.

Keystone  Financial,  Inc.,  with assets of  approximately  $7  billion,  is the
fourth-largest   financial  institution   headquartered  in  Pennsylvania.   Its
subsidiary, Keystone Financial Bank, N.A., serves customers in Pennsylvania,
Maryland, and West Virginia.



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