KEYSTONE FINANCIAL INC
8-K, 1999-04-20
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

       Date of Report (Date of earliest event reported)    April 19, 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 April 19, 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:    April 19, 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
                  April 19, 1999.
<PAGE>



                                              For Further Information, Contact:

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


                KEYSTONE FINANCIAL REPORTS FIRST QUARTER RESULTS

HARRISBURG,  PA, April 19 -- Keystone Financial, Inc. (NASDAQ: KSTN), the fourth
largest  financial  institution  headquartered in  Pennsylvania,  today reported
operating results for the quarter ended March 31, 1999.

Net  income  for the  quarter  was  $8,315,000,  or 17 cents per  diluted  share
compared with  $24,136,000,  or 46 cents per share in the first quarter of 1998.
The decreased net income reflects  special charges  consisting  primarily of the
expenses announced in January 1999 related to Keystone's plan to unify its banks
under one charter and a single name, Keystone Financial Bank.  Excluding special
charges, first quarter earnings were $21,111,000, or 42 cents per diluted share,
resulting in a return on average assets of 1.26 percent, and a return on average
equity  of 13.81  percent.  Assets  as of March  31,  1999  were  $6.8  billion,
consisting primarily of loans totaling $4.4 billion.  Deposits were $5.1 billion
at March 31, 1999.

"Our restructuring efforts are on schedule,  and we remain committed to our goal
of providing a more seamless  delivery of products and services to our customers
through our local  market  teams,"  said Carl L.  Campbell,  chairman  and chief
executive  officer.  While  a  restructuring  of the  magnitude  experienced  by
Keystone has a negative  short-term  impact on  operations,  we realized  steady
improvements during the quarter and are confident of its long-term benefits."

During the quarter,  the company  repurchased  approximately  two million of its
shares,  bringing the cumulative total for 1998 and 1999 to  approximately  four
million shares purchased, or eight percent of shares outstanding.

Keystone Financial,  Inc. is now the holding company for a single bank, Keystone
Financial  Bank, NA, but the bank will continue to do business as American Trust
Bank, NA, Cumberland,  MD; Financial Trust Company, Carlisle, PA; Keystone Bank,
NA, Horsham, PA; Keystone National Bank, Lancaster, PA; Mid-State Bank, Altoona,
PA; Northern Central Bank,  Williamsport,  PA; and  Pennsylvania  National Bank,
Pottsville, PA for portions of 1999, until all conversions are completed.

Keystone  also  operates  Martindale  Andres  & Co.,  an  investment  management
services provider;  Keystone Financial Mortgage Co.; MMC&P, a retirement benefit
services  firm;  Keystone  Brokerage,  Inc.,  offering  full service  investment
planning  and  discount  brokerage;  and a  24-hours  a day,  seven  days a week
Telephone Banking Center.

For  more  information,  visit  the  company's  web  site  on  the  Internet  at
www.keyfin.com.

<PAGE>

KEYSTONE FINANCIAL, INC.
Financial Highlights (Unaudited)
                                                 For the Three Months Ended
                                                 --------------------------
                                                 3/31/99            3/31/98
                                                 -------            -------

                                                   Excluding
                                   As Reported   Special Charges
- ---------------------------------- ------------  ---------------  --------------

Net Income                         $ 8,315,000   $21,111,000      $24,136,000

Earnings per share
  Basic                               $0.17        $0.43            $0.47
  Diluted                             $0.17        $0.42            $0.46

Average diluted shares outstanding  50,115,000    50,115,000       52,557,000
- ---------------------------------- ------------  ---------------  --------------

                                    ########
1999
<PAGE>

Financial Highlights
(dollars in thousands, except per share data)
                                        
                                        Quarter Ended March 31,
                                   1999          1999
                                               Excluding
Earnings                      As Reported  Special Charges (3) 1998    Change(4)
- --------------------------------------------------------------------------------
Net Interest Income (1)         $66,700        $66,700        $71,315    (6)%
Provision for Credit Losses       2,663          2,663          3,757   (29)
Noninterest Income               25,656         25,656         22,676    13
Net Securities Gains                425            425          1,531   (72)
Noninterest Expense              76,834         57,686         56,107     3
Net Income                        8,315         21,111         24,136   (13)
                                                                            
Earnings Per Share:                                                         
  Basic                           $0.17          $0.43          $0.47    (9)%
  Diluted                          0.17           0.42           0.46    (9)
Dividends Per Share                0.29           0.29           0.28     4
                                                                            
Performance Indicators
- --------------------------------------------------------------------------------
Return on Average Assets           0.50%          1.26%          1.44%
Return on Average Equity           5.50          13.81          14.24
Net Interest Margin                4.22           4.22           4.43
Provision for Credit Losses/
  Average Loans (2)                0.24           0.24           0.33
Noninterest Expense/Revenues      83.19          62.46          59.69

                                              March 31,
At Period End                            1999           1998             Change
- --------------------------------------------------------------------------------
Investments                           $1,725,409     $1,699,196            2  %
Loans                                  4,413,283      4,648,367           (5)
Total Assets                           6,829,509      6,896,228           (1)
Deposits                               5,109,821      5,233,330           (2)
Shareholders' Equity                     583,350        677,990          (14)
                                                                        
Book Value per Share                      $11.99         $13.13
Equity to Assets Ratio                      8.54%          9.83%
Risk Adjusted Capital/
  Assets Ratio                             12.37          13.71

Asset Quality
- --------------------------------------------------------------------------------
Nonperforming Assets to Loans              0.78%          0.68%
Loans 90 Days Past Due                     0.57           0.50
- --------------------------------------------------------------------------------
    Total Risk Elements to Loans           1.35%           1.18%
- --------------------------------------------------------------------------------

Allowance for Credit Losses to Loans       1.36%           1.38%
Allowance to Nonperforming Loans            195             237
Net Charge-Offs to Average Loans (2)       0.28            0.40
- --------------------------------------------------------------------------------
(1)  Fully taxable-equivalent
(2)  Annualized
(3)  During the first quarter of 1999, Keystone incurred special charges 
     primarily associated with the unification of its seven banks under a single
     charter. These special charges reduced net income and diluted earnings per 
     share by $12.8 million and $0.25, respectively.
(4)  Change is exclusive of special charges.



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