KEYSTONE FINANCIAL INC
8-K, 2000-04-18
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 18, 2000

                            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 18, 2000.
<PAGE>


                                   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 18, 2000                   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 18, 2000.

<PAGE>


                                              For further information, contact:

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

                                              Faye E. Feger, Vice President &
                                              Director of Corporate Finance
                                              717-231-5705


               Keystone Financial Announces First Quarter Results

          Harrisburg,  PA - April 18, 2000 - Keystone  Financial,  Inc. (NASDAQ:
          KSTN),  the fourth  largest  financial  institution  headquartered  in
          Pennsylvania,  today reported  operating results for the quarter ended
          March 31, 2000.

          For the first quarter,  Keystone reported net income of $19.86 million
          or 41 cents per diluted share  compared with $21.1 million or 42 cents
          per diluted share (exclusive of special charges) for the first quarter
          of 1999.  This results in a return on average  assets of 1.16%,  and a
          return on average equity of 14.18 %.

          First quarter results at Keystone,  as with other regional banks, were
          affected by the current interest rate environment which has created
          pressure on net interest  margins.  The origination and sale of fixed-
          rate mortgages were also adversely  impacted,  resulting in declining
          levels of mortgage  banking  revenue for Keystone.  Keystone's  market
          leadership in providing financing for systembuilt  housing  and  other
          specialty construction  has assisted in  mitigating  the  downturn  in
          traditional mortgage activity.


          Loan growth  of 3%  and continued expense reductions also assisted  in
          offsetting some of the pressures created by the interest rate environ-
          ment.  This loan growth followed periods of declining balances result-
          ing from  Keystone's decision to curtail indirect lending activity in
          late 1997.

          Assets as of March 31, 2000 were $7 billion, including loans totaling
          $4.5 billion.  Deposits were $5.05 billion at March 31, 2000.

          "The tough decisions we made in  1999 have positioned Keystone to face
          the future with strength.  We have  proactively addressed  and are now
          fine-tuning structural and organizational issues  that have positioned
          Keystone for growth.  Throughout 2000, as we put the transition behind
          us, our new structure  will be important, particularly in light of the
          challenges  presented  by  today's  interest  rate  environment" noted
          Keystone Financial Chairman and CEO Carl L. Campbell.

          Interested parties can log-on to Keystone's website at www.keyfin.com/
          investors/investors.html  to  listen to Keystone's  First Quarter 2000
          Conference Call.  The call will  be broadcast live  at  2:00 PM  ET on
          Tuesday, April 18th and available for replay for 14 days following the
          broadcast.

          Keystone Financial,  Inc.,  the fourth  largest financial  institution
          headquartered in Pennsylvania,  is  the holding  company for  Keystone
          Financial Bank, NA, which  has  175  branches throughout Pennsylvania,
          Maryland, and West Virginia.  Keystone also operates Martindale Andres
          & Co., an investment  management services provider; Keystone Financial
          Mortgage Co.; MMC&P, a  retirement  benefit  services  firm;  Keystone
          Brokerage,  Inc.,  offering  full  service  investment   planning  and
          discount brokerage; and  a 24-hours-a-day, seven days a week Telephone
          Banking Center.   For more information, Keystone can be reached on the
          Internet at www.keyfin.com.

          This  news  release  contains  forward-looking  information.   Various
          factors may cause  actual  results to differ materially from estimates
          contained herein. Such  factors  include,  but  are  not  limited  to,
          prevailing  economic conditions, the general interest rate environment
          competitive  factors  in  the marketplace and business risk associated
          with credit extension and fiduciary activities.

<PAGE>

Financial Highlights
(dollars in thousands, except per share data)

                                         Quarter Ended March  31,
Earnings                                   2000        1999 (3)         Change
- --------------------------------------------------------------------------------
Net Interest Income (1)                $63,594       $66,700             (5)
Provision for Credit Losses              3,788         2,663             42
Noninterest Income                      23,635        25,656             (8)
Net Securities Gains(Losses)                85           425            (80)
Noninterest Expense                     54,203        57,686             (6)
Net Income                              19,855        21,111             (6)

Earnings Per Share:
  Basic                                  $0.41         $0.43             (5)
  Diluted                                 0.41          0.42             (3)
Dividends Per Share                       0.29          0.29              -

Performance Indicators
- --------------------------------------------------------------------------------
Return on Average Assets                  1.16  %       1.26 %
Return on Average Equity                 14.18         13.81
Net Interest Margin                       3.99          4.22
Provision for Credit Losses
  /Average Loans (2)                      0.34          0.24
Noninterest Expense/Revenues             62.14         62.46


                                              March 31,
At Period End                            2000          1999       Change
- --------------------------------------------------------------------------------
Investments                           $1,658,970   $1,725,409       (4)
Loans                                  4,532,893    4,413,283        3
Total Assets                           7,012,346    6,829,509        3
Deposits                               5,051,649    5,109,821       (1)
Shareholders' Equity                     556,351      583,350       (5)

Book Value per Share                      $11.39       $11.99
Equity to Assets Ratio                      7.93%        8.54%
Risk Adjusted Capital/Assets Ratio         11.73        12.37

Asset Quality
- --------------------------------------------------------------------------------
Nonperforming Assets to Loans               0.86%        0.78%
Loans 90 Days Past Due                      0.44         0.57
- --------------------------------------------------------------------------------
   Total Risk Elements to Loans             1.30%        1.35%
- --------------------------------------------------------------------------------
Allowance for Credit Losses to Loans        1.34%        1.36%
Allowance to Nonperforming Loans             169          195
Net Charge-Offs to Average Loans (2)        0.28         0.28
- --------------------------------------------------------------------------------
(1)  Fully taxable-equivalent
(2)  Annualized
(3)  Where applicable, 1999 amounts are reported exclusive of special charges
     associated with the school districts' settlement and unification of
     Keystone's seven banks under a single charter.




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