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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): May 16, 2000
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KEYSTONE FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation)
0-11460 23-2289209
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(Commission File Number) (I.R.S. Employer Identification No.)
One Keystone Plaza, P.O. Box 3660,
Harrisburg,Pennsylvania 17105-3660
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717) 233-1555
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(NOT APPLICABLE)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On May 17, 2000, Keystone Financial, Inc. (the "Registrant") announced
that it had entered into a definitive agreement with M&T Bank Corporation
("M&T"), Buffalo, New York, pursuant to which M&T, a bank holding company, will
acquire the Registrant upon the satisfaction of a number of conditions. Upon
consummation of the transaction, Keystone Financial Bank, N.A., the Registrant's
national bank subsidiary, will be merged into Manufacturers and Traders Trust
Company ("M&T Bank"), M&T's principal commercial bank subsidiary.
M&T is upstate New York's largest retail deposit holder, with 272
branches in New York. At March 31, 2000, M&T reported approximately $22.7
billion in assets. M&T's common stock is registered pursuant to Section 12(b) of
the Securities Exchange Act of 1934, as amended (File No. 000-11460). Additional
information concerning M&T is on file with the Securities and Exchange
Commission.
Each share of the Registrant's common stock outstanding at the time the
Merger (as defined below) is consummated will, at the election of the holder
thereof, be converted in to either 0.05 of a share of common stock of M&T (and
cash in lieu of fractional shares) or the right to receive $21.50 in cash as
provided in the Agreement and Plan of Merger, dated as of May 16, 2000, by and
among the Registrant, M&T and M&T's wholly owned subsidiary, Olympia Financial
Corp. ("Olympia"), providing for the merger (the "Merger") of the Registrant
with and into Olympia (the "Plan of Merger"). The Plan of Merger is set forth as
Annex A to the Agreement and Plan of Reorganization (the "Reorganization
Agreement" and, together with the Plan of Merger, the "Merger Agreements"),
dated as of May 16, 2000, by and among M&T, the Registrant and Olympia. A copy
of the Reorganization Agreement is filed as Exhibit 2.1 hereto and is
incorporated herein by reference. Subject to possible adjustments set forth in
the Plan of Merger, the total number of shares of the Registrant's common stock
to be exchanged for shares of common stock of M&T shall be 65% of the 48,930,000
shares of the Registrant's common stock outstanding on May 16, 2000. Elections
by shareholders of the Registrant to receive shares of common stock of M&T or
cash are subject to the allocation and proration procedures set forth in the
Plan of Merger.
In addition, in connection with the Merger, M&T has stated that it
intends to declare a 10-for-1 split on its common stock, and to increase the
cash dividend payable on its common stock after the transaction to $2.50 per
quarter on each pre-split share.
Consummation of the Merger is subject to a number of conditions,
including regulatory approvals and the approval of M&T's and the Registrant's
respective shareholders. Subject to the satisfaction of all conditions, it is
anticipated that the transaction will be completed in late 2000.
Following the consummation of the Merger, Mr. Carl L. Campbell,
Chairman, President and Chief Executive Officer of the Registrant, will be
elected Vice Chairman and a director of each of M&T and M&T Bank. Four other
directors of the Registrant will join Mr. Campbell on M&T's and M&T Bank's
boards of directors. Mr. Robert G. Wilmers will continue as President and Chief
Executive Officer of M&T and Chairman of M&T Bank.
In connection with the execution and delivery of the Merger Agreements,
the Registrant granted M&T a stock option (the "Stock Option") to acquire up to
19.9% of the outstanding shares of common stock of the Registrant under certain
conditions. A copy of the Stock Option Agreement, dated as of May 16, 2000, by
and among M&T and the Registrant granting the Stock Option is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
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The press release and analysts presentation issued by M&T and the
Registrant with respect to the announcement of the Merger are filed as Exhibits
99.2 and 99.3, respectively, hereto and incorporated herein by reference. Each
of the press release and analysts presentation contains forward-looking
statements with respect to the financial condition, results of operations and
business of M&T and the Registrant and, assuming the consummation of the Merger,
the combined company, including statements relating to: (a) the cost savings and
accretion to reported earnings that will be realized from the Merger; (b) the
impact on revenues of the Merger, and (c) the restructuring charges expected to
be incurred in connection with the Merger. These forward-looking statements
involve certain risks and uncertainties. Factors that may cause actual results
to differ materially from those contemplated by such forward-looking statements
include, among others, the following possibilities: (1) expected cost savings
from the Merger cannot be fully realized or realized within the expected time
frame; (2) revenues following the Merger are lower than expected; (3)
competitive pressure among depository institutions increases significantly; (4)
costs or difficulties related to the integration of the business of M&T and the
Registrant are greater than expected; (5) changes in the interest rate
environment reduce interest margins; (6) general economic conditions, either
nationally or in the states in which the combined company will be doing
business, are less favorable than expected; or (7) legislation or regulatory
requirements or changes adversely affect the business in which the combined
company would be engaged.
The foregoing descriptions of and references to all of the
above-mentioned agreements and documents are qualified in their entirety by
reference to the complete texts of the agreements and documents that are filed
herewith and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
The following exhibits are filed herewith or incorporated herein by reference:
Exhibit No.
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2.1 Agreement and Plan of Reorganization, dated as of May 16, 2000,
by and among M&T Bank Corporation, Olympia Financial Corp. and
Keystone Financial, Inc. (including the Plan of Merger as Annex A
thereto) (incorporated by reference to Exhibit 2 to the Current
Report on Form 8-K filed by M&T Bank Corporation, File No.
001-09681, filed with the Securities and Exchange Commission on
May 23, 2000).
99.1 Stock Option Agreement, dated as of May 16, 2000 by and between
M&T Bank Corporation and Keystone Financial, Inc. (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed
by M&T Bank Corporation, File No. 001-09681, filed with the
Securities and Exchange Commission on May 23, 2000).
99.2 Joint Press Release, dated May 17, 2000 (incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K filed by M&T Bank
Corporation, File No. 001-09681, filed with the Securities and
Exchange Commission on May 23, 2000).
99.3 Analysts Presentation (incorporated by reference to Exhibit 99.3
to the Current Report on Form 8-K filed by M&T Bank Corporation,
File No. 001-09681, filed with the Securities and Exchange
Commission on May 23, 2000).
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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.
Date: May 24, 2000 By: /s/ Donald F. Holt
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Name: Donald F. Holt
Title: Executive Vice President
and Chief Financial Officer
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Exhibit List
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Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated as of May 16, 2000,
by and among M&T Bank Corporation, Olympia Financial Corp. and
Keystone Financial, Inc. (including the Plan of Merger as Annex A
thereto) (incorporated by reference to Exhibit 2 to the Current
Report on Form 8-K filed by M&T Bank Corporation, File No.
001-09681, filed with the Securities and Exchange Commission on
May 23, 2000).
99.1 Stock Option Agreement, dated as of May 16, 2000 by and between
M&T Bank Corporation and Keystone Financial, Inc. (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed
by M&T Bank Corporation, File No. 001-09681, filed with the
Securities and Exchange Commission on May 23, 2000).
99.2 Joint Press Release, dated May 17, 2000 (incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K filed by M&T Bank
Corporation, File No. 001-09681, filed with the Securities and
Exchange Commission on May 23, 2000).
99.3 Analysts Presentation (incorporated by reference to Exhibit 99.3
to the Current Report on Form 8-K filed by M&T Bank Corporation,
File No. 001-09681, filed with the Securities and Exchange
Commission on May 23, 2000).
