KEYSTONE FINANCIAL INC
8-K, 2000-05-18
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) May 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 May 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:  May 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
               May 18, 2000.

<PAGE>




For more information, please contact:
Jacquelyn Basso                             or        Elizabeth Braungard
VP, Director of Marketing                             VP, Director of Marketing
(Support Services)                                    (Delivery Services)
(717) 231-5723                                        (717) 231-5732

May 18, 2000


                Keystone Financial Adjourns Shareholders Meeting

     Harrisburg, PA - Yesterday, Keystone Financial, Inc.(NASDAQ:KSTN) and M & T

Bank  Corporation  (NYSE:  MTB)  jointly  announced  they  have  entered  into a

definitive agreement to merge the two companies.


     As a result  of the  pending  transaction  with M&T Bank  Corporation,  the

previously  scheduled Keystone Financial  shareholders meeting scheduled for May

25,  2000  at the  Harrisburg  Hilton  will  be  adjourned  to a date  yet to be

determined.


     An  announcement  regarding  the date,  time and  place of the  rescheduled

meeting  will be made as soon as a  definitive  date  for  consideration  of the

matters  scheduled  for the  Annual  Meeting  of the  shareholders  of  Keystone

Financial is determined.


     Keystone  Financial,   Inc.,  the  fourth  largest  financial   institution

headquartered in Pennsylvania  with assets of  approximately $7 billion,  is the

holding  company  for  Keystone  Financial  Bank,  N.A.  which has more than 175

community  offices in  Pennsylvania,  Maryland  and West  Virginia  and a Mobile

Banking Unit which operates  throughout the tri-state area.  Keystone  Financial

also  operates  Martindale  Andres  &  Co.,  an  investment-management  services

provider;  Keystone Financial Mortgage Co.; MMC&P, a retirement-benefit services

firm,  Keystone  Brokerage,  LLC; 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 Financial can be reached on the Internet

at www.keyfin.com.

                                      # # #





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