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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Keystone Financial, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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Information Concerning Participants
Keystone Financial, Inc. (the "Company") and certain other persons named
below may be deemed to be participants in the solicitation of proxies of the
Company's shareholders to approve the proposed merger transaction between M&T
Bank Corporation and the Company. The participants in this solicitation may
include the directors of the Company: A. Joseph Antanavage, Harold L. Brake,
George T. Brubaker, Carl L. Campbell, Paul I. Detwiler, Jr., Donald Devorris,
Gerald E. Field, Philip C. Herr, II, Alan W. Holman, Richard G. King, Uzal H.
Martz, Jr., Max A. Messenger, William L. Miller, Don A. Rosini, James I.
Scheiner, F. Dale Schoeneman, Ronald C. Unterberger, G. William Ward and Ray L.
Wolfe; as well as the executive officers of the Company: Carl L. Campbell,
Chairman, President and Chief Executive Officer, Mark L. Pulaski, President,
Wealth Management Division, Ben G. Rooke, Executive Vice President, Vice
Chairman, General Counsel and Secretary, George R. Barr, Jr., Executive Vice
President and Deputy General Counsel, Edwin R. Eckberg, Executive Vice
President, and Donald F. Holt, Executive Vice President and Chief Financial
Officer. As of the date of this communication, Philip C. Herr, II owns 1.16% of
the Company's outstanding common stock, and none of the other foregoing
participants individually beneficially owns in excess of 1% of the Company's
outstanding common stock. The directors and executive officers of the Company
beneficially own in the aggregate approximately 4.7% of the Company's
outstanding common stock. In addition, Messrs. Campbell, Rooke and Pulaski
entered into new employment agreements with M&T Bank Corporation effective upon
consummation of the merger. Additional information about the directors and
executive officers of the Company is included in the Company's proxy statement
for its 2000 Annual Meeting of Shareholders filed with the SEC on April 7, 2000.
Information will also be included in a joint proxy statement/prospectus to be
filed by M&T Bank Corporation and the Company in connection with the proposed
merger. Investors will be able to obtain these documents free of charge at the
SEC's web site (www.sec.gov) or by contacting Keystone Financial, Inc., One
Keystone Plaza, Harrisburg, Pennsylvania 17105-3660, Attention: Investor
Relations, telephone (717) 233-1555.
Investors should read the joint proxy statement-prospectus carefully when
it becomes available before making any voting or investment decisions.
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[Logo of KEYSTONE FINANCIAL]
May 19, 2000
Dear Shareholders:
Yesterday the Board of Directors announced the merger of Keystone
Financial, Inc. ("Keystone") into M&T Bank Corporation ("M&T"). This
transaction is subject to approval by the shareholders of both organizations
and appropriate regulatory authorities. It is expected to close by year end.
Attached to this letter is a copy of the press release announcing this merger.
Keystone has consistently stated that in a consolidating and changing
industry, at some point, it may be appropriate to become part of a larger
franchise. This transaction provides Keystone with the opportunity to join a
well-respected and high-performing organization. The Board of Directors of
Keystone view this transaction as being in the best interest of Keystone and
its shareholders, taking into account all relevant information.
The terms of the transaction are set forth in the attached press release.
In view of the merger announcement, the Annual Meeting for Keystone will be
adjourned to a date to be determined. A special Shareholder Meeting for
Keystone will be called to approve this transaction.
Very truly yours,
/s/ Carl L. Campbell
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Carl L. Campbell
CLC/GRB/sjm
Enclosure
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Contact:
M&T Bank Corporation For Immediate Release:
Michael Piemonte (716) 842-5887 Wednesday, May 17, 2000
Keystone Financial, Inc.
Jacquelyn Basso (717) 231-5723
Elizabeth Braungard (717) 231-5732
KEYSTONE FINANCIAL, INC. TO MERGE WITH M&T BANK CORPORATION
Harrisburg, PA (May 17, 2000)--M&T Bank Corporation ("M&T") (NYSE:MTB),
a $22.8 billion bank holding company headquartered in Buffalo, New York and
Harrisburg, Pennsylvania-based Keystone Financial, Inc. ("Keystone")
(NASDAQ:KSTN) with $7.0 billion in assets announced jointly today that Keystone
will merge into M&T.
Giving M&T its most significant presence outside New York State to date, the
merger will create a banking franchise with 450 branches and nearly 1,000 ATMs
in four states: New York, Pennsylvania, Maryland and West Virginia.
The combined company will become Pennsylvania's fifth largest retail deposit
holder, with a network of 171 branches in 33 counties throughout the central
part of the state. Headquartered in Harrisburg, Keystone currently operates in
Altoona, State College, Pottsville, Williamsport, suburban Philadelphia and
other Pennsylvania communities. An additional 25 branches are located in
Cumberland, Hagerstown and Frederick, Maryland and the Keyser area of West
Virginia.
M&T is upstate New York's largest retail deposit holder with 272 branches in
New York and northeastern Pennsylvania. Keystone's merger with M&T will create
the 29th largest independent bank holding company in the United States with
$29.8 billion in pro forma assets.
"M&T Bank has grown successfully because we work hard to understand our
customers' personal and professional needs--and then to provide high quality
financial products and services that meet those needs. As we expand further
into Pennsylvania and beyond, we remain committed to establishing that same
kind of relationship with our new customers--just as we are committed to the
well-being of the communities we serve," Robert G. Wilmers, M&T Bank Chairman
and CEO, said.
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"With this merger, Keystone joins forces with a financial services institution
long-known for quality, consistency and success. Together, we will create an
even stronger institution that will benefit our customers and communities,"
Carl L. Campbell, Keystone Financial, Inc. Chairman and CEO, said.
The merged institution will provide customers with a full range of financial
products and services, including 24-hour internet banking and telephone
banking services, an extensive ATM network, a wide array of investment and
insurance products and a full line of mortgage products.
Both M&T and Keystone are leading SBA lenders in their respective states, and
the new company will offer a complete lineup of commercial banking products
and services to small and medium-sized businesses.
Officials at both companies noted that, because there is very little overlap
between the two retail branch networks, the merger will result in few branch
consolidations. The companies expect to retain nearly all of Keystone's
current front-line employees who interact with customers.
Merger Terms
Under terms of the merger agreement, Keystone shareholders will have the
option of receiving 0.050 shares of M&T common stock or $21.50 in cash in
exchange for each outstanding share of Keystone common stock, subject to the
requirement that, in total, 65% of the 48,930,000 shares of Keystone stock
currently outstanding are exchanged for M&T stock and the remainder for cash.
Based on the current number of shares of Keystone common stock currently
outstanding and assuming 31,804,500 shares of Keystone common stock are
exchanged for 1,590,225 shares of M&T common stock, the merger has an
indicated value of $1 billion, making it M&T's largest merger ever.
Simultaneously with the completion of the merger, M&T will effect a 10-for-1
split on its common stock, with the 0.05 exchange ratio being adjusted to 0.5
to reflect the split. M&T also intends to double the cash dividend on its
common stock in connection with the closing of the merger to the equivalent of
$2.50 per quarter on each pre-split share.
The transaction has been approved by the boards of directors of both
companies, and is subject to receiving various regulatory approvals and
approvals of each company's stockholders, among other conditions. It is
anticipated that the transaction will be completed in the fourth quarter of
2000. In conjunction with this process, the annual
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meeting Keystone scheduled for May 25, 2000 has been postponed indefinitely.
Special shareholders meetings of both companies will be scheduled to vote on
the merger.
Following the merger, Mr. Campbell will become a vice chairman of M&T Bank
Corporation and its principal banking subsidiary, M&T Bank, and a member of the
M&T and M&T Bank boards of directors. Mr. Campbell also will serve as Chairman
of M&T's Pennsylvania operations. Four other directors of Keystone also will
join the M&T Bank Corporation and M&T Bank boards of directors. Mr. Wilmers
will continue as President and CEO of M&T Bank Corporation and Chairman and CEO
of M&T Bank.
M&T Bank Profile
Since 1983, when Mr. Wilmers became Chairman and CEO of M&T Bank Corporation
(formerly First Empire State Corporation), M&T has grown from less than $2
billion in assets to $22.8 billion as of March 31, 2000.
M&T also has grown through 14 mergers and acquisitions conducted during the
1990's, including its 1998 acquisition of ONBANCorp's 59 branches in New York
and 19 in Pennsylvania.
Although M&T's steady growth has vaulted it into the upper ranks of American
banking organizations, it has not fundamentally altered the way it conducts
business--M&T remains committed to operating as a "community bank." A
conservative managerial approach--one that stresses in-depth market and
customer knowledge, local decision-making, consistent lending decisions and
support for local initiatives--defines M&T's operating philosophy.
As a community bank, M&T recognizes that its success is uniquely dependent on
the well-being of the communities in which it operates. By all measures, M&T
provides significant support for its regional markets and impacts favorably on
the economic and social well-being of its neighbors.
M&T Bank has earned the highest possible ratings from both the Federal Reserve
Bank of New York and the New York State Banking Department since 1988 for
meeting the credit needs of the communities it serves. M&T also has been
consistently recognized for exceptional commitment to entrepreneurs and small
business owners. And, M&T receives high marks for its level of community
support and volunteer efforts.
This press release contains forward-looking statements with respect to the
anticipated effects of the merger. The following factors, among others, could
cause the actual
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results of the merger to differ materially from M&T's expectations: the ability
to timely and fully realize the expected cost savings and revenues;
competition; changes in economic conditions, interest rates and financial
markets; and changes in legislation or regulatory requirements. M&T does not
assume any duty to update forward-looking statements.
Information regarding the identity of the persons who, under SEC rules, be
deemed to be participants in the solicitation of shareholders of M&T and
Keystone in connection with the merger, and their interest in the solicitation,
is set forth in a Schedule 14A filed on the date of this press release with the
SEC.
M&T and Keystone will be filing a joint proxy statement/prospectus and other
relevant documents concerning the transaction with the SEC. Investors are urged
to read the joint proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. Investors will be able to obtain these documents free of charge at
the SEC's web site (www.sec.gov). In addition, documents filed with the SEC by
M&T may be obtained free of charge by contacting M&T Bank Corporation at One
M&T Plaza, Buffalo, New York 14203, Attention: Investor Relations, (716) 842-
5445. Documents filed with the SEC by Keystone will be available free of charge
by contacting Keystone Financial, Inc., P.O. Box 708, Altoona, Pennsylvania,
16603, Attention: Shareholder Relations, (717) 233-1555.
Investors should read the joint proxy/prospectus carefully when it becomes
available before making any voting or investing decisions.
