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September 5, 2000
Keystone Financial Shareholders Approve M&T Bank Merger
Harrisburg, PA - Keystone Financial Inc., (NASDAQ:KSTN) ("Keystone"),
announced that, at its special meeting of shareholders held September 5, 2000,
it received approval of the proposed merger with M&T Bank Corporation
(NYSE:MTB)("M&T"). Approximately 91.4% of shares voted were cast in favor of the
proposed merger.
A special meeting for M&T shareholders will be held at M&T Center, One
Fountain Plaza, Buffalo, New York on Tuesday, September 19, 2000 at 11 a.m.
local time to vote on the proposed merger and a charter amendment that will
facilitate a proposed 10-for-1 split of M&T's common stock.
Completion of the merger is anticipated in early October. The
appropriate governmental approvals have been received. Under terms of the merger
agreement, stockholders of Keystone have the option, subject to the allocation
and proration provisions of the agreement, of electing to receive .05 shares
of M&T common stock or $21.50 in cash in exchange for each outstanding share of
Keystone common stock. The deadline for receipt of all required documents
regarding shareholders' elections by the exchange agent is no later than 5 p.m.
New York City time, on Wednesday, September 20, 2000.
The merger will create a bank with approximately 450 offices in New
York, Pennsylvania, Maryland and West Virginia, and combined assets of
approximately $30 billion. M&T Bank will become the 29th largest independent
banking company in the United States.
"With this merger, Keystone joins forces with a financial institution
that has a proven track record of creating exceptional value for it's
shareholders, a dedication to customer service and a commitment to the
communities it serves," stated Keystone Chairman, President and CEO Carl
Campbell.
Keystone, 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. For more information, visit
www.e-keystonefinancial.com. or www.mandtbank.com on the internet.
