UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[x] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Or
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ________________
Commission file Number: 2-88927
FIRST KEYSTONE CORPORATION
(Exact name of registrant as specified in its Charter)
PENNSYLVANIA 23-2249083
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
111 West Front Street, 18603
Berwick, Pennsylvania (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (717) 752-3671
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, par value $2.00 per share
Indicate by check mark whether the Registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No______
Indicate by check mark if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-K contained in this
form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates on
the Registrant based on the closing price as of March 17, 2000, was
approximately $44,636,280.
The number of shares outstanding of the issuer's Common Stock, as
of March 17, 2000, was 2,833,727 shares of Common Stock, par value
$2.00 per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to stockholders of the Registrant
for the year ended December 31, 1999, are incorporated by reference in
Part II of this Annual Report.
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FIRST KEYSTONE CORPORATION
FORM 10-K/A
Table of Contents
Part II Page
Item 8. Financial Statements and
Supplementary Data 1
Part IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K 1
Signatures 3
Exhibit 13 4
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Part II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Corporation's Consolidated Financial Statements and notes
thereto appearing on pages 4 through 25 of the Corporation's Annual
Report to Shareholders for the year ended December 31, 1999, which
pages are included in Exhibit 13 hereto, are incorporated in their
entirety by reference in response to this Item 8.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) 1. The Registrant's consolidated financial statements
and notes thereto as well as the applicable reports of the independent
certified public accountants are filed at Exhibit 13 hereto and are
incorporated in their entirety by reference under this Item 14(a)1.
2. All schedules are omitted because they are not
applicable or the required information is shown in the financial
statements or notes thereto.
3. The exhibits required by Item 601 of the Regulation S-K are
included under Item 14(c) hereto.
(b) The Corporation filed no reports on Form 8-K during the last
quarter of the year ended December 31, 1999.
(c) Exhibits required by Item 601 of Regulation S:
1
<PAGE>
Exhibit Number Referred to
Item 601 of Regulation S-K Description of Exhibit
2 None.
3i Articles of Incorporation, as
amended (Incorporated by reference
to Exhibit 3(i) to the
Registrant's Annual Report on Form
10-KSB for the year ended December
31, 1996).
3ii By-Laws, as amended (Incorporated
by reference to Exhibit 3(ii) to
the Registrant's Annual Report on
Form 10-KSB for the year ended
December 31, 1996).
4 Articles of Incorporation, as
amended, and By-Laws, as amended
(Incorporated by reference to
Exhibit 3(i) to the Registrant's
Annual Report on Form 10-KSB for
the year ended December 31, 1996).
9 None.
Exhibit Number Referred to
Item 601 of Regulation S-K Description of Exhibit
11 Computation of Earnings Per Share
incorporated by reference to
Exhibit 11 to the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1999.
12 Statement of Computation of Ratios
(See the information appearing on
page 2 of Registrant's Summary of
Selected Financial Data, which
page is included in Exhibit 11 and
pages 27 and 37 of Registrant's
1999 Annual Report, which pages
are included in Exhibit 13.)
13 Excerpt from Annual Report to
Shareholders for Fiscal Year Ended
December 31, 1999.
21 List of Subsidiaries of the
Corporation (Incorporated by
reference to Exhibit 22 to the
Registrant's Annual Report on Form
10-K for the year ended December
31, 1999.
23 Consent of Independent Auditors.
27 Financial Data Schedule.
99 Definitive Proxy Statement, Notice
of Annual Meeting and Form of
Proxy for the Annual Meeting of
Shareholders to be held April 18,
2000.
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST KEYSTONE CORPORATION
(Registrant)
By: /s/ J. Gerald Bazewicz
J. Gerald Bazewicz
President and Chief Executive Officer
Date: June 9, 2000
3
