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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
FIRST KEYSTONE FINANCIAL, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
320655103
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(CUSIP Number)
Stephen H. Gordon
Genesis Financial Partners, L.P.
3101 West Coast Highway, Suite 402
Newport Beach, CA 92663
(714) 548-9900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
With a copy to:
Jonathan D. Joseph
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94120
(415) 983-1000
August 21, 1996
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(Date of event which requires filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 17 Pages
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CUSIP No. 320655103
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS: GENESIS FINANCIAL PARTNERS, L.P.
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) / /
(b) / /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC BK AF
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) / /
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
- ----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 76,500 (see Items 2 and 5)
SHARES -----------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER NONE
EACH -----------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 76,500 (see Items 2 and 5)
-------------------------------------------------
10 SHARED DISPOSITIVE POWER NONE
-------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 76,500 (see Items 2 and 5)
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 5.92%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
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Page 2 of 17 Pages
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CUSIP No. 320655103
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS: GEN FIN, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) / /
(b) / /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) / /
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 76,500 (see Items 2 and 5)
SHARES -----------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER NONE
EACH -----------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 76,500 (see Items 2 and 5)
-------------------------------------------------
10 SHARED DISPOSITIVE POWER NONE
-------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON NONE (see Items 2 and 5)
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / /
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 0.0%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
- ----------------------------------------------------------------
Page 3 of 17 Pages
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CUSIP No. 320655103
---------
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS: STEPHEN H. GORDON
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a) / /
(b) / /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF AF
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(E) / /
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
- ----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 76,500 (see Items 2 and 5)
SHARES -----------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER NONE
EACH -----------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 76,500 (see Items 2 and 5)
-------------------------------------------------
10 SHARED DISPOSITIVE POWER NONE
------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 76,500 (see Items 2 and 5)
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / /
- ----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 5.92%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
- ----------------------------------------------------------------
Page 4 of 17 Pages
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This Amendment No. 3 dated August 21, 1996, to a Schedule 13D filed
by Genesis Financial Partners, L.P., a Delaware limited partnership
("Genesis"), Gen Fin Inc., a Delaware corporation ("Gen Fin"), and
Stephen H. Gordon, an individual ("Mr. Gordon"), relates to the common
stock, par value $.01 per share (the "Common Stock") of First Keystone
Financial, Inc., a Pennsylvania corporation (the "Issuer" or "First
Keystone") and is being filed pursuant to Rule 13d-2 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
Item 4. Purpose of Transaction.
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Item 4 is hereby supplementally amended as follows:
On August 20, 1996, Genesis delivered to Carol Walsh, Corporate
Secretary of First Keystone, a letter advising First Keystone that
Genesis intends to present a shareholder proposal at First Keystone's
1997 Annual Meeting of Shareholders pursuant to the Securities Exchange
Act of 1934 (the "1934 Act") and Rule 14a-8 ("Rule 14a-8") thereof.
The resolution which Genesis plans to introduce at the Annual Meeting
is as follows:
RESOLVED, that the shareholders of First Keystone
Financial, Inc. hereby inform the Board of Directors
that they do not approve of the Company's performance
or direction and, therefore, it is the desire of the
shareholders that the Board of Directors immediately
take the necessary steps to achieve a sale, merger or
other acquisition (not including a merger of equals) of
First Keystone Financial, Inc. as promptly as possible
on terms that will maximize shareholder value.
The letter also advised First Keystone that Genesis is exercising
its rights pursuant to Rule 14a-7 of the 1934 Act ("Rule 14a-7").
Rule 14a-7 requires First Keystone to advise Genesis within 5 business
days after receipt of the August 20, 1996, letter whether First Keystone
has elected to mail for Genesis soliciting materials to be prepared by
Genesis or to provide to Genesis a security holder list and updated
information related thereto. A copy of the August 20, 1996, letter
is attached as Exhibit A and is incorporated herein by reference.
Genesis is considering submitting a series of additional proposals
under Massachusetts law, as well as potentially nominating an alternative
slate or partial slate of director nominees, although no final determination
in that regard has been made.
As part of its continuing efforts to assess the value of its investment
in First Keystone, Genesis may communicate with, among others, First
Keystone's management, its board of directors, other shareholders and
prospective shareholders of First Keystone. In addition Genesis reserves
the right to exercise any and all of its respective rights as a shareholder
of First Keystone in a manner consistent with its equity interests.
Except as set forth above, none of Genesis, Gen Fin, or Mr. Gordon,
has any present plans or intentions which will result in or relate to any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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Items 5(a) and (b) are hereby amended in their entirety to read as
follows:
Page 5 of 17 Pages
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(a)-(b) As the owner of the securities held by it, Genesis in its
capacity as a limited partnership, (and therefore Gen Fin and Mr. Gordon)
may be deemed to be, for purposes of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, the beneficial owner of 76,500 shares
(5.92%) of the Common Stock of the Issuer. The percentage of stock owned
by Genesis is based upon 1,292,500 shares of Common Stock outstanding,
as reported in the Issuer's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 1996. Gen Fin, as the general partner of
Genesis, has the sole power to vote or direct the vote, and the sole
power to dispose or to direct the disposition of the shares of the Common
Stock covered by this Statement. Gen Fin, however, disclaims any
beneficial ownership in any shares covered by this Statement. Mr. Gordon
is a limited partner in Genesis and the sole shareholder, director and
President of Gen Fin. In his capacity as a limited partner of Genesis,
Mr. Gordon has no voting or investment power over the shares of Common
Stock covered by this Statement; however, his ownership and control of
Gen Fin provide him with the indirect power to vote and to direct the
vote, and the indirect power to dispose or to direct the disposition of
the shares of Common Stock of the Issuer covered by this Statement.
Item 7. Materials To Be Filed as Exhibits.
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Exhibit A - Letter dated August 20, 1996 from Genesis
Financial Partners, L.P. to Carol Walsh,
Corporate Secretary of First Keystone
Financial, Inc.
Page 6 of 17 Pages
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: August 29, 1996.
Genesis Financial Partners, L.P.,
a Delaware limited partnership
By: Gen Fin, Inc.,
a Delaware corporation
Its General Partner
By: Stephen H. Gordon
President
/s/ Stephen H. Gordon
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Page 7 of 17 Pages
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: August 29, 1996
Gen Fin, Inc.,
a Delaware corporation
By: Stephen H. Gordon
President
/s/ Stephen H. Gordon
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Page 8 of 17 Pages
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: August 29, 1996
/s/ Stephen H. Gordon
-----------------------------
Stephen H. Gordon
Page 9 of 17 Pages
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EXHIBIT INDEX
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Exhibit Exhibit Name Page No.
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A Letter dated August 20, 1996 from 12
Genesis Financial Partners, L.P. to
Carol Walsh, Corporate Secretary of
First Keystone Financial, Inc.
Page 10 of 17 Pages
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EXHIBIT A
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Letter dated August 20, 1996 from Genesis Financial Partners, L.P.
to Carol Walsh, Corporate Secretary of First Keystone Financial, Inc.
Page 11 of 17 Pages
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[LETTERHEAD OF GENESIS FINANCIAL PARTNERS, L.P.]
August 20, 1996
VIA FACSIMILE AND FEDERAL EXPRESS
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Ms. Carol Walsh
Corporate Secretary
First Keystone Financial, Inc.
22 West State Street
Media, Pennsylvania 19063
Re: Notice of Shareholder Proposal Pursuant to Securities
Exchange Act of 1934 Rule 14a-8 and Exercise of Rights
Pursuant to Rule 14a-7
Dear Ms. Walsh:
Please be advised that the undersigned, Genesis Financial Partners,
L.P. ("Genesis), which beneficially owns 76,500 shares (5.92%) of the
Common Stock of First Keystone Financial, Inc. ("First Keystone"),
intends (through its general partner, Gen Fin, Inc. and Gen Fin's
President and sole shareholder, Stephen H. Gordon) to present a
shareholder proposal at First Keystone's 1997 Annual Meeting of
Shareholders pursuant to the Securities Exchange Act of 1934 (the
"1934 Act") and Rule 14a-8 ("Rule 14a-8"). Pursuant to Rule 14a-8,
said proposal must be set forth in First Keystone's proxy statement
and First Keystone's form of proxy must provide a means for all
shareholders to vote on the proposal. The undersigned will appear
personally at First Keystone's 1997 Annual Meeting of Shareholders
to present the proposal for action.
Genesis and Stephen H. Gordon certify that together they have
continually beneficially owned more than $1,000 of First Keystone
Common Stock since prior to August 20, 1995, and intend to continue to
own at least $1,000 of First Keystone Common Stock through the date of
the 1997 Annual Meeting of Shareholders.
<PAGE>
Ms. Carol Walsh
August 20, 1996
Page 2
The proposal and a statement in support thereof follows:
PROPOSAL
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RESOLVED, that the shareholders of First Keystone
Financial, Inc. hereby inform the Board of Directors that
they do not approve of the Company's performance or
direction and, therefore, it is the desire of the
shareholders that the Board of Directors immediately take
the necessary steps to achieve a sale, merger or other
acquisition (not including a merger of equals) of First
Keystone Financial, Inc. as promptly as possible
on terms which will maximize shareholder value.
Supporting Statement
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The sale of First Keystone Financial, Inc. to a
larger, more Competitive financial institution, would, in
our view, provide to shareholders, the true owners of this
Company, a premium representing a significant improvement
over the Company's recent stock price. We believe
management cannot deliver stock performance which would
remotely approach the premium obtainable if the Company
sold.
Given the substandard performance of First Keystone
(i.e., 3.6% Return on Equity for the fiscal year ended
September 1994, 5.6% Return on Equity for the fiscal year
ended September 1995 and averaging under a 7% Return on
Equity for the first three quarters of 1996) and what we
believe to be a management team without the commitment or
discipline to consistently maximize shareholder value,
Genesis does not believe the shareholders should support
the present independent course which has generated such
mediocre returns. Instead, we recommend that the Company
be sold as promptly as possible on terms which will
maximize shareholder value. We believe that such a sale
can be structured by the Company within 90 days after the
Meeting Date.
Rule 14a-7
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In connection with any shareholder solicitation which Genesis may
make in furtherance of its proposal, please be advised that Genesis is
exercising its rights pursuant to the Rule 14a-7 ("Rule 14a-7") under
the 1934 Act. You are requested to advise us within five (5) business
days of receipt of this letter whether First Keystone will elect to
mail any soliciting materials for us or provide within five business
days of today a
<PAGE>
Ms. Carol Walsh
August 20, 1996
Page 3
security holder list (and, thereafter, updated information related
thereto) pursuant to Rule 14a-7(a)(2)(ii)(1). You are also required
pursuant to Rule 14a-7(a)(1) to provide to us within five (5) business
days after receipt of this letter:
(1) A statement of the approximate number of record
holders and beneficial holders, separated by type of holder
and class, owning securities in the same class or classes
as holders which have been or are to be solicited on
management's behalf, or any more limited group of such
holders designated by Genesis if available or retrievable
under the registrant's or its transfer agent's security
holder data systems; and
(2) The estimated cost of mailing a proxy statement, form
of proxy or other communication to such holders, including
to the extent known or reasonably Available, the estimated
costs of any bank, broker, and similar person through
whom the registrant has solicited or intends to solicit
beneficial owners in connection with the security holder
meeting or action.
With respect to subparagraph 1, above, please also specifically
advise us how many record holders and beneficial owners hold (i) 1,000
or more shares; and (ii) 10,000 or more shares, of First Keystone's
Common Stock and provide the total aggregate number of shares held by
each of these subgroups. If shares owned or controlled by directors
and officers (and their affiliates) are included in these subgroups,
indicate how many of said officers, directors and affiliate shares
are so included in each subgroup.
You are required under applicable Securities and Exchange Commission
(the "SEC") rules to deliver to us the information set forth above on a
timely basis,i.e., by Wednesday, August 28, 1996.
As required by Rule 14a-7(c), enclosed is a copy of a current filing
made by Genesis with the SEC on Form 13-D
[FN]
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(1) If First Keystone elects not to mail the Genesis soliciting
material pursuant to Rule 14a-7(a)(2)(i), then, pursuant to Rule
14a-7(a)(2)(ii), provide a reasonably current list of the names,
addresses and security positions of the record holders, including banks,
brokers and similar entities and the most recent list of names, addresses
and security positions of beneficial owners as specified in Section
240.14a-13(b), in the possession, or which subsequently comes into the
possession, of First Keystone.
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Ms. Carol Walsh
August 20, 1996
Page 4
(Amendment No. 2) which Genesis has previously furnished to you. This
filing confirms that Genesis is the beneficial owner of 76,500 shares of
First Keystone's Common Stock. Also provided herewith as Schedule A is
an affidavit in the form required by Rule 14a-7(c)(2). We hereby confirm
that we will comply with the requirements of Rule 14a-7(d) to the extent
First Keystone provides to us the information set forth in Rule
14a-7(a)(2)(ii) and will reimburse First Keystone as required by Rule
14a-17(e).
Sincerely,
/S/ STEPHEN H. GORDON
Stephen H. Gordon
President
Gen Fin, Inc., General Partner
Enc.
cc: Mr. Donald S. Guthrie
Members of the Board of Directors
Jonathan D. Joseph, Esq.
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AFFIDAVIT OF STEPHEN H. GORDON
------------------------------
I, STEPHEN H. GORDON, declare as follows:
1. I am the President of Gen Fin, Inc., the general partner of Genesis
Financial Partners, L.P. ("Genesis").
2. Attached hereto as Exhibit A is a true and correct copy of Amendment
---------
No. 2 to Schedule 13D that Genesis filed with the Securities and Exchange
Commission (the "SEC") on or about May 3, 1996.
3. Attached hereto as Exhibit B is a true and correct copy of Genesis'
---------
letter of August 20, 1996 to Carol Walsh, Corporate Secretary which sets
forth the proposal that will be made by Genesis at the Annual Meeting of
Shareholders of First Keystone Financial, Inc.
4. As required by SEC Rule 14a-7(c)(2)
A. I hereby attest that Genesis will not use the security
holder list information for any purpose other than to
solicit security holders with respect to the same
meeting or action by consent or authorization
for which First Keystone Financial, Inc. is soliciting
or intends to solicit or to communicate with security
holders with respect to a solicitation commenced by
First Keystone Financial, Inc.
B. I further attest that Genesis will not disclose such
security holder list information to any person other
Than a beneficial owner for whom the request was made
and an employee or agent of Genesis to the extent
necessary to effectuate the communication or
solicitation.
I declare under penalty of perjury under the laws of the State of
California that the foregoing is true and correct.
Executed August 20, 1996, at Newport Beach, California.
/S/ STEPHEN H. GORDON
--------------------------
Stephen H. Gordon
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Copy of previously filed Amendment No. 2 to Schedule 13D referenced
in above affidavit omitted.
