<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 4)*
FIRST KEYSTONE FINANCIAL, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
320655103
- --------------------------------------------------------------------------------
(CUSIP Number)
Stephen H. Gordon
Genesis Financial Partners, L.P.
3101 West Coast Highway, Suite 402
Newport Beach, CA 92663
(714) 548-9900
- --------------------------------------------------------------------------------
(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
November 22, 1996
- --------------------------------------------------------------------------------
(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 22 Pages
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CUSIP No. 320655103
---------
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
7 SOLE VOTING POWER NONE (see Items 2 and 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER NONE
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER NONE (see Items 2 and 5)
REPORTING
PERSON WITH 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) PN
Page 2 of 22 Pages
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CUSIP No. 320655103
---------
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS: GEN FIN, INC.
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
7 SOLE VOTING POWER NONE (see Items 2 and 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER NONE
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER NONE (see Items 2 and 5)
REPORTING
PERSON WITH 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 22 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
7 SOLE VOTING POWER NONE (see Items 2 and 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER NONE
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER NONE (see Items 2 and 5)
REPORTING
PERSON WITH 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) IN
Page 4 of 22 Pages
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This Amendment No. 4 dated November 22, 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.
Item 4 is hereby supplementally amended as follows:
On November 22, 1996, Genesis delivered to Carol Walsh, Corporate Secretary
of First Keystone, a letter advising First Keystone that Genesis unconditionally
withdraws the shareholder proposal which it had previously submitted to First
Keystone for inclusion at First Keystone's 1997 Annual Meeting of Shareholders
pursuant to the Exchange Act and Rule 14a-8 thereof.
The letter also advised First Keystone that Genesis unconditionally
withdraws its request pursuant to Rule 14a-7 of the Exchange Act that First
Keystone provide to Genesis a security holder list and updated information
related thereto. A copy of the November 22, 1996, letter is attached as Exhibit
A and is incorporated herein by reference.
Except as set forth above or as described in Item 5 below, 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.
Item 5 is hereby amended in its entirety to read as follows:
(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 zero shares (0.0%) of the Common Stock of the
Issuer. 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.
(c) Pursuant to an Agreement ("Agreement") dated November 22, 1996
among First Keystone, Endicott Financial Advisors, L.L.C., as agent for the
purchasers, and Genesis, Genesis agreed to sell 76,500 shares of Common Stock
beneficially owned by Genesis, as well as 11,572 shares of Common Stock owned by
persons who may be deemed to be affiliates or associates of Genesis or who
receive investment advice therefrom (as to which shares Genesis hereby
disclaims any beneficial ownership), at a sale price of $19.50 per share. In
addition, Genesis will be reimbursed for its legal and certain other expenses
incurred in connection with or related to the Agreement.
Page 5 of 22 Pages
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(d) Not applicable.
(e) On November 22, 1996, Genesis ceased to be the beneficial owner of
more than five percent (5.0%) of the Common Stock of First Keystone.
Item 7. Materials To Be Filed as Exhibits.
Exhibit A - Letter dated November 22, 1996 from Genesis Financial
Partners, L.P., to Carol Walsh, Corporate Secretary of First
Keystone Financial, Inc.
Exhibit B - Agreement dated November 22, 1996 among Genesis Financial
Partners, L.P., First Keystone Financial, Inc., and Endicott
Financial Advisors, L.L.C.
Page 6 of 22 Pages
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SIGNATURE
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: December 4, 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
------------------------------
Page 7 of 22 Pages
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SIGNATURE
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: December 4, 1996
Gen Fin, Inc.,
a Delaware corporation
By: Stephen H. Gordon
President
/s/ Stephen H. Gordon
--------------------------
Page 8 of 22 Pages
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SIGNATURE
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: December 4, 1996
/s/ Stephen H. Gordon
-----------------------------
Stephen H. Gordon
Page 9 of 22 Pages
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EXHIBIT INDEX
Exhibit Exhibit Name Page No.
- ------- ------------ --------
A Letter dated November 22, 1996 from Genesis Financial 11
Partners, L.P., to Carol Walsh, Corporate Secretary of
First Keystone Financial, Inc.
B Agreement dated November 22, 1996 among Genesis Financial 13
Partners, L.P., First Keystone Financial, Inc., and
Endicott Financial Advisors, L.L.C.
Page 10 of 22 Pages
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EXHIBIT A
Letter dated November 22, 1996 from Genesis Financial Partners, L.P., to
Carol Walsh, Corporate Secretary of First Keystone Financial, Inc.
Page 11 of 22 Pages
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Exhibit A
[Letterhead of Genesis Financial Partners, L.P.]
November 22, 1996
VIA FACSIMILE AND FEDERAL EXPRESS
Carol Walsh
Secretary
First Keystone Financial, Inc.
22 West State Street
Media, Pennsylvania 19063
Re: Shareholder Proposal
Dear Ms. Walsh:
By letter dated August 20, 1996 (the "Notice"), Genesis Financial Partners,
L.P. ("Genesis") submitted a shareholder proposal (the "Proposal") to First
Keystone Financial, Inc. (the "Company") for inclusion in accordance with the
provisions of Rule 14a-8 of the Securities Exchange Act of 1934 in the Company's
proxy statement to be distributed to stockholders in connection with the
Company's Annual Meeting thereof. You are hereby advised and given notice that
Genesis hereby unconditionally withdraws the proposal and acknowledges that the
Proposal will not be included in the Company's proxy statement or presented at
the Annual Meeting. In addition, Genesis hereby unconditionally withdraws its
request for a stockholder list and certain other information concerning the
Company's stockholders set forth in the Notice.
Sincerely,
/s/ Stephen H. Gordon
Stephen H. Gordon
President
Gen Fin, Inc., General Partner
Page 12 of 22 Pages
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EXHIBIT B
Agreement dated November 22, 1996 among Genesis Financial Partners, L.P.,
First Keystone Financial, Inc., and Endicott Financial Advisors, L.L.C.
Page 13 of 22 Pages
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Exhibit B
AGREEMENT
This Agreement, dated November 22, 1996 (the "Agreement"), is hereby
entered into by and between Endicott Financial Advisors, L.L.C., as agent (the
"Agent") for the purchasers (the "Purchasers") of 88,072 shares of common stock,
$.01 par value per share (the "Common Stock"), of First Keystone Financial, Inc.
(the "Company") as described herein, the Company and Genesis Financial Partners,
L.P. and its principal, Stephen H. Gordon (hereinafter referred to collectively
as the "Shareholders" or individually as the "Shareholder").
WHEREAS, the Shareholders have received good and valuable consideration for
not conducting an election contest or a proxy solicitation; and
WHEREAS, the Company's Board of Directors believes that the Agreement is in
the best interests of the Company to avoid the cost and adverse effect on the
Company that an election contest and/or proxy solicitation by the Shareholders
would incur.
NOW, THEREFORE, in consideration of the recitals stated above, which are
hereby incorporated into this Agreement and made an integral part hereof and in
consideration of the mutual promises, representations and warranties contained
herein, the parties hereto agree as follows:
1. (a) The Shareholders hereby represent and warrant that they
beneficially own, directly or indirectly, 76,500 shares of Common Stock of the
Company. In addition, certain other persons who may be deemed to be affiliates
or associates of the Shareholders or who receive investment advice therefrom own
11,572 shares of Common Stock (such shares collectively with those shares
beneficially owned by the Shareholders being the "Shares").
Each Shareholder individually represents and warrants that he or it holds
his or its respective portion of the Shares in the manner set forth below,
including if the shares are held in more than one manner, the number of shares
held in each such manner.
Page 14 of 22 Pages
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Number
Shareholder Manner Held of Shares
----------- ----------- ---------
Genesis Financial Partners, Directly 76,500
L.P.
Stephen H. Gordon No shares are held directly but
deemed to be beneficial owner of
shares owned by Genesis Financial
Partners, L.P.
Bradley Gordon Retirement Account 8,317
Bradley Gordon and Trust Account 3,255
Barbara Gordon, Trustees,
Gordon Family Trust
(b) Other than the Shares set forth above, each Shareholder
represents and warrants he or it neither beneficially owns nor possesses in
any manner, directly or indirectly, proxy or voting power with respect to
any other shares of Common Stock.
2. The Shareholders agree to sell the Shares at a sale price of $19.50
per share for aggregate consideration of $1,717,404. Receipt of the sale
proceeds by the Shareholders shall be conditioned upon the delivery to the Agent
of certificates representing the Shares, duly endorsed or accompanied by stock
powers duly executed in blank and otherwise in form acceptable for transfer by
the Company's transfer agent. Said delivery shall be as soon as possible after
the date hereof but in no event no more than three (3) business days thereafter
("Settlement Date"). With respect to such shares, the Company acknowledges that
the Shareholders will be entitled to receipt of the dividend of $.05 per share
being paid on the Common Stock to stockholders of record on November 20, 1996.
In addition, as of the Settlement Date, the Shareholders will be reimbursed for
their legal and certain other expenses incurred in connection with or related to
the Agreement in the amount of $44,036.
3. The Shareholders, and each Shareholder individually, the Company,
and the Purchasers, and each Purchaser individually, on behalf of themselves and
their subsidiaries, affiliates, officers, directors, employees, agents, assigns,
successors, heirs and legal representatives (including the officers,
Page 15 of 22 Pages
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directors, employees and agents of the Company), hereby mutually release, quit
and forever discharge each and every other party to this Agreement (and any
partners, subsidiaries, affiliates, officers, directors, employees, attorneys,
financial advisors, other agents, assigns, successors, heirs and legal
representatives) of and from any and all actions, causes of actions, claims,
demands, debts, damages and liabilities of whatsoever kind and nature, known
and unknown, at law or in equity, in contract or in tort, fixed or contingent,
liquidated or unliquidated, which each party hereto now has, claims, threatens
or asserts, or might or could hereafter have, claim, threaten or assert,
against any or all of the other parties to this Agreement (or any of such
parties' partners, subsidiaries, affiliates, officers, directors, employees,
attorneys, financial advisors, other agents, assigns, successors, heirs and
legal representatives) arising or alleged to arise out of or in any manner
related to any contracts, transactions, acts or omissions by any party hereto
on or prior to the date of this Agreement. Notwithstanding the foregoing, this
mutual release neither extends to nor includes the obligations and liabilities
created by this Agreement. The mutual release set forth in this Section 3 is
understood and intended by the parties hereto constitute a general release.
4. The Shareholders, and each Shareholder individually, do hereby agree
and covenant that from the date of this Agreement until three years therefrom
(until November 21, 1999):
They shall not, directly or indirectly, acquire, by purchase or
otherwise, or permit any person who is an associate or affiliate of the
Shareholders to acquire, by purchase or otherwise, any shares of Common
Stock of the Company.
They shall not, directly or indirectly, solicit or permit any person
who is an associate or affiliate of the Shareholders to solicit proxies or
consents in opposition to any proposal submitted by the Company's Board of
Directors to a vote of the Company's stockholders.
They shall withdraw in writing the shareholder proposal submitted
thereby to the Company by letter dated August 20, 1996. Notice of such
withdrawal shall be delivered to the Company prior to the Settlement Date,
said notice to be in the form substantially as set forth in Exhibit A
hereto. In addition, they shall not submit nor shall they permit any
person who is an associate or affiliate of the Shareholders to submit (i)
any proposal for inclusion in the Company's proxy materials or to be
presented to the Company's stockholders at any meeting
Page 16 of 22 Pages
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of the Company's stockholders convened during the period of this Agreement
or (ii) submit any nominations for directors of the Company or become a
participant in any election contest relating to the election of directors
of the Company (within the meaning of Rule 14a-11 promulgated under the
Securities Exchange Act of 1934 (the "1934 Act")).
They shall not nor shall they permit any person who is an associate or
affiliate of the Shareholders to (i) join with or assist any person or
entity, directly or indirectly, in opposing, or make any statement in
opposition to, any proposal submitted by the Company's management to a vote
of the Company's stockholders, or (ii) join with or assist any person or
entity, directly or indirectly, in supporting or endorsing, or make any
statement in favor of, any proposal submitted to a vote of the Company's
stockholders that is opposed by the Company's Board of Directors.
They shall not nor shall they permit any person who is an associate or
affiliate of the Shareholders to take any action or assist in any manner,
directly or indirectly, alone or in concert with any other person to
acquire, influence or affect the control of the Company or initiate,
participate in, or otherwise further the formation of any group seeking to
acquire, influence or affect control of the Company.
In addition to the general release set forth in Section 3 hereof, they
shall not directly or indirectly participate or permit any person who is an
associate or affiliate of the Shareholders to participate, by encouragement
or otherwise, in any litigation or threatened litigation against or
derivatively on behalf of the Company.
5. For purposes of this Agreement, the terms "affiliate," "associate,"
"beneficial ownership" or "beneficially owned" and "person" shall have the
meanings set forth in the Rules and Regulations of the Office of Thrift
Supervision or the 1934 Act, as amended, and the rules and regulations
promulgated thereunder, as of the date of this Agreement or as may be
hereinafter defined therein during the term of this Agreement.
6. The parties hereto acknowledge and agree that a material breach or
threatened material breach by any party may give rise to irreparable injury
which is inadequately compensable in damage, and accordingly each party hereto
shall be entitled to injunctive relief to prevent a material breach of
Page 17 of 22 Pages
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the provisions hereof and to enforce specifically the terms and provisions
hereof in any court of competent jurisdiction, in addition to any other remedy
to which such aggrieved party may be entitled to in law or at equity. In the
event any party institutes any legal action to enforce such party's rights
under, or recover damages for breach of, this Agreement, the prevailing party
or parties in such action shall be entitled to recover from the other party or
parties all costs and expenses, including but not limited to actual attorneys'
fees, court costs, witness fees, disbursements and any other expenses of
litigation or negotiations, incurred by such prevailing party or parties. The
Shareholders specifically agree that the terms of the Agreement can be enforced
by the Agent, the Purchasers and the Company, individually or collectively.
7. Any notice required or permitted to be given hereunder shall be in
writing and shall be delivered, either by personal delivery, by the United
States mail, or by recognized overnight courier service, addressed to the
parties as follows or at such changed address as a party may from time to time
specify by written notice to the other party given in the manner specified
herein.
To the Company: First Keystone Financial, Inc.
22 West State Street
Media, Pennsylvania 19063
Attention: Donald S. Guthrie
To the Purchasers: Endicott Financial Advisors, L.L.C.
237 Part Avenue, Suite 801
New York, New York 10017
Attention: Wayne K. Goldstein
To the Shareholders: Genesis Financial Partners, L.P.
3101 West Coast Highway, Suite 402
Newport Beach, California 92663
Attention: Stephen H. Gordon
8. (a) The parties hereto and their respective officers, directors,
controlling persons, employees, agents, financial advisors and attorneys shall
at all times hereafter hold all information regarding the terms, conditions,
representations, warranties, covenants or other content of this Agreement
Page 18 of 22 Pages
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as well as any information relating to the facts and circumstances surrounding
the execution of this Agreement (hereinafter referred to as "Confidential
Information") in strict confidence, and shall not divulge, communicate, or
refer to any of the Confidential Information to any other person or entity
(including, but not limited to, Central Co-operative Bank, Abington Savings
Bank, Lawrence Savings Bank and Sandler O'Neill & Partners, L.P., and their
respective officers, directors, controlling persons, partners, employees,
agents and attorneys, including, but not limited to, Skadden, Arps, Slate,
Meager & Flom LLP and Housley, Kantarian & Bronstein, P.C.), except with
respect to the Shareholders and the Company as may be required under their
respective federal securities law disclosure obligations and except as may be
required (i) under compulsion of valid legal process, or (ii) by statute, or by
any rule, regulation, or order of any regulatory authority. The Shareholders
shall not make any permitted disclosure hereunder without providing prior
notice to the Company and the Agent as provided herein. In the event that any
of the parties hereto are requested or required (by oral questions,
interrogatories, requests for information or documents in legal proceedings,
subpoena, civil investigative demand or other similar process) to disclose any
of the Confidential Information, such party shall provide the other parties
hereto with prompt written notice of any such request or requirement so that
the other parties may seek a protective order or other appropriate remedy
and/or waive compliance with the provisions of this Agreement. If, in the
absence of a protective order or other remedy or the receipt of a waiver by the
non-disclosing party, such party is compelled to disclose Confidential
Information to any tribunal or else stand liable for contempt or suffer other
censure or penalty, such party may, without liability hereunder, disclose to
such tribunal only that portion of the Confidential Information which counsel
advises such party is legally required to be disclosed, provided that such
Party exercise its best efforts to preserve the confidentiality of the
Confidential Information, including, without limitation, by cooperating with
the other Parties hereto to obtain an appropriate protective order or other
reliable assurance that confidential treatment will be accorded the
Confidential Information by such tribunal. Furthermore, the Shareholders shall
provide to the Company and the Agent for their prior review and approval any
proposed disclosure concerning this Agreement, including, but not limited to,
any disclosure set forth in the Shareholders' Schedule 13D and any amendments
thereto. In the event of any permitted disclosure other than pursuant to the
Company's and the Shareholders' securities law disclosure obligations, each
party shall take all necessary action to protect the confidentiality of the
Confidential Information against further disclosure in contravention of the
intent of this subsection (a).
(b) If any party hereto shall ever be required to disclose any
Confidential Information as permitted by subsection (a) of this Section 8,
then promptly upon learning of such
Page 19 of 22 Pages
<PAGE> 20
requirement and prior to disclosure in the particular instance, such party
shall notify the other parties hereto in writing of such fact, together
with all reasonably available detail relating thereto, including without
limitation the name, address and telephone number of each person or entity
seeking such information and of such person's or entity's counsel, if any,
and shall afford the other party and its counsel such opportunity as is
reasonably practicable under the circumstances to interpose objections and
to seek available relief with respect thereto.
(c) Each party represents and warrants to the other parties that it
has not heretofore taken or omitted to take any action which, if taken or
omitted after the date hereof, would constitute a breach of the terms of
subsection (a) of this Section 8.
9. No party to this Agreement shall disparage or make any disparaging
remarks about the other parties to this Agreement or, to the extent applicable,
about the other parties' parents, subsidiaries, principals, officers, directors,
employees or agents.
10. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania, unless applicable federal law or regulation is deemed controlling.
11. This Agreement represents the full understanding of the parties
hereto with respect to the matters dealt with herein, and actions taken or
statements made prior to its execution will have no bearing on the
interpretation, application, or enforcement of any of its provisions.
12. The provisions of this Agreement shall be binding upon and shall
inure to the benefit of and be enforceable, by the parties hereto and their
respective legal representatives, successors and assigns. Except as may be
expressly provided for herein, the provisions of this Agreement shall not inure
to the benefit of, be enforceable by or create any rights in, any other person
or entity other than the parties hereto.
13. By executing this Agreement, all signatories below hereby represent
and warrant that they have the necessary authority to bind the party for which
they are signing. Further, each Shareholder hereby represents and warrants that
he or it has the authority to sign for and bind those persons or entities which
may have legal ownership of any of the Shares but of which such Shareholder may
be deemed to have beneficial ownership.
Page 20 of 22 Pages
<PAGE> 21
14. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
15. Each party hereto agrees to execute any and all documents, and to do
and perform any and all acts and things necessary or proper to effectuate or
further evidence the terms and provisions of this Agreement and compliance
therewith.
16. All representatives, warranties, covenants and agreements made herein
shall survive the execution and delivery of this Agreement.
17. This Agreement may not be amended, altered, modified and supplemented
except upon the execution and delivery of a written agreement executed by all of
the parties hereto.
18. This Agreement may be executed in any number of counterparts, and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
Page 21 of 22 Pages
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
FIRST KEYSTONE FINANCIAL, INC.
Witness: /s/ Tom Kelly By: /s/ Donald S. Guthrie
------------------------- ----------------------------------
Executive Vice President Title: President/CEO
GENESIS FINANCIAL PARTNERS, L.P.
Witness: By: /s/ Stephen H. Gordon
------------------------- ----------------------------------
Title: President of Gen Fin, Inc.,
General Partner of Genesis
Financial Partners, L.P.
Witness: /s/ Stephen H. Gordon
------------------------- --------------------------------------
Stephen H. Gordon
ENDICOTT FINANCIAL ADVISORS, L.L.C.
(as Agent for the Purchasers)
Witness: By: /s/
------------------------- ----------------------------------
Title:
Page 22 of 22 Pages
