SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
FIRST KEYSTONE FINANCIAL, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
320655 10 3
(CUSIP Number)
Check the following box if a fee is being paid with the statement [x]. (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 five percent
or less of such class.) (See Rule 13d-7.)
Page 1 of 6 Pages
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CUSIP NO. 320655 10 3 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
First Keystone Financial, Inc. Employee Stock Ownership Plan Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
21,760
6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
125,815
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
21,760
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
125,815
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
147,575
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 320655 10 3 Page 3 of 6 Pages
ITEM 1(A) NAME OF ISSUER:
First Keystone Financial, Inc.
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE:
22 West State Street
Media, Pennsylvania 19063
ITEM 2(A) NAME OF PERSON FILING:
First Keystone Financial, Inc. Employee Stock Ownership Plan Trust.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
First Keystone Financial, Inc.
22 West State Street
Media, Pennsylvania 19063
ITEM 2(C) CITIZENSHIP:
United States
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
ITEM 2(E) CUSIP NUMBER:
320655 10 3
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13-D(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
[ ] Employee Benefit Plan, Pension Plan Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974.
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
147,575
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CUSIP NO. 320655 10 3 Page 4 of 6 Pages
(b) Percent of class:
12.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 21,760
(ii) Shared power to vote or to direct the vote 125,815
(iii)Sole power to dispose or to direct the disposition of 21,760
(iv) Shared power to dispose or to direct the disposition of 125,815
The First Keystone Financial, Inc. Employee Stock Ownership Plan
Trust ("Trust") was established pursuant to the First Keystone
Financial, Inc. Employee Stock Ownership Plan ("ESOP"). Under
the terms of the ESOP, the Trustees must vote the allocated
shares held in the ESOP in accordance with the instructions of
the participating employees. Unallocated shares held in the ESOP
will be voted by the ESOP Trustees in the same proportion for and
against proposals to stockholders as the ESOP participants and
beneficiaries actually vote shares of Common Stock allocated to
their individual accounts. Any allocated shares which either
abstain on the proposal or are not voted will be disregarded in
determining the percentage of stock voted for and against each
proposal by the participants and beneficiaries.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Edward Calderoni, Edmund Jones and Donald A. Purdy are the
trustees ("Trustees") of the Trust created pursuant to the ESOP
which holds 147,575 shares of common stock of which 21,600 shares
had been or were in the process of being allocated to the
accounts of participating employees as of December 31, 1996. The
ESOP does not own more than 5% on behalf of another person.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
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CUSIP NO. 320655 10 3 Page 5 of 6 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below, We certify that, to the best of our knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purpose or effect.
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CUSIP NO. 320655 10 3 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set
forth in this Statement on Schedule 13G is true, complete and correct.
FIRST KEYSTONE FINANCIAL, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
TRUST
Date: February 14, 1997 By: /S/ EDWARD CALDERONI
--------------------
Edward Calderoni
Trustee for the First Keystone
Financial, Inc. Employee Stock
Ownership Plan Trust
Date: February 14, 1997 By: /S/ EDMUND JONES
----------------
Edmund Jones
Trustee for the First Keystone
Financial, Inc. Employee Stock
Ownership Plan Trust
Date: February 14, 1997 By: /S/ DONALD A. PURDY
-------------------
Donald A. Purdy
Trustee for the First Keystone
Financial Inc. Employee Stock
Ownership Plan Trust
