<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)<F1>
First Keystone Financial, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
320655103
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 29, 1997
(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 13D, and is filing this schedule because of Rule
13d-1 (b)(3) or (4), check the following box / /.
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.
(Continued on following pages)
_________________________
<F1>
1 The remainder of this cover page shall be filled out for
a reporting person's initial filing of 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 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).
Page 1 of 16 Pages
<PAGE>
CUSIP No. 320655103
_________________________________________________________________
1. Name of Reporting Person Jerome H. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 111,700*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 111,700*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 111,700*<F2>
_________________________________________________________________
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) 9.09%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 16 Pages
<PAGE>
CUSIP No. 320655103
________________________________________________________________
1. Name of Reporting Person Susan B. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 111,700*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 111,700*<F3>
________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 111,700*<F3>
_________________________________________________________________
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) 9.09%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement.
Page 3 of 16 Pages
<PAGE>
This is Amendment No. 5 to the Statement on Schedule
13D (this "Statement") of Jerome H. Davis with respect to the
Common Stock, par value $.01 per share ("Common Stock") of First
Keystone Financial, Inc., a Pennsylvania corporation
("Keystone"). This Amendment No. 5 sets forth, in its entirety,
the information contained in Mr. Davis' Statement with regard to
the Common Stock of Keystone, as required pursuant to the
provisions of Rule 13d-2(c) under the Securities Exchange Act of
1934, as amended and for purposes hereof "Rule 13d-2(c)."
Prior to this Amendment No. 5 to the Statement, Mr. and
Mrs. Davis filed an Amendment No. 4 to the Statement on May 3,
1996, ("Amendment No. 4"), an Amendment No. 3 to the Statement on
August 4, 1995 ("Amendment No. 3"), an Amendment No. 2 to the
Statement on June 13, 1995 ("Amendment No. 2") and an Amendment
No. 1 to the Statement on May 18, 1995 ("Amendment No. 1").
Information contained in Amendments No. 1, 2, 3 and 4 to the
Statement which comprise a part of this Statement are identified
below were appropriate.
Item 1. SECURITY AND ISSUER.
The information set forth below was disclosed in Item 1
of Mr. Davis' original Statement as filed with the Securities and
Exchange Commission ("SEC") on March 7, 1995, and is restated
herein as required pursuant to Rule 13d-2(c).
"The class of equity securities to which this Statement
on Schedule 13D (this "Statement") relates is the Common
Stock, par value $.01 per share ("Common Stock") of First
Keystone Financial, Inc., a Pennsylvania corporation
("Keystone") with its principal executive offices located at
22 West State Street, Media, Pennsylvania 19063."
Item 2. IDENTITY AND BACKGROUND.
The information set forth below was disclosed in Item 2
of the original Statement, and is restated herein as required
pursuant to Rule 13d-2(c).
"(a) This Statement is jointly filed by Susan B. Davis
and Jerome H. Davis, wife and husband.
(b) Residence: 11 Baldwin Farms North, Greenwich,
Connecticut 06831.
(c) Mrs. Davis is an investor in antiques operating
out of her home. Mr. Davis is a self-employed investment
analyst and works out of his home.
Page 4 of 16 Pages
<PAGE>
(d) During the last five years, neither Mr. Davis nor
Mrs. Davis have been convicted in a criminal proceeding
(excluding traffic or similar misdemeanors).
(e) During the last five years, neither Mr. Davis nor
Mrs. Davis has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Davis and Mrs. Davis are each citizens of the
United States."
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
A. The information set forth in the following
paragraph was disclosed in Item 3 of the original Statement, and
is restated herein pursuant to Rule 13d-2(c).
"Mr. Davis paid $43,050.00 for an aggregate of 4,100
shares of Common Stock owned by him. Additionally, Mr. and
Mrs. Davis paid an aggregate of $811,725.00 for an aggregate
of 74,000 shares of Common Stock owned by them. All shares
were purchased in over-the-counter transactions through
standard brokerage accounts maintained by Mr. and Mrs.
Davis. All shares were purchased with personal funds of Mr.
and Mrs. Davis."
B. The information set forth in the following
paragraph was added to the disclosure in this Item 3 pursuant to
Amendment No. 1, and is restated herein as required pursuant to
Rule 13d-2(c).
"Mr. Davis and Mrs. Davis paid $247,250.00 for an
aggregate of 19,000 shares of Common Stock owned by them,
and Mr. Davis paid $101,250.00 for an aggregate of 7,500
shares of Common Stock owned by him. All shares were
purchased in over-the-counter transactions through standard
brokerage accounts maintained by them. All such shares were
purchased with personal funds of Mr. and Mrs. Davis."
Page 5 of 16 Pages
<PAGE>
C. The information set forth in the following
paragraph was added to the disclosure in this Item 3 pursuant to
Amendment No. 2, and is restated herein as required pursuant to
Rule 13d-2(c).
"Mr. Davis and Mrs. Davis paid $432,900.00 for an
aggregate of 31,200 shares of Common Stock owned by them.
All shares were purchased in over-the-counter transactions
through standard brokerage accounts maintained by them. All
such shares were purchased with personal funds of Mr. and
Mrs. Davis."
Item 4. PURPOSE OF TRANSACTION.
A. The information set forth below was originally
disclosed in Item 4 as amended and restated in its entirety
pursuant to Amendment No. 3, and is restated herein pursuant to
Rule 13d-2(c).
"Mr. and Mrs. Davis originally acquired the shares of
Common Stock for investment and without any purpose of
changing or influencing the control of Keystone. However,
Mr. and Mrs. Davis now believe that their investment in the
Common Stock would substantially appreciate in value through
Keystone's participation in an acquisition transaction. In
a letter dated July 29, 1995 to Keystone's Board of
Directors, a copy of which is attached hereto as Exhibit No.
2, Mr. Davis conveys his belief that the currently strong
mergers and acquisitions environment in the banking industry
provides Keystone's management with a tremendous opportunity
to realize a considerable increase in the value of
Keystone's Common Stock through its acquisition by a larger
financial institution.
In his letter, Mr. Davis states his view that
Keystone's Common Stock would substantially increase in
value through its acquisition, and that its Board of
Directors owe a fiduciary obligation to Keystone's
shareholders to pursue such an opportunity, rather than
focusing on traditional operations which cannot provide
similar returns. On August 2, 1995, Mr. Davis sent
additional news items to Keystone's Board of Directors,
copies of which are attached hereto as Exhibit No. 3, which
further supports the opinions expressed in his July 29th
letter. Mr. Davis plans to engage in further communications
and discussions with Keystone's management, Board of
Directors and other shareholders regarding the matters
discussed in his letter.
Page 6 of 16 Pages
<PAGE>
Other than as described above, Mr. and Mrs. Davis do
not have any plan or proposal which relates to or would
result in any of the actions enumerated in Item 4 of
Schedule 13D, except that Mr. and Mrs. Davis may dispose of
some or all of the Common Stock or may acquire additional
shares of Common Stock, from time to time, depending upon
price and market conditions, evaluation of alternative
investments, and other factors."
B. The information set forth below was added to the
disclosure in this Item 4 pursuant to Amendment No. 4, and is
restated herein as required pursuant to Rule 13d-2(c).
"Mr. and Mrs. Davis originally acquired the shares of
Common Stock for investment and without any purpose of
changing or influencing the control of Keystone. The
disposition of Common Stock, as set forth on Schedule A
hereto, reflects investment decisions consistent with that
purpose.
In response to Keystone's startling disclosures in its
press release of April 30, 1996, Mr. Davis has written to
Keystone's Board of Directors to reassert his position that
Keystone should immediately consider entering into an
acquisition transaction. Such a transaction could likely
result in a 59% increase (to approximately $27.07) in the
current price of the Common Stock. This opportunity is
being seriously jeopardized by Keystone's current management
and its seemingly self-serving behavior. These views are
conveyed by Mr. Davis in his letter dated May 1, 1996 to
Keystone's Board of Directors, a copy of which is attached
hereto as Exhibit No. 4.
In his letter, Mr. Davis criticizes Keystone for its
belated disclosure of its disastrous dealings with Bennett
Funding Group, Inc. and its affiliates (collectively,
"Bennett"). With an amazing $3.9 million in receivables
from Bennett, Keystone should have immediately issued a
press release upon learning that Bennett had filed for
Chapter 11 bankruptcy protection. Mr. Davis notes that the
price of the Common Stock has markedly declined in recent
weeks without explanation. This is presumably the result of
certain shareholders taking advantage of information which
all of Keystone's shareholders had a right to know.
Keystone's management could have prevented this by timely
disclosing its unfavorable performance. Its failure to do
so reflects an apparent disregard of its responsibility to
its shareholders to ensure that they are able to maximize
the value of their investment. Such behavior is consistent
with a decision by Keystone's management to act out of self-
Page 7 of 16 Pages
<PAGE>
interest and preserve the annuities its members receive
under the pretext of being salaries.
Under the circumstances discussed above, Mr. Davis
believes it is incumbent upon Keystone's management to act
in accordance with its fiduciary responsibilities to its
shareholders and examine possibilities to enter into an
acquisition transaction. Mr. Davis believes that such
opportunities should be explored with PNC, JeffBanks, Inc.,
Keystone Financial, and Royal Bancshares of Pennsylvania, to
name a few possible suitors. He also points out that the
recent decline in the value of the Common Stock creates an
opportunity for Keystone's shareholders to receive an even
greater percentage benefit through Keystone's acquisition at
a price of $27.07 per share. As of May 1, 1996, this
attainable amount represents an average of 140% of book
value ($17.83) together with a 6.5% deposit premium.
Other than as described above, Mr. and Mrs. Davis do
not have any plan or proposal which relates to or would
result in any of the actions enumerated in Item 4 of
Schedule 13D, except that Mr. and Mrs. Davis may dispose of
some or all of the Common Stock or may acquire additional
shares of Common Stock, from time to time, depending upon
price and market conditions, evaluation of alternative
investments, and other factors."
C. Item 4 of the Statement is hereby supplemented by
the addition of the following:
"Mr. and Mrs. Davis originally acquired the shares of
Common Stock for investment and without any purpose of
changing or influencing the control of Keystone. The
disposition of Common Stock occurring since January 31, 1997
and as set forth on Schedule A hereto reflects investment
decisions consistent with that purpose.
On April 29, 1997, Mr. Davis wrote to the members of
Keystone's Board of Directors to compliment them on the
company's recent strong quarterly results and to suggest ways
to further enhance the value of the Common Stock. A copy of
Mr. Davis' recent letter to Keystone's Board of Directors is
attached hereto as Exhibit No. 5.
In his letter, Mr. Davis expresses his encouragement with
Keystones's ROA (at 83 basis points) and efficiency ratio (at
60%) for the recent quarter, which are the best in the past 10
quarters. However, Mr. Davis also shares his concern that the
Common Stock is fully priced in view of its price to book
ratio of 119%. Therefore, Mr. Davis recommends the following
measures to improve the value of the Common Stock:
Page 8 of 16 Pages
<PAGE>
1. Approve either a 2 for 1 or 3 for 2 split in the
Common Stock;
2. Increase the current cash dividend of $.05 per
quarter to at least $.13 per quarter, which would still be
below a $.16 to $.17 quarterly dividend based on a payout of
the industry average of 30-33% of earnings;
3. Do not implement any more share repurchases at the
current price level; and
4. Reduce NPAs, which have been at or above 2.35% of
assets for every quarter since March, 1996 - a very long
period.
The current price level of the Common Stock of $22.00
per share is too cheap. Mr. Davis believes that
implementation of the measures discussed above will raise
the price of the Common Stock to a justified minimum price of
$24.00 per share.
Mr. Davis plans to engage in further
communications and discussions with Keystone's management,
Board of Directors and possibly other shareholders regarding
the matters discussed in his several letters.
Other than as described above, Mr. and Mrs. Davis
do not have any plan or proposal which relates to or would
result in any of the actions enumerated in Item 4 of
Schedule 13D, except that Mr. and Mrs. Davis may dispose of
some or all of the Common Stock or may acquire additional
shares of Common Stock, from time to time, depending upon
price and market conditions, evaluation of alternative
investments, and other factors."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
A. Paragraphs (a) and (e) of Item 5 of the Statement
are amended and restated in their entirety to read as follows:
"(a) The aggregate number of shares of Common Stock
deemed to be beneficially owned by Mr. and Mrs. Davis for
the purposes of this Statement is 111,700 shares,
representing 9.09% percent of the outstanding shares of Common
Stock based on 1,227,875 shares of Common Stock disclosed by
Keystone as outstanding on April 30, 1997. All such shares
are held in the name of Mr. and Mrs. Davis.
Page 9 of 16 Pages
<PAGE>
(b) Subject to the matters referred to in paragraph (a)
hereof, Mr. and Mrs. Davis have shared power to vote or direct
the vote and shared power to dispose or direct the disposition
of the 111,700 shares of Common Stock jointly owned by them.
(c) A description of all transactions in the shares of
Common Stock which have been effected by Mr. and Mrs. Davis
is set forth in Schedule A attached hereto and is
incorporated herein by reference.
(d) and (e) - Not applicable."
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth below was disclosed in Item 6
of the original Statement, and is restated herein pursuant to
Rule 13d-2(c).
"There are no relevant contracts, arrangements,
undertakings or relationships between Mr. and/or Mrs. Davis
(except that Mr. Davis and Mrs. Davis are husband and wife
and Mr. Davis generally directs Mrs. Davis' investment
decisions with respect to any of the securities) and/or with
any other person with respect to any securities of
Keystone."
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
A. The information set forth below regarding Exhibit
1 was disclosed in Item 7 of the original Statement, and is
restated herein pursuant to Rule 13d-2(c).
"1. Joint Filing Agreement between Jerome H. Davis and
Susan B. Davis."
Page 10 of 16 Pages
<PAGE>
B. The information set forth below regarding Exhibits
No. 2 and 3 to the Statement was disclosed in Amendment No. 3,
and is restated herein as required pursuant to Rule 13d-2(c).
"2. Letter dated July 29, 1995 from Jerome H. Davis to
the Board of Directors of First Keystone Financial, Inc."
3. News articles sent by Jerome H. Davis to First
Keystone Financial, Inc.'s Board of Directors on August 2,
1995."
C. The information set forth below regarding Exhibit
No. 4 to the Statement was disclosed in Amendment No. 4, and is
restated herein as required pursuant to Rule 13d-2(c).
"4. Letter dated May 1, 1996 from Jerome H. Davis to
the Board of Directors of First Keystone Financial, Inc."
D. The information in Item 7 is hereby supplemented
by the addition of the following:
"5. Letter dated April 29, 1997 from Jerome H. Davis
to the Board of Directors of First Keystone Financial, Inc."
Page 11 of 16 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
5/2/97 Jerome H. Davis
Date (Signature)
5/2/97 Susan B. Davis
Date (Signature)
Page 12 of 16 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of First Keystone Financial, Inc.
Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Jerome H. Davis:
1. 2/13/95 4,100 $10.50 OTC *<F4>
Jerome H. Davis
and Susan B. Davis:
2. 2/13/95 5,000 10.50 OTC *<F4>
3. 2/14/95 2,500 10.75 OTC *<F4>
4. 2/14/95 5,000 10.75 OTC *<F4>
5. 2/22/95 1,600 10.875 OTC *<F4>
6. 2/22/95 3,400 10.8125 OTC *<F4>
7. 2/22/95 15,500 10.875 OTC *<F4>
8. 2/28/95 15,000 11.125 OTC *<F4>
9. 3/1/95 8,000 11.25 OTC *<F4>
10. 3/1/95 10,000 11.00 OTC *<F4>
11. 3/2/95 8,000 11.125 OTC *<F4>
12. 4/10/95 7,000 12.50 OTC *<F4>
13. 4/13/95 5,000 12.875 OTC *<F4>
14. 5/3/95 7,000 13.625 OTC *<F4>
__________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mrs. and/or
Mr. Davis.
</FN>
</TABLE>
Page 13 of 16 Pages
<PAGE>
<TABLE>
Additional Transactions on Schedule A
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Jerome H. Davis:
15. 5/10/95 7,500 $13.50 OTC *<F4>
Jerome H. Davis
and Susan B. Davis:
16. 6/8/95 10,000 13.875 OTC *<F4>
17. 6/9/95 21,200 13.875 OTC *<F4>
18. 5/2/96 (2,500) 17.50 OTC *<F4>
Jerome H. Davis:
19. 5/2/96 (4,100) 17.50 OTC *<F4>
Jerome H. Davis
and Susan B. Davis:
20. 1/31/97 (5,000) 19.50 OTC *<F4>
21. 1/31/97 (1,600) 19.50 OTC *<F4>
22. 2/20/97 (3,400) 21.00 OTC *<F4>
Jerome H. Davis:
23. 3/3/97 (6,000) 22.25 OTC *<F4>
24. 3/12/97 (1,500) 21.75 OTC *<F4>
_________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mrs. and/or Mr.
Davis.
</FN
</TABLE>
The transactions listed in Nos. 20 through 24 of Schedule
A have not been previously reported.
Page 14 of 16 Pages
Exhibit No. 5
April 29, 1997
The Board of Directors
First Keystone Financial, Inc.
22 West State Street
Media, PA 19063
Gentlemen:
Congratulations on an excellent quarter. ROA at 83 basis
points is the best of the past 10 quarters. Efficiency ratio at
60%, ditto.
On a PE basis, our stock remains cheap, at only 10 times
earnings. However, at 119% of book, it is fully priced. How can
the stock value be enhanced further? My suggestions follow:
1. Split the stock, either 2 for 1 or 3 for 2. I gave
my reasons to Don Guthrie in our conversation recently.
2. Raise the cash dividend to at least $.13 quarterly.
In fact, if you were to pay out just the industry average of 30-33%
of earnings, you would be paying out $.16 to $.17 quarterly.(*)
The present $.05 quarterly dividend hides your success.
3. Do not make additional share repurchases.
4. Reduce NPA's: they have been at 2.35% of assets, or
more, every quarter-end since March 1996. This ratio has shown no
meaningful improvement for too long.
At the $22.00 price level, our stock is too cheap. You
need to do more to bring it up to the value it now warrants.
Implementation of the above suggestions will bring our stock to a
minimum of $24.00 per share, where it deserves to trade.
Page 15 of 16 Pages
<PAGE>
The Board of Directors
First Keystone Financial, Inc.
April 29, 1997
Page 2
I would like your thoughts.
Very truly yours,
Jerome H. Davis
(signature)
(*) My figures are based on $.53 March quarterly earnings,
not $.60, since I use full shares outstanding, 1,228,000 shares.
Page 16 of 16 Pages
