-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RgZ4HOk1IRo8jFhfr1QgVi+TYXOpILAczz5cSZOmLXYbTrQeaI1qOWrQjcqpz5b1 x5jjIEF6Y9hHIL+wBjQ46A== 0000906344-07-000276.txt : 20070222 0000906344-07-000276.hdr.sgml : 20070222 20070222133403 ACCESSION NUMBER: 0000906344-07-000276 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070222 DATE AS OF CHANGE: 20070222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST KEYSTONE FINANCIAL INC CENTRAL INDEX KEY: 0000856751 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 232576479 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46773 FILM NUMBER: 07641349 BUSINESS ADDRESS: STREET 1: 22 WEST STATE ST CITY: MEDIA STATE: PA ZIP: 19063 BUSINESS PHONE: 610 565-6210 MAIL ADDRESS: STREET 1: 22 WEST STATE ST CITY: MEDIA STATE: PA ZIP: 19063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GARSHOFSKY LAWRENCE CENTRAL INDEX KEY: 0001337672 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (310) 275-5585 MAIL ADDRESS: STREET 1: 9665 WILSHIRE BLVD, SUITE 200 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC 13D/A 1 fkf13da5.txt SCHEDULE 13D AMEND 5 RE FIRST KEYSTONE FINANCIAL, INC. 02-21-2007 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.5)* FIRST KEYSTONE FINANCIAL, INC. ------------------------------ (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 320655 10 3 ----------- (CUSIP Number) Mark D. Whatley, Esq. Howard Rice Nemerovski Canady Falk & Rabkin, A Professional Corporation Three Embarcadero Center, Suite 700 San Francisco, CA 94111 ------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2007 ---------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 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). CUSIP No. 320655 10 3 SCHEDULE 13D Page 2 of 14 1. Names of Reporting Persons. LAWRENCE GARSHOFSKY & COMPANY, LLC I.R.S. Identification Nos. of above persons 95-4567446 (entities only). 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required [ ] Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization California Number of 7. Sole Voting Power 0 Shares Beneficially 8. Shared Voting Power 145,850 Owned by Each 9. Sole Dispositive Power 0 Reporting Person With 10. Shared Dispositive Power 145,850 11. Aggregate Amount Beneficially Owned by Each 145,850 Reporting Person 12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 6.0% 14. Type of Reporting Person (See Instructions) IA CUSIP No. 320655 10 3 SCHEDULE 13D Page 3 of 14 1. Names of Reporting Persons. LAWRENCE GARSHOFSKY I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check 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 Beneficially 8. Shared Voting Power 155,850 Owned by Each 9. Sole Dispositive Power 0 Reporting Person With 10. Shared Dispositive Power 155,850 11. Aggregate Amount Beneficially Owned by Each 155,850 Reporting Person 12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 6.4% 14. Type of Reporting Person (See Instructions) HC, IN CUSIP No. 320655 10 3 SCHEDULE 13D Page 4 of 14 1. Names of Reporting Persons. LAWRENCE PARTNERS, L.P. I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required [ ] Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization California Number of 7. Sole Voting Power 0 Shares Beneficially 8. Shared Voting Power 57,840 Owned by Each 9. Sole Dispositive Power 0 Reporting Person With 10. Shared Dispositive Power 57,840 11. Aggregate Amount Beneficially Owned by Each 57,840 Reporting Person 12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 2.4% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 320655 10 3 SCHEDULE 13D Page 5 of 14 1. Names of Reporting Persons. LAWRENCE OFFSHORE PARTNERS, LLC I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required [ ] Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Isle of Man Number of 7. Sole Voting Power 0 Shares Beneficially 8. Shared Voting Power 57,840 Owned by Each 9. Sole Dispositive Power 0 Reporting Person With 10. Shared Dispositive Power 57,840 11. Aggregate Amount Beneficially Owned by Each 57,840 Reporting Person 12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 2.4% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 320655 10 3 SCHEDULE 13D Page 6 of 14 1. Names of Reporting Persons. JEFFREY SUSSKIND I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (a) [ ] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings Is Required [ ] Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization California Number of 7. Sole Voting Power 5,000 Shares Beneficially 8. Shared Voting Power 0 Owned by Each 9. Sole Dispositive Power 5,000 Reporting Person With 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each 5,000 Reporting Person 12. Check if the Aggregate Amount in Row (11) Excludes Certain [ ] Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 0.2% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 320655 10 3 SCHEDULE 13D Page 7 of 14 Item 1. Security and Issuer This Schedule 13D ("Schedule") relates to shares of common stock ("Stock") of First Keystone Financial, Inc. (the "Issuer"). The principal executive office of the Issuer is 22 West State Street, Media, PA 19063. Item 2. Identity and Background This Schedule is filed on behalf of Lawrence Garshofsky and Company, LLC ("LLC"), Lawrence Garshofsky ("Garshofsky"), Lawrence Partners, L.P. ("LP"), Lawrence Offshore Partners, LLC ("LP Offshore") and Jeffrey Susskind ("Susskind"). LLC is an investment adviser registered with the California Department of Corporations that acts as investment adviser to investment advisory clients. Garshofsky is the Manager and controlling owner of LLC. LP is an investment limited partnership of which LLC is the general partner. LP Offshore is an investment limited liability company of which LLC is the investment manager. Susskind is a private investor. LLC manages one other client account as a sub-investment adviser. LLC, Garshofsky, LP, LP Offshore and Susskind are together referred to as the "reporting persons." Pursuant to investment management agreements and agreements of limited partnership, LLC has exclusive voting and dispositive discretion over the assets in its clients' accounts. The principal business office address of LLC, Garshofsky, LP and LP Offshore is 9665 Wilshire Blvd., Suite 200, Beverly Hills, California 90212. The principal business office address of Susskind is 282 N. Saltair Avenue, Los Angeles, CA 90049. The reporting persons are filing jointly but not as members of a group and each expressly disclaims membership in a group. During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the reporting persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which that reporting person 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. The citizenship of each reporting person is listed on that reporting person's cover page. CUSIP No. 320655 10 3 SCHEDULE 13D Page 8 of 14 Item 3. Source and Amount of Funds or Other Consideration The securities identified on page 2 of this Schedule as beneficially owned by LLC were all purchased by and are held in accounts for LLC's investment advisory clients, including LP and LP Offshore. The securities held by those clients were all purchased with the clients' investment capital. The securities identified on page 3 of this Schedule as beneficially owned by Garshofsky include all the securities reflected on page 2 of this Schedule as beneficially owned by LLC and, in addition, 10,000 shares owned by a trust of which Garshofsky is the grantor, a trustor and a beneficiary. Those shares were purchased more than ten years before the date of this Schedule with investment capital in that trust. The 5,000 shares identified on page 6 of this Schedule as beneficially owned by Jeffrey Susskind are owned by a family trust ("The Susskind Family Trust") of which Susskind is the trustee. The source of funds to make the purchases by The Susskind Family Trust was investment capital of The Susskind Family Trust. Item 4. Purpose of Transaction In a Schedule 13D filed in August 2005, LLC and Garshofsky stated that they intended to request of the Issuer's management and Board of Directors (the "Issuer's Board") that management and the Issuer's Board actively review actions that would increase stockholder value, including the possibility of a sale to a larger institution. LLC and Garshofsky indicated their belief that the Issuer could obtain for its shareholders a significant premium to its current share price if the Issuer were sold to a larger institution, including, for example, mutual thrifts that operate in the Issuer's market area. In February 2006, Garshofsky, as Manager of LLC, sent a letter to the Issuer's Board responding to a press release by the Issuer announcing the Office of Thrift Supervision's imposition of supervisory agreements on both the Issuer and its subsidiary, First Keystone Bank, and urging the Issuer's Board to take real, immediate action to actively explore sale or merger alternatives. The letter was filed in February 2006 as an exhibit to an amendment to LLC's and Garshofsky's Schedule 13D. The reporting persons are not aware of any steps Issuer's Board has taken along the lines, or even considered taking along the lines, suggested in LLC's and Garshofsky's previous filings and communications. By letter dated November 21, 2006, LP and LP Offshore notified the Issuer in writing of their nomination of director candidates for election to the Issuer's Board at the Issuer's next annual meeting. CUSIP No. 320655 10 3 SCHEDULE 13D Page 9 of 14 On January 8, 2007, Garshofsky, LP and LP Offshore filed preliminary proxy materials in support of the candidates. On January 18, 2007, Garshofsky, LP and LP Offshore filed definitive proxy materials in support of two director candidates, Garshofsky and Susskind. The Issuer's annual meeting (the "Annual Meeting of Shareholders") was held on February 7, 2007 and neither Garshofsky nor Susskind was elected to the Issuer's Board. Except as set forth above, none of the reporting persons has any present plans or intentions that relate to or would result in any of the transactions or occurrences described in subparagraphs (b) through (j) of the instructions for Item 4 of this Schedule. The reporting persons may in the future buy additional shares of the Issuer's common stock or other securities issued by the Issuer or sell or otherwise dispose of any or all of the Issuer's securities they beneficially own, all in any manner permitted by applicable law. Item 5. Interest in Securities of the Issuer 5(a) and 5(b): Reference is made to Items 7-11 and 13 of pages 2-6 of this Schedule, which Items are incorporated by reference herein. In November 2006, LP and LP Offshore acted together with LLC, Garshofsky and each other to nominate candidates (including Garshofsky and Susskind) for election as directors, as described above. That action may be considered to have created a "group" (within the meaning of Section 13(d)(4) of the Securities Exchange Act of 1934 (the "Exchange Act") or rule 13d-5(b)(1) of the Exchange Act) of which LLC, Garshofsky (including in his role as a trustee of his family trust), LP and LP Offshore were members. In connection with his candidacy and participation in the related proxy contest, Susskind may be considered to have become a member of the group as well, although he had not made any specific agreement or arrangement with any person with regard to voting The Susskind Family Trust's shares. With the conclusion of the Annual Meeting of Shareholders and the election of directors on February 7, 2007, any group that may have existed has been terminated and is no longer actively urging the election of certain candidates for director as described above. CUSIP No. 320655 10 3 SCHEDULE 13D Page 10 of 14 Each of the reporting persons disclaims membership in a "group" within the meaning of Section 13(d)(4) of the Exchange Act and Rule 13d-5(b)(1) of the Exchange Act and LLC and Garshofsky each further disclaims on behalf of each investment advisory client for whose account LLC exercises discretion beneficial ownership of any shares of Stock owned by any other person. No investment advisory client for which LLC exercises investment discretion has any right to vote, direct the vote, or control the disposition of any Stock owned by any other such investment advisory client. The calculation of percentage of beneficial ownership in Item 11 of pages 2-6 was derived from the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2006, in which the Issuer stated that the number of shares of its Stock outstanding as of February 9, 2007 was 2,427,928 shares. 5(c) Not applicable. 5(d) Other than 10,000 shares held in a trust for which Garshofsky has sole voting and investment power, LLC has been granted the authority to dispose of and vote the securities reflected in Items 7-11 of pages 2, 3, 4 and 5 of this Schedule in its capacity as investment adviser (and, in LP's case, general partner) of the advisory clients that own Stock. Those advisory clients, or persons or entities that own them, have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities held in their respective accounts. 5(e) With the conclusion of the Annual Meeting of the Shareholders and the election of new directors on February 7, 2007, the reporting persons are no longer actively urging the election of Garshofsky and Susskind as directors of the Issuer and any group that might have been considered to have been created by the reporting persons' nomination of candidates for director, has been terminated. LP, LP Offshore and Susskind have therefore each ceased to be the beneficial owner of more than five percent of the class of securities and cease to be reporting persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The reporting persons have no contract, arrangement, understanding or relationship between themselves or with any person that relates specifically to any securities of the Issuer. Item 7. Material to Be Filed as Exhibits Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. CUSIP No. 320655 10 3 SCHEDULE 13D Page 11 of 14 Signatures After reasonable inquiry and to the best of each of the undersigned's respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. DATED February 21, 2007 LAWRENCE GARSHOFSKY AND COMPANY, LLC By: /s/ Lawrence Garshofsky ----------------------- By: Lawrence Garshofsky Its: Manager LAWRENCE GARSHOFSKY /s/ Lawrence Garshofksy ----------------------- Lawrence Garshofsky LAWRENCE PARTNERS, L.P. By: Lawrence Garshofsky and Company, LLC, its General Partner By: /s/ Lawrence Garshofsky ----------------------- By: Lawrence Garshofsky Its: Manager LAWRENCE OFFSHORE PARTNERS, LLC By: Lawrence Garshofsky and Company, LLC, its Investment Manager By: /s/ Lawrence Garshofsky ----------------------- By: Lawrence Garshofsky Its: Manager Jeffrey Susskind /s/ Jeffrey Susskind -------------------- Jeffrey Susskind CUSIP No. 320655 10 3 SCHEDULE 13D Page 12 of 14 Exhibit Index Exhibit 1 Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G CUSIP No. 320655 10 3 SCHEDULE 13D Page 13 of 14 Exhibit 1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases by the undersigned of the common stock of First Keystone Financial, Inc. For that purpose, the undersigned hereby constitute and appoint Lawrence Garshofsky as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present. DATED February 21, 2007 LAWRENCE GARSHOFSKY AND COMPANY, LLC By: /s/ Lawrence Garshofsky ----------------------- By: Lawrence Garshofsky Its: Manager LAWRENCE GARSHOFSKY /s/ Lawrence Garshofksy ----------------------- Lawrence Garshofsky LAWRENCE PARTNERS, L.P. By: Lawrence Garshofsky and Company, LLC, its General Partner By: /s/ Lawrence Garshofsky ----------------------- By: Lawrence Garshofsky Its: Manager CUSIP No. 320655 10 3 SCHEDULE 13D Page 14 of 14 LAWRENCE OFFSHORE PARTNERS, LLC By: Lawrence Garshofsky and Company, LLC, its Investment Manager By: /s/ Lawrence Garshofsky ----------------------- By: Lawrence Garshofsky Its: Manager Jeffrey Susskind /s/ Jeffrey Susskind -------------------- Jeffrey Susskind -----END PRIVACY-ENHANCED MESSAGE-----