-----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, JM/pvk562awKmSIZ2YFmmaEW8cfRWISLledSvPpG3PKkq1qDk34EPoE1CfLK19sE /ulqDzQLUSehP1A+ZlE9pw== 0001065407-03-000117.txt : 20030214 0001065407-03-000117.hdr.sgml : 20030214 20030214100327 ACCESSION NUMBER: 0001065407-03-000117 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030214 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 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47534 FILM NUMBER: 03563121 BUSINESS ADDRESS: STREET 1: 22 WEST STATE ST CITY: MEDIA STATE: PA ZIP: 19063 BUSINESS PHONE: 6105656210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST KEYSTONE FINANCIAL INC EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001035005 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: FIRST KEYSTONE FINANCIAL INC STREET 2: 22 WEST STATE STREET CITY: MEDIA STATE: PA ZIP: 19063 BUSINESS PHONE: 6105656210 MAIL ADDRESS: STREET 1: FIRST KEYSTONE FINANCIAL INC STREET 2: 22 WEST STATE STREET CITY: MEDIA STATE: PA ZIP: 19063 SC 13G/A 1 firstkeyesop.txt SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 6) FIRST KEYSTONE FINANCIAL, INC. _____________________________________________________________________________ (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE PER SHARE _____________________________________________________________________________ (Title of Class of Securities) 320655 10 3 _____________________________________________________________________________ (CUSIP Number) December 31, 2002 _____________________________________________________________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) Page 1 of 6 Pages CUSIP NO. 320655 10 3 Page 2 of 6 Pages _____________________ _________________ 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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 Pennsylvania - ------------------------------------------------------------------------------ 5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 97,804 - ------------------------------------------------------------------------------ 6. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER 222,371 - ------------------------------------------------------------------------------ 7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER 97,804 - ------------------------------------------------------------------------------ 8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER 222,371 - ------------------------------------------------------------------------------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 320,175 - ------------------------------------------------------------------------------ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.92% - ------------------------------------------------------------------------------ 12. TYPE OF REPORTING PERSON EP 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 OFFICES: 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: Pennsylvania ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share ITEM 2(e) CUSIP NUMBER: 320655 10 3 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: (f) [x] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 320,175 CUSIP NO. 320655 10 3 Page 4 of 6 Pages _____________________ _________________ (b) Percent of class: 15.92% (Based upon 2,011,541 shares issued and outstanding at December 31, 2001.) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 97,804 ------- (ii) Shared power to vote or to direct the vote 222,371 ------- (iii) Sole power to dispose or to direct the disposition of 97,804 ------- (iv) Shared power to dispose or to direct the disposition of 222,371 ------- 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 subject to the exercise of their fiduciary duty. Unallocated shares held in the ESOP will be voted by the ESOP Trustees in the same proportion for and against proposals presented to shareholders as the ESOP participants and beneficiaries actually vote shares of Common Stock allocated to their individual accounts subject to the exercise of their fiduciary duty. 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, Edmond Jones and Donald A. Purdy ("Trustees") of the Trust, which holds 320,175 shares of common stock of which 222,371 shares had been or were in the process of being allocated to the accounts of participating employees as of December 31, 2002 and 97,804 shares of common stock which have not yet been allocated to the accounts of participating employees, and which will be voted by the Trustees pursuant to the terms of the ESOP and may be deemed to be beneficially owned by the Trust. 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. 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. CERTIFICATIONS. By signing below, we certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP NO. 320655 10 3 Page 6 of 6 Pages _____________________ _________________ 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. FIRST KEYSTONE FINANCIAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN TRUST Date: February 14, 2003 By: /s/ Edward Calderoni -------------------------------------- Name: Edward Calderoni Trustee for First Keystone Financial, Inc. Employee Stock Ownership Plan Trust Date: February 14, 2003 By: /s/ Edmond Jones -------------------------------------- Name: Edmond Jones Trustee for First Keystone Financial, Inc. Employee Stock Ownership Plan Trust Date: February 14, 2003 By: /s/ Donald A. Purdy -------------------------------------- Name: Donald A. Purdy Trustee for First Keystone Financial, Inc. Employee Stock Ownership Plan Trust -----END PRIVACY-ENHANCED MESSAGE-----