-----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, JP8N0PgsljyuwdtOQAHE+KBfgGuSvifj1aU4Kydw8TynXmbPFsNCfTkWqs/dRSQF ImNBxkJUS+uKK7m4KCPy1Q== 0000717809-96-000021.txt : 19961204 0000717809-96-000021.hdr.sgml : 19961204 ACCESSION NUMBER: 0000717809-96-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961126 ITEM INFORMATION: Other events FILED AS OF DATE: 19961203 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE FINANCIAL INC CENTRAL INDEX KEY: 0000717809 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232289209 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11460 FILM NUMBER: 96675384 BUSINESS ADDRESS: STREET 1: ONE KEYSTONE PLZ - FRONT & MARKET STS STREET 2: P O BOX 3660 CITY: HARRISBURG STATE: PA ZIP: 17105-3660 BUSINESS PHONE: 7172331555 MAIL ADDRESS: STREET 1: ONE KEYSTONE PLZ STREET 2: PO BOX 3660 CITY: HARRISBURG STATE: PA ZIP: 171053660 FORMER COMPANY: FORMER CONFORMED NAME: NCB FINANCIAL CORP DATE OF NAME CHANGE: 19850115 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 26, 1996 KEYSTONE FINANCIAL, INC. (Exact name of registrant as specified in its charter) Pennsylvania 0-11460 23-2289209 State or other jurisdiction (Commission File Number) (IRS Employer ID No.) of incorporation) One Keystone Plaza, P.O.Box 3660, Harrisburg, Pennsylvania 17105-3660 (Address of principal executive offices) (ZIP CODE) Registrant's telephone number including area code: (717) 233-1555 1 Item 5. Other Events The following document is filed as an exhibit to this Form 8-K: I. Press Release of Keystone Financial, Inc. dated November 26, 1996. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Keystone Financial, Inc. (Registrant) Date: December 3, 1996 /s/ Donald F. Holt ---------------- -------------------------------- Donald F. Holt Senior Vice President & Controller 2 EXHIBIT INDEX Exhibit No. Description - ----------- ------------ 99.1 Press Release of Keystone Financial, Inc. dated November 26, 1996. 3 EX-99.1 2 PRESS RELEASE Press Release - for Immediate Relase For Further Information Contact: November 26, 1996 Donald F. Holt (717)231-5704 KEYSTONE FINANCIAL AGREES TO ACQUIRE FIRST FINANCIAL CORPORATION OF WESTERN MARYLAND HARRISBURG, PA, November 26 --Keystone Financial, Inc., (NM:NASDAQ:KSTN), the fifth largest bank holding company in Pennsylvania, today announced that it has signed a definitive agreement to acquire First Financial Corporation of Western Maryland, (NM:NASDAQ:FFWM), Cumberland, MD. First Financial, a thrift holding company with one banking subsidiary, First Federal Savings Bank of Western Maryland, has approximately $345 million in assets and operates ten community offices in Allegany, Garrett and Washington Counties, Maryland. First Financial had operating net income of $1.2 million during the three months ended September 30, 1996, which produced a return on assets of 1.47% and a return on equity of 11.75%. Under terms of the agreement, each shareholder of First Financial will receive common stock, at a fixed exchange rate of 1.29 shares of Keystone for each First Financial share, or an equivalent amount of cash. The stock issuance will amount to 55% to 60% of the total consideration. Based on the $26.50 per share closing bid price of Keystone on November 25, 1996, the value per share of First Financial approximates $34.19, and aggregates $74 million. In connection with the agreement, First Financial gave Keystone an option to purchase 19.9% of its outstanding common stock under certain circumstances. First Financial's banking operations will be combined with those of American Trust Bank, N.A., the Keystone member bank currently providing financial services to these markets. "First Financial is a well-managed organization with a proud tradition of providing quality service to its customers. We are pleased to be able to expand our Maryland banking operations through the addition of First Financial," Carl L. Campbell, President and Chief Executive Officer of Keystone commented. "The merger with First Financial provides Keystone with valuable operating efficiencies and strengthens our market position," he added. --more-- 4 Patrick J. Coyne, Chairman of the Board, President and Chief Executive Officer of First Financial commented, "We are pleased to have the opportunity to join a quality organization such as Keystone. The combination will provide numerous benefits to our customers, including an expanded array of new products and services." The agreement is subject to approval by regulatory agencies and shareholders of First Financial. Completion of the acquisition is expected during the first half of 1997. (First Financial was represented by Alex. Brown in this transaction.) Keystone Financial has five member banks -- American Trust Bank N.A.,Cumberland, MD; Frankford Bank, Horsham, PA; Northern Central Bank, Williamsport, PA; Mid-State Bank, Altoona, PA, and Pennsylvania National Bank, Pottsville, PA--which together operate 147 offices in Pennsylvania, Maryland and West Virginia. Keystone also operates several non-banking companies providing specialized services including Keystone Financial Mortgage Company, Lancaster, PA; Martindale Andres & Co., (asset management firm), West Conshohocken, PA; and Keystone Financial Dealer Center, Williamsport, PA. KeyCall Phone Banking Center is also located in Cumberland, MD. This telephone banking center has recently begun the first phase of its operations, outbound telemarketing, and is expected to be fully operational during late 1997. #### 5 Keystone Financial, Inc. Acquisition Of First Financial Corporation Of Western Maryland Announcement Date: November 26, 1996 Agreement Terms: Keystone will issue Common Stock to each shareholder of FFWM, at a fixed exchange ratio of 1.29 shares of Keystone for each FFWM share, or an equivalent amount of cash. The stock portion will amount to 55% to 60% of the total consideration. Accounting Method: Purchase Approximate Deal Value: $34.19/share(1); $74.0 million aggregate Multiples: Price/Earnings(3) 15.26 x Price/Book(2) 1.80 x Price/Market 1.23 x First Financial Corporation Of Western Maryland Financial History ($ in 000's) QUARTER ENDED FISCAL YEAR ENDED JUNE 30, - ------------ ------------- -------------------------- 9/30/96 1996 1995 1994 ------- ---- ---- ---- Assets $345,505 $321,994 $329,375 $345,646 Loans, net 270,365 243,113 223,066 219,504 Allowance for Loan Losses 7,855 7,795 8,590 4,561 Deposits 280,705 274,756 283,360 301,208 Equity 40,368 41,707 38,470 40,267 Provision for Credit Losses 75 600 5,985 780 Net Income 1,215(3) 3,600 (1,219) 4,059 ROAA 1.47%(3) 1.09% N/A 1.18% ROAE 11.75%(3) 8.97% N/A 9.97% Equity/Assets 11.69% 12.20% 11.66% 11.86% NIM 4.48% 4.52% 4.11% 3.63% Non-Performing Assets (NPA) $ 6,100 $ 6,420 $ 7,648 $ 6,700 NPA as % of Total Assets 1.77% 1.99% 2.32% 1.94% Allowance/Loans 2.83% 3.11% 3.71% 2.04% Shares Outstanding 2,124,336 2,176,739 2,130,212 2,105,650 - --------------------------- (1) Keystone closing bid price as of November 25, 1996 was $26.50. (2) Book value at September 30, 1996, was $19.00. (3) Exclusive of a $1.17 million, net of income tax benefit, non-recurring SAIF assessment charge. -----END PRIVACY-ENHANCED MESSAGE-----