-----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, QwFlehPx3UGnsZtz3MIJTNFKW+EAQSgr1oDkUgCtnrMlts79juY+mKbqW8//Di8L fQ5kwgAA7ROc4F2+PHYbnA== 0001065407-07-000219.txt : 20070214 0001065407-07-000219.hdr.sgml : 20070214 20070214140528 ACCESSION NUMBER: 0001065407-07-000219 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46773 FILM NUMBER: 07618013 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: 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 firkey13ga.txt SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 9) FIRST KEYSTONE FINANCIAL, INC. ______________________________________________________________________________ (Name of Issuer) Common Stock, Par Value $.01 Per Share ______________________________________________________________________________ (Title of Class of Securities) 320655 10 3 ______________________________________________________________________________ (CUSIP Number) December 31, 2006 ______________________________________________________________________________ (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) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Page 1 of 7 Pages CUSIP No. 320655 10 3 13G/A Page 2 of 7 Pages ______________________________________________________________________________ 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (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. SOLE VOTING POWER - - NUMBER OF ________________________________________________________________ SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY 125,360 EACH ________________________________________________________________ REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH - - ________________________________________________________________ 8. SHARED DISPOSITIVE POWER 368,688 ______________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 368,688 ______________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] ______________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.2% ______________________________________________________________________________ 12. TYPE OF REPORTING PERSON EP ______________________________________________________________________________ CUSIP No. 320655 10 3 13G/A Page 3 of 7 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, William J. O'Donnell and Bruce C. Hendrixson, Trustees 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 $.01 per share Item 2(e). CUSIP Number: 320655 10 3 Item 3. If This Statement is Filed Pursuant to Rule 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). CUSIP No. 320655 10 3 13G/A Page 4 of 7 Pages Item 4. Ownership. (a) Amount beneficially owned: 368,688 (b) Percent of class: 15.2% (based upon 2,427,928 shares issued and outstanding as of December 31, 2006) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 ----- (ii) Shared power to vote or to direct the vote 125,360 (1) ------------ (iii) Sole power to dispose or to direct the disposition of 0 --- (iv) Shared power to dispose or to direct the disposition of 368,688 ------- _________________________ (1) This number reflects the unallocated shares held in the ESOP. All allocated ESOP shares have pass-through voting. In the event that a participant does not direct his/her vote, those shares would not be voted, unless the Plan Trustees (as hereinafter defined) determines that compliance with applicable law, compliance with their fiduciary duties requires the Plan Trustees to vote such shares. CUSIP No. 320655 10 3 13G/A Page 5 of 7 Pages The reporting person is an employee stock ownership plan under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") with individual accounts for the accrued benefits of participating employees and their beneficiaries. The reporting person's assets are held in trust by trustees ("Plan Trustees"). The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by in the Employee Stock Ownership Plan Trust, as of December 31, 2006. As of December 31, 2006, 243,328 shares of Common Stock were allocated to individual accounts established for participating employees and their beneficiaries, and 125,360 shares were held, unallocated, for allocation in future years. In general, participating employees and their beneficiaries have the power and authority to direct the voting of shares of Common Stock allocated to their individual accounts. Such allocated shares are, therefore, not included as shares over which the reporting person has sole or shared voting power. The reporting person, through the Plan Trustees, has shared voting power over unallocated Common Stock. Any unallocated Common Stock is generally required to be voted by the Plan Trustees in the same proportion as Common Stock which has been allocated to Participants is directed to be voted. The reporting person, through the Plan Trustees, shares dispositive power over all unallocated Common Stock held by the reporting person. The reporting person, acting through the Plan Trustees, shares dispositive power over allocated Common Stock with participating employees and their beneficiaries, who have the right to determine whether Common Stock allocated to their respective accounts will be tendered in response to a tender offer but otherwise has no dispositive power. Any unallocated Common Stock is generally required to be tendered by the Plan Trustees in a tender offer in the same proportion as Common Stock which has been allocated to Participants is directed to be tendered. In limited circumstances, ERISA may confer upon the Plan Trustees the power and duty to control the voting and tendering of Common Stock allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. The reporting person disclaims voting power with respect to such allocated Common Stock. Item 5. Ownership of Five Percent or Less of a Class. Not applicable since the reporting entity owns more than 5% of the class. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in the form of additional securities, are added to their respective individual accounts. Dividends on Common Stock allocated to the accounts of participating employees and their beneficiaries, to the extent paid in cash, are, at the direction of the Plan Administrator, either (i) credited CUSIP No. 320655 10 3 13G/A Page 6 of 7 Pages to the respective individual accounts, or (ii) used to pay principal and interest on outstanding indebtedness incurred by the reporting person to acquire shares of Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable since the reporting entity is not a member of a group. Item 9. Notice of Dissolution of Group. Not applicable since the reporting entity is not a member of a group. Item 10. Certification. By signing below we certify that, to the best of our 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 13G/A Page 7 of 7 Pages SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. This report is not an admission that the Plan Trustees are the beneficial owner of any securities covered by this report, and the Plan Trustees expressly disclaim beneficial ownership of all shares reported herein pursuant to Rule 13d-4. FIRST KEYSTONE FINANCIAL, INC. EMPLOYEE STOCK OWNERSHIP PLAN TRUST February 14, 2007 By: /s/ Bruce C. Hendrixson ---------------------------------------- Bruce C. Hendrixson Trustee for First Keystone Financial, Inc. Employee Stock Ownership Plan February 14, 2007 By: /s/ William J. O'Donnell ---------------------------------------- William J. O'Donnell Trustee for First Keystone Financial, Inc. Employee Stock Ownership Plan -----END PRIVACY-ENHANCED MESSAGE-----