-----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, Leycsw3xh/5xDXfH8spp4qmZhcYYvATQ1I9VMvIS+Fm3X0gtCBvZdZpEA8fWyldA eHR0HjM3Boo72U1nsJNw8Q== 0001065407-10-000131.txt : 20100302 0001065407-10-000131.hdr.sgml : 20100302 20100302161036 ACCESSION NUMBER: 0001065407-10-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100302 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100302 DATE AS OF CHANGE: 20100302 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25328 FILM NUMBER: 10649372 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 8-K 1 form8k.htm FORM 8-K form8k.htm


UNITED STATES
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)
  March 2, 2010
 
   
First Keystone Financial, Inc.
(Exact name of registrant as specified in its charter)
   
   
Pennsylvania
000-25328
23-2576479
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
Identification No.)
 
 
22 West State Street, Media, Pennsylvania
 
19063
 
(Address of principal executive offices)
(Zip Code)
   
   
 
Registrant’s telephone number, including area code
(610) 565-6210
 
 
 
Not Applicable
(Former name or former address, if changed since last report)
   
   
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[X]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
ITEM 8.01            Other Events
 
On March 2, 2010, First Keystone Financial, Inc. (the “Company”) issued a press release announcing that the Company’s shareholders had approved the proposed merger with Bryn Mawr Bank Corporation. Reference is made to the Company’s press release dated March 2, 2010, which is included as Exhibit 99.1 hereto and incorporated herein by reference thereto.  The press release attached hereto is being furnished to the SEC and shall not be deemed to be “filed” for any purpose except otherwise provided herein or incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in such filing.
 
ITEM 9.01
Financial Statements and Exhibits
     
 
(a)
Not applicable.
 
(b)
Not applicable.
 
(c)
Not applicable.
 
(d)
Exhibits
 
 
The following exhibits are filed herewith.
 
   
Exhibit Number
 
 
 
Description
 
 
 
99.1
Press release dated March 2, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2

 
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 thereunto duly authorized.
 
   
     
FIRST KEYSTONE FINANCIAL, INC.
     
     
Date:  March 2, 2010
By:
  /s/David M. Takats
     
David M. Takats
     
Senior Vice President and Chief
  Financial Officer
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3

 
EXHIBIT INDEX
 
 
   
Exhibit Number
 
 
 
Description
 
 
 
99.1
Press release dated March 2, 2010
 
 
 
 
EX-99.1 2 pr.htm PRESS RELEASE pr.htm
 


EXHIBIT 99.1
 
 
 
FIRST
22 West State Street
KEYSTONE
Media, PA 19063
FINANCIAL, INC.
610-565-6210
 
 
FOR IMMEDIATE RELEASE


FIRST KEYSTONE FINANCIAL ANNOUNCES
SHAREHOLDERS APPROVE MERGER WITH BRYN MAWR BANK CORPORATION
 
Media, PA -- (BUSINESS WIRE) -- March 2, 2010 - First Keystone Financial, Inc. (NASDAQ: FKFS) (the “Company”), the holding company for First Keystone Bank (the “Bank”), announced today that shareholders of the Company approved the merger with Bryn Mawr Bank Corporation. More than 99% of the votes cast and over 81% of the issued and outstanding shares of common stock voted in favor of the merger. The approval of the Company’s shareholders represents a significant step in the merger process. Pending regulatory approvals and the satisfaction of other conditions to closing, the merger is expected to close late in the second quarter or early in the third quarter of 2010.
 
Following the special meeting of the Company’s shareholders, Hugh Garchinsky, the President and Chief Executive Officer, said “We are pleased that our shareholders approved the merger. This merger presents significant benefits for our shareholders, customers and the communities we serve. We look forward and are excited about our merger with Bryn Mawr.”
 
First Keystone Bank, the Company's wholly owned subsidiary, serves its customers from eight full-service offices in Delaware and Chester Counties.
 
Certain information in this release may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those estimated due to a number of factors.  Persons are cautioned that such forward-looking statements are not guarantees of future performance and are subject to various factors, which could cause actual results to differ materially from those estimated.  These factors include, but are not limited to, changes in general economic and market conditions, the continuation of an interest rate environment that adversely affects the interest rate spread or other income from the Company's and the Bank's investments and operations, the amount of the Company’s delinquent and non-accrual loans, troubled debt restructurings, other real estate owned and loan charge-offs; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; interest rate movements; the proposed merger with Bryn Mawr Bank Corporation (“BMBC”) fails to be completed, or if completed, the anticipated benefits from the merger may not be fully realized due to, among other factors, the failure to combine the Company’s business with BMBC, the anticipated synergies not being achieved or the integration proves to be more difficult, time consuming or costly than expected; difficulties in integrating distinct business operations, including information technology difficulties; disruption from the transaction making it more difficult to maintain relationships with customers and employees, and challenges in establishing and maintaining operations in new markets; volatilities in the securities markets; and deteriorating economic conditions. The Company does not undertake and specifically disclaims any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
 

BMBC filed a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”) in connection with the proposed merger of the Company with BMBC, and the Company filed with the SEC a definitive proxy statement/prospectus in connection with the transaction. The Company’s shareholders and investors are urged to read the proxy statement/prospectus because it contains important information about the Company, BMBC and the transaction. You may obtain a free copy of the proxy statement/prospectus as well as other filings containing information about BMBC and the Company, at the SEC's web site at www.sec.gov. A free copy of the proxy statement/prospectus as well as other filings containing information about the Company may also be obtained from the Company, by directing the request to First Keystone Financial, Inc., 22 West Media Street, Media, Pennsylvania 19063, Attention: Carol Walsh, Secretary, telephone (610) 565-6210. A free copy of the filings with the SEC by BMBC that are incorporated by reference in the proxy statement/prospectus can be obtained by directing the request to Bryn Mawr Bank Corporation, 801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010, Attention: Robert Ricciardi, Secretary, telephone (610) 526−2059.
 
CONTACT:    Hugh J. Garchinsky
President and Chief Executive Officer
(610) 565-6210
 
 
 
 
 






 


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