Exhibit 99.2
Contact: M&T Bank Corporation For Immediate Release
Michael Zabel (716) 842-5385 Wednesday, May 17, 2000
Tara Ellis (716) 842-5385
Keystone Financial, Inc.
Jacquelyn Basso (717) 231-5723
Elizabeth Braungard (717) 231-5732
KEYSTONE FINANCIAL, INC. TO MERGE WITH M&T BANK CORPORATION
HARRISBURG, PA (May 17, 2000) --- M&T Bank Corporation ("M&T") (NYSE:MTB), a
$22.8 billion bank holding company headquartered in Buffalo, New York and
Harrisburg, Pennsylvania-based Keystone Financial, Inc. ("Keystone")
(NASDAQ:KSTN) with $7.0 billion in assets announced jointly today that Keystone
will merge into M&T.
Giving M&T its most significant presence outside New York State to date, the
merger will create a banking franchise with 450 branches and nearly 1,000 ATMs
in four states: New York, Pennsylvania, Maryland and West Virginia.
The combined company will become Pennsylvania's fifth largest retail deposit
holder, with a network of 171 branches in 33 counties throughout the central
part of the state. Headquartered in Harrisburg, Keystone currently operates in
Altoona, State College, Pottsville, Williamsport, suburban Philadelphia and
other Pennsylvania communities. An additional 25 branches are located in
Cumberland, Hagerstown and Frederick, Maryland and the Keyser area of West
Virginia.
M&T is upstate New York's largest retail deposit holder with 272 branches in New
York and northeastern Pennsylvania. Keystone's merger with M&T will create the
29th largest independent bank holding company in the United States with $29.8
billion in pro forma assets.
"M&T Bank has grown successfully because we work hard to understand our
customers' personal and professional needs - and then to provide high quality
financial products and services that meet those needs. As we expand further into
Pennsylvania and beyond, we
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remain committed to establishing that same kind of relationship with our new
customers - just as we are committed to the well-being of the communities we
serve," Robert G. Wilmers, M&T Bank chairman and CEO, said.
"With this merger, Keystone joins forces with a financial services institution
long-known for quality, consistency and success. Together, we will create an
even stronger institution that will benefit our customers and communities," Carl
L. Campbell, Keystone Financial, Inc. chairman and CEO, said.
The merged institution will provide customers with a full range of financial
products and services, including 24-hour internet banking and telephone banking
services, an extensive ATM network, a wide array of investment and insurance
products and a full line of mortgage products.
Both M&T and Keystone are leading SBA lenders in their respective states, and
the new company will offer a complete lineup of commercial banking products and
services to small- and medium-sized businesses.
Officials at both companies noted that, because there is very little overlap
between the two retail branch networks, the merger will result in few branch
consolidations. The companies expect to retain nearly all of Keystone's current
front-line employees who interact with customers.
Merger Terms
Under terms of the merger agreement, Keystone shareholders will have the option
of receiving 0.050 shares of M&T common stock or $21.50 in cash in exchange for
each outstanding share of Keystone common stock, subject to the requirement
that, in total, 65% of the 48,930,000 shares of Keystone stock currently
outstanding are exchanged for
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M&T stock and the remainder for cash.
Based on the current number of shares of Keystone common stock currently
outstanding and assuming 31,804,500 shares of Keystone common stock are
exchanged for 1,590,225 shares of M&T common stock, the merger has an indicated
value of $1 billion, making it M&T's largest merger ever.
Simultaneously with the completion of the merger, M&T will effect a 10-for-1
split on its common stock, with the 0.05 exchange ratio being adjusted to 0.5 to
reflect the split. M&T also intends to double the cash dividend on its common
stock in connection with the closing of the merger to the equivalent of $2.50
per quarter on each pre-split share.
The transaction has been approved by the boards of directors of both companies,
and is subject to receiving various regulatory approvals and approvals of each
company's stockholders, among other conditions. It is anticipated that the
transaction will be completed in the fourth quarter of 2000. In conjunction with
this process, the annual meeting Keystone scheduled for May 25, 2000 has been
postponed indefinitely. Special shareholders meetings of both companies will be
scheduled to vote on the merger.
Following the merger, Mr. Campbell will become a vice chairman of M&T Bank
Corporation and its principal banking subsidiary, M&T Bank, and a member of the
M&T and M&T Bank boards of directors. Mr. Campbell also will serve as chairman
of M&T's Pennsylvania operations. Four other directors of Keystone also will
join the M&T Bank Corporation and M&T Bank boards of directors. Mr. Wilmers will
continue as president and CEO of M&T Bank Corporation and chairman and CEO of
M&T Bank.
M&T Bank Profile
Since 1983, when Mr. Wilmers became chairman and CEO of M&T Bank Corporation
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(formerly First Empire State Corporation), M&T has grown from less than $2
billion in assets to $22.8 billion as of March 31, 2000.
M&T also has grown through 14 mergers and acquisitions conducted during the
1990's, including its 1998 acquisition of ONBANCorp's 59 branches in New York
and 19 in Pennsylvania.
Although M&T's steady growth has vaulted it into the upper ranks of American
banking organizations, it has not fundamentally altered the way it conducts
business - M&T remains committed to operating as a "community bank." A
conservative managerial approach - one that stresses in-depth market and
customer knowledge, local decision-making, consistent lending decisions and
support for local initiatives - defines M&T's operating philosophy.
As a community bank, M&T recognizes that its success is uniquely dependent on
the well-being of the communities in which it operates. By all measures, M&T
provides significant support for its regional markets and impacts favorably on
the economic and social well-being of its neighbors.
M&T Bank has earned the highest possible ratings from both the Federal Reserve
Bank of New York and the New York State Banking Department since 1988 for
meeting the credit needs of the communities it serves. M&T also has been
consistently recognized for exceptional commitment to entrepreneurs and small
business owners. And, M&T receives high marks for its level of community support
and volunteer efforts.
This press release contains forward-looking statements with respect to the
anticipated effects of the merger. The following factors, among others, could
cause the actual results
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of the merger to differ materially from M&T's expectations: the ability to
timely and fully realize the expected cost savings and revenues; competition;
changes in economic conditions, interest rates and financial markets; and
changes in legislation or regulatory requirements. M&T does not assume any duty
to update forward-looking statements.
Information regarding the identity of the persons who, under SEC rules, be
deemed to be participants in the solicitation of shareholders of M&T and
Keystone in connection with the merger, and their interest in the solicitation,
is set forth in filings made by M&T and Keystone on the date of this press
release with the SEC.
M&T and Keystone will be filing a joint proxy statement/prospectus and other
relevant documents concerning the transaction with the SEC. Investors are urged
to read the joint proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. Investors will be able to obtain these documents free of charge at
the SEC's web site (www.sec.gov). In addition, documents filed with the SEC by
M&T may be obtained free of charge by contacting M&T Bank Corporation at One M&T
Plaza, Buffalo, New York 14203, Attention: Investor Relations, (716) 842-5445.
Documents filed with the SEC by Keystone will be available free of charge by
contacting Keystone Financial, Inc., P.O. Box 708, Altoona, Pennsylvania, 16603,
Attention: Shareholder Relations, (717) 233-1555.
Investors should read the joint proxy/prospectus carefully when it becomes
available before making any voting or investing decisions.
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For Release: Immediate, Wednesday, May 17, 2000
Media Contact: Keystone Financial, Inc.
Jacquelyn Basso (717-231- 5723)
Elizabeth Braungard (717-231-5732)
M&T Bank Corporation
Michael Piemonte (716-842-5887)
KEYSTONE FINANCIAL AND M&T BANK CORPORATION ANNOUNCE
MERGER M&T Bank Corporation to pay $1 billion in stock and cash
HARRISBURG, PENNSYLVANIA and BUFFALO, NEW YORK (May 17, 2000) - Keystone
Financial, Inc. ("Keystone") (NASDAQ: KSTN), Harrisburg, Pennsylvania and M&T
Bank Corporation ("M&T") (NYSE: MTB), Buffalo, New York, today jointly announced
that they have entered into a definitive agreement for a merger between the two
companies.
The merger will create a strong northeast banking franchise with 424 branches in
New York and Pennsylvania and 25 in northern Maryland and West Virginia. The
enlarged franchise would make M&T the 29th largest independent banking company
in the United States with proforma combined assets of approximately $29.8
billion as of March 31, 2000. Keystone's banking subsidiary, Keystone Financial
Bank, N.A., will be merged into Manufacturers and Traders Trust Company ("M&T
Bank"), M&T's principal commercial banking subsidiary.
Carl L. Campbell, chairman, president and chief executive officer of Keystone,
said, "With this merger, Keystone joins forces with a financial services
institution long-known for quality, consistency and success. Together, we will
create an even stronger institution that will benefit the stockholders,
customers and the community."
Robert G. Wilmers, president and chief executive officer of M&T, said, "M&T Bank
has grown successfully across New York State and northeastern Pennsylvania
because we provide high quality financial products and services to our customers
through relationships that enable us to understand their personal and business
needs. Our partnership with Keystone gives M&T a well-established foundation
from which to broaden our geographic reach and expand our combined businesses.
As we expand our presence in Pennsylvania and enter the Maryland and West
Virginia markets, we remain committed to providing that same high quality
service to our new customers and, we will be committed to the well-being of the
communities we serve."
Following the merger, Mr. Campbell will be elected vice chairman of the board of
directors of M&T and vice chairman of M&T Bank. Four other directors of Keystone
will join Mr. Campbell on M&T's and M&T Bank's board of directors. Mr. Wilmers
will continue as president and chief executive officer of M&T and chairman and
chief executive officer of M&T Bank.
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KEYSTONE FINANCIAL AND M&T BANK CORPORATION Page 2.
Because the franchises do not overlap, no branch consolidations between Keystone
and M&T are anticipated as a result of the merger.
Simultaneous with the completion of the merger, M&T intends to declare a
10-for-1 split on its common stock. M&T also intends to double the cash dividend
on its common stock after the closing of the merger to the equivalent of $2.50
per quarter on each pre-split share.
Under the terms of the proposed merger, stockholders of Keystone may elect to
receive .05 of a pre-split share of M&T common stock or $21.50 in cash in
exchange for each outstanding share of Keystone common stock, although 65% of
the 48,930,000 shares of Keystone common stock currently outstanding must be
exchanged for shares of M&T common stock. The selection of the method of payment
by Keystone's stockholders will be subject to allocation and proration if the
election for common stock would be more or less than this 65%. The merger is
expected to be tax-free to Keystone stockholders except to the extent they
receive cash, and will be accounted for as a purchase.
Based on the current number of shares of Keystone common stock currently
outstanding and the closing price of M&T common stock on May 15, 2000, the
merger has an indicated value of $1 billion. On the same basis, the pro forma
market capitalization of M&T would be approximately $3.8 billion following the
merger
Keystone also granted M&T a stock option to acquire up to 19.9 percent of the
shares of common stock of Keystone under certain circumstances.
The transaction has been approved by the board of directors of both companies,
and is subject to a number of conditions, including various regulatory approvals
and approvals of each company's stockholders. The doubling of the quarterly cash
dividend on M&T's common stock and the 10-for-1 common stock split are subject
to the approval of M&T's board of directors at the time the cash and stock
dividends are declared. It is anticipated that the merger will be completed in
late 2000.
This press release contains forward-looking statements with respect to the
anticipated effects of the merger. The following factors, among others, could
cause the actual results of the merger to differ materially from M&T's
expectations: the ability to timely and fully realize expected cost savings and
revenues; competition; changes in economic conditions, interest rates and
financial markets; and changes in legislation or regulatory requirements. M&T
does not assume any duty to update forward-looking statements.
ADDITIONAL INFORMATION
Information regarding the identity of the persons who may, under SEC rules, be
deemed to be participants in the solicitation of shareholders of M&T and
Keystone in connection with the merger, and their interests in the solicitation,
is set forth in a Schedule 14A filed on the date of this press release with the
SEC.
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M&T and Keystone will be filing a joint proxy statement/prospectus and other
relevant documents concerning the transaction with the SEC. Investors are urged
to read the joint proxy statement/prospectus when it becomes available and any
other relevant documents filed with the SEC because they will contain important
information. Investors will be able to obtain the documents free of charge at
the SEC's web site (www.sec.gov). In addition, documents filed with the SEC by
M&T may be obtained free of charge by contacting M&T Bank Corporation at One M&T
Plaza, Buffalo, New York 14203, Attention: Investor Relations, (716) 842-5445.
Documents filed with the SEC by Keystone will be available free of charge by
contacting Keystone Financial, Inc., P.O. Box 708, Altoona, Pennsylvania, 16603,
Attention: Shareholder Relations (717) 233-1555.
Investors should read the joint proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
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FOR ANALYSTS: To participate in an analyst presentation at 10:30 a.m., EDT,
Wednesday, May 17, dial toll-free 1-888-603-9742, Code #11111. The presentation
can be played back until June 16, 2000 by calling 1-888-433-2207.