UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
First Keystone Financial, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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[First Keystone Letterhead]
January 29, 2007
Dear Fellow Shareholders:
You recently received a letter from Lawrence Garshofsky,
Lawrence Partners, L.P. and Lawrence Offshore Partners, LLC
urging you to vote for their two nominees for election as
directors rather than the three nominees of First Keystone
Financial, Inc. Garshofsky would have you believe that its
interest in First Keystone is different than ours and a new
"direction" for First Keystone is necessary. We are shareholders
of First Keystone just as you are and our interests and your's
are the same: to build long-term value for all shareholders. The
directorate and management of First Keystone hold more than 16.5%
of the issued and outstanding shares of common stock. Our
employees hold, through the employee stock ownership plan, an
additional 12.9% of the common stock. It is in our best interest
to enhance shareholder value and we believe we are following the
right course of action to achieve that goal.
Fiscal 2006 was a very difficult year for the Company. We
are extremely disappointed by the Company's performance and
recognize that we must show material improvement in a relatively
short period of time. As a consequence, our number one priority
is addressing the issues raised by the supervisory agreements
with the Office of Thrift Supervision (the "OTS") as soon as
possible in order to have the agreements removed. We are
aggressively addressing the concerns the OTS raised with respect
to our lending operations. The OTS also pressed us to raise
additional equity capital to reduce the outstanding indebtedness
of the Company. In response, we raised approximately $5.8
million of new capital in a private placement, all of which will
be used to retire debt.
Once the supervisory agreements are removed, we will be able
to fully implement our strategy of transitioning from a
traditional thrift to operating more like a commercial bank. We
believe such transition is critical to our future success. We
were in the process of effecting such transition when the
supervisory agreements were imposed. We have continued to
implement our strategy, but at a slower rate due to the
restrictions contained in the supervisory agreements. Due to our
concern that we strengthen our underwriting procedures, we are
continuing to enhance our credit administration capability in
anticipation of the ability to resume our growth strategy.
However, our focus is more than just on the asset side of the
ledger sheet. We are also vigorously working to reduce expenses
and implement effective cost controls as part of our effort to
improve our overall financial performance.
We know that we must perform and that our performance must
improve materially over the next two to three years. If we are
unable to do so, we are fully aware of our fiduciary
responsibilities to our shareholders and will consider all of our
strategic alternatives.
We ask for your continued support. Vote "FOR" the Company
nominees on the enclosed WHITE proxy card. Your vote is
important, no matter how many shares you own. If your shares are
held by a broker, you may be able to vote by telephone or the
Internet. Please follow your broker's instructions.
Very truly yours,
/s/ Thomas M. Kelly
Thomas M. Kelly
President and Chief Executive Officer
Solicitation
On January 5, 2007, First Keystone Financial, Inc. filed a
definitive proxy statement with the SEC and mailed it to First
Keystone's shareholders, WE URGE INVESTORS TO READ THE PROXY
STATEMENT ALONG WITH OUR ANNUAL REPORT ON FORM 10-K AND ANY OTHER
RELEVANT DOCUMENTS THAT FIRST KEYSTONE HAS FILED WITH THE SEC
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders are
able to obtain a free copy of the proxy statement and other
related documents filed by First Keystone at the SEC's website at
www.sec.gov. First Keystone's proxy statement and other related
documents may also be obtained from Carol Walsh, Executive
Corporate Secretary, First Keystone Financial, Inc., 22 West
State Street, Media, Pennsylvania 19063.
LISTING OF PERSONS WHO MAY BE DEEMED "PARTICIPANTS" IN THE
SOLICITATION AND CERTAIN INFORMATION CONCERNING SUCH PERSONS IS
SET FORTH IN FIRST KEYSTONE'S DEFINITIVE PROXY STATEMENT FILED
WITH THE SEC ON JANUARY 5, 2007, WHICH MAY BE OBTAINED THROUGH
THE WEB SITE MAINTAINED BY THE SEC AT www.sec.gov.
Forward-Looking Statements
In addition to historical information, this letter contains
forward-looking statements that are based upon First Keystone's
estimates and expectations concerning future events and are
subject to certain risks and uncertainties that could cause
actual results to differ materially from those reflected in the
forward-looking statements. We caution that such statements are
subject to a number of uncertainties and actual results could
differ materially and therefore you should not place undue
reliance on any forward-looking statements we make. We may not
update any forward-looking statements we make today for future
events or developments. Information about risks and
uncertainties are described in our filings with the SEC, which
are available on the SEC's website or our website or from our
Corporate Secretary.
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