================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] 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.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
NOMINATING STOCKHOLDERS
Lawrence Partners, L.P.
Lawrence Offshore Partners, LLC
Lawrence Garshofsky
------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------------------
================================================================================
On January 18, 2007, current stockholders (the "Nominating
Stockholders") of First Keystone Financial, Inc. (the "Company"), holding 6.4%
of the Company's outstanding Common Stock, filed with the Securities and
Exchange Commission a definitive proxy statement regarding the solicitation of
votes for the election of Lawrence Garshofsky and Jeffrey E. Susskind (the
"Stockholder Nominees") to be Directors of the Company.
Stockholders of the Company as of December 12, 2006 can vote for the
Stockholder Nominees by submitting their GOLD proxy card. The annual meeting of
the Company is scheduled to be held on February 7, 2007.
Item 1: On February 1, 2007, the Nominating Stockholders issued the
following press release:
ISS RECOMMENDS STOCKHOLDERS VOTE ON THE GOLD PROXY CARD FOR LAWRENCE GARSHOFSKY
AND JEFFREY SUSSKIND
Beverly Hills, CA February 1, 2007 PR Newswire/ -- The Nominating Stockholders
are pleased to announce that Institutional Shareholder Services (ISS), the
leading independent proxy and corporate governance advisory firm, has
recommended stockholders vote FOR The Nominating Stockholders' nominees,
Lawrence Garshofsky and Jeffrey E. Susskind, on the GOLD proxy card at First
Keystone Financial Inc.'s (NASDAQ: FKFS) upcoming Annual Meeting to be held on
February 7, 2007.
In rendering its decision, ISS noted, "Our review of the key issues,
particularly the stock price performance, suggests that the company has been
unable to create shareholder value in the short and medium term." ISS' analysis
further stated, "we believe that the company could benefit from greater
oversight and inclusion of independent directors on the board."
Lawrence Garshofsky of the Nominating Stockholders said, "We are extremely
pleased that ISS is recommending that stockholders vote for our slate of
nominees on the GOLD proxy card. We are in complete agreement with ISS that the
board of directors of First Keystone Financial needs change. If elected, Jeffrey
and I look forward to working with our fellow board members in maximizing
stockholder value for all First Keystone Financial stockholders."
The Nominating Stockholders collectively own 6.4% of the outstanding shares of
First Keystone Financial.
ADDITIONAL INFORMATION
You can obtain free copies of the Nominating Stockholders' proxy
statement through the website maintained by the SEC at www.sec.gov. In addition,
you can obtain free copies of the proxy statement from the Nominating
Stockholders and assistance in voting your shares by contacting:
D.F. King & Co., Inc.
Attn: Richard Grubaugh
48 Wall Street
New York, New York 10005
(Call Toll Free (888) 628-8208)
Our definitive proxy statement and the related proxy were mailed to
stockholders of the Company seeking support at the Annual Meeting:
o to elect Lawrence Garshofsky and Jeffrey E. Susskind to four-year
terms as Directors of the Company in opposition to the Directors
nominated for election by the Company and
o to ratify the appointment of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the
fiscal year ending September 30, 2007.
The Nominating Stockholders beneficially own 155,850 shares of Common
Stock, which represents 6.4% of the Company's outstanding Common Stock, as of
December 12, 2006 (the "Record Date"), based upon the Company's proxy statement.
Each of the Nominating Stockholders has been a beneficial owner of the Company's
Common Stock
for over two years. The Nominating Stockholders are Lawrence Partners, L.P., a
California limited partnership, Lawrence Offshore Partners, LLC, a Manx limited
liability company, and Lawrence Garshofsky.
Your vote is important, no matter how many or how few shares you hold.
If your shares are held in the name of a brokerage firm, bank or nominee, only
they can vote your shares, and only upon receipt of your specific instructions.
Accordingly, please return the proxy card in the envelope provided by your bank
or broker or contact the person responsible for your account and give
instructions for such shares to be voted for the Stockholder Nominees.
If your shares are registered in more than one name, the GOLD proxy
card should be signed by all such persons to ensure that all shares are voted
for the Stockholder Nominees. Holders of record of shares of Common Stock on the
Record Date are urged to submit a proxy, even if such shares have been sold
after the Record Date.
Please refer to the Company's definitive proxy statement for a full
description of management's proposals, the ownership of the Company's common
stock, the share vote required to ratify each proposal, information about the
Company's officers and directors, including compensation, information about
ratification of Deloitte & Touche LLP and other information.
INFORMATION CONCERNING THE NOMINATING STOCKHOLDERS AND THE STOCKHOLDER
NOMINEES AND THEIR INTERESTS IN THE SOLICITATION IS SET FORTH IN THE PROXY
STATEMENT FILED BY THE NOMINATING STOCKHOLDERS WITH THE SEC ON JANUARY 18, 2007.