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): May 10, 2007
FIRST KEYSTONE CORPORATION
________________________
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 2-88927 23-2249083
____________ _______ __________
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.
of incorporation)
(570) 752-3671
______________
(Registrant's telephone number, including area code)
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):
[X] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] 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))
CURRENT REPORT ON FORM 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 10, 2007, First Keystone Corporation ("First
Keystone"), First Keystone National Bank and Pocono Community
Bank ("Pocono") entered into an Agreement and Plan of Merger
(the "Merger Agreement") pursuant to which all of the
outstanding shares of Pocono will be exchanged and converted by
First Keystone, and Pocono will be merged with and into First
Keystone National Bank, the wholly-owned subsidiary of First
Keystone.
Pursuant to the terms of the agreement, Pocono shareholders
may elect to receive either .8994 shares of First Keystone
common stock or $16.10 for each share of Pocono common stock.
Shareholder elections will be subject to allocation procedures,
which are intended to ensure that at a minimum 51% of the Pocono
common stock will be converted into shares of First Keystone
common stock and up to 49% (including cash to be paid for the
value of outstanding warrants and options) of the Pocono common
stock will be paid in cash. The total value of the merger is
approximately $33.6 million.
The transaction is subject to shareholder approval by
Pocono shareholders, customary regulatory approvals and other
conditions provided for in the Merger Agreement. Prior to the
Pocono shareholders' meeting, First Keystone will file a
registration statement with the Securities and Exchange
Commission to register the shares to be issued in connection
with the merger. The transaction is expected to close late third
or early fourth quarter of 2007.
A copy of the Merger Agreement is attached hereto as
Exhibit 2.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired - NA
(b) Pro Forma Financial Information - NA
(c) Shell Company Transactions - NA
(d) Exhibits
Exhibit Number Description
______________ ___________
2.1 Agreement and Plan of Merger, dated as of
May 10, 2007, by and among First Keystone
Corporation, First Keystone National Bank
and Pocono Community Bank.
99.1 Press release dated as of May 11, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Current Report on
Form 8-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST KEYSTONE CORPORATION
(Registrant)
Dated: May 15, 2007 /s/ J. Gerald Bazewicz
_________________________________
J. Gerald Bazewicz
President and
Chief Executive Officer
Exhibit Number Description
______________ ___________
2.1 Agreement and Plan of Merger, dated as of
May 10, 2007, by and among First Keystone
Corporation, First Keystone National Bank
and Pocono Community Bank.
99.1 Press release dated as of May 11, 2007.