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
November 21, 2001
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(Date of earliest event reported)
Progress Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-14815 25-2413363
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(State of other jurisdiction Commission File Number) (IRS Employer
of incorporation) Identified No.)
4 Sentry Parkway, Suite 200, Blue Bell, Pennsylvania 19422-0764
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(Address of principal executive offices) (Zip Code)
(610)-825-8800
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name,former address and former fiscal year,if changed since last report)
Exhibit Index appears on page 4
Item 5. Other Events
Progress Financial Corporation ("Progress" or the "Company") announced
that it has signed a definitive agreement with Comerica Bank- California, a
subsidiary of Comerica Incorporated ("Comerica"), to sell a significant portion
of the assets of Techbanc, Progress' specialized lending division to Comerica.
The sale will include $31 in outstanding loans as of November 15, 2001 from 38
loan relationships, including $11 million in loans to pre-profit companies;
total deposits of $36 million related to these accounts; off balance sheet sweep
accounts of approximately $35 million related to these accounts; warrants to
purchase common stock related to these accounts; a contingent deferred payment
to Progress based upon the value realized on the warrants during the period
ending December 31, 2003; and possible additional loan relationships and related
assets. The closing of the transaction is expected to occur by December 31,
2001, subject to regulatory approval. The Company does not expect to report any
material gain or loss on the closing of the transaction. For further
information, see the press release dated November 21, 2001 attached as Exhibit
99(a) and incorporated herein by reference.
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.
PROGRESS FINANCIAL CORPORATION
Dated: November 26, 2001 By: /s/ Michael B. High
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Michael B. High
Chief Operating Officer and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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99(a) Press Release on TechBanc Sale
distributed on November 21, 2001
Exhibit 99(a)
Press Release on TechBanc Sale
[OBJECT OMITTED]FOR IMMEDIATE RELEASE Contacts:
Michael B. High
Progress Financial Corporation
610-941-4804
mike_high@progressbank.com
Keith Turner
Comerica Bank
408-556-5111
keith_turner@comerica.com
Adrienne Moch
Pacifico, Inc.(for Comerica Bank)
408-293-8600 x319
amoch@pacifico.com
Progress Bank Sells TechBanc Assets to Comerica Bank - California
Blue Bell, Pa, November 21, 2001--Progress Financial Corporation (the
"Company" - Nasdaq: PFNC) and Comerica Bank - California, a subsidiary of
Comerica Incorporated (NYSE: CMA), announced today they have signed a definitive
agreement to sell a significant portion of TechBanc, Progress' specialized
lending division to Comerica Bank - California. The sale is subject to
regulatory approval. Terms of the agreement were not disclosed.
Included in the sale are loans, deposits and warrants of TechBanc's
technology-based companies. This agreement will enable the Technology and Life
Sciences Division of Comerica Bank - California to expand in the markets of New
Jersey and Pennsylvania with most of the Progress TechBanc team joining this
group.
W. Kirk Wycoff, president and CEO of Progress Bank, explained: "We are
extremely pleased that the value Progress created by forming TechBanc five years
ago has garnered the interest of a banking institution such as Comerica.
Although TechBanc has significantly contributed to the profitability of Progress
Bank since its inception, we will now be able to dedicate our resources to more
traditional lines of business, including expanding our retail franchise and
focusing on core banking."
"The addition of TechBanc's portfolio and personnel fits well into our strategy
of serving all major U. S. technology centers," said Richard Casey, president of
Comerica's Technology and Life Sciences Division. "This team will offer clients
the familiarity of dealing with hometown bankers along with Comerica's extensive
products and services, enhancing our mid-atlantic region."
Progress Financial Corporation
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Progress Financial Corporation is a unitary thrift holding company
headquartered in Blue Bell, Pennsylvania. The business of the Company consists
primarily of the operation of Progress Bank, which serves businesses and
consumers through twenty full service offices. The Company also offers a
diversified array of financial services including equipment leasing through
Progress Leasing Company, with offices in Blue Bell, Pennsylvania, and financial
planning services and investments through Progress Financial Resources, Inc.,
headquartered in Philadelphia, Pennsylvania. In addition, the Company also
conducts commercial mortgage banking and brokerage services through Progress
Realty Advisors, Inc. with locations in Blue Bell, Pennsylvania, and Shrewsbury,
New Jersey. The Company also receives fees for construction and development
activities through Progress Development Corporation; fees for venture capital
management services provided by Progress Capital Management, Inc.; and financial
and operational management consulting services for commercial clients through
KMR Management, Inc. located in Willow Grove, Pennsylvania. The Company's common
stock is traded on The Nasdaq Stock Market under the Symbol "PFNC".
Comerica Incorporated
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The Technology and Life Sciences Division of Comerica Bank - California serves
major technology centers from 18 offices throughout the United States. It
provides credit and financial services and products to young, growing,
professionally backed technology and life sciences companies, as well as the
mature counterparts in the computer products, Internet services,
telecommunications, life sciences and e-commerce industries.
Comerica Incorporated is a multi-state financial services provider headquartered
in Detroit, with banking subsidiaries in Michigan, California and Texas, banking
operations in Florida, and businesses in several other states. Comerica has an
investment services affiliate, Munder Capital Management, commercial banking
operations in Canada and a commercial banking subsidiary in Mexico. Comerica
reported total assets of $50 billion at September 30, 2001.
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