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 December 23, 2002 - -------------------------------------------------------------------------------- (Date of earliest event reported) - -------------------------------------------------------------------------------- Progress Financial Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-14815 25-2413363 - -------------------------------------------------------------------------------- (State of other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identified No.) 4 Sentry Parkway, Suite 200, Blue Bell, Pennsylvania 19422-0764 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (610)-825-8800 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Former name,former address and former fiscal year,if changed since last report) Exhibit Index appears on page 4 Item 5. Other Events On December 23, 2002, Progress Financial Corporation announced the issuance of 5,000 shares of floating rate Trust Preferred Securities. For further information, see the press release 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: December 23, 2002 By: /s/ Michael B. High --------------------------------------- Michael B. High Chief Operating Officer and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99(a) Press Release announcing issuance of 5,000 shares of floating rate Trust Preferred Securities. Exhibit 99(a) Press Release announcing 5,000 shares of floating rate Trust Preferred Securities issued December 23, 2002 Exhibit 99(a) FOR IMMEDIATE RELEASE Contact: December 23, 2002 Michael B. High, COO/CFO 610-941-4804 mhigh@progressbank.com Progress Financial Corporation Issues $5 Million of Floating Rate Trust Preferred Securities Repurchase of Previously Issued Preferred Reduces Interest Expense Blue Bell, PA, December 23, 2002 - Progress Financial Corporation (the "Company" - - Nasdaq: PFNC), announced today the issuance of 5,000 shares of floating rate Trust Preferred Securities, $1,000 liquidation amount per security. The initial rate was 4.76% which will be adjusted quarterly to 3.35% over three month LIBOR. The Trust Preferred Securities represent undivided beneficial interests in Progress Capital Trust IV, which was established by the Company for the purpose of issuing the Trust Preferred Securities. The Trust Preferred Securities are fully and unconditionally guaranteed by the Company. Net proceeds from the sale of the securities will be used to redeem its' outstanding 8.25% subordinated debt and to repurchase a portion of its' 10.5% trust preferred securities issued in 1997. The Company estimates it will immediately save $445,000 in annual interest expense as a result of the restructuring from this and its' previously completed issuance of $10 million of trust preferred securities in November 2002. All the securities have been sold and this release is for informational purposes only. 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 financial planning services, life insurance and investments through Progress Financial Resources, Inc., headquartered in Philadelphia, Pa. In addition, the Company receives fees for financial and operational management consulting services for commercial clients through KMR Management, Inc. located in Willow Grove, Pa. The Company's common stock is traded on The Nasdaq Stock Market under the Symbol "PFNC." ####