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
January 26, 2004
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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 23-2413363
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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)
Item 5. Other Events and Regulation FD Disclosure
On January 26, 2004 Progress Financial Corporation announced the final
regulatory approval for Merger with FleetBoston Financial Corporation. A copy of
the press release is included as Exhibit 99.1 and is 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: January 26, 2004 By: /s/ Michael B. High
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Michael B. High
Chief Operating Officer and
Chief Financial Officer
Exhibit 99.1
Press Release on Final Regulatory Approval
FOR IMMEDIATE RELEASE Contacts:
January 26, 2004 Michael B. High, COO/CFO
610-941-4804
mhigh@progressbank.com
Dorothy Jaworski, Director of Investor Relations
484-322-4822
djaworski@progressbank.com
Progress Financial Corporation Announces Final Regulatory Approval for
Merger with FleetBoston Financial Corporation
Blue Bell, PA, January 26, 2004 - Progress Financial Corporation (Nasdaq:
"PFNC") today announced that final regulatory approval for the previously
announced merger with FleetBoston Financial Corporation (NYSE: "FBF") has been
received. Under the merger agreement, Progress will merge with and into
FleetBoston and each outstanding share of common stock of Progress will be
converted into the right to receive the number of shares of common stock of
FleetBoston determined by dividing $30.80 by the average closing trading price
of FleetBoston common stock for the ten day period ending on the date final
regulatory approval has been received, plus cash in lieu of any fractional share
interest.
Based on this formula, shareholders will receive .7105 shares of FBF for
each share of Progress stock. The merger is expected to close on or about
February 1, 2004.
Progress Financial Corporation is a unitary thrift holding company
headquartered in Blue Bell, Pennsylvania. The business of Progress consists
primarily of the operation of Progress Bank, which serves businesses and
consumers through twenty-one offices. Progress also offers financial planning
services, life insurance, group employee benefits and investments through
Progress Financial Resources, Inc., headquartered in Philadelphia, PA.
Progress's common stock is traded on The Nasdaq Stock Market under the Symbol
"PFNC".
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