As filed with the Securities and Exchange Commission on March 8, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROGRESS FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 6711 23-2413363
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classification Identification No.)
or organization) Code No.)
Four Sentry Parkway
Suite 230
Blue Bell, Pennsylvania 19422-0764
(610) 825-8800
(Address, including zip code and telephone number,
including area code, of Registrant's
principal executive offices)
W. Kirk Wycoff
Chairman, President and Chief Executive Officer
Progress Financial Corporation
Four Sentry Parkway
Suite 230
Blue Bell, Pennsylvania 19422-0764
(610) 825-8800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with a copy to:
Raymond A. Tiernan, Esq.
Kenneth B. Tabach, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
Of the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestments plans, check the following box. x
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock, par
value $1.00
per share 54,003 shares $14.53 $784,663.59 $218.14
Preferred Stock
Purchase Rights (2) 54,003 shares - - -
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(1) Estimated solely for the purpose of calculating the registration fee based
on the average of the high and low prices of the Common Stock on March 2, 1999,
as reported by the Nasdaq Stock Market per Rule 457(c). (2) Each share of Common
Stock has one Preferred Stock Purchase Right attached thereto without charge.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.Information contained herein
is subject to completion or amendment. This Prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
- --------------------------------------------------------------------------------
Subject to Completion, Dated March 8, 1999
PROSPECTUS
54,003 Shares
PROGRESS FINANCIAL CORPORATION
Common Stock
This Prospectus relates to the public offering, which is not being
underwritten, of up to 54,003 shares (the "Offered Stock") of Common Stock, par
value $1.00 per share (the "Common Stock"), of Progress Financial Corporation
(the "Company") which may be offered from time to time for the account of the
selling stockholders named herein (the "Selling Stockholders"). The shares of
Offered Stock were issued to the Selling Stockholders in connection with the
Company's acquisition of Primary Capital Corp., a Delaware corporation, pursuant
to the exemption from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), provided by Section 4(2) thereof. The
Company will not receive any of the proceeds from the sale of shares of Offered
Stock by the Selling Stockholders.
The shares of Offered Stock may be offered and sold from time to time by the
Selling Stockholders directly or through broker-dealers who may act solely as
agents, or who may acquire shares as principals. The distribution of the shares
of Offered Stock may be effected in one or more transactions that may take place
through the Nasdaq Stock Market, including block trades or ordinary broker's
transactions, or through privately-negotiated transactions, or in accordance
with Rule 144 under the Securities Act, or through a combination of any such
method of sale, at market prices or at negotiated prices. Usual and customary or
negotiated brokerage fees or commissions may be paid by the Selling Stockholders
in connection with such sales. The Selling Stockholders and any dealers or
agents that participate in the distribution of the Offered Stock may be deemed
to be "underwriters" within the meaning of the Securities Act, and any profit on
the sale of the Offered Stock by them and any commissions received by any such
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. See "Plan of Distribution."
The Common Stock is traded on the Nasdaq Stock Market's National Market
under the symbol "PFNC." On March 5, 1999, the closing price for the Common
Stock was $14.6875 per share.
See "Risk Factors" beginning on page 3 for a discussion of certain factors
that should be considered carefully by prospective investors in the Common Stock
offered hereby.
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Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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The securities offered hereby are not deposits or savings accounts and are
not insured by the Federal Deposit Insurance Corporation or any other government
agency or instrumentality.
The date of this Prospectus is March , 1999
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). You may read and copy any reports, proxy statements or other
information filed by the Company at the Commission's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. You can request
copies of these documents, upon payment of a duplicating fee, by writing to the
Commission. Please call the Commission at 1-800-SEC-0330 for further information
on the operation of the Commission's public reference rooms. The Company's
filings with the Commission are also available to the public from document
retrieval services and at the Commission Internet website (http://www.sec.gov).
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act")
and the rules and regulations thereunder. This Prospectus is a part of the
Registration Statement. As permitted by the Securities Act, this Prospectus does
not contain all of the information you can find in the Registration Statement.
The Registration Statement is available for inspection and copying as set forth
above.
The Commission allows the Company to "incorporate by reference" into
this Prospectus, which means that the Company can disclose important information
to you by referring you to another document filed separately with the
Commission. The information incorporated by reference is considered to be part
of this Prospectus, except for any information superseded by information
contained in later-filed documents incorporated by reference in this Prospectus.
The Company incorporates by reference the documents filed by it with the
Commission listed below and any future filings made by it with the Commission
prior to the termination of the offering made hereby under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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Company Filings (File No. 0-14815) Period/Date
- ------------------------------------------------------------ -------------------
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarters ended March 31,1998;
June 30, 1998 and
September 30, 1998
Current Reports on Form 8-K Filed on January 27 and
April 28, 1998
You may request a copy of these filings, at no cost, by writing or
telephoning the Company at the following address:
Progress Financial Corporation
Four Sentry Parkway, Suite 230
Blue Bell, Pennsylvania 19422-0764
Attention: Michael B. High
(610) 825-8800
You should rely only on the information contained or incorporated by
reference in this Prospectus. The Company has not authorized anyone else to
provide you with information that is different from that which is contained in
this Prospectus. Moreover, no offer of the Common Stock is being made in any
state where the offer is not permitted. The information contained in this
Prospectus speaks only as of its date unless the information specifically
indicates that another date applies.
RISK FACTORS
Prospective investors should consider carefully the following factors
in addition to the other information included or incorporated by reference in
this Prospectus before making an investment in the Common Stock. Certain
statements contained or incorporated by reference herein are not based on
historical facts and are "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. These
forward-looking statements, which are based on various assumptions (some of
which are beyond the Company's control), may be identified by reference to a
future period(s) or by the use of forward-looking terminology, such as
"anticipate," "believe," "commitment," "consider," "continue," "could,"
"encourage," "estimate," "expect," "intend," "may," "plan," "present,"
"propose," "prospect," "will," future or conditional verb tenses, similar terms,
variations on such terms or negatives of such terms. Although the Company
believes that the anticipated results or other expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give no
assurance that those results or expectations will be attained. Actual results
could differ materially from those indicated in such statements due to risks,
uncertainties and changes with respect to a variety of factors, including, but
not limited to, those described below and other factors generally affecting the
banking industry. Some, but not all, of these risks are summarized below as well
as in the Company's reports and filings with the Commission, including its
periodic reports under the Exchange Act. The Company does not undertake, and
specifically disclaims any obligation, to publicly release the results of any
revisions which may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances after the
date of such statements.
Risks Related to Increased Emphasis on Commercial Business, Construction,
Commercial Real Estate and Consumer Lending and Lease Financing
Since 1996, the Company has increased its emphasis on commercial
business, residential construction, commercial real estate (primarily
multi-family residential), consumer lending and lease financing. Commercial
business and commercial real estate lending entails different and significant
risks when compared to single-family residential lending because such loans
often involve large loan balances to single borrowers and because the payment
experience on such loans is typically dependent on the successful operation of
the project or the borrower's business. Commercial real estate lending can also
be significantly affected by supply and demand conditions in the local market
for apartments, offices, warehouses or other commercial space. Construction
financing is generally considered to involve a higher degree of risk of loss
than long-term financing on improved, owner-occupied real estate. Risk of loss
on a construction loan is dependent largely upon the accuracy of the initial
estimate of the property's value at completion of construction or development
and the estimated cost (including interest) of construction. During the
construction phase, a number of factors could result in delays and cost
overruns. If the estimate of value proves to be inaccurate, the Company may be
confronted, at or prior to the maturity of the loan, with a project, when
completed, having a value which is insufficient to assure full repayment.
Consumer lending is also generally considered to involve additional credit risk
than traditional mortgage lending because of the type and nature of the
collateral and, in certain cases, the absence of collateral. Lease financing is
also considered to involve a higher degree of credit risk than single-family
residential lending due primarily to the relatively rapid depreciation of assets
securing leases such as equipment, phone systems, computers, automobiles and
furniture. In addition, the Company is subject to increased risk of loss on the
disposition of the residual value of the equipment underlying its leases. For
many of the Company's leases the Company retains the residual value of the
leased property upon expiration of the lease. In the event that the residual
value is less than provided for in the lease, the Company may have a loss
related to the disposition of such property. However, because residual values on
the Company's leases generally have not been materially below the equipment
value at lease-end and a majority of the Company's leases are bought out or
extended at the end of their terms, the Company has not experienced any material
losses in this area to date.
A portion of the Company's growth in its business activities is due to
the acquisition and formation of several companies over the last several years
including the Equipment Leasing Company, PAM Financial Corporation, Procall
Teleservices Progress Realty Advisors, Inc., Progress Financial Resources, Inc.
and Primary Capital Corp. The Company plans to continue to add to the variety of
its business lines through both the strategic hiring of talented individuals and
the acquisition of whole businesses. The success of past and future acquisitions
will depend on a variety of factors, including the ability of the Company to
integrate such businesses into its current operations, its ability to control
incremental expenses from such acquisitions, its ability to evaluate the assets
generated by such business for purposes of asset/liability management and credit
quality and its ability to retain the personnel to operate such lines of
business. Although the Company believes based on past experience that it will be
able to manage its growth from acquisitions effectively, there can be no
assurance that the Company will be able to achieve results in the future similar
to those achieved by its existing operations. In addition, because the Company
has only recently expanded to commercial lending lines of business, particularly
in the areas of equipment lease financing and lending to the technology sector,
the historical performance of the Company's loan portfolio should not be viewed
as an indication of future trends in the Company's current loan portfolio.
High Risks Related to Increased Emphasis on Lending to the Technology Sector
The Bank's specialty lending division provides customized financial
services to Mid-Atlantic Region-based companies , primarily in the technology,
healthcare and insurance industries. The specialty lending division focuses on
lending to companies within the technology sector. While the Company seeks
relationships with companies that have already received initial venture capital
and have reported annual revenues of at least $1.0 million, many of these
companies are still in the initial phase of operations and have limited
operating histories. Accordingly, because these companies do not have a history
of profitable operations and because there is no assurance that such companies
will be successful in the long term, such lending involves a higher degree of
risk than residential or traditional commercial business lending. However, the
Company attempts to minimize its risk by primarily emphasizing depository
relationships with such companies in their initial start-up phase. The initial
lending relationship by the Bank requires a pledge of deposits or qualifying
accounts receivable as collateral for the loan. The Bank generally will not make
unsecured loans to such companies and intends to limit the aggregate amount of
loans to companies in the technology sector to 15% of the Company's total loans
outstanding. In addition, the Company has also committed to invest up to $3.3
million in Progress Capital Fund, L.P., a $9.1 million fund managed by a
subsidiary of the Company, which commenced operations in late 1997 and provides
subordinated debt financing to early-stage Mid-Atlantic based technology
companies. Because of the start-up and speculative nature of the companies that
the fund targets, such investment involves a higher degree of risk than
traditional equity investments.
Dependence of the Company on Key Personnel
W. Kirk Wycoff, President and Chief Executive Officer of the Company,
maintains a significant role in the development and management of the Company's
business. In addition, the Company has assembled senior management personnel
primarily with commercial banking experience to run the Company's separate
business operations, including Robert J. Bifolco, Senior Vice President of
Commercial Banking, Steven Hobman, Senior Vice President for Specialized
Lending, Eric J. Morgan, Senior Vice President for Credit and Administration,
Richard T. Powers, Senior Vice President and Chief Operations Officer, Michael
B. High, Senior Vice President and Chief Financial Officer and Donald M. DeMaio,
Senior Vice President of Retail Division as well as H. Wayne Griest, Chairman
and Chief Executive Officer of Progress Realty Advisors, Inc., the Company's
mortgage banking subsidiary, and George R. Mark, Executive Vice President of the
Company, whose responsibilities include oversight of equipment leasing,
telemarketing, insurance and financial planning services, and development of new
business services. While the Company and Mr. Wycoff have entered into an
employment agreement, the Company does not have employment agreements with its
other executive officers. However, certain officers have entered into
Termination and Change of Control Agreements with the Company and have been
granted stock options to purchase Common Stock of the Company. The loss of
services of Mr. Wycoff or other senior executives could have an adverse effect
on the Company.
Risks Related to Failure to Qualify as a Qualified Thrift Lender
The Company, as a unitary thrift holding company, and the Bank, as a
federally chartered savings bank, are subject to extensive governmental
supervision and regulation, which is intended primarily for the protection of
depositors. In addition, the Company and the Bank are subject to changes in
federal and state law, as well as changes in regulations, governmental policies
and accounting principles. The effects of any such potential changes cannot be
accurately predicted at this time but could adversely affect the business and
operations of the Company and the Bank.
All federal savings banks are subject to the qualified thrift lender
("QTL") test that requires at least 65% of a savings association's portfolio
assets to be qualified thrift investments ("QTI"). QTI generally have included
an unlimited amount of housing-related loans and investments. In 1996,
legislation was enacted expanding the types of investments qualifying as QTI to
include, without limitation as to amount, loans for education purposes, loans to
small businesses and loans made through credit cards or credit card accounts.
These amendments to the QTL test allow the Bank to pursue its strategy of
providing a full range of banking services and emphasizing commercial lending
while continuing to comply with the QTL test.
In the event that the Bank fails to comply with the QTL test due to its
increased emphasis on commercial lending, or any other reason, the Bank could be
required to convert to a bank charter and the Company could be required to
register as a bank holding company. Under the Home Owners Loan Act, as amended
("HOLA"), a federal savings bank that does not meet the QTL test must either
convert to a bank charter or comply with the following restrictions on its
operations: (i) the association may not engage in any new activity or make any
new investment, directly or indirectly, unless such activity or investment is
permissible for a national bank; (ii) the branching powers of the association
shall be restricted to those of a national bank; (iii) the association shall not
be eligible to obtain any new advances from its FHLB; and (iv) payment of
dividends by the association shall be subject to the rules regarding payment of
dividends by a national bank. Upon the expiration of three years from the date
the association ceases to be a QTL, it must cease any activity and not retain
any investment not permissible for a national bank and immediately repay any
outstanding FHLB advances (subject to safety and soundness considerations). In
addition, the HOLA would require the Company to register as a bank holding
company within one year of the failure of the QTL test by the Bank. Under such
circumstances or if the Bank were to convert to a bank charter, the Company
would become subject to all of the provisions of the Bank Holding Company Act of
1956, as amended, and other statutes applicable to bank holding companies, in
the same manner and to the same extent as if the Company were a bank holding
company. As a bank holding company, the Company would be subject to restrictions
on its activities as well as restrictions on the activities of its non-bank
subsidiaries. In such case the Company would be also be required to maintain
certain minimum capital requirements. The Company does not believe that the Bank
will not be able to satisfy the QTL test or that it will be required to register
as a bank holding company in the foreseeable future. However, in the event that
the Company were required to register as a bank holding company, it does not
believe that the activities restrictions or the applicable capital requirements
would have a material effect on its business and operations.
Potential Adverse Effects of Changes in Interest Rates and the Current Interest
Rate Environment
The operations of the Company are substantially dependent on its net
interest income, which consists of the difference between the interest income
earned on its interest-earning assets and the interest expense paid on its
interest-bearing liabilities. Like most financial institutions, the Company's
earnings are affected by changes in market interest rates and other economic
factors beyond its control. If an institution's interest earning assets have
shorter effective maturities than its interest bearing liabilities, the yield on
the institution's interest earning assets generally will adjust more rapidly
than the cost of its interest bearing liabilities and as a result, the
institution's net interest income generally would be adversely affected by
material and prolonged decreases in interest rates and positively affected by
comparable increases in interest rates.
In addition to affecting interest income and expense, changes in
interest rates also can affect the market value of the Company's
interest-earning assets, which are comprised of fixed and adjustable-rate
instruments. Generally, the market value of fixed-rate instruments fluctuates
inversely with changes in interest rates. At December 31, 1998, the Company had
$12.4 million of investment securities which were classified as held to maturity
in accordance with the terms of Statement of Financial Accounting Standards No.
115 ("SFAS No. 115"). Such designation effectively restricts the Company's
ability to sell such assets in order to meet its liquidity needs or in response
to increases in interest rates. Generally, the reclassification and sale of any
of such assets could result in the remainder of the Company's portfolio of
investment and mortgage-backed securities classified as held to maturity being
reclassified as available for sale. Pursuant to SFAS No. 115, securities
classified as available for sale must be reported at fair value, with unrealized
gains or losses being reported as a component of comprehensive income. The
Company's investment and mortgage-backed securities (including securities
classified as available for sale) had an aggregate carrying value and market
value of $176.8 million and $176.9 million, respectively, at December 31, 1998.
Changes in interest rates also can affect the average life of loans and
mortgage-related securities. Decreases in interest rates generally result in
increased prepayments of loans and mortgage-backed securities, as borrowers
refinance to reduce borrowing costs. Under these circumstances, the Company is
subject to reinvestment risk to the extent that it is not able to reinvest such
prepayments at rates which are comparable to the rates on the maturing loans or
securities. A significant increase in the level of interest rates may also have
an adverse effect on the ability of certain of the Company's borrowers with
adjustable-rate loans to repay their loans.
Failure of Computer Systems to Reorganize the Year 2000 Could Adversely Affect
the Company's Operations
The Year 2000 issue concerns the potential impact of historic
computer software code that utilizes only two digits to represent the calendar
year (i.e. "98" for "1998"). Software so developed, and not corrected, could
produce inaccurate or unpredictable results commencing upon January 1, 2000,
when current and future dates present a lower two digit number than dates from
the prior century. The Company, similar to most financial service providers, is
significantly subject to the potential impact of the Year 2000 issue due to the
nature of financial information. Potential impacts to the Company may arise from
software, computer hardware, and other equipment both within the Company's
direct control and outside of the Company's ownership, yet with which the
Company electronically or operationally interfaces. Financial institution
regulators have intensively focused upon Year 2000 exposures, issuing guidance
concerning the responsibilities of senior management and directors. Year 2000
testing and certification is being addressed as a key safety and soundness issue
in conjunction with regulatory exams. In order to address the Year 2000 issue,
the Company has developed and implemented a five-phase plan divided into the
following major components: 1) awareness; 2) assessment; 3) renovation; 4)
validation; and 5) implementation. The Company has divided these phases into the
following three categories: 1) internal; 2) vendors; and 3) customers. The
company has completed the first three phases for all three categories. Because
the Company outsources its data processing and item processing operations, a
significant component of the Year 2000 plan is to work with external vendors to
test and certify their systems as Year 2000 compliant. Based on conversations
with critical vendors the completion of phase four is anticipated by the end of
the first quarter of 1999. The Company has established a Year 2000 committee
which meets bi-weekly and reports at least quarterly to the Board of Directors
on the progress toward achieving and certifying Year 2000 compliance. The
Company's current plan is to complete the Year 2000 project by June 30, 1999.
Final validation testing with the Company's primary data processor is scheduled
for the first quarter of 1999. The Company has no internally generated
programmed software coding to correct, as all of the software utilized by the
Company is purchased or licensed form external providers. The Company has
determined that it has little or no exposure to contingencies related to Year
2000 issues for products it has sold. The Company has initiated formal
communications with all of its significant suppliers and customers to determine
the extent to which the Company is vulnerable to those third parties' failure to
remediate their own Year 2000 issues. The Company is requesting that third party
vendors represent their products and services to be Year 2000 compliant and that
they have a program to test for that compliance. The response of certain third
parties, however, is beyond the control of the Company. To the extent that
adequate responses have not been received, the Company is prepared to develop
contingency plans, with the completion of those plans scheduled no later than
March 31, 1999. At this time the Company cannot estimate the additional cost, if
any, that might develop from such contingency plans. The Company's total Year
2000 estimated project cost, which is based upon currently available
information, includes expenses for the review and testing related to third
parties, including government entities. However, there can be no guarantee that
the hardware, software, and systems of such third parties will be without
unfavorable Year 2000 impact and therefore present a material adverse impact
upon the Company. Year 2000 compliance costs incurred during fiscal 1998 have
totaled approximately $56,000, the majority of which is related to software
upgrades for ATM's and telephone systems. The Company anticipates spending
approximately $270,000 in fiscal 1999 in conjunction with changes to and testing
of technological aspects of its delivery structure. These costs are exclusive of
internal costs related with non-dedicated personnel which are not tracked
separately. At this time no significant projects have been delayed as a result
of the Company's Year 2000 effort. Despite the Company's activities with regard
to the Year 2000 issue, there can be no assurance that partial or total systems
interruptions or the costs necessary to update hardware and software would not
have a material adverse effect upon the Company's business, financial condition,
results of operations, and business prospects.
Competition Within the Bank's Market Area
Competition in the banking and financial services industry is intense.
In its market area, the Company competes with commercial banks, savings
institutions, mortgage brokerage firms, credit unions, finance companies, mutual
funds, insurance companies, and brokerage and investment banking firms operating
locally and elsewhere. Many of these competitors have substantially greater
resources and lending limits than the Company and may offer certain services
that the Company does not or cannot provide. The profitability of the Company
depends upon its continued ability to successfully compete in its market area.
However, in order to maintain its competitive position, the Company may be
required to reduce rates charged on its various lending products while
maintaining its rate paid on its deposit liabilities (its principal source of
funds), which could result in a reduction in the Company's interest rate spread
and interest rate margin and which would adversely affect its profitability.
No Assurance the Company Will Continue to Pay Cash Dividends
The Company suspended dividend payments on the Common Stock after the
second quarter of 1990 in order to conserve its capital resources in light of
operating losses and the inability of the Bank to meet its risk-based capital
requirement at the time. However, due to an improvement in the Company's results
of operations and net proceeds from the Company's stock offering in 1996, the
Company initiated a quarterly cash dividend policy of $.02 per share beginning
with the third quarter of 1996, which was increased to $.03 per share in the
third quarter of 1997 and $.04 per share in the third quarter of 1998. Dividends
are subject to determination and declaration by the Board of Directors in its
discretion, which will take into account the Company's consolidated financial
condition and results of operations, tax considerations, industry standards,
economic conditions, statutory and regulatory restrictions, general economic
conditions and other factors. There can be no assurance that dividends will not
be reduced or eliminated in future periods. The Company's ability to pay
dividends on the Common Stock depends on its receipt of dividends from the Bank.
Anti-takeover Provisions Could Discourage Takeover Attempts
Certain provisions of the Company's Certificate of Incorporation and
Bylaws and the Delaware General Corporation Law as well as a shareholder rights
plan adopted by the Company, could have the effect of discouraging
non-negotiated takeover attempts which certain stockholders might deem to be in
their interest and making it more difficult for stockholders of the Company to
remove members of its Board of Directors and management. In addition, various
federal laws and regulations could affect the ability of a person, firm or
entity to acquire the Company or shares of its Common Stock.
THE COMPANY
Progress Financial Corporation (the "Company") is a Delaware
corporation headquartered in Blue Bell, Pennsylvania. The Company is a unitary
thrift holding company and the sole stockholder of Progress Bank (the "Bank"), a
federally-chartered savings bank, which has been engaged in the thrift business
since 1878. The Bank conducts its business through eight banking offices located
in Montgomery County, one banking office in Delaware County, one banking office
in Chester County and one banking office in the Andorra section of Philadelphia,
in southeastern Pennsylvania. Unless the context otherwise requires, references
herein to the Company include the Bank. At December 31, 1998, the Company had
total consolidated assets of $647.4 million, total consolidated liabilities of
$590.8 million, including total consolidated deposits of $406.5 million,
corporation-obligated mandatorily redeemable capital securities of subsidiary
trust holding solely junior subordinated debentures of the Company of $15.0
million and total consolidated stockholders' equity of $41.6 million.
The Company's current business strategy is to operate as a profitable,
diversified financial institution providing a full range of banking services
with an emphasis on commercial real estate and commercial business loans to
small and medium size businesses, as well as residential construction and
consumer lending, funded primarily by customer deposits. As a complement to this
core business, the Company has expanded its business activities to include:
equipment leasing; insurance and financial planning; commercial mortgage
banking; asset management, managing a fund which provides subordinated debt
financing primarily to technology companies in the Mid-Atlantic region; and
communications and telemarketing, which provide a steady source of fee income.
As a result of increased acquisitions of small to medium-sized financial
institutions by large bank holding companies in southeastern Pennsylvania, the
Company believes that there is a significant market opportunity for the Bank to
provide a full range of commercial banking services to small to middle-market
commercial customers seeking personalized service that is generally unavailable
to such customers at larger regional and national institutions.
Historically, the principal business of the Company consisted of
attracting deposits from the general public through its branch office network
and using such deposits to originate loans secured by first mortgage liens on
existing single-family residential real estate and existing multi-family
residential and commercial real estate as well to originate construction loans
(which included land acquisition and development loans). Prior to 1995, such
lending activities comprised, in the aggregate, at least 80% of the Company's
total loan originations. Beginning in 1995, the Company started to change its
focus and to modify its operations to become more like a commercial bank. The
Company's emphasis shifted to commercial business, commercial real estate and
construction lending and equipment leasing, with a focus on providing such
banking services to small to medium-sized businesses, including companies in the
technology sector. The Company's shift in focus to providing a full range of
commercial banking services also coincided with the recent acquisitions of small
to medium-sized banking institutions by larger bank holding companies and the
consolidation in the banking industry which has limited the number of lenders
available to small commercial borrowers. Since 1995, the Company has not
emphasized residential lending and has only originated a limited amount of
single-family residential mortgage loans.
The Company also invests in mortgage-backed securities, including
securities which are insured or guaranteed by the U.S. Government and agencies
thereof, and other similar investments permitted by applicable laws and
regulations. In addition, the Bank is involved in real estate development and
related activities, through its subsidiaries, primarily to facilitate the
completion and sale of certain property held as real estate owned.
The principal sources of funds for the Company's activities are
deposits, amortization and repayment of loans, proceeds from sales of assets
classified as available for sale, net savings inflows and advances from the
Federal Home Loan Bank ("FHLB") of Pittsburgh. The Company's principal sources
of revenues are interest and other payments on loans, including origination and
servicing fees, interest on investments and mortgage-backed securities, service
charges on deposits, gains (losses) from mortgage banking activities and from
the sale of loans and mortgage-backed securities classified as available for
sale and other fee income. Its principal expenses are interest paid on deposits,
advances from the FHLB of Pittsburgh and other borrowings, provisions for
possible loan and lease losses and real estate owned, personnel, occupancy and
equipment, and other administrative expenses.
The Company, as a registered thrift holding company, is subject to
examination and regulation by the Office of Thrift Supervision ("OTS") and is
subject to various reporting and other requirements of the Commission. The Bank,
as a federally chartered savings bank, is subject to comprehensive regulation
and examination by the OTS, as its chartering authority and primary regulator,
and by the Federal Deposit Insurance Corporation ("FDIC"), which administers the
Savings Association Insurance Fund ("SAIF"), which insures the Bank's deposits
to the maximum extent permitted by law.
The Bank is a member of the FHLB of Pittsburgh, which is one of the 12
regional banks which comprise the FHLB System. The Bank is further subject to
regulations of the Board of Governors of the Federal Reserve System ("Federal
Reserve Board") governing reserves required to be maintained against deposits
and certain other matters.
The Company's principal executive offices are located at Four Sentry
Parkway, Suite 230, Blue Bell, Pennsylvania 19422-0764, and its telephone number
is (610) 825-8800.
USE OF PROCEEDS
The Company will not receive any of the proceeds from sales of Offered
Stock. See "Selling Stockholders" for a list of those persons who will receive
the proceeds from such sales.
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale by certain of the Selling
Stockholders of the Common Stock issued to them in connection with the Company's
acquisition of the Primary Capital Corp. The Selling Stockholders received an
aggregate of 54,003 shares of Common Stock pursuant to this acquisition. The
Company has agreed that it will cause to be registered under the Securities Act
the resale of all of such Common Stock received by the Selling Stockholders.
The table below sets forth each Selling Stockholder's name, the maximum
number of shares of Common Stock offered hereby by such Selling Stockholder and
the number of shares of Common Stock to be held by such Selling Stockholder
after the Offering.
- ------------------------- ------------------------- ---------------------
Maximum Number of Number of Shares
Shares to be Owned After
Name Sold in the Offering the Offering(1)
Christopher L. Campbell 26,461 0
Michael A. Basile, Jr. 27,542 0
- ------------------------- ------------------------- ---------------------
(1) Because the Selling Stockholders may sell all, some or none of the Offered
Stock, there can be no assurance as to the number of shares of Offered Stock
which will be held by each Selling Stockholder upon completion of the Offering.
Even if no shares of Offered Stock are sold, however, no Selling Stockholder
would hold one percent or more of the outstanding Common Stock upon completion
of the Offering (based on the total number of shares of Common Stock held by the
Selling Stockholders as of the date hereof).
DESCRIPTION OF CAPITAL STOCK
The Company is currently authorized to issue up to 12,000,000 shares of
Common Stock, par value $1.00 per share, and 1,000,000 shares of Preferred
Stock, par value $.01 per share. At December 31, 1998, the Company had 5,263,000
shares of Common Stock issued and outstanding and no shares of Preferred Stock
issued or outstanding. The capital stock of the Company does not represent or
constitute a savings account or deposit of the Company or the Bank and is not
insured by the FDIC or any other governmental agency.
Common Stock
General. Each share of Common Stock has the same relative rights and is
identical in all respects with each other share of Common Stock. The Common
Stock is not subject to call for redemption and, upon receipt by the Company of
the full purchase price therefor, each share of Common Stock offered hereby will
be fully paid and non-assessable.
Voting Rights. Except as provided in any resolution or resolutions
adopted by the Board of Directors establishing any series of Preferred Stock,
the holders of Common Stock possess exclusive voting rights in the Company. Each
holder of Common Stock is entitled to one vote for each share held on all
matters voted upon by stockholders. Stockholders are not permitted to cumulate
votes in elections of directors.
Dividends. The holders of the Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors of the
Company out of funds legally available therefor.
Pre-emptive Rights. Holders of the Common Stock do not have any
pre-emptive rights with respect to any shares which may be issued by the Company
in the future; the Company, therefore, may sell shares of Common Stock without
first offering them to its then-existing stockholders.
Liquidation. In the event of any liquidation, dissolution or winding up
of the Company, the holders of the Common Stock would be entitled to receive,
after payment of all debts and liabilities of the Company, all assets of the
Company available for distribution, subject to the rights of the holders of any
Preferred Stock which may be issued with a priority in liquidation or
dissolution over the holders of the Common Stock.
Preferred Stock
The Board of Directors of the Company is authorized to issue Preferred
Stock and to fix and state voting powers, designations, preferences or other
special rights of such shares and the qualifications, limitations and
restrictions thereof. The Preferred Stock may be issued in distinctly designated
series, may be convertible into Common Stock and may rank prior to the Common
Stock as to dividend rights, liquidation preferences, or both.
The authorized but unissued shares of Preferred Stock (as well as the
authorized but unissued and unreserved shares of Common Stock) are available for
issuance in future mergers or acquisitions, in a future public offering or
private placement or for other general corporate purposes. Except as otherwise
required to approve the transaction in which the additional authorized shares of
Preferred Stock would be issued, stockholder approval generally would not be
required for the issuance of these shares. Depending on the circumstances,
however, stockholder approval may be required pursuant to the requirements for
continued listing of the Common Stock on the Nasdaq National Market System or
the requirements of any exchange on which the Common Stock may then be listed.
Warrants to Purchase Common Stock
As of December 31, 1998, the Company had warrants to purchase 303,183
shares of Common Stock ("Warrants") outstanding (as adjusted for subsequent
stock dividends). The following is a summary of the material provisions of the
Warrants. The Warrants are not savings accounts or deposits of the Company or
the Bank and are not insured by the FDIC or any other governmental agency.
The Company issued 12 units consisting of subordinated debt and
Warrants in a private placement on June 30, 1994, with each unit consisting of
$250,000 of subordinated debt and Warrants to purchase 27,562 shares of Common
Stock (as adjusted for subsequent stock dividends). Because fractional units
were issued, there are currently twelve holders of the Warrants. Four of the
directors and executive officers of the Company own 82,686 Warrants. The
remaining 220,497 Warrants are held by eight individuals or entities.
Each Warrant entitles the holder thereof to purchase one share of the
Common Stock at an exercise price (the "Exercise Price") of $5. 44 (as adjusted
for subsequent stock dividends). The Warrants may be exercised, in whole or in
part, until 5:00 p.m., Eastern Time, on June 30, 1999.
The Exercise Price is subject to adjustment upon the occurrence of
certain events, including the issuance of Common Stock as a dividend or
distribution on the Common Stock and subdivisions, combinations and certain
reclassifications of Common Stock. No adjustment in the Exercise Price will be
required unless such adjustment would require a change of at least 1% of the
Exercise Price then in effect; provided, however, that any adjustment that would
otherwise be required to be made shall be carried forward and taken into account
in any subsequent adjustment.
The Warrants do not confer upon the holders thereof any of the rights
or privileges of a stockholder. Accordingly, the Warrants do not entitle holders
thereof to receive any dividends, to vote, to call meetings or to receive any
distribution upon a liquidation of the Company. The Company has authorized and
reserved for issuance a number of shares of Common Stock sufficient to provide
for the exercise of the rights represented by the Warrants. Shares issued upon
exercise of the Warrants will be fully paid and non-assessable. Warrants not
exercised prior to 5:00 p.m., Eastern Time, on June 30, 1999 shall become null
and void.
The Company has filed a registration statement with the Commission with
respect to the shares of Common Stock underlying the Warrants and has agreed to
use its best efforts to maintain the effectiveness of such registration
statement until the earlier to occur of the exercise of all the Warrants or June
30, 1999. In the event that the Company plans to repurchase or bid for shares of
Common Stock, whether on the open market or otherwise, the Company may request
that holders of Warrants that have not previously been sold, if any, suspend or
postpone the distribution thereof for a period of 45 days or more; provided,
however, the aggregate amount of days during which the Company can delay the
offering or distribution of the Warrants shall not exceed 90 days during any 12
month period.
Preferred Stock Purchase Rights
In April 1990, the Company's Board of Directors declared a dividend
distribution of one preferred stock purchase right ("Right") for each
outstanding share of Common Stock (including subsequently issued shares such as
those proposed to be issued in connection with the Offering). Each Right
entitles each registered holder, upon the occurrence of certain events, to
purchase from the Company a unit consisting of one one-hundredth of a share (a
"Rights Unit") of Series A Junior Participating Preferred Stock, par value $.01
per share, at a purchase price of $40.00 per Rights Unit (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and American
Stock Transfer and Trust Company, as Rights Agent.
The Rights will separate from the Common Stock and be distributed on a
date ("Distribution Date") which will occur upon the earlier of (i) ten business
days following a public announcement that a person or group of affiliated or
associated persons, other than employee benefit plans of the Company (an
"Acquiring Person"), has acquired beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten
business days (or such later date as may be determined by action of the Board of
Directors of the Company prior to such time as any person becomes an Acquiring
Person) following the commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning 20% or more of such
outstanding shares of Common Stock.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued after the Rights
were declared, including shares to be issued in the Offering, will contain a
notation incorporating by reference the Rights Agreement and (iii) the surrender
for transfer of any certificate for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable after the Distribution
Date, separate certificates representing the Rights (the "Rights Certificates")
will be mailed to the holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. The Rights will not be exercisable
until the Distribution Date and will cease to be exercisable at the close of
business on May 11, 2000, unless the Rights are earlier redeemed by the Company
as described below.
Unless the Rights are redeemed earlier pursuant to the Rights
Agreement, in the event that, at any time following the Stock Acquisition Date,
(i) the Company is involved in a merger or other business combination in which
the Company is not the surviving corporation or in which the Common Stock of the
Company is changed into or exchanged for other securities of any other person or
cash or any other property, or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right shall thereafter
have the right to receive, upon exercise and payment of the Purchase Price,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. In addition, unless the Rights are redeemed
pursuant to the Rights Agreement, in the event that any person or group of
affiliated or associated persons becomes an Acquiring Person, the Rights
Agreement provides that proper provision shall be made so that each holder of a
Right will thereafter have the right to receive, upon exercise and payment of
the Purchase Price, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph are referred
to in the Rights Agreement as a "Triggering Event." Following the occurrence of
a Triggering Event, any Rights that are, or (under certain circumstances) were,
beneficially owned by any Acquiring Person shall immediately become null and
void.
At any time after a person becomes an Acquiring Person, the Company may
exchange all or part of the Rights (other than Rights which previously have been
voided as set forth above) for shares of Common Stock (an "Exchange") at an
exchange ratio of one share per Right, as such may be appropriately adjusted to
reflect any stock split or similar transaction.
In general, the Company may redeem the Rights in whole, but not in
part, at any time until ten days following the Stock Acquisition Date, at a
price of $.01 per Right ("Redemption Price"). Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price. Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a stockholder of the Company, including the right to vote
or to receive dividends.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred Stock will be
entitled to a preferential liquidation payment equal to the greater of $100 per
share or an aggregate payment of 100 times the payment made per share of Common
Stock. Each share of Preferred Stock will have 100 votes, voting together with
the Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount received per
share of Common Stock.
The Rights may have certain antitakeover effects. The Rights would
cause substantial dilution to a person or group that acquires 20% or more of the
outstanding shares of Common Stock of the Company if a Triggering Event
thereafter occurs without the Rights having been redeemed or in the event of an
Exchange. However, the Rights should not interfere with any merger or other
business combination approved by the Board of Directors because the Rights are
redeemable under certain circumstances.
Transfer Agent
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company, New York, New York.
PLAN OF DISTRIBUTION
Each of the Selling Stockholders may sell his, her or its shares of
Offered Stock directly or through broker-dealers who may act solely as agents,
or who may acquire shares as principals. The distribution of the shares of
Offered Stock may be effected in one or more transactions that may take place on
the Nasdaq Stock Market, including block trades or ordinary broker's
transactions, or through privately-negotiated transactions, or in accordance
with Rule 144 under the Securities Act (or any other applicable exemption from
registration under the Securities Act), through a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or negotiated brokerage fees or commissions may be paid by the Selling
Stockholders in connection with such sales. Sales of the Offered Stock may be
effected to cover previous short sales of Common Stock.
The Selling Stockholders may affect transactions by selling the Offered
Stock directly or through broker-dealers acting either as principal or as agent,
and such broker-dealers may receive compensation in the form of usual and
customary or negotiated discounts, concessions or commissions from the Selling
Stockholders.
The aggregate proceeds to the Selling Stockholders from the sale of the
Offered Stock will be the purchase price of the Offered Stock sold less the
aggregate agents' commissions, if any, and other expenses of issuance and
distribution not borne by the Company. The Selling Stockholders and any dealers
or agents that participate in the distribution of the Offered Stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Offered Stock by them and any commissions received by
any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
Each Selling Stockholder and any other person participating in a
distribution of the Offered Stock will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including without
limitation Regulation M and Rules 101 through 105 thereunder. Regulation M
governs the activities of persons participating in a distribution of securities
and, consequently, may restrict certain activities of, and limit the timing of
purchases and sales of Offered Stock by, Selling Stockholders and other persons
participating in a distribution of Offered Stock. Furthermore, under Regulation
M, persons engaged in a distribution of securities are prohibited from
simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distribution, subject to exceptions or exemptions. All of
the foregoing may affect the marketability of the securities offered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock being offering hereby will
be passed upon for the Company by the law firm of Elias, Matz, Tiernan & Herrick
L.L.P., Washington, D.C.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 have been audited by PricewaterhouseCoopers LLP, independent
certified public accountants, as stated in their report, which is incorporated
herein by reference, and has been so incorporated in reliance upon the report of
such firm given upon its authority as experts in accounting and auditing.
- ------------------------------------------ --------------------------------
No dealer, salesman or any other
person has been authorized to give any
information or to make any representation
not contained in this Prospectus, and,if
given or made, such information and
representation must not be relied upon as
having been authorized by the Compoany, 54,003 SHARES
a Selling Stockholder or any other person.
This Prospectus does not constitute an
offer to sell or a solicitation of an offer
to buy any of the securities offered hereby
in any state to any person to whom it is
unlawful to make such offer in such state. PROGRESS FINANCIAL CORPORATION
Neither the delivery of this Prospectus
nor any sales made hereunder shall,
under any circumstances, create any
implication that there has been no change in
the affairs of the Company since the COMMON STOCK
date hereof.
-------------
PROSPECTUS
-------------
TABLE OF CONTENTS
Page
Where You Can Find More Information.. 1
Risk Factors......................... 3
The Company.......................... 10
Use of Proceeds...................... 12
Selling Stockholders................. 12
Description of Capital Stock........ 13 March , 1999
Plan of Distribution................. 17
Legal Matters........................ 18
Experts............................... 18
- --------------------------------------------- ---------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC registration fee $ 218
Legal fees and expenses 5,000
Accounting fees and expenses 2,000
Miscellaneous expenses 1,782
------
Total $9,000*
- -----------------
* Estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their capacity
as such. The Certificate of Incorporation and Bylaws of the Company provide that
the directors, officers, employees and agents of the Company shall be
indemnified to the full extent permitted by law. Such indemnity shall extend to
expenses, including attorney's fees, judgements, fines and amounts paid in the
settlement, prosecution or defense of the foregoing actions. Section 102(b)(7)
of the DGCL sets forth circumstances under which a director's personal liability
to a corporation or its stockholders for money damages for breach of fiduciary
duty as a director may be eliminated or limited. The Certificate of
Incorporation provides for the limitation of personal liability of directors to
stockholders for monetary damages to the Company or its stockholders for such
director's breach of fiduciary duty as a director of the Company to the full
extent permitted by law.
The Company carries a liability insurance policy for its officers and
directors.
Item 16. Exhibits and Financial Statement Schedules.
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) List of Exhibits:
Exhibit No. Exhibit Location
- ----------- ------- --------
4(a) Specimen Common Stock certificate (1)
4(b) Specimen Preferred Stock Purchase Rights Certificate (2)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. *
regarding legality of securities being registered
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. --
(contained in the opinion included as Exhibit 5)
23(b) Consent of PricewaterhouseCoopers LLP *
24 Powers of Attorney (included in the signature page to the --
initial filing of this Registration Statement)
- ---------------
* Filed hereunder.
(1) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-10160) filed with the Commission on
November 13, 1986.
(2) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form 8-A filed with the Commission on April 30, 1990.
(b) Financial Statement Schedules.
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated financial
statements or related notes.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Whitpain, Commonwealth of Pennsylvania on the 5th
of March 1999.
PROGRESS FINANCIAL CORPORATION
By: /s/ W. Kirk Wycoff
W. Kirk Wycoff
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each of the directors and/or officers of
Progress Financial Corporation whose signature appears below hereby appoints W.
Kirk Wycoff and Michael B. High, and each of them severally, as his or her
attorney-in-fact to sign in his or her name and behalf, in any and all
capacities stated below and to file with the Securities and Exchange Commission
any and all amendments, including post-effective amendments, to this
Registration Statement on Form S-3, making such changes in the Registration
Statement as appropriate, and generally to do all such things in their behalf in
their capacities as directors and/or officers to enable Progress Financial
Corporation to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission.
/s/ W. Kirk Wycoff Date: March 5, 1999
- --------------------
W. Kirk Wycoff
Chairman, President and Chief Executive
Officer (principal executive officer)
/s/ Michael B. High Date: March 5, 1999
- ---------------------
Michael B. High
Senior Vice President and Chief Financial
Officer (principal financial and accounting officer)
/s/ William O. Daggett, Jr. Date: March 5, 1999
- ----------------------------
William O. Daggett, Jr.
Director
/s/ Joseph R. Klinger Date: March 5, 1999
- ----------------------------
Joseph R. Klinger
Director
/s/ John E. F. Corson Date: March 5, 1999
- -----------------------------
John E. F. Corson
Director
/s/ Kevin J. Silverang Date: March 5, 1999
- -----------------------------
Kevin J. Silverang
Director
/s/ Paul M. LaNoce Date: March 5, 1999
- -----------------------------
Paul M. LaNoce
Director
/s/ William L. Mueller Date: March 5, 1999
- -----------------------------
William L. Mueller
Director
/s/ Charles J. Tornetta Date: March 5, 1999
- -----------------------------
Charles J. Tornetta
Director
/s/ Janet E. Paroo Date: March 5, 1999
- ------------------------------
Janet E. Paroo
Director
/s/ H. Wayne Griest Date: March 5, 1999
- ------------------------------
H. Wayne Griest
Director
- ------------------------------
A. John May, III Date: March _, 1999
Director
EXHIBIT INDEX
Exhibit No. Exhibit Location
- ----------- ------- --------
4(a) Specimen Common Stock certificate (1)
4(b) Specimen Preferred Stock Purchase Rights Certificate (2)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. *
regarding legality of securities being registered
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. --
(contained in the opinion included as Exhibit 5)
23(b) Consent of PricewaterhouseCoopers LLP *
24 Powers of Attorney (included in the signature page --
to the initial filing of this Registration Statement)
- --------------------
* Filed herewith.
(1)Exhibit is incorporated by reference tot he Registrant's Registration
Statement on Form S-8 (File No. 33-10160) filed with the Commission on
November 13, 1986.
(2)Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form 8-A filed with the Commission on April 30, 1990.
EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
March 5, 1999
Board of Directors
Progress Financial Corporation
Four Sentry Parkway
Suite 230
Blue Bell, Pennsylvania 19422-0764
Re: Registration Statement on Form S-3
54,003 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Progress Financial Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form S-3 (the "Registration
Statement") which registers 54,003 shares of the Company's common stock, $1.00
par value per share (the "Shares"), for resale by certain stockholders of the
Company who acquired the Shares pursuant to an exemption from the registration
requirements contained in Section 5 of the Securities Act. As such counsel, we
have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
legally issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Kenneth B. Tabach
Kenneth B. Tabach, a Partner
PricewaterhouseCoopers
2400 Eleven Penn Center
Philadelphia PA 19103
Telephone (215) 963 8000
Facsimile (215) 963 8700
Direct phone (410) 783-8832
Direct fax (410) 783-7612
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement of
Progress Financial Corporation on Form S-3 of our report dated January 22, 1998,
on our audits of the consolidated financial statements of Progress Financial
Corporation as of December 31, 1997, and 1996 and for each of the three years in
the period ended December 31, 1997, which report is included in the Progress
Financial Corporation's 1997 Annual Report on Form 10-K. We also consent to the
reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 5, 1999
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
March 8, 1999
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Progress Financial Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
Attached for filing on behalf of Progress Financial Corporation is a
Registration Statement on Form S-3 (the "Registration Statement") which is being
filed pursuant to the requirements of Regulation S-T. In accordance with
Regulation S-T, the required registration fee has been wire transferred to the
account of the Securities and Exchange Commission at Mellon Bank, Pittsburgh,
Pennsylvania.
Please do not hesitate to call the undersigned at the above-listed
number if there are any questions regarding the Registration Statement or if we
can be of assistance in any way.
As always, the staff's cooperation is greatly appreciated.
Sincerely yours,
/s/ Kenneth B. Tabach
Kenneth B. Tabach