PROSPECTUS Filed Pursuant to Rule 424(B)(3)
Registration No. 333-90044
1,153,330 Shares
PROGRESS FINANCIAL CORPORATION
Common Stock
This prospectus relates to the offering of up to 1,153,330
shares of common stock of Progress Financial Corporation which
may be sold from time to time by the selling shareholders
identified on pages 5 and 6. We will not receive any of the
proceeds from the sale of common stock being offered by the
selling stockholders.
The common stock is traded on the Nasdaq Stock Market's
National Market under the symbol "PFNC." On July 19, 2002, the
closing price for the common stock was $8.71 per share.
See "Risk Factors" beginning on page 2 for a discussion of
certain factors that should be considered carefully by
prospective investors in the common stock.
_______________
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.
_______________
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 July 22, 2002
TABLE OF CONTENTS
Page
About this Prospectus.........................................1
Risk Factors..................................................2
Progress Financial Corporation................................4
Use of Proceeds...............................................5
Selling Shareholders..........................................5
Description of Capital Stock..................................7
Restrictions on Acquisitions of the Company...................8
Plan of Distribution..........................................8
Legal Matters.................................................9
Experts.......................................................9
Where You Can Find More Information...........................9
Cautionary Statement About Forward Looking Statements........10
ABOUT THIS PROSPECTUS
In this prospectus, "Progress," "us," "we" and "our" refer
to Progress Financial Corporation and its consolidated
subsidiaries unless otherwise stated or the context otherwise
requires.
You should rely only on the information or representations
provided in this prospectus. We have authorized no one to
provide you with different information. You should not assume
that the information in this prospectus is accurate as of any
date other than the date on the front of this document.
The shares offered by this prospectus have not been
registered under the securities laws of any state or other
jurisdiction as of the date of this prospectus. We are not
making an offer of these securities in any jurisdiction where the
offer is not permitted. Brokers or dealers should confirm the
existence of an exemption from registration or effectuate such
registration in connection with any offer and sale of the shares.
You should read this prospectus together with the additional
information described under the heading "Where You Can Find More
Information" on page 9 of this prospectus.
1
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.
We are operating under a written directive issued by the Office
of Thrift Supervision and we could be subject to additional
actions if we fail to comply with its terms.
During July 2001, our board of directors approved a
resolution to comply with the terms of a directive issued by the
Office of Thrift Supervision that requires Progress Bank to (i)
reduce its lending to early stage technology companies; (ii)
increase its leverage capital ratio to no less than 8.0% and its
total risk-basked capital ratio to no less than 14.0% by April 1,
2002 through gradual compliance; and (iii) increase its valuation
allowance and implement improved credit review and monitoring
programs. The increased capital levels reflect Progress Bank's
level of business lending, particularly in the technology sector
and continued economic concerns. At June 30, 2002, Progress
Bank's leverage capital ratio and total risk-based capital ratio
was 8.22% and 15.20%, respectively.
On February 7, 2002, the OTS approved our revised capital
enhancement plan and agreed to extend the dates that Progress
Bank must comply with the targeted ratio of classified assets to
capital. As revised, Progress Bank's classified assets to
capital ratio must not exceed 25% on September 30, 2002 and must
not exceed 20% on March 31, 2002. At June 30, 2002, Progress
Bank's classified assets to capital ratio was approximately 32%.
Progress Bank is working aggressively to reduce the ratio and
comply with the terms of the directive; but there can be no
assurance that Progress Bank will be in compliance with these
requirements on such dates. Failure to comply with such ratios
could result in the OTS taking further action. As of June 30,
2002, Progress Bank was in compliance with the terms of the OTS
directive.
In connection with the OTS directive, we suspended our dividend
payment and there is no assurance that dividends will be
reinstated.
The terms of the OTS directive provide that we will not pay
cash dividends on our capital stock until Progress Bank achieves
the required capital levels and has implemented an acceptable
capital plan. As such, we have suspended the quarterly cash
dividend on our common stock as well as suspended our stock
repurchase program. Although we have submitted an acceptable
capital plan and Progress Bank is in compliance with the required
capital levels, there can be no assurance that the dividend will
be reinstated.
Our commercial business, construction, commercial real estate and
lease financing are riskier than traditional residential lending.
Although we recently de-emphasized lease financing, from
1996 through 2001 we emphasized the origination of commercial
business, residential construction, commercial real estate and
lease financing. These loans have different and more risk than
traditional single-family residential loans, and could result in
higher loan losses.
Commercial business loans often involve large loan balances
to single borrowers. Payments on commercial business loans
typically depend on the successful operation of the project or
the borrower's business. Commercial real estate lending can also
be affected by supply and demand conditions in the local market
for apartments, offices, warehouses and other commercial space.
Construction financing is also thought to have more risk of loss
than long-term loans on improved, owner-occupied real estate.
Whether a construction loan loses money depends largely upon the
accuracy of the initial estimate of the completed property's
value and the estimated cost of construction. During
construction, delays and cost overruns could occur for many
reasons. If the estimated value is inaccurate, we could have a
completed project with a value which is not sufficient to assure
full repayment of the loan.
Lease financing may also have more credit risk than single-
family residential lending because of the faster depreciation of
the types of assets securing leases such as equipment, phone
systems, computers, automobiles and furniture. In addition, we
have a greater risk of loss on the disposition of the residual
value of the equipment underlying its leases. For some of the
leases, we retain the residual value of the leased property upon
expiration of
2
the lease. In the event that the residual value is less than
provided for in the lease, we may lose money when we dispose
of the property.
Changes in interest rates could adversely effect our earnings.
Progress Bank's operations depend mostly on net interest
income, which is 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, our earnings are affected by changes in market
interest rates and other economic factors beyond our control. If
our interest-earning assets have shorter maturities than our
interest-bearing liabilities, our yield on interest-earning
assets generally will adjust more rapidly than the cost of our
interest-bearing liabilities. As a result, our net interest
income generally would be hurt by decreases in interest rates and
helped by increases in interest rates.
In addition to affecting interest income and expense,
changes in interest rates also can affect the market value of our
interest-earning assets. Generally, the market value of fixed-
rate instruments moves in the opposite direction of moves in
interest rates. At December 31, 2001, we had $38.2 million of
investment securities which were classified as held to maturity.
Such designation effectively prevents us from selling these
assets in order to meet our liquidity needs or in response to
increases in market interest rates. Generally, the
reclassification and sale of any of these assets could result in
the remainder of our portfolio of investment and mortgage-backed
securities classified as held to maturity being reclassified as
available for sale. 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. Our
investment and mortgage-backed securities available for sale had
an aggregate carrying value of $211.8 million and an amortized
cost of $212.8 million at December 31, 2001.
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 their loans.
Under these circumstances, we may not be able to reinvest the
funds received because of the loan prepayments at rates which are
comparable to the rates on the maturing loans or securities.
We depend on key personnel whose loss could hurt our operations.
We are currently dependent on the continued services of
certain key management personnel. W. Kirk Wycoff, President and
Chief Executive Officer of Progress, maintains a significant role
in the development and management of our business. In addition,
we have put together a senior management team primarily with
commercial banking experience, Eric J. Morgan, Senior Vice
President for Credit and Administration, and Michael B. High,
Chief Operating Officer and Chief Financial Officer. The loss
of services of Mr. Wycoff or the other senior executives could
hurt our operations.
Anti-takeover provisions could discourage takeover attempts.
Certain provisions of our certificate of incorporation and
bylaws and Delaware law as well as our shareholder rights plan,
could have the effect of discouraging takeover attempts which
certain stockholders might deem to be in their interest. These
provisions may also make it more difficult for our stockholders
to remove members of our board of directors and management. In
addition, various federal laws and regulations could affect the
ability of another person to acquire us or shares of our common
stock.
3
PROGRESS FINANCIAL CORPORATION
We are a financial services company incorporated under the
laws of the State of Delaware headquartered in Blue Bell,
Pennsylvania. We own all of the outstanding stock of Progress
Bank, a federally chartered savings bank. We are a registered
unitary thrift holding company and authorized as a Delaware
corporation to engage in any activity permitted by the Delaware
General Corporation Law and federal law and regulation. The
holding company structure permits us to expand the size and scope
of the financial services offered beyond those that the bank is
permitted to offer.
Our current business strategy is to focus on community
banking and wealth management, providing a full range of
traditional banking services including commercial business loans,
commercial real estate loans, residential construction and
consumer lending, funded primarily by customer deposits and
providing financial planning services, life insurance and
investments. Our business activities also include commercial
mortgage banking and brokerage services and financial and
operational management consulting services for commercial
clients, which provide an additional source of fee income. In
2001, we began to focus on a corporate simplification program,
which commenced in early 2000. As part of this new strategy, we
reduced the number of our businesses at the end of 2001,
including venture fund management and real estate development. In
January 2002, Progress Bank also sold its technology lending
group to Comerica Bank-California.
Progress Bank increased its retail network with the addition
of four banking offices during 2001 expanding further into Bucks
County, Pennsylvania and into the state of New Jersey. Progress
Bank has a total of twenty banking offices in the Delaware Valley
area with ten full-service banking offices located in Montgomery
County, four full-service banking offices in Bucks County, one
full-service banking office in Delaware County, two full-service
banking offices in Chester County, two full-service banking
offices in Philadelphia County, in southeastern Pennsylvania and
one full-service banking office in Lambertville, Hunterdon
County, New Jersey. In 2001, banking hours were expanded at all
banking offices to give clients increased convenience of banking.
Also, during 2001, item processing was brought in-house,
providing more management oversight, greater operational
efficiency and improved quality.
Historically, our principal business consisted of attracting
deposits from the general public through Progress Bank's banking
office network and using such deposits to originate loans secured
by first mortgage liens on existing single-family residential,
multi-family residential and commercial real estate as well as to
originate construction loans. Beginning in 1995, our emphasis
shifted to commercial business, commercial real estate,
construction lending and equipment leasing, with a focus on
providing such banking services to small- and medium-sized
businesses, including companies in the technology sector. During
2001, we decided to reduce our exposure in the technology sector
and dedicate all resources to more traditional lines of business
which have a more predictable earnings level including expanding
the retail franchise and focusing on core banking. Therefore, we
exited the business of lending to pre-profit companies in July
2001and in November 2001 entered into an agreement to sell a
significant portion of loans in the technology sector, which
closed in January 2002. We also de-emphasized the equipment
leasing operation and have exited asset-based lending.
We also invest 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, Progress Bank is
periodically involved in real estate development and related
activities, through its subsidiaries, solely to facilitate the
completion and sale of certain property held as real estate
owned.
As a registered thrift holding company, we are subject to
examination and regulation by the Office of Thrift Supervision
and various reporting and other requirements of the Commission.
Progress 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, which administers the Savings
Association Insurance Fund, which insures Progress Bank's
deposits to the maximum extent permitted by law.
Progress Bank is a member of the FHLB of Pittsburgh, which
is one of the 12 regional banks which comprise the FHLB System.
Progress Bank is further subject to regulations of the Board of
Governors of the Federal Reserve System governing reserves
required to be maintained against deposits and certain other
matters.
4
Our principal executive offices are located at Four Sentry
Parkway, Suite 200, Blue Bell, Pennsylvania 19422-0764, and our
telephone number is (610) 825-8800.
USE OF PROCEEDS
We will not receive any of the proceeds from sales of stock
being offered. See "Selling Shareholders" for a list of those
persons who will receive the proceeds from such sales.
SELLING SHAREHOLDERS
The selling shareholders acquired the shares in a private
placement of our common stock in February 2002. In the private
placement, we issued 1,153,330 shares of our common stock at a
price of $7.50 per share to accredited investors. We received
net proceeds of approximately $8.3 million in the offering. We
granted registration rights to the investors covering the resale
of common stock issued to investors in the private placement. We
are registering the shares on a registration statement on Form S-
3, of which this prospectus forms a part. The shares are being
registered to permit public secondary trading of the shares, and
the selling shareholders may offer the shares for resale from
time to time.
The following table lists the selling shareholders and sets
forth certain information known to us as of May 31, 2002
regarding the beneficial ownership of common stock of each
selling shareholder. The following table assumes that the
selling shareholders sell all of the shares offered by this
prospectus. We are unable to determine the exact number of
shares that will actually be sold by each selling shareholder.
Shares owned prior Shares owned after
to this offering Number of shares this offering
------------------ offered by ------------------
Name Number Percentage this prospectus Number Percentage
- ------------------- ------ ---------- ---------------- ------ ----------
Robert G. Cox 10,000 *% 10,000 -- --%
Richard J. Levinson 10,000 * 10,000 -- --
John M. Blume 10,000 * 10,000 -- --
Lester K. Wismer and
Evelyn K. Wismer 10,000 * 10,000 -- --
Arthur Wiener 10,000 * 10,000 -- --
Drake Associates, L.P. 10,000 * 10,000 -- --
Richard A. Hortsmann 30,000 * 30,000 -- --
Financial Institutions
Partners II, L.P. 16,500 * 16,500 -- --
Financial Institutions
Partners III, L.P. 16,500 * 16,500 -- --
Jackson Ventures IV
L.P. 50,000 * 50,000 -- --
Metex Corporation 10,000 * 10,000 -- --
Stilwell Associates,
L.P. 60,000 * 60,000 -- --
Craig A. White and
Deborah White 30,000 * 30,000 -- --
Banc of America
Securities, LLC
FBO Hot Creek
Investors, L.P. 53,650 * 53,650 -- --
Acadia Fund I, LP 75,000 1.1 75,000 -- --
FJ Morrissey & Co.,
Inc. FBO James M.
Weaver IRA 27,230 * 23,330 3,900 *
FJ Morrissey & Co.,
Inc. FBO Alexander A.
Maguire IRA 12,384 * 10,000 2,384 *
Edward H. Maguire 10,000 * 10,000 -- --
Susan M. Barrett 10,000 * 10,000 -- --
5
Shares owned prior Shares owned after
to this offering Number of shares this offering
------------------ offered by ------------------
Name Number Percentage this prospectus Number Percentage
- ------------------- ------ ---------- ---------------- ------ ----------
Virginia M. W. Gardiner10,000 *% 10,000 -- --%
Suzanne F. Collins 10,000 * 10,000 -- --
Dr. John P. Dahdah and
Dr. Carol
Henwood-Dahdah 10,000 * 10,000 -- --
Leon Prince 10,000 * 10,000 -- --
Philadelphia United Life
Insurance Co. c/o Mr.
Robert R. Ries 10,000 * 10,000 -- --
FJ Morrissey & Co., Inc.
FBO Henry B. Maguire
IRA 10,243 * 10,000 243 *
Robert Weis 10,000 * 10,000 -- --
RBC Dain Rauscher FBO
Peter Panas IRA 10,000 * 10,000 -- --
Bay Pond Partners 75,005 1.0 70,005 -- --
Bay Pond Investors
(Bermuda) L.P. 11,667 * 11,667 -- --
Astor & Co 151,678 2.2 151,678 -- --
Verity Associates LP 20,000 * 20,000 -- --
Hamburg, Rubin, Mullin,
Maxwell & Lupin, a
Professional
Corporation Retirement
Plan 33,622 * 10,000 23,622 *
James Marks 15,000 * 15,000 -- --
Jackson T. Stephens 66,000 * 25,000 41,000 *
Robert & Patricia P.
Ayerle 20,300 * 15,000 5,300 *
SC Fundamental Value
Fund, L.P. 38,760 * 38,000 760 *
SC Fundamental Value
BVI, Ltd. 63,240 * 62,000 1,240 *
Leon and Lois Fox 102,689 1.5 10,000 92,689 1.3
Arthur J. Kania Trust
udt 3/31/67(1) 240,357 3.4 40,000 200,357 2.8
Arlene Hillig 15,000 * 15,000 -- --
Arthur J. Kania, Jr 10,000 * 10,000 -- --
James D. Kania 10,000 * 10,000 -- --
Linda Kania 15,000 * 15,000 -- --
Arthur J. Kania FBO
Arthur J. Kania III
Trust 7,500 * 7,500 -- --
Arthur J. Kania FBO
Katherine E. Kania
Trust 5,000 * 5,000 -- --
Arthur J. Kania FBO
James D. Kania, Jr.
Trust 7,500 * 7,500 -- --
Arthur J. Kania FBO
Michael Kania Trust 7,500 * 7,500 -- --
Arthur J. Kania FBO
Alyssa M. Roland Trust 7,500 * 7,500 -- --
Arthur J. Kania FBO
Jenna Roland Trust 7,500 * 7,500 -- --
Arthur J. Kania FBO
Heather Roland Trust 7,500 * 7,500 -- --
Brittany Investors 100,000 1.4 50,000 50,000 *
________________
* Less than 1% of the outstanding common stock.
(1) Arthur J. Kania disclaims beneficial ownership or control of shares
owned by the Arthur J. Kania Trust or members of his family. Includes
155,389 shares beneficially owned by Arthur J. Kania directly.
6
DESCRIPTION OF CAPITAL STOCK
We are 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 March 31, 2002, there were 7,034,000 shares
of common stock issued and outstanding and no shares of preferred stock
were issued. The capital stock of Progress Financial Corporation does
not represent or constitute a savings account or deposit of Progress
Financial Corporation or Progress 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,
is 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
Progress. 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
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 Progress
in the future; Progress, 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 Progress, the holders of the common stock would be entitled to receive,
after payment of all debts and liabilities of Progress, all assets of
Progress 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 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.
Transfer Agent
The transfer agent and registrar for the common stock is American
Stock Transfer & Trust Company, New York, New York.
7
RESTRICTIONS ON ACQUISITION OF THE COMPANY
General
Our certificate of incorporation and bylaws, the Delaware General
Corporation Law and applicable federal laws and regulations contain
certain provisions which may be deemed to have a potential anti-takeover
effect. Such provisions may have the effect of discouraging a future
takeover attempt which is not approved by the board of directors but
which our stockholders may deem to be in their best interest or in which
stockholders may receive a substantial premium for their shares over
then current market prices. As a result, stockholders who might
desire to participate in such a transaction may not have an opportunity
to do so. Certain of such provisions also may make it more difficult
for stockholders to remove members of our board of directors and
management. We are not aware of any existing or threatened effort to
acquire control of Progress.
Federal Laws and Regulations
Federal laws and regulations generally require any person who
intends to acquire control of a savings and loan holding company or savings
institution to give at least 60 days prior written notice to the OTS.
"Control" is defined as the power, directly or indirectly, to direct
the management or policies of a savings institution or to vote 25% or
more of any class of voting securities of the savings institution.
In addition to the foregoing restrictions, a company must secure the
approval of the OTS before it can acquire control of a savings
institution. Under federal regulations, a person (including business
entities) is deemed conclusively to have acquired control if, among
other things, such person acquires: (a) 25% or more of any class of
voting stock of the savings institution; (b) irrevocable proxies
representing 25% or more of any class of voting stock of the savings
institution; (c) any combination of voting stock and irrevocable proxies
representing 25% or more of any class of such institution's voting
stock; or (d) control of the election of a majority of the directors of
the savings institution. In addition, a rebuttable presumption of
control arises in the event a person acquires more than 10% of any class
of voting stock (or more than 25% of any class of non-voting stock) and
is subject to one or more of eight enumerated control factors. Such
regulations also set forth rebuttable presumptions of concerted action
and the procedures to follow to rebut any such presumptions. The OTS is
specifically empowered to disapprove such an acquisition of control if it
finds, among other reasons, that (i) the acquisition would substantially
lessen competition; (ii) the financial condition of the acquiring person
might jeopardize the institution or its depositors; or (iii) the
competency, experience or integrity of the acquiring person indicates
that it would not be in the interest of the depositors, the institution
or the public to permit the acquisition of control by such person.
PLAN OF DISTRIBUTION
Each of the selling stockholders may sell his, her or its shares of
stock offered directly or through broker-dealers who may act solely as
agents, or who may acquire shares as principals. The distribution of
the shares of 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 stock may be effected to cover previous
short sales of common stock.
The selling stockholders may affect transactions by selling the
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 stock will be the purchase price of the stock sold less the aggregate
agents' commissions, if any, and other expenses of issuance and
distribution not borne by Progress. The selling stockholders and any
dealers or agents that participate in the distribution of the stock may
be deemed to be "underwriters" within the meaning of the Securities Act,
and any profit on the sale of the 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.
8
Each selling stockholder and any other person participating in a
distribution of the stock will be subject to applicable provisions
of the Exchange Act, including 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 stock by, selling stockholders and other persons
participating in a distribution of the 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 will be
passed upon for us 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 our annual report on Form 10-K for the year
ended December 31, 2001 have been audited by PricewaterhouseCoopers LLP,
independent 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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission. You
may read and copy any reports, proxy statements or other information filed
by us 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. Our filings
with the Commission are also available to the public from document
retrieval services and at the Commission's Internet website
(http://www.sec.gov).
We have filed with the Commission a registration statement on Form
S-3 under the Securities Act. 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 us to "incorporate by reference" into this
prospectus, which means that we 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.
We incorporate by reference the documents filed by it with the Commission
listed below and any future filings made by us with the Commission prior
to the termination of the offering made hereby under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act.
9
Company Filings (File No. 0-14815) Period/Date
---------------------------------- -----------
Annual Report on Form 10-K Year ended December 31, 2001
Quarterly Report on Form 10-Q Three months ended March 31, 2002
Current Reports on Form 8-K Filed on January 9, January 23,
February 7, February 14, and April
22, 2002
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Progress Financial Corporation
Four Sentry Parkway, Suite 200
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. We have 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.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
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 our 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 we believe that the
anticipated results or other expectations reflected in such
forward-looking statements are based on reasonable assumptions, we
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 under "Risk Factors" in this
prospectus as well as in our reports and filings with the Commission,
including our periodic reports under the Exchange Act. We do not
undertake, and specifically disclaim 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.
10
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1,153,330 SHARES
PROGRESS FINANCIAL CORPORATION
COMMON STOCK
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PROSPECTUS
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July 22, 2002
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