SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ( )
Filed by a Party other than the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PROGRESS FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
PROGRESS FINANCIAL CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PROGRESS FINANCIAL CORPORATION
Plymouth Meeting Executive Campus
600 West Germantown Pike
Plymouth Meeting, PA 19462
(610) 825-8800
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 1995
NOTICE IS HEREBY GIVEN THAT: the Annual Meeting of Stockholders of
Progress Financial Corporation will be held at the Plymouth Country
Club, Plymouth and Belvoir Roads, Norristown, Pennsylvania, on Tuesday,
April 25, 1995 at 9:00 a.m. for the following purposes:
1. To elect three directors for a term of three years or until their
successors have been elected and qualified.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent auditors for the year ending December 31, 1995.
3. To transact such other business as may properly come before the
meeting and all adjournments thereof.
Stockholders of record at the close of business on March 3, 1995 are
entitled to notice of and to vote at the meeting and all adjournments
thereof.
BY ORDER OF
THE BOARD OF DIRECTORS
(Signature of W. Kirk Wycoff)
W. Kirk Wycoff
Chairman, President and
Chief Executive Officer
Plymouth Meeting, Pennsylvania
March 21, 1995
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF
YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE
MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE
REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE
THEREOF.
<PAGE>
PROGRESS FINANCIAL CORPORATION
Plymouth Meeting Executive Campus
600 West Germantown Pike
Plymouth Meeting, PA 19462
(610) 825-8800
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 25, 1995
INTRODUCTORY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by and on behalf of the Board of Directors of Progress Financial
Corporation (the "Company"), the holding company for Progress Federal
Savings Bank (the "Bank"), of proxies to be used at the Annual Meeting of
Stockholders of the Company to be held on April 25, 1995 at 9:00 a.m., at
the Plymouth Country Club, Plymouth and Belvoir Roads, Norristown,
Pennsylvania, and at any adjournment or adjournments thereof. The
approximate date on which this Proxy Statement and the accompanying Proxy
are to be mailed to stockholders is March 28, 1995.
At the Annual Meeting, stockholders will be asked to elect three
directors to serve for three year terms. William O. Daggett, Jr., Joseph R.
Klinger and William L. Mueller, each of whom is a current director of the
Company, will each serve for terms expiring at the Company's 1998 Annual
Meeting. In addition, stockholders will be asked to ratify the appointment
of Coopers & Lybrand L.L.P. as the Company's independent auditors for the
year ending December 31, 1995; and to transact such other business as may
properly come before the meeting and all adjournments thereof.
The accompanying proxy is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Stockholders of the Company at the
time and place, and for the purposes, set forth above. The proxy solicited
hereby, if properly signed and returned to the Company and not revoked
before it is voted, will be voted in accordance with the instructions
contained therein. If no instructions are given, each proxy received will
be voted "FOR" the slate of directors nominated by the Board of Directors
as described herein, "FOR" the appointment of Coopers & Lybrand L.L.P. as
the Company s independent auditors for the year ending December 31, 1995,
and "FOR" any other matters as may properly come before the meeting.
Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by: (i) filing with the Company written notice
thereof (Attention: W. Kirk Wycoff, Chairman, President and Chief Executive
Officer, Progress Financial Corporation, Plymouth Meeting Executive Campus,
600 West Germantown Pike, Plymouth Meeting, Pennsylvania 19462); (ii)
submitting a duly executed proxy bearing a later date; or (iii) appearing
at the Annual Meeting and giving the Company notice of his or her intention
to vote in person. Proxies solicited hereby may be exercised only at the
Annual Meeting and any adjournments thereof and will not be used for any
other meeting.
Only stockholders of record at the close of business on March 3, 1995
will be entitled to receive notice of and to vote at the Annual Meeting. On
the record date, there were 3,275,000 shares of Common Stock, par value
$1.00 per share ("Common Stock") of the Company issued and outstanding and
held by approximately 1,400 holders of record, and the Company had no other
class of equity securities outstanding. Each share of Common Stock entitles
the holder to one vote, and votes may not be voted cumulatively with
respect to the election of directors. A majority of the shares of Common
Stock entitled to vote, present in person or represented by proxy, will
constitute a quorum for purposes of the meeting.
Directors will be elected by a plurality of the votes cast at the
Annual Meeting. The affirmative vote of a majority of the total votes cast
at the Annual Meeting is required for approval of the proposal to ratify
the appointment of the Company's independent auditors. Abstentions will be
counted for purposes of determining the presence of a quorum at the Annual
Meeting, but will not be counted as votes cast for the election of
directors or the proposal to ratify the appointment of the Company's
independent auditors and, thus, will have no effect on the voting of these
proposals. Under rules of the New York Stock Exchange, all of the proposals
for consideration at the Annual Meeting are considered "discretionary"
items upon which brokerage firms may vote in their discretion on behalf of
their client if such clients have not furnished voting instructions. Thus,
there are no proposals to be considered at the Annual Meeting which are
considered "non-discretionary" and for which there will be "broker non-
votes."
ELECTION OF DIRECTORS
The Certificate of Incorporation of the Company provides that the
Board of Directors shall consist of no fewer than seven nor more than
twenty one members, the exact number to be fixed from time to time by
resolution of the Board of Directors, and shall be divided into three
classes as nearly equal in number as possible. The members of each class
are to be elected for a term of three years and until their successors are
elected and qualified. One class of directors is to be elected annually
except, in the event of a change in the number of or composition of the
Board of Directors, directors may be elected to more than one class in
order to more nearly achieve equality in the classes. By affirmative vote
of a majority of the Board of Directors, a resolution was adopted which
presently fixes the number of the members of the Board at nine.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the three nominees listed
below. If any person named as nominee should be unable or unwilling to
stand for election at the time of the Annual Meeting, the proxies will vote
for a replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any
of the persons listed below may not be able to serve as a director if
elected.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR AND DIRECTORS WHOSE TERM
CONTINUES
The following tables set forth certain information regarding each
nominee for election, including the principal occupations of such persons
during at least the past five years and the number and percent of shares of
Common Stock beneficially owned by such persons as of March 3, 1995. No
nominee for director or director is related to any other nominee for
director or director or executive officer of the Company by blood, marriage
or adoption, and there was no arrangement or understanding pursuant to
which any of the nominees for director or director was selected as a
nominee for director or director.
NOMINEES FOR DIRECTOR FOR A THREE YEAR TERM
<TABLE>
Positions With
Company and/or Amount of
Bank and Principal Director Common Stock
Occupation During of Bank/ Beneficially
At Least the Past Company Term Owned as of
Name Age Five Years Since Expires March 3, 1995 (1)
<S> <C> <C> <C> <C> <C>
William O. 54 Managing Partner of 1990 1995 74,480 (2.26%) (2)
Daggett, Jr. Kistler-Tiffany Companies,
a firm engaged in financial
and estate planning and
employee benefits since
1984. Also, President,
Benefit Designs, Inc.;
President, Group Marketing
Services, Inc.; and Vice
President, Group Brokerage
Associates, Inc.
Joseph R. 52 Principal of KMR 1992 1995 8,250 (3)
Klinger Management, Inc.,
a management con-
sulting company in
Glenside, Pennsylvania,
since March 1991; Chief
Executive Officer and
President of Liberty
Savings Bank, Philadelphia
Pennsylvania, from April
1990 until January 1991;
Executive Vice President
of Meritor Savings Bank,
Philadelphia, Pennsyl-
vania, from April 1981
until April 1990.
William L. 43 Attorney with the law 1990 1995 90,476 (2.74%) (4)
Mueller firm Clark, Ladner,
Fortenbaugh & Young in
Haddonfield, New Jersey
since November 1987.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE ABOVE NOMINEES BE ELECTED AS
DIRECTORS
MEMBERS OF BOARD CONTINUING IN OFFICE
<TABLE>
Positions With
Company and/or Amount of
Bank and Principal Director Common Stock
Occupation During of Bank/ Beneficially
At Least the Past Company Term Owned as of
Name Age Five Years Since Expires March 3, 1995(1)
<S> <C> <C> <C> <C> <C>
John E. F. 54 Consultant and 1991 1996 6,750 (3)
Corson President of Corson
Investments, a group of
family holding companies
in Plymouth Meeting,
Pennsylvania, since 1987.
Donald F. U. 58 Chairman of the Board 1987 1996 190,516 (5.72%) (5)
Goebert of Adage Inc., a wire-
less communications
firm in West Chester,
Pennsylvania, since 1968.
Also, Director of Investors
Insurance Group, Inc.,
Jupiter/Tequesta National
Bank, and Gateway
Communications, Inc.
Paul M. 35 Vice President of 1991 1996 15,250 (3)
LaNoce DAR Industrial Products
Inc., an industrial
manufacturer in
Philadelphia,
Pennsylvania, since 1981.
A. John May, III 39 Attorney in the law firm 1993 1997 7,943 (6)
Pepper, Hamilton & Scheetz,
Philadelphia, Pennsylvania,
since 1981. Partner since
1989.
Charles J. 64 President of 1991 1997 47,908 (1.45%) (7)
Tornetta Tornetta Realty
Corporation, a
real estate broker
in Norristown,
Pennsylvania, since 1952.
Also, President of
Commonwealth Insurance
Agency.
W. Kirk 37 Chairman, President and 1991 1997 165,655 (4.89%) (8)
Wycoff Chief Executive Officer
of the Company and the
Bank since July 1991;
Former President and
Chief Executive Officer
of Crusader Savings Bank,
Rosemont, Pennsylvania
from January 1990 until
June 1991.
__________
(1) Unless otherwise indicated, the number of shares owned is less than
1% of the issued and outstanding Common Stock of the Company.
(2) Includes 47,230 shares owned by companies of which Mr. Daggett is a
director, officer and 10% stockholder and 12,500 common stock
warrants and 5,250 shares subject to stock options, in each case
which are exercisable within 60 days of March 3, 1995.
(3) Includes 5,250 shares subject to stock options which are
exercisable within 60 days of March 3, 1995.
(4) Includes 15,114 shares held jointly by Mr. Mueller with or forthe
benefit of certain family members and 25,000 common stock warrants
and 5,250 shares subject to stock options, in each case which are
exercisable within 60 days of March 3, 1995.
(5) Includes 135,266 shares owned by companies of which Mr. Goebertis a
director, officer and 10% stockholder and 50,000 common stock
warrants and 5,250 shares subject to stock options,in each case
which are exercisable within 60 days of March 3, 1995.
(6) Includes 250 shares subject to stock options which areexercisable
within 60 days of March 3, 1995.
(7) Includes 25,000 common stock warrants and 5,250 shares subject to
stock options, in each case which are exercisable within 60 days of
March 3, 1995.
(8) Includes 7,000 shares which are held jointly by Mr. Wycoff with or
for the benefit of certain family members and 12,500 common stock
warrants and 100,000 shares subject to stock options, in each case
which are exercisable within 60 days of March 3, 1995.
THE BOARD OF DIRECTORS OF THE COMPANY AND ITS COMMITTEES
The Board of Directors of the Company held seven meetings during 1994,
and the Board of Directors of the Bank held eleven meetings during 1994. No
incumbent director of the Company attended fewer than 75% of the aggregate
number of meetings of the Company's Board of Directors and all committees
of the Company's Board on which he served during 1994.
Nominations for members of the Board of Directors of the Company are
made by the Board of Directors or by any stockholder entitled to vote at
the Annual Meeting. Section 8.4(d) of the Company's Certificate of
Incorporation sets forth the procedures which stockholders must follow in
order to make nominations for election to the Board of Directors. In
general, such nominations must be submitted in writing to the Company at
least 30 days prior to the date of the Annual Meeting. The Company is not
required to include such nominations in its proxy statement. The Board of
Directors has determined that if any stockholder properly makes such a
nomination, the ballots provided for use by stockholders at the Annual
Meeting will bear the name of such nominee or nominees.
The Board of Directors of the Company have a number of committees.
Listed below are the committees, along with directors who are serving as
members of each committee in 1995.
The Company's Audit/Compliance Committee recommends to the Board
independent auditors to perform audit and nonaudit services, reviews the
scope and results of such services, reviews with management and the
independent auditors the systems of internal control and audit, assures
adherence in accounting and financial reporting to generally accepted
accounting principles, and performs such other duties deemed appropriate by
the Board of Directors. The Audit/Compliance Committee met three times in
1994. For 1995, the following Board members are serving on the
Audit/Compliance Committee: John E. F. Corson, William O. Daggett, Jr.
and A. John May, III.
The Company's Board Loan Committee reviews and evaluates loans of the
Bank. In 1994, this committee met twenty-one times. For 1995, the
following Board members are serving on the Board Loan Committee, which
meets at least once a month: Joseph R. Klinger, Paul M. LaNoce, William L.
Mueller, Charles J. Tornetta and W. Kirk Wycoff.
The Board of Directors of the Company has a Stock Compensation
Committee to review the Company's Key Employee Stock Compensation Program
and to recommend to the Board changes or additions to this program. For
1995, the following Board members are serving on the Stock Compensation
Committee: Donald F. U. Goebert, William O. Daggett, Jr. and William L.
Mueller.
The Capital Committee is responsible for analyzing capital raising
alternatives for the Company. For 1995, the following Board members are
serving on the Board Capital Committee: Donald F. U. Goebert, Joseph R.
Klinger and William L. Mueller.
The entire Board of Directors, except for Mr. Wycoff, determines
compensation for executive officers. The Stock Compensation Committee,
which consists of Messrs. Goebert, Daggett and Mueller, administer and
award grants under the Company s Key Employee Stock Compensation Program.
No member of either of these committees is a current or former officer or
employee of the Company or the Bank.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information relating to the
only persons known to the Company to be the beneficial owners of 5% or more
of the Company's Common Stock as of March 3, 1995, and the amount of Common
Stock of the Company held by all directors and executive officers of the
Company as a group as of such date.
Amount of Common Stock Percent
Name and Address of Beneficially Owned of Common
Beneficial Owner as of March 3, 1995 Stock
SOP Partners, L.P. 250,000 (1) 7.52%
Two World Trade Center
104th FloorNew York, NY 10048
Directors and executive 607,228 (2) 17.17%
officers of the Company as
a group (9 persons)
__________
(1) Includes 50,000 common stock warrants which are exercisable within
60 days of March 3, 1995.
(2) Includes 7,000 shares which are held jointly by Mr. Wycoff with or
for the benefit of certain family members, 47,230 shares which are
owned by companies of which Mr. Daggett is a director, officer or
10% stockholder,135,266 shares owned by companies of which Mr.
Goebert is a director, officer or 10% stockholder and 15,114 shares
held jointly by Mr. Mueller with or for the benefit of certain
family members. Also includes 137,000 shares subject to stock
options and 125,0000 common stock warrants held by the group, in
each case which are exercisable within 60 days of March 3,1995.
Totals above do not include 3,000 shares owned by Mr. Plush and
31,250 shares subject to stock options as of March 3, 1995. Mr.
Plush had resigned his position as Senior Vice President and Chief
Financial Officer of the Company and the Bank effective as of
February 24, 1995.
EXECUTIVE COMPENSATION AND TRANSACTIONS
Executive Compensation
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by the Company to the
following executive officers of the Company for services rendered in all
capacities during the last three fiscal years. No other executive officer
of the Company received annual compensation in excess of $100,000 during
the last fiscal year.
Summary Compensation Table
</TABLE>
<TABLE>
Annual Compensation Long Term Compensation
Other All Other
Name and Base Annual Awards Payouts Compensation
Principal Position Year Salary Bonus Compensation Options LTIP (7)
(4) (5) Payouts (6)
<S> <C> <C> <C> <C> <C> <C> <C>
W. Kirk Wycoff 1994 $226,042(2,3) $20,000 - - N/A $5,014
President and 1993 190,465(2,3) 18,500 - 70,000 N/A 4,439
Chief Executive 1992 184,685(2) - - 75,000 N/A 1,387
Officer (1)
Gerald P. Plush 1994 $105,659(2) $10,000 - - N/A $1,921
Senior Vice 1993 95,759(2) 10,000 - 35,000 N/A 1,445
President and 1992 93,894(2) - - 5,000 N/A 720
Chief Financial
Officer (1)
</TABLE>
(1) Mr. Wycoff's employment as President and Chief Executive Officer of
both the Company and the Bank commenced on July 9, 1991. Mr. Plush's
employment as Senior Vice President and Chief Financial Officer of both
the Company and the Bank commenced on December 16, 1991. Mr. Plush
resigned effective as of February 24, 1995.
(2) Includes amounts deferred pursuant to the Company's 401(k) Profit
Sharing Plan, which generally allows employees to defer up to 12% of
their compensation, subject to applicable limitations set forth in the
Internal Revenue Code.
(3) Includes directors fees of $2,850 and $6,100 paid to Mr. Wycoff in
1993 and 1994, respectively.
(4) Does not include amounts attributable to miscellaneous benefits received
by the named executive officer. In the opinion of management
of the Company, the costs to the Company of providing such benefits to
any individual executive officer during the year ended December 31,
1994 did not exceed the lesser of $50,000 or 10% of the total of annual
salary and bonus reported for the individual.
(5) Represents options granted pursuant to the Company s Key Employee
Stock Compensation Program.
(6) The Company does not have a long term incentive program as of
December 31, 1994.
(7) Consists solely of employer contributions made by the Company pursuant
to the 401(k) profit sharing plan. The Company maintains an Employee
Stock Ownership Plan ( ESOP ) and contributed to the plan during 1994.
Mr. Wycoff had vested account balances of $836 and Mr. Plush had vested
account balances of $311 for the year.
STOCK OPTION GRANTS
The following table sets forth certain information concerning
exercises of stock options by the named executive officers during the year
ended December 31, 1994 and options held at December 31, 1994.
Aggregate Option Exercises in Last Fiscal Year and Year End Option Values
<TABLE>
Number of Unexercised Value of Unexercised
Options at Year End Options at Year End (1)
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
W. Kirk Wycoff - - 97,500 47,500 $185,625 $110,625
Gerald P. Plush - - 31,250 8,750 35,938 6,563
</TABLE>
(1) Based on a per share market price of $4.25 at December 31, 1994.
DIRECTORS FEES
The Board of the Bank meets monthly and the Board of the Company meets
quarterly. Since July 1993, cash compensation was paid to Directors for
attendance at regularly scheduled and special Board meetings. Each director
receives a fee of $200 for attendance at each regular or special Board
meeting. In July 1994, this fee was increased to $350 for each meeting
attended. In addition, each director who attends a committee meeting also
receives $150 per meeting attended. Effective January 1, 1995, director
fees will no longer be paid to Mr. Wycoff.
DIRECTOR'S STOCK OPTION PLAN
The Company has adopted the 1993 Directors Stock Option Plan (the
"Directors' Plan") which provides for the grant of compensatory stock
options to non-employee directors of the Company and the Bank. Pursuant to
the Directors Plan in June 1993, each director of the Company or the Bank
who was not an employee of the Company or any subsidiary was granted a
compensatory stock option to purchase 5,000 shares of Common Stock, at an
exercise price of $3.50 per share and an option to purchase 250 shares on
December 31, 1993 at $4.63 per share and will also be granted an option to
purchase 250 shares on December 31 of each year thereafter until December
31, 1997. Accordingly, 250 options were granted to each Director on
December 31, 1994 at $4.25 per share. The exercise price with respect to
future grants will be equal to the fair market value of a share of Common
Stock on the date of grant. Options granted pursuant to the Directors Plan
are vested and exercisable six months from the date of grant.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
Charles J. Tornetta and John E. F. Corson, Directors of the Company
and Bank, were limited partners in a partnership which beneficially owned a
49% interest in the building from which the Company and the Bank conduct
business in Plymouth Meeting, Pennsylvania. The Company and the Bank paid
approximately $214,507 in rental fees during 1994 to the management company
which handled the property on behalf of the limited partnership in which
Mr. Tornetta and Mr. Corson were partners. The lease was negotiated and
signed prior to either member being elected to the Board of Directors. As
of December 31, 1994, Mr. Tornetta and Mr. Corson no longer own an interest
in the building.
INDEBTEDNESS OF MANAGEMENT
The Bank offers certain loans to its directors, officers and
employees. It is the belief of management that these loans do not involve
more than the normal risk of collectibility. Except for the waiving in most
cases of loan origination fees for officers and employees during their
employment or association with the Bank, these loans are made on
substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated persons. Effective January 1, 1990,
executive officers and directors of the Bank receive no discount from the
market interest rate for loans made by the Bank. For other officers and
employees, the policy of discounting loans to employees was discontinued in
February 1992. However, the Bank in most cases continues to discount loan
origination fees for loans to officers and employees. As of December 31,
1994, three loans totalling $227,736 (or 1.75% of the Company's total
stockholders equity) were outstanding to the Company s directors and
executive officers as a group.
As of December 31, 1994, the following director of the Company had a
loan from the Bank which exceeded an aggregate of $60,000 outstanding
during 1994.
<TABLE>
Highest Principal
Principal Balance
Interest Type Balance as of
Name Rate of Loan During 1994 December 31, 1994
<S> <C> <C> <C> <C>
William L. Mueller 6.75% Residential Mortgage $200,329 $198,233
(Director)
</TABLE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Pursuant to Item 405 of Regulation S-K, the Company is required to
disclose (based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company pursuant to Rule 16a-3(e) during its most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Company with respect to its most recent year) each person who, at any time
during the fiscal year, was a director, executive officer or beneficial
owner of more than ten percent of the Company s common stock that failed to
file on a timely basis, as disclosed in the above Forms, reports required
by Section 16(a) of the Exchange Act during the most recent fiscal year or
prior fiscal years.
Based upon its review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during and with respect to 1994, the Company is
not aware of any director, officer, beneficial owner of more than 10
percent of the Company's common stock or any other person subject to
Section 16 of the Securities Exchange Act of 1934 who has failed to file
any such form on a timely basis during 1994.
INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Coopers & Lybrand
L.L.P. as independent auditors of the Company for the year ending December
31, 1995, and further directed that the selection of auditors be submitted
for ratification by stockholders at the Annual Meeting.
The Company has been advised by Coopers & Lybrand L.L.P. that neither
that firm nor any of its associates has any relationship with the Company
other than the usual relationship that exists between independent certified
public accountants and clients. Coopers & Lybrand L.L.P. will have
representatives at the Annual Meeting who will have an opportunity to make
a statement, if they so desire, and will be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have presented at the next
annual meeting and included in the management proxy materials relating to
such meeting must be received at the main office of the Company no later
than November 27, 1995. If such proposal is in compliance with all of the
requirements of Rule 14a-8 promulgated under the Securities Exchange Act of
1934, it will be included in the proxy statement and set forth on the form
of proxy issued for the next annual meeting of stockholders. It is urged
that any such proposals be sent by certified mail, return receipt
requested.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than those matters described herein. However, if any other
matters should properly come before the Annual Meeting, it is intended that
the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company s Common Stock. In
addition to solicitations by mail, directors, officers and employees of the
Company may solicit proxies personally or by telephone without additional
compensation.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
A copy of the Company's Annual Report to Stockholders for the year
ended December 31, 1994 accompanies this Proxy Statement. Copies of the
Company's Form 10-K and/or additional copies of the Company's Annual Report
to Stockholders may be obtained by written request. Such written request
should be directed to Patricia Ellick, Progress Financial Corporation,
Plymouth Meeting Executive Campus, 600 West Germantown Pike, Plymouth
Meeting, PA 19462.
By Order of the Board of Directors
(signature)
W. Kirk Wycoff
Chairman, President and
Chief Executive Officer
Plymouth Meeting, Pennsylvania
March 21, 1995
************************APPENDIX****************************
PROXY
PROGRESS FINANCIAL CORPORATION
Plymouth Meeting Executive Campus
600 West Germantown Pike
Plymouth Meeting, PA 19462
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF PROGRESS FINANCIAL
CORPORATION FOR USE ONLY AT AN ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
APRIL 25, 1995 AND AT ANY ADJOURNMENTS THEREOF.
The undersigned, being a stockholder of the Company, hereby appoints
W. Kirk Wycoff as proxy, with full power of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held
at Plymouth Country Club, Plymouth and Belvoir Roads, Norristown,
Pennsylvania on Tuesday, April 25, 1995 at 9:00 a.m., and at any adjournments
of the said meeting, and thereat to act with respect to all votes that
the undersigned would be entitled to cast, if then personally present, on the
following matters and in their discretion upon such other matters as may
properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
SEE REVERSE
SIDE
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. To elect three [ ] FOR [ ] WITHHELD NOMINEES FOR DIRECTOR FOR
directors for A THREE YEAR TERM
a term of three William O. Daggett, Jr.
years or until Joseph R. Klinger
their successors William L. Mueller
have been selected
and qualified.
For, except vote withheld from the following nominee(s)
2. To ratify the appointment of Coopers & Lybrand L.L.P., as the Company's
independent auditors for the year ending December 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the meeting and
all adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
THEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED "FOR" THE ELECTION OF NOMINEES FOR DIRECTORS HEREON AND
"FOR" PROPOSAL 2 AND OTHERWISE AT THE DISCRETION OF THE PROXIES WITH RESPECT
TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF. THIS PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME
IT IS VOTED AT THE ANNUAL MEETING.
PLEASE SIGN, DATE AND MAIL THIS PROXY CARD TODAY IN THE ENCLOSED ENVELOPE.
SIGNATURE(S)__________________DATE______SIGNATURES__________________DATE______
NOTE: SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SIGNING IN A REPRESENTATIVE
CAPACITY PLEASE GIVE TITLE.
