SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
PROGRESS FINANCIAL CORPORATION
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE PER SHARE
(Title of Class of Securities)
743266 10 8
(CUSIP Number)
W. Kirk Wycoff
Progress Financial Corporation
Plymouth Meeting Executive
Campus
600 East Germantown Pike
Plymouth Meeting, Pennsylvania
19642
(610) 825-8800
(Name, Address, Telephone Number of Persons Authorized to Receive
Notices and Communications)
July 5, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Page 1 of 7 Pages
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13D
CUSIP No. 743266 10 8 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
W. Kirk Wycoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 165,655
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON WITH
7,000
9 SOLE DISPOSITIVE POWER
165,655
10 SHARED DISPOSITIVE POWER
7,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
172,655
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08
14 TYPE OF REPORTING PERSON*
IN
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13D
CUSIP No. 743266 10 8 Page 3 of 7 Pages
Item 1. Security and Issuer
----------------------------
The securities as to which this Schedule 13D ("Schedule")
relates are the shares of common stock, $1.00 par value per share
("Common Stock"), of Progress Financial Corporation (the
"Issuer"). The address of the Issuer's principal executive
office is Plymouth Meeting Executive Campus, 600 East Germantown
Pike, Plymouth Meeting, Pennsylvania 19642.
Item 2. Identity and Background
--------------------------------
(a) W. Kirk Wycoff ("Reporting Person").
(b) The Reporting Person's business address is the
Issuer's principal executive office, Plymouth Meeting Executive
Campus, 600 East Germantown Pike, Plymouth Meeting, Pennsylvania
19642.
(c) The Reporting Person is the Chairman of the Board,
President and Chief Executive Officer of the Issuer.
(d) The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or a
finding of any violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------
The Reporting Person acquired 1,000 shares of Common
Stock on July 5, 1995 at $5.125 per share for an aggregate
purchase price of $5,125. The funds for this purchase were
derived from personal funds. The Reporting Person also has
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13D
CUSIP No. 743266 10 8 Page 4 of 7 Pages
been granted options to purchase an aggregate of 117,500 shares
of Common Stock pursuant to the Issuer's Key Employee Stock
Compensation Program which may be exercised within 60 days of the
date hereof and which are deemed to be outstanding for the
purpose of computing the percentage of shares of Common Stock
owned by the Reporting Person. As of the date hereof, the
Reporting Person also holds options to purchase 27,500 shares of
Common Stock which vest and become exercisable after 60 days of
the date hereof (options to purchase 1,250 shares vest and become
exercisable monthly) and warrants to purchase 12,500 shares of
Common Stock which become exercisable after 60 days of the date
hereof.
Item 4. Purpose of Transaction
-------------------------------
The Reporting Person is presently the Chairman of the
Board, President and Chief Executive Officer of the Issuer. The
Reporting Person intends to continue to participate in the
management and operations of the Issuer. The Reporting Person
believes that the shares of Common Stock are an attractive
investment and purchased the shares of Common Stock for
investment purposes and not for the purpose of influencing the
management of the Issuer or exercising control. The Reporting
Person does not intend to obtain control of the Issuer.
The Reporting Person has been informed that in order to
acquire 10% or more of the Issuer's shares of Common Stock
certain governmental approvals may be required. The Reporting
Person does not currently intend to acquire or offer to acquire
10% or more of the Issuer's shares of Common Stock which would
require him to apply for such approvals. However, any
determination to purchase additional shares of Common Stock will
depend upon a number of factors, including market prices, the
Issuer's prospects and alternative investments. Similarly, the
Reporting Person may determine to sell all or a portion of his
shares of Common Stock at any time.
The Reporting Person currently has no plans or
proposals (excluding action which may be taken or proposed to be
taken by the Board of Directors of which the Reporting Person is
a member, including the currently proposed merger of the Issuer's
subsidiary, Progress Federal Savings Bank, with Roxborough-
Manayunk Federal Savings Bank in connection with the conversion
of FJF Financial, M.H.C. from the mutual form) which relate to or
would result in (a) the acquisition by any person of additional
securities of the Issuer or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d)
any change in the present Board of Directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board;
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13D
CUSIP No. 743266 10 8 Page 5 of 7 Pages
(e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the
Issuer's business or corporate structure; (g) changes in the
Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a
class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
(a) The Reporting Person beneficially owns 172,655
shares of Common Stock which represents approximately 5.08% of
the outstanding shares of Common Stock. At the date hereof,
3,280,000 shares of Common Stock were outstanding, not including
outstanding options to purchase shares of Common Stock.
(b) The Reporting Person has sole voting and
dispositive power with respect to 165,655 shares of Common Stock
(which include 117,500 shares of Common Stock which may be
purchased upon the exercise of stock options). The Reporting
Person has shared voting and dispositive power with respect to
7,000 shares of Common Stock held jointly by the Reporting Person
with or for the benefit of the Reporting Person's immediate
family.
(c) The number of shares of Common Stock beneficially
owned by the Reporting Person include options to purchase 2,500
shares of Common Stock not presently exercisable (options for
1,250 shares become exercisable on August 31, 1995 and options
for 1,250 shares become exercisable on September 30, 1995; thus,
such shares are deemed to be beneficially owned by the Reporting
Person as the date hereof). Other than the purchase of 1,000
shares of Common Stock on July 5, 1995 as reported in Item 3 and
the vesting of options to purchase Common Stock, the Reporting
Person had no other transactions in the Issuer's securities
during the last 60 days.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
13D
CUSIP No. 743266 10 8 Page 6 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships
-----------------------------------------------------------------
with Respect to Securities of the Issuer
----------------------------------------
The Reporting Person is not a party to any contract,
arrangement, understanding or relationship (legal or otherwise)
with respect to any securities of the Issuer, other than
agreements evidencing outstanding stock options and outstanding
subordinated debt and warrants. The Reporting Person is the
Chairman of the Board of Directors of the Issuer and has in the
past and intends in the future to exercise his vote and to serve
the Issuer as a director in an independent manner, and to vote
his shares of Common Stock individually and not pursuant to any
understanding, arrangement or agreement with any other persons.
Item 7. Material to be Filed as Exhibits
-----------------------------------------
Not applicable.
<PAGE>
13D
CUSIP No. 743266 10 8 Page 7 of 7 Pages
Signatures
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned certifies that the
information set forth in this Statement on Schedule 13D is true,
complete and correct.
/s/W. Kirk Wycoff
-------------------------
W. Kirk Wycoff
Date: August 4, 1995
