SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
NOVEMBER 1, 1995
(Date of earliest event reported)
PROGRESS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-14815 25-2413363
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
600 WEST GERMANTOWN PIKE, PLYMOUTH MEETING, PENNSYLVANIA 19462-1060
(Address of principal executive offices) (Zip Code)
(610) 825-8800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
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ITEM 5. OTHER EVENTS
Progress Financial Corporation (the "Registrant" or "Progress
Financial"), its wholly owned subsidiary, Progress Federal Savings Bank
("Progress Federal"), FJF Financial, M.H.C. ("FJF Financial"), and FJF
Financial's majority-owned subsidiary, Roxborough-Manayunk Federal Savings
Bank ("Roxborough-Manayunk"), announced on November 1, 1995 the termination
of the Agreement and Plan of Reorganization, dated as of May 24, 1995, as
amended on August 7, 1995 ("Agreement"), pursuant to which, among other
things, Progress Federal was to merge with and into Roxborough-Manayunk. A
copy of the joint press release of Progress Financial and Roxborough-
Manayunk, dated November 1, 1995, is included as Exhibit 99.1 hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
99.1 Press Release, dated November 1, 1995.
99.2 Termination Agreement, dated November 1, 1995
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
PROGRESS FINANCIAL CORPORATION
Date: November 3, 1995 By: /S/ W. KIRK WYCOFF
W. Kirk Wycoff
President and Chief Executive Officer
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EXHIBIT 99.1
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NEWS RELEASE
Contact: W. Kirk Wycoff, President and Chief Executive Officer
Progress Financial Corproation
600 West Germantown Pike
Plymouth Meeting, Pennsylvania 19462
(610) 825-8800, ext. 200
John F. McGill, Sr., President and Chief Executive Officer
Roxborough-Manayunk Federal Savings Bank
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
(215) 483-2800
PROGRESS FINANCIAL CORPORATION AND ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK
ANNOUNCE TERMINATION OF AGREEMENT AND PLAN OF REORGANIZATION
Plymouth Meeting, Pennsylvania; Philadelphia, Pennsylvania; November
1, 1995 -- Progress Financial Corporation (the "Company") and Roxborough-
Manayunk Federal Savings Bank ("Roxborough-Manayunk") announced today the
termination of the Agreement and Plan of Reorganization, dated as of May
24, 1995, as amended on August 7, 1995 ("Agreement"), pursuant to which,
among other things, the Company's principal subsidiary, Progress Federal
Savings Bank, was to merge with Roxborough-Manayunk. W. Kirk Wycoff, the
President and Chief Executive Officer of the Company, stated that "due to
the uniqueness of the transaction, the Company and Roxborough-Manayunk were
experiencing delays in obtaining all necessary regulatory approvals. While
the parties expected to eventually receive such approvals if the Agreement
was revised, the applicable regulatory authorities were requiring the
Company to agree to issue under certain circumstances more of its common
stock in the transaction than originally intended. When considered in
light of the recent improvement in the Company's earnings and capital
position, the additional stock that may have been required to be issued
would have resulted in more dilution to the Company's existing stockholders
than the Board of Directors of the Company was prepared to authorize. As a
result, the Company and Roxborough-Manayunk have mutually agreed to
terminate the Agreement."
<PAGE>
EXHIBIT 99.2
<PAGE>
TERMINATION AGREEMENT
WHEREAS, on May 24, 1995, Progress Financial Corporation (the
"Corporation"), a Delaware corporation, Progress Federal Savings Bank
("Progress"), a federally chartered stock savings bank and wholly owned
subsidiary of the Corporation, FJF Financial, M.H.C. (the "Mutual Holding
Company"), a federally chartered mutual holding company, and Roxborough-
Manayunk Federal Savings Bank ("Roxborough-Manayunk"), a federally
chartered stock savings bank and majority owned subsidiary of the Mutual
Holding Company, entered into an Agreement and Plan of Reorganization, as
amended on August 7, 1995 (the "Agreement");
WHEREAS, pursuant to the Agreement, it was contemplated that (i) the
Mutual Holding Company would convert from the mutual form to a federal
interim stock savings bank and merge with and into Roxborough-Manayunk;
(ii) Progress would merge with and into Roxborough-Manayunk, with
Roxborough-Manayunk to be the resulting institution; (iii) each share of
common stock of Roxborough-Manayunk (other than dissenting shares and other
than shares held by the Mutual Holding Company) would be converted into and
represent the right to receive shares of common stock of the Corporation,
subject to a specified exchange ratio; and (iv) the Corporation would offer
additional shares of its common stock to certain depositors and borrowers
of Roxborough-Manayunk as of specified record dates, certain tax-qualified
employee benefit plans, stockholders of Roxborough-Manayunk and the
Corporation and certain members of the general public (collectively, the
Conversion and the Merger");
WHEREAS, pursuant to the Agreement, the Conversion and the Merger is
subject to, among other things, the receipt of all necessary regulatory
approvals;
WHEREAS, the parties have determined that the regulatory approvals
specified in Sections 1.05(i), (ii) and (iii) of the Agreement are unlikely
to be obtained by December 31, 1995 unless certain revisions are made to
the Agreement;
WHEREAS, such revisions are not acceptable to the Corporation and
Progress; and
WHEREAS, such regulatory approvals are a condition to each of the
parties' obligations pursuant to Section 5.01(i) of the Agreement.
NOW, THEREFORE, the Corporation, Progress, the Mutual Holding Company
and Roxborough-Manayunk do hereby mutually agree, intending to be legally
bound, as follows:
1. The Corporation, Progress, the Mutual Holding Company and
Roxborough-Manayunk hereby mutually agree to terminate the Agreement
pursuant to Section 6.01(a) of the Agreement.
2. As a result of the termination of the Agreement, the Corporation,
Progress, the Mutual Holding Company and Roxborough-Manayunk hereby agree
that the costs and expenses of the Conversion and the Merger shall be borne
by the parties in accordance with the first sentence of Section 7.01 of the
Agreement.
3. This Termination Agreement may be executed in any number of
counterparts, each of which when executed shall be deemed to be an
original, and all of such counterparts shall together constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Termination
Agreement to be executed by their duly authorized officers as of this 1st
day of November 1995.
PROGRESS FINANCIAL CORPORATION
By: /S/ W. KIRK WYCOFF
W. Kirk Wycoff
President and Chief Executive
Officer
PROGRESS FEDERAL SAVINGS BANK
By: /S/ W. KIRK WYCOFF
W. Kirk Wycoff
President and Chief Executive
Officer
FJF FINANCIAL, M.H.C.
By: /S/ JOHN F. MCGILL, SR.
John F. McGill, Sr.
President and Chief Executive
Officer
ROXBOROUGH-MANAYUNK FEDERAL
SAVINGS BANK
By: /S/ JOHN F. MCGILL, SR.
John F. McGill, Sr.
President and Chief Executive
Officer
