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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
-
Progress Financial Corporation
------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
---------------------------------------
(Title of Class of Securities)
743266108
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(CUSIP Number)
Sandler O'Neill & Partners Corp., Two World Trade Center, 104th Floor
New York, NY 10048
Attention: May Della Pietra (212) 466-7800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 31, 1996
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(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 [ ]. (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.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 8 pages.
No exhibits are filed herewith.
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SCHEDULE 13D
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CUSIP No. 743266108 Page 2 of 8 Pages
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- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sandler O'Neill & Partners Corp.
13-3481255
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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7 SOLE VOTING POWER
NUMBER OF 295,000
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING ------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
295,000
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10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
This Amendment No. 3 to Schedule 13D relating to Progress Financial
Corporation is being filed on behalf of the undersigned to amend the Schedule
13D filed by 1993 SOP Partners, L.P. dated July 28, 1993, as amended by
Amendment No. 1 dated July 8, 1994 and Amendment No. 2 dated August 2, 1995
(the "Schedule 13D").
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 OF THE SCHEDULE 13D IS HEREBY AMENDED IN ITS ENTIRETY TO READ
AS FOLLOWS:
(a) This statement is being filed by Sandler O'Neill & Partners Corp., a
New York corporation ("SOP Corp.").
SOP Corp. is the sole general partner of Sandler O'Neill & Partners,
L.P., a Delaware limited partnership ("Sandler O'Neill"), and is the sole
shareholder of Two Wall Capital Corporation, a New York corporation ("TWCC").
TWCC is the sole general partner of 1993 SOP Partners, L.P., a New York limited
partnership ("1993 SOP Partners"). The principal business of each of SOP
Corp., TWCC and 1993 SOP Partners is investment. Sandler O'Neill is a
registered broker/dealer principally engaged in securities trading and
investment banking activities.
The name and title of each executive officer, director and controlling
person of SOP Corp. and TWCC (the "Covered Persons") is set forth below:
<TABLE>
<S> <C>
Richard S. Bookbinder Director and Vice President
Mark B. Cohen(1) Director and Vice President
Hanif M. Dahya Director and Vice President
May F. Della Pietra Director and Secretary/Treasurer
Jonathan J. Doyle(1) Director and Vice President
James J. Dunne III Director and Vice President
Marc L. Flaster Director and Vice President
Thomas Glasser(1) Director and Vice President
Paul R. Haklisch(1) Director and Vice President
Ronald A. Herzlinger Director and Vice President
Catherine A. Lawton(1) Director and Vice President
T. Joseph Longino, Jr.(1) Director and Vice President
Kenneth M. McBrayer Director and Vice President
Thomas F. O'Neill Director and Vice President
Fred D. Price Director and Vice President
Christopher Quackenbush Director and Vice President
Herman S. Sandler Director and President
Bruce E. Simmons(1) Director and Vice President
John B. Thompson II Director and Vice President
</TABLE>
- ---------------------
(1) SOP Corp. only.
(b) The address of the principal offices of each of SOP Corp., Sandler
O'Neill, TWCC and 1993 SOP Partners is Two World Trade
Page 3 of 8
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Center - 104th Floor, New York, New York 10048. The business address of each
of the Covered Persons is Sandler O'Neill & Partners, L.P., Two World Trade
Center - 104th Floor, New York, New York 10048.
(c) The present principal occupation or employment of each of the Covered
Persons is as a principal of Sandler O'Neill.
(d) During the last five years, none of SOP Corp., Sandler O'Neill, TWCC,
1993 SOP Partners or any of the Covered Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of SOP Corp., Sandler O'Neill, TWCC,
1993 SOP Partners or any of the Covered Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which such person 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 finding any violation with
respect to such laws.
(f) Each of the Covered Persons is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
ITEM 3 OF THE SCHEDULE 13D IS HEREBY AMENDED BY ADDING THE FOLLOWING
PARAGRAPH:
Shares of Common Stock may also be acquired by Sandler O'Neill from
time to time in the ordinary course of its business for investment purposes.
On January 31, 1996, Sandler O'Neill purchased 45,000 shares of Common Stock
(the "Public Offering Shares") at a purchase price of $5.25 per share for an
aggregate purchase price of $236,250. The shares were purchased directly from
the Issuer in connection with the Issuer's issuance and sale of an aggregate of
500,000 shares of Common Stock in a registered public offering. The funds for
such purchase were provided by the working capital of Sandler O'Neill.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 OF THE SCHEDULE 13D IS AMENDED IN ITS ENTIRETY TO READ AS
FOLLOWS:
The purpose for which shares of the Common Stock and the Warrants were
acquired by 1993 SOP Partners is for investment. As such, 1993 SOP Partners
will continuously evaluate the business, prospects and financial condition of
the Issuer, the market for its securities and conditions in the economy and the
financial institutions industry generally, all with a view to determining
whether to (i) exercise all or any of the Warrants, or (ii) hold,
Page 4 of 8
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decrease or increase its investment in the securities of the Issuer, through
open market, privately negotiated or any other transactions. Representatives
of 1993 SOP Partners expect from time to time to seek discussions with the
management of the Issuer regarding the business and policies of the Issuer.
However, 1993 SOP Partners does not have any plan or proposal as of the date
hereof which would relate to or result in any transaction, change or event
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The purpose for which the Public Offering Shares were acquired by
Sandler O'Neill is for investment. Sandler O'Neill also may from time to time,
and as of the date of this Amendment No. 3 does, act as a market maker in the
Common Stock. In the ordinary course of its business, Sandler O'Neill
continuously evaluates the business, prospects and financial condition of the
Issuer, the market for its securities and conditions in the economy and the
financial institutions industry generally, all with a view to determining
whether to hold, decrease or increase its investment in the securities of the
Issuer, through open market, privately negotiated or any other transactions.
Sandler O'Neill may also cease its activities as a market maker in the Common
Stock at any time. Sandler O'Neill does not have any plan or proposal as of
the date hereof which would relate to or result in any transaction, change or
event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5(a)-(b) OF THE SCHEDULE 13D IS HEREBY AMENDED IN ITS ENTIRETY TO
READ AS FOLLOWS:
(a)-(b) As of February 9, 1996, 1993 SOP Partners beneficially owned an
aggregate of 250,000 shares of the Common Stock, consisting of 200,000 shares
of Common Stock that 1993 SOP Partners owns of record and 50,000 shares which
1993 SOP Partners has the right to acquire through the exercise of the
Warrants. Based upon an aggregate of 3,780,000 shares of Common Stock
outstanding as of January 31, 1996, as provided by the Issuer, such shares
represent an aggregate of 6.6% of the Common Stock outstanding. Sole voting
and dispositive power over such shares is vested in 1993 SOP Partners.
As of February 9, 1996, Sandler O'Neill beneficially owned an
aggregate of 45,000 in its investment account. The number of shares of Common
Stock held by Sandler O'Neill in its trading account at any given time can be
expected to fluctuate, and, at February 9, 1996, Sandler O'Neill did not own
any shares of Common Stock in its trading account. Accordingly, as of February
9, 1996, Sandler O'Neill beneficially owned an aggregate of 45,000 shares of
the Common Stock, representing 1.2% of the outstanding Common Stock. Sole
voting and dispositive power over such shares is
Page 5 of 8
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vested in Sandler O'Neill.
Accordingly, as of February 9, 1996, SOP Corp. may be deemed to
beneficially own an aggregate of 295,000 shares of Common Stock, representing
7.8% of the outstanding Common Stock.
At February 9, 1996, John B. Thompson II beneficially owned 5,000
shares of Common Stock, representing 0.2% of the outstanding Common Stock. Mr.
Thompson shares voting and dispositive power over such shares with his wife.
Except as set forth above, as of February 9, 1996, none of 1993 SOP
Partners, TWCC, SOP Corp., Sandler O'Neill or any of the Covered Persons
beneficially owns any other shares of Common Stock.
ITEM 5(c) OF SCHEDULE 13D IS HEREBY AMENDED BY ADDING THE FOLLOWING:
On January 31, 1996, Sandler O'Neill purchased 45,000 shares of Common
Stock at a purchase price of $5.25 per share for an aggregate purchase price of
$236,250. The shares were purchased directly from the Issuer in connection
with the Issuer's issuance and sale of an aggregate of 500,000 shares of Common
Stock in a registered public offering.
On or about February 2, 1996, Issuer also advised 1993 SOP Partners
that the Common Stock Registration Statement (as defined in Amendment No. 1 to
the Subscription Agreement relating to the Units previously filed as an Exhibit
to the Schedule 13D) had been declared effective by the Securities and Exchange
Commission on January 5, 1996. Accordingly, pursuant to the terms of the
Subscription Agreement, the Warrants became exercisable as of such date.
During the sixty days prior to February 9, 1996, Sandler O'Neill
effected the following transactions in the Common Stock in its trading account
in open market transactions with brokers:
<TABLE>
<CAPTION>
Number Price
Date Action of Shares per Share
---- ------ --------- ---------
<S> <C> <C> <C>
12/19/95 Bought 1,000 $5.50
12/20/95 Bought 2,000 5.25
01/02/96 Sold 2,000 5.5625
01/05/95 Sold 1,000 5.5625
01/12/96 Bought 1,000 5.50
01/18/96 Bought 1,000 5.50
01/24/96 Sold 500 5.75
01/24/96 Sold 1,500 5.75
</TABLE>
Page 6 of 8
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During the sixty days prior to February 9, 1996, no other transactions
in the Common Stock were effected by 1993 SOP Partners, TWCC, SOP Corp.,
Sandler O'Neill or any of the Covered Persons.
Page 7 of 8
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 9, 1996
SANDLER O'NEILL & PARTNERS CORP.
By:/s/ Catherine A. Lawton
----------------------------
Catherine A. Lawton
Vice President
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