<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1997
Registration No. 333-38447
Registration No. 333-38447-01
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
Form S-4
Registration Statement under the Securities Act of 1933
---------------
PROGRESS FINANCIAL CORPORATION PROGRESS CAPITAL TRUST I
(Exact name of Registrant as specified (Exact name of Registrant as specified
in its charter) in its trust agreement)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
---------- ----------
6712 6719
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
23-2413363 23-2905945
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
---------------
Four Sentry Parkway
Suite 200
Blue Bell, Pennsylvania 19422-2311
(610) 825-8800
(Address, including zip code, and telephone number, including area code,
of Registrants' principal executive offices)
---------------
W. Kirk Wycoff
Chairman, President and Chief Executive Officer
Progress Financial Corporation
Four Sentry Parkway
Suite 200
Blue Bell, Pennsylvania 19422-2311
(610) 825-8800
(Name, address, including zip code, and telephone number, including area
code, of agents for service)
---------------
Copies to:
Raymond A. Tiernan, Esq. John R. Hall, Esq.
Jeffrey D. Haas, Esq. Muldoon, Murphy & Faucette
Elias, Matz, Tiernan & Herrick L.L.P. 5101 Wisconsin Avenue, N.W.
734 15th Street, N.W. Washington, D.C. 20016
Washington, D.C. 20005
---------------
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. / /
The Registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
No. Description
- ------- -----------
4.1 Indenture of the Corporation relating to the Junior Subordinated
Debentures*
4.2 Form of Certificate of New Junior Subordinated Debenture*
4.3 Certificate of Trust of Progress Capital Trust I*
4.4 Amended and Restated Declaration of Trust of Progress Capital Trust I*
4.5 Form of New Capital Security Certificate for Progress Capital Trust I*
4.6 Form of New Guarantee of the Corporation relating to the New Capital
Securities*
4.7 Registration Rights Agreement*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P. as to
legality of the New Junior Subordinated Debentures and the New
Guarantee to be issued by the Corporation
5.2 Opinion and consent of Richards, Layton & Finger, P.A., as to the
validity of the New Capital Securities to be issued by Progress
Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain
federal income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding
interest on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including
interest on deposits)*
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5.1)
23.2 Consent of Richards, Layton & Finger, P.A., (included in Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the
Corporation (located on the signature page hereto)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Declaration of Trust of Progress Capital Trust I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York under the
New Guarantee for the benefit of the holders of New Capital
Securities of Progress Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
- ------------------------
* Previously filed.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Progress
Financial Corporation certifies that it has reasonable grounds that it meets
all of the requirements for filing on Form S-4 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Whitpain,
Commonwealth of Pennsylvania on the 3rd day of November 1997.
PROGRESS FINANCIAL CORPORATION
BY: /s/ W. Kirk Wycoff
-----------------------------------------
W. Kirk Wycoff
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
/s/ W. KIRK WYCOFF Date: November 3, 1997
- ------------------------------
W. Kirk Wycoff
Chairman, President and Chief Executive
Officer (principal executive officer)
/s/ FREDERICK E. SCHEA Date: November 3, 1997
- ------------------------------
Frederick E. Schea
Senior Vice President and
Chief Financial Officer
(principal financial and
accounting officer)
/s/ WILLIAM O. DAGGETT, JR.* Date: November 3, 1997
- ------------------------------
William O. Daggett, Jr.*
Director
/s/ JOSEPH R. KLINGER* Date: November 3, 1997
- ------------------------------
Joseph R. Klinger*
Director
II-2
<PAGE>
/s/ JOHN E. F. CORSON* Date: November 3, 1997
- ------------------------------
John E. F. Corson*
Director
/s/ DONALD F. U. GOEBERT* Date: November 3, 1997
- ------------------------------
Donald F. U. Goebert*
Director
/s/ PAUL M LANOCE* Date: November 3, 1997
- ------------------------------
Paul M. LaNoce
Director
/s/ WILLIAM L. MUELLER* Date: November 3, 1997
- ------------------------------
William L. Mueller*
Director
/s/ CHARLES J. TORNETTA* Date: November 3, 1997
- ------------------------------
Charles J. Tornetta*
Director
/s/ JANET E. PAROO* Date: November 3, 1997
- ------------------------------
Janet E. Paroo*
Director
/s/ H. WAYNE GRIEST* Date: November 3, 1997
- ------------------------------
H. Wayne Griest*
Director
/s/ A. JOHN MAY, III* Date: November 3, 1997
- ------------------------------
A. John May, III
Director
- ------------------------
* By W. Kirk Wycoff, attorney-in-fact.
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Progress
Capital Trust I certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-4 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Township of Whitpain,
Commonwealth of Pennsylvania, on the 3rd day of November 1997.
PROGRESS CAPITAL TRUST I
By: /s/ W. Kirk Wycoff
--------------------------
W. Kirk Wycoff
Administrative Trustee
By: /s/ Frederick E. Schea
--------------------------
Frederick E. Schea
Administrative Trustee
By: /s/ Eric J. Morgan
--------------------------
Eric J. Morgan
Administrative Trustee
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
4.1 Indenture of the Corporation relating to the Junior Subordinated
Debentures*
4.2 Form of Certificate of New Junior Subordinated Debenture*
4.3 Certificate of Trust of Progress Capital Trust I*
4.4 Amended and Restated Declaration of Trust of Progress Capital Trust I*
4.5 Form of New Capital Security Certificate for Progress Capital Trust I*
4.6 Form of New Guarantee of the Corporation relating to the New Capital
Securities*
4.7 Registration Rights Agreement*
5.1 Opinion and consent of Elias, Matz, Tiernan & Herrick L.L.P. as to
legality of the New Junior Subordinated Debentures and the New
Guarantee to be issued by the Corporation
5.2 Opinion and consent of Richards, Layton & Finger, P.A., as to validly
of the New Capital Securities to be issued by Progress Capital Trust I
8 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. as to certain federal
income tax matters
12.1 Computation of ratio of earnings to fixed charges (excluding interest
on deposits)*
12.2 Computation of ratio of earnings to fixed charges (including interest
on deposits)*
23.1 Consent of Coopers & Lybrand L.L.P.*
23.2 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (included in
Exhibit 5.1)
23.3 Consent of Richards, Layton & Finger, P.A., (included in Exhibit 5.2)
24 Power of Attorney of certain officers and directors of the Corporation
(located on the signature page hereto)*
25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as
trustee under the Declaration of Trust of Progress Capital Trust I*
25.3 Form T-1 Statement of Eligibility of The Bank of New York under the
New Guarantee for the benefit of the holders of New Capital Securities
of Progress Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
- ------------------------
* Previously filed.
<PAGE>
EXHIBIT 5.1
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
November 3, 1997
Board of Directors
Progress Financial Corporation
Four Sentry Parkway
Suite 200
Blue Bell, Pennsylvania 19422
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of $15,000,000 aggregate principal amount of Junior
Subordinated Deferrable Interest Debentures (the "Debt Securities") of
Progress Financial Corporation, a Delaware corporation (the "Corporation"),
$15,000,000 aggregate liquidation amount of Capital Securities (the "Capital
Securities") of Progress Capital Trust I, a business trust created under the
laws of the State of Delaware (the "Issuer"), and the Guarantee with respect
to the Capital Securities (the "Guarantee") to be executed and delivered by
the Corporation for the benefit of the holders from time to time of the
Capital Securities, we, as your counsel, have examined such corporate
records, certificates and other documents, and such questions of law, as we
have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, when:
(i) the Registration Statement relating to the Debt Securities, the
Capital Securities and the Guarantee has become effective under the Act;
(ii) the Guarantee Agreement relating to the Guarantee with respect to
the Capital Securities of the Issuer has been duly executed and delivered;
(iii) the Debt Securities have been duly executed and
authenticated in accordance with the Indenture and issued and delivered as
contemplated in the Registration Statement; and
<PAGE>
Board of Directors
November 3, 1997
Page 2
(iv) the Capital Securities have been duly executed in accordance with
the Amended and Restated Declaration of Trust of the Issuer and issued and
delivered as contemplated in the Registration Statement,
the Debt Securities and the Guarantee relating to the Capital Securities of
the Issuer will constitute valid and legally binding obligations of the
Corporation, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equity principles.
We understand that you have received an opinion regarding the Capital
Securities from Richards, Layton & Finger, P.A., special Delaware counsel for
the Corporation and the Issuer. We are expressing no opinion with respect to
the matters contained in such opinion.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by
us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading
"Validity of New Securities" in the Prospectus. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P
By: /s/Kenneth B. Tabach
------------------------------------
Kenneth B. Tabach, a Partner
<PAGE>
EXHIBIT 5.2
[Letterhead of Richards, Layton & Finger]
November 3, 1997
Progress Capital Trust I
c/o Progress Financial Corporation
Four Sentry Parkway, Suite 200
Blue Bell, Pennsylvania 19422-0764
Re: Progress Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Progress Financial
Corporation, a Delaware corporation (the "Company"), and Progress Capital
Trust I, a Delaware business trust (the "Trust"), in connection with the
matters set forth herein. At your request, this opinion is being furnished
to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as of May 29, 1997 (the
"Certificate"), as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on May 29, 1997;
(b) The Declaration of Trust of the Trust, dated as of May 29, 1997 among
Progress and the trustees of the Trust named therein;
<PAGE>
Progress Capital Trust I
November 3, 1997
Page 2
(c) The Amended and Restated Declaration of Trust of the Trust, dated as
of June 3, 1997 (including Annex I and Exhibits A-1 and A-2) (the
"Declaration"), among Progress, as sponsor, the trustees of the Trust named
therein and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust;
(d) Amendment No. 1 to the Registration Statement on Form S-4 (the
"Registration Statement"), including a preliminary prospectus (the
"Prospectus") relating to the 10.50% Series B Capital Securities of the
Trust, representing undivided beneficial interests in the assets of the Trust
(each, a "Capital Security" and collectively, the "Capital Securities"), as
proposed to be filed by the Company and the Trust with the Securities and
Exchange Commission on or about November 3, 1997; and
(e) A Certificate of Good Standing for the Trust, dated November 3,
1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (e) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies
or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration
constitutes the entire agreement among the parties thereto with respect to
the subject matter thereof, including with respect to the creation, operation
and termination of the Trust, and that the Declaration and the Certificate
are in full force and effect and have not been amended, (ii) except to the
extent provided in paragraph 1 below, the due creation or due organization or
due formation, as the case may be, and valid existence in good standing of
each party to the documents examined by us under the laws of the jurisdiction
<PAGE>
Progress Capital Trust I
November 3, 1997
Page 3
governing its creation, organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to
whom a Capital Security is to be issued by the Trust (collectively, the
"Capital Security Holders") of a Certificate Evidencing Capital Securities of
the Trust and the consideration for the Capital Security acquired by it, in
accordance with the Declaration and the Registration Statement, and (vii)
that the Capital Securities are issued to the Capital Security Holders in
accordance with the Declaration and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered
only with respect to Delaware laws and rules, regulations and orders
thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.
2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that Capital Security
Holders may be obligated to make payments under the Declaration.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Validity of New
Securities" in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category
<PAGE>
Progress Capital Trust I
November 3, 1997
Page 4
of Persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by,
any other Person for any purpose.
Very truly yours,
<PAGE>
EXHIBIT 8
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
November 3, 1997
Board of Directors
Progress Financial Corporation
Four Sentry Parkway
Suite 200
Blue Bell, Pennsylvania 19422
Gentlemen:
As special federal tax counsel to Progress Capital Trust I (the "Issuer")
and Progress Financial Corporation in connection with the exchange offer by
the Issuer of $15,000,000 of its 10.50% Capital Securities pursuant to the
prospectus (the "Prospectus") contained in the Registration Statement for the
Exchange Offer, and assuming the operative documents described in the
Prospectus will be performed in accordance with the terms described therein,
we hereby confirm to you our opinion as set forth under the heading "Certain
Federal Income Tax Consequences" in the Prospectus, subject to the
limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Certain
Federal Income Tax Consequences" in the Prospectus. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P
By: /s/Kenneth B. Tabach
-----------------------------------
Kenneth B. Tabach, a Partner
