<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PROGRESS FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 6711 23-2413363
(STATE OR OTHER JURIS- (PRIMARY STANDARD (I.R.S. EMPLOYER
DICTION OF INCORPORATION INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
OR ORGANIZATION) CODE NO.)
</TABLE>
FOUR SENTRY PARKWAY
SUITE 230
BLUE BELL, PENNSYLVANIA 19422-0764
(610) 825-8800
(Address, including zip code and telephone number, including area code,
of Registrant's principal executive offices)
W. KIRK WYCOFF
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
PROGRESS FINANCIAL CORPORATION
FOUR SENTRY PARKWAY
SUITE 230
BLUE BELL, PENNSYLVANIA 19422-0764
(610) 825-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
RAYMOND A. TIERNAN, ESQ.
JEFFREY D. HAAS, ESQ.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
734 15TH STREET, N.W.
WASHINGTON, D.C. 20005
(202) 347-0300
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF MAXIMUM AMOUNT OF AGGREGATE OFFERING AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1) FEE
<S> <C> <C>
COMMON STOCK, PAR VALUE $1.00 PER SHARE.................................... $ 836,278 $ 246.70
PREFERRED STOCK PURCHASE RIGHTS(2)......................................... N/A N/A
</TABLE>
(1) Pursuant to Rule 457(o) under the Securities Act of 1933, as amended, the
proposed maximum aggregate offering price is estimated solely for purposes
of calculating the registration fee.
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(2) Preferred Stock purchase rights will be distributed without charge with
respect to each share of Common Stock of the Registrant registered hereby.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO THE
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
<PAGE>
Subject to Completion, Dated December , 1997
PROSPECTUS
53,097 SHARES
PROGRESS FINANCIAL CORPORATION
COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of up to 53,097 shares (the "Offered Stock") of Common Stock, par
value $1.00 per share (the "Common Stock"), of Progress Financial Corporation
(the "Company") which may be offered from time to time for the account of the
selling stockholders named herein (the "Selling Stockholders"). The shares of
Offered Stock were issued to the Selling Stockholders in connection with the
Company's acquisition of (i) the minority interest in Progress Realty Advisors,
L.P. ("PRA") and (ii) substantially all of the assets of Atlantic Mortgage &
Investment Co. ("Atlantic"), in each case pursuant to the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. The Company will not
receive any of the proceeds from the sale of shares of Offered Stock by the
Selling Stockholders.
The shares of Offered Stock may be offered and sold from time to time by the
Selling Stockholders directly or through broker-dealers who may act solely as
agents, or who may acquire shares as principals. The distribution of the shares
of Offered Stock may be effected in one or more transactions that may take place
through the Nasdaq Stock Market, including block trades or ordinary broker's
transactions, or through privately-negotiated transactions, or in accordance
with Rule 144 under the Securities Act, or through a combination of any such
method of sale, at market prices or at negotiated prices. Usual and customary or
negotiated brokerage fees or commissions may be paid by the Selling Stockholders
in connection with such sales. The Selling Stockholders and any dealers or
agents that participate in the distribution of the Offered Stock may be deemed
to be "underwriters" within the meaning of the Securities Act, and any profit on
the sale of the Offered Stock by them and any commissions received by any such
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. See "Plan of Distribution."
The Common Stock is traded on the Nasdaq Stock Market's National Market
under the symbol "PFNC." On December 19, 1997, the closing price for the
Common Stock was $15.75 per share.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy material and other information
concerning the Company can be inspected and copied at the office of the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its
regional offices, located at Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act, with respect to the shares of Common Stock offered
hereby. This Prospectus, which constitutes a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement
or the exhibits thereto. For further information, reference is made to such
Registration Statement and exhibits. Statements made in this Prospectus as to
the content of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the Registration Statement, each such statement being qualified in all respects
by such reference, which may be inspected and copied in the manner and at the
sources described above.
The Company is an electronic filer under the EDGAR (Electronic Data
Gathering, Analysis and Retrieval) system maintained by the Commission. The
Commission maintains a Web site (http://www.sec.gov) on the Internet that
contains reports, proxy statements, information statements and other information
filed electronically by the Company with the Commission.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1996; and
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and
September 30, 1997; and
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
made hereby shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein will be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is, or
is deemed to be, incorporated by reference herein modifies or supersedes any
such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any of the foregoing documents incorporated
herein by reference (other than the exhibits to such documents unless such
exhibits are specifically incorporated by reference into such documents).
Written or telephone requests should be directed to Progress Financial
Corporation, Four Sentry Parkway, Suite 230, Blue Bell, Pennsylvania 19422-0764,
Attention: Frederick E. Schea (telephone no. (610) 825-8800).
2
<PAGE>
THE COMPANY
The Company is a Delaware-chartered, registered thrift holding company
headquartered in Blue Bell, Pennsylvania. The Company is the sole stockholder of
Progress Bank (the "Bank"), a federally chartered savings bank, which has been
engaged in the thrift business since 1878. The Company was organized in 1986 in
connection with the reorganization of the Bank into a thrift holding company
structure. The Bank conducts its business through seven full-service offices
located in Montgomery County, one full-service office in Delaware County, one
full-service office in Chester County and one full-service office in the Andorra
section of Philadelphia, in southeastern Pennsylvania. At September 30, 1997,
the Company had total consolidated assets of $436.7 million, total consolidated
liabilities of $398.5 million, including total consolidated deposits of $325.3
million, and total consolidated stockholders' equity of $23.3 million.
The principal business of the Bank consists of attracting deposits from the
general public through its offices and using such deposits to originate loans
secured by first mortgage liens on existing single-family residential real
estate and existing multi-family residential and commercial real estate as well
as the origination of construction loans, commercial business loans (consisting
primarily of loans to small and medium-sized businesses) and various types of
consumer loans. In addition, the Bank offers equipment lease financing through
its wholly owned subsidiary, The Equipment Leasing Company. Commercial real
estate, commercial business, construction lending and lease financing are
considered to involve a higher degree of credit risk when compared to
single-family residential lending.
The Bank also invests in mortgage-backed securities which are insured or
guaranteed by the U.S. Government and agencies thereof and other similar
investments permitted by applicable laws and regulations.
Through direct and indirect subsidiaries, the Company has sought to
diversify its business and provide a full range of services to its customers.
Through Progress Realty Advisors, Inc, the Company conducts commercial mortgage
banking and brokerage services for institutional real estate investors and
lenders as well as real estate owners and developers. Another subsidiary,
Procall Teleservices, Inc., a business telemarketing firm, provides a full range
of teleservices, including customer service, market research and telesales for
businesses and also provides these services to the Bank. In addition, Progress
Capital, Inc. is the corporate general partner of a venture fund which invests
in debt and equity securities of small to mid-sized technology based companies
located in the mid-Atlantic region.
The Company, as a registered thrift holding company, is subject to
examination and regulation by the Office of Thrift Supervision ("OTS") and is
subject to various reporting and other requirements of the Commission. The Bank,
as a federally chartered savings bank, is subject to comprehensive regulation
and examination by the OTS, as its chartering
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<PAGE>
authority and primary regulator, and by the Federal Deposit Insurance
Corporation ("FDIC"), which administers the Savings Association Insurance
Fund, which insures the Bank's deposits to the maximum extent permitted by
law. The Bank is a member of the Federal Home Loan Bank ("FHLB") of
Pittsburgh, which is one of the 12 regional banks which comprise the FHLB
System. The Bank is further subject to regulations of the Board of Governors
of the Federal Reserve System governing reserves required to be maintained
against deposits and certain other matters.
The Company's principal executive offices are located at Four Sentry
Parkway, Suite 230, Blue Bell, Pennsylvania 19422-0764, and its telephone number
is (610) 825-8800.
USE OF PROCEEDS
The Company will not receive any of the proceeds from sales of Offered
Stock. See "Selling Stockholders" for a list of those persons who will receive
the proceeds from such sales.
SELLING STOCKHOLDERS
This Prospectus covers the offer and sale by each of the Selling
Stockholders of the Common Stock issued to them in connection with the Company's
acquisition of (i) the minority interest in PRA and (ii) substantially all of
the assets of Atlantic. The Selling Stockholders received an aggregate of
53,097 shares of Common Stock pursuant to these acquisitions. The Company has
agreed that it will cause to be registered under the Securities Act the resale
of the Common Stock received by the Selling Stockholders.
The table below sets forth each Selling Stockholder's name, the maximum
number of shares of Common Stock offered hereby by such Selling Stockholder and
the number of shares of Common Stock to be held by such Selling Stockholder
after the Offering.
<TABLE>
<CAPTION>
MAXIMUM NUMBER OF
SHARES TO BE SOLD NUMBER OF SHARES
IN OWNED AFTER THE
NAME THE OFFERING OFFERING(1)
- ---------------------------------------------------------------------------- ------------------- -----------------
<S> <C> <C>
Robert A. Jacoby(2)......................................................... 8,155(7)(8) 2,392(10)
H. Wayne Griest(3).......................................................... 8,155(7)(8) 15,584(11)
Francis W. Ashmore(4)....................................................... 4,078(7)(8) 5,479(12)
Joseph F. Lebano(5)......................................................... 888(7)(8) 0
Thomas J. Mueller(6)........................................................ 10,607(9) 0
Russell G. Hanson, Jr.(6)................................................... 10,607(9) 0
R. Bradford Partrea(6)...................................................... 10,607(9) 0
</TABLE>
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<PAGE>
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(1) Because the Selling Stockholders may sell all, some or none of the Shares
offered hereby, there can be no assurance as to the number of Shares which
will be held by each Selling Stockholder upon completion of the Offering.
Even if no Shares are sold, however, no Selling Stockholder would hold one
percent or more of the outstanding Common Stock upon completion of the
Offering (based on the total number of shares of Common Stock held by the
Selling Stockholders as of the date hereof).
(2) Mr. Jacoby formerly served as President and a director of Progress Realty
Advisors, Inc., a subsidiary of the Company.
(3) Mr. Griest serves as a director of the Company and Chairman and Chief
Executive Officer of Progress Realty Advisors, Inc. and Chairman of The
Equipment Leasing Company, both of which are subsidiaries of the Company.
(4) Mr. Ashmore serves as a Vice President of the Bank and Senior Vice President
of Progress Realty Advisors, Inc., subsidiaries of the Company.
(5) Mr. Lebano serves as a Vice President of Progress Realty Advisors, Inc.
(6) Messrs. Mueller, Hanson and Partrea each serve as a Senior Vice President of
Progress Realty Advisors, Inc.
(7) All of such shares are owned jointly with such person's spouse.
(8) Represents the number of shares of Common Stock received by such Selling
Stockholder in connection with the Company's acquisition of the minority
interest in PRA.
(9) Represents the number of shares of Common Stock received by such Selling
Stockholder in connection with the Company's acquisition of substantially
all of the assets of Atlantic.
(10) Includes 231 shares owned jointly with Mr. Jacoby's spouse. Also includes
2,100 shares owned by Jacoby Land and Timber Company, LLC, of which Mr.
Jacoby owns a 33 1/3% interest, and 61 shares held in the Company's employee
stock ownership plan.
(11) Includes 6,895 shares owned jointly with Mr. Griest's spouse. Also includes
189 shares held in the Company's employee stock ownership plan and options
to purchase 7,500 shares which are exercisable within 60 days.
(12) Includes 229 shares held in the Company's employee stock ownership plan and
options to purchase 5,250 shares which are exercisable within 60 days.
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<PAGE>
The Selling Stockholders may sell up to all of the shares of the Common
Stock shown above under the heading "Maximum Number of Shares to be sold in the
Offering" pursuant to this Prospectus in one or more transactions from time to
time as described below under "Plan of Distribution."
DESCRIPTION OF CAPITAL STOCK
The Company is currently authorized to issue up to 6,000,000 shares of
Common Stock, par value $1.00 per share, and 1,000,000 shares of preferred
stock, par value $.01 per share. At September 30, 1997, the Company had
4,010,116 shares of Common Stock issued and outstanding and no shares of
Preferred Stock issued or outstanding. The capital stock of the Company does not
represent or constitute a savings account or deposit of the Company or the Bank
and is not insured by the FDIC or any other governmental agency.
COMMON STOCK
GENERAL. Each share of Common Stock has the same relative rights and is
identical in all respects with each other share of Common Stock. The Common
Stock is not subject to call for redemption and, upon receipt by the Company
of the full purchase price therefor, each share of Common Stock offered
hereby will be fully paid and non-assessable.
VOTING RIGHTS. Except as provided in any resolution or resolutions adopted
by the Board of Directors establishing any series of Preferred Stock, the
holders of Common Stock possess exclusive voting rights in the Company. Each
holder of Common Stock is entitled to one vote for each share held on all
matters voted upon by stockholders. Stockholders are not permitted to cumulate
votes in elections of directors.
DIVIDENDS. The holders of the Common Stock are entitled to such dividends
as may be declared from time to time by the Board of Directors of the Company
out of funds legally available therefor.
PRE-EMPTIVE RIGHTS. Holders of the Common Stock do not have any pre-emptive
rights with respect to any shares which may be issued by the Company in the
future; the Company, therefore, may sell shares of Common Stock without first
offering them to its then-existing stockholders.
LIQUIDATION. In the event of any liquidation, dissolution or winding up of
the Company, the holders of the Common Stock would be entitled to receive, after
payment of all debts and liabilities of the Company, all assets of the Company
available for distribution, subject to the rights of the holders of any
Preferred Stock which may be issued with a priority in liquidation or
dissolution over the holders of the Common Stock.
6
<PAGE>
WARRANTS TO PURCHASE COMMON STOCK
As of September 30, 1997, the Company had Warrants to purchase 315,000
shares of Common Stock outstanding (as adjusted for subsequent stock dividends).
The following is a summary of the material provisions of the Warrants. The
Warrants are not savings accounts or deposits of the Company or the Bank and are
not insured by the FDIC or any other governmental agency.
The Company issued 12 units consisting of subordinated debt and Warrants in
a private placement on June 30, 1994, with each unit consisting of $250,000 of
subordinated debt and Warrants to purchase 26,250 shares of Common Stock (as
adjusted for subsequent stock dividends). Because fractional units were issued,
there are currently 13 holders of the Warrants. Five of the directors and
executive officers of the Company own 125,000 Warrants. The remaining 175,000
Warrants are held by eight individuals or entities.
Each Warrant entitles the holder thereof to purchase one share of the Common
Stock at an exercise price (the "Exercise Price") of $5.71 (as adjusted for
subsequent stock dividends). The Warrants may be exercised, in whole or in part,
until 5:00 p.m., Eastern Time, on June 30, 1999.
The Exercise Price is subject to adjustment upon the occurrence of certain
events, including the issuance of Common Stock as a dividend or distribution on
the Common Stock and subdivisions, combinations and certain reclassifications of
Common Stock. No adjustment in the Exercise Price will be required unless such
adjustment would require a change of at least 1% of the Exercise Price then in
effect; provided, however, that any adjustment that would otherwise be required
to be made shall be carried forward and taken into account in any subsequent
adjustment.
The Warrants do not confer upon the holders thereof any of the rights or
privileges of a stockholder. Accordingly, the Warrants do not entitle holders
thereof to receive any dividends, to vote, to call meetings or to receive any
distribution upon a liquidation of the Company. The Company has authorized and
reserved for issuance a number of shares of Common Stock sufficient to provide
for the exercise of the rights represented by the Warrants. Shares issued upon
exercise of the Warrants will be fully paid and non-assessable. Warrants not
exercised prior to 5:00 p.m., Eastern Time, on June 30, 1999 shall become null
and void.
The Company has filed a registration statement with the Commission with
respect to the shares of Common Stock underlying the Warrants and has agreed to
use its best efforts to maintain the effectiveness of such registration
statement until the earlier to occur of the exercise of all the Warrants or June
30, 1999. In the event that the Company plans to repurchase or bid for shares of
Common Stock, whether on the open market or otherwise, the Company may request
that holders of Warrants that have not previously been sold, if any, suspend or
postpone the distribution thereof for a period of 45 days or more;
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<PAGE>
provided, however, the aggregate amount of days during which the Company can
delay the offering or distribution of the Warrants shall not exceed 90 days
during any 12 month period.
PREFERRED STOCK
The Board of Directors of the Company is authorized to issue Preferred Stock
and to fix and state voting powers, designations, preferences or other special
rights of such shares and the qualifications, limitations and restrictions
thereof. The Preferred Stock may be issued in distinctly designated series, may
be convertible into Common Stock and may rank prior to the Common Stock as to
dividend rights, liquidation preferences, or both.
The authorized but unissued shares of Preferred Stock (as well as the
authorized but unissued and unreserved shares of Common Stock) are available for
issuance in future mergers or acquisitions, in a future public offering or
private placement or for other general corporate purposes. Except as otherwise
required to approve the transaction in which the additional authorized shares of
Preferred Stock would be issued, stockholder approval generally would not be
required for the issuance of these shares. Depending on the circumstances,
however, stockholder approval may be required pursuant to the requirements for
continued listing of the Common Stock on the Nasdaq National Market System or
the requirements of any exchange on which the Common Stock may then be listed.
PREFERRED STOCK PURCHASE RIGHTS
In April 1990, the Company's Board of Directors declared a dividend
distribution of one preferred stock purchase right ("Right") for each
outstanding share of Common Stock (including subsequently issued shares). Each
Right entitles each registered holder, upon the occurrence of certain events, to
purchase from the Company a unit consisting of one one-hundredth of a share (a
"Rights Unit") of Series A Junior Participating Preferred Stock, par value $.01
per share, at a purchase price of $40.00 per Rights Unit (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and American
Stock Transfer and Trust Company, as Rights Agent.
The Rights will separate from the Common Stock and be distributed on a date
("Distribution Date") which will occur upon the earlier of (i) ten business days
following a public announcement that a person or group of affiliated or
associated persons, other than employee benefit plans of the Company (an
"Acquiring Person"), has acquired beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) ten
business days (or such later date as may be determined by action of the Board of
Directors of the Company prior to such time as any person becomes an Acquiring
Person) following the commencement of a tender offer or exchange offer that
would result in a person or group beneficially owning 20% or more of such
outstanding shares of Common Stock.
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<PAGE>
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Rights were
declared will contain a notation incorporating by reference the Rights Agreement
and (iii) the surrender for transfer of any certificate for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. As soon as practicable after the
Distribution Date, separate certificates representing the Rights (the "Rights
Certificates") will be mailed to the holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Rights. The Rights will not be
exercisable until the Distribution Date and will cease to be exercisable at the
close of business on May 11, 2000, unless the Rights are earlier redeemed by the
Company as described below.
Unless the Rights are redeemed earlier pursuant to the Rights Agreement, in
the event that, at any time following the Stock Acquisition Date, (i) the
Company is involved in a merger or other business combination in which the
Company is not the surviving corporation or in which the Common Stock of the
Company is changed into or exchanged for other securities of any other person or
cash or any other property, or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right shall thereafter
have the right to receive, upon exercise and payment of the Purchase Price,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. In addition, unless the Rights are redeemed
pursuant to the Rights Agreement, in the event that any person or group of
affiliated or associated persons becomes an Acquiring Person, the Rights
Agreement provides that proper provision shall be made so that each holder of a
Right will thereafter have the right to receive, upon exercise and payment of
the Purchase Price, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two times the
exercise price of the Right. The events set forth in this paragraph are referred
to in the Rights Agreement as a "Triggering Event." Following the occurrence of
a Triggering Event, any Rights that are, or (under certain circumstances) were,
beneficially owned by any Acquiring Person shall immediately become null and
void.
At any time after a person becomes an Acquiring Person, the Company may
exchange all or part of the Rights (other than Rights which previously have been
voided as set forth above) for shares of Common Stock (an "Exchange") at an
exchange ratio of one share per Right, as such may be appropriately adjusted to
reflect any stock split or similar transaction.
In general, the Company may redeem the Rights in whole, but not in part, at
any time until ten days following the Stock Acquisition Date, at a price of $.01
per Right ("Redemption Price"). Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised or exchanged,
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<PAGE>
the holder thereof, as such, will have no rights as a stockholder of the
Company, including the right to vote or to receive dividends.
Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1 per share but will be entitled to
an aggregate dividend of 100 times the dividend declared per share of Common
Stock. In the event of liquidation, the holders of the Preferred Stock will be
entitled to a preferential liquidation payment equal to the greater of $100 per
share or an aggregate payment of 100 times the payment made per share of Common
Stock. Each share of Preferred Stock will have 100 votes, voting together with
the Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount received per
share of Common Stock.
The Rights may have certain antitakeover effects. The Rights would cause
substantial dilution to a person or group that acquires 20% or more of the
outstanding shares of Common Stock of the Company if a Triggering Event
thereafter occurs without the Rights having been redeemed or in the event of an
Exchange. However, the Rights should not interfere with any merger or other
business combination approved by the Board of Directors because the Rights are
redeemable under certain circumstances.
TRANSFER AGENT
The transfer agent and registrar for the Common Stock and the Warrants is
American Stock Transfer & Trust Company, New York, New York.
PLAN OF DISTRIBUTION
Each of the Selling Stockholders may sell his, her or its shares of Offered
Stock directly or through broker-dealers who may act solely as agents, or who
may acquire shares as principals. The distribution of the shares of Offered
Stock may be effected in one or more transactions that may take place on the
Nasdaq Stock Market, including block trades or ordinary broker's transactions,
or through privately-negotiated transactions, or in accordance with Rule 144
under the Securities Act (or any other applicable exemption from registration
under the Securities Act), through a combination of any such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and customary or
negotiated brokerage fees or commissions may be paid by the Selling Stockholders
in connection with such sales. Sales of the Offered Stock may be effected to
cover previous short sales of Common Stock.
The Selling Stockholders may effect transactions by selling the Offered
Stock directly or through broker-dealers acting either as principal or as agent,
and such broker-dealers may
10
<PAGE>
receive compensation in the form of usual and customary or negotiated
discounts, concessions or commissions from the Selling Stockholders.
The aggregate proceeds to the Selling Stockholders from the sale of the
Offered Stock will be the purchase price of the Offered Stock sold less the
aggregate agents' commissions, if any, and other expenses of issuance and
distribution not borne by the Company. The Selling Stockholders and any dealers
or agents that participate in the distribution of the Offered Stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
profit on the sale of the Offered Stock by them and any commissions received by
any such dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act.
Each Selling Stockholder and any other person participating in a
distribution of the Offered Stock will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including without
limitation Regulation M and Rules 101 through 105 thereunder. Regulation M
governs the activities of persons participating in a distribution of securities
and, consequently, may restrict certain activities of, and limit the timing of
purchases and sales of Offered Stock by, Selling Stockholders and other persons
participating in a distribution of Offered Stock. Furthermore, under Regulation
M, persons engaged in a distribution of securities are prohibited from
simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distribution, subject to exceptions or exemptions. All of
the foregoing may affect the marketability of the securities offered hereby.
LEGAL MATTERS
The validity of the shares of Common Stock being offering hereby will be
passed upon for the Company by the law firm of Elias, Matz, Tiernan & Herrick
L.L.P., Washington, D.C.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Coopers & Lybrand L.L.P., independent
certified public accountants, as stated in their report, which is incorporated
herein by reference, and has been so incorporated in reliance upon the report of
such firm given upon its authority as experts in accounting and auditing.
11
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representation not contained in this Prospectus,
and, if given or made, such information and representation must not be relied
upon as having been authorized by the Company, a Selling Stockholder or any
other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
state to any person to whom it is unlawful to make such offer in such state.
Neither the delivery of this Prospectus nor any sales made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information............................ 1
Incorporation of Certain Documents by
Reference...................................... 2
The Company...................................... 3
Use of Proceeds.................................. 4
Selling Stockholders............................. 4
Description of Capital Stock..................... 6
Plan of Distribution............................. 10
Legal Matters.................................... 11
Experts.......................................... 11
</TABLE>
53,097 SHARES
PROGRESS FINANCIAL CORPORATION
COMMON STOCK
---------------------
PROSPECTUS
---------------------
[ ] , 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee.............. $ 247
Nasdaq listing fees............... 1,062
Legal fees and expenses........... 20,000
Accounting fees and expenses...... 2,000
Miscellaneous expenses............ 1,691
------
Total........................... $25,000
------
------
</TABLE>
- ------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their capacity
as such. The Certificate of Incorporation and Bylaws of the Company provide that
the directors, officers, employees and agents of the Company shall be
indemnified to the full extent permitted by law. Such indemnity shall extend to
expenses, including attorney's fees, judgements, fines and amounts paid in the
settlement, prosecution or defense of the foregoing actions. Section 102(b)(7)
of the DGCL sets forth circumstances under which a director's personal liability
to a corporation or its stockholders for money damages for breach of fiduciary
duty as a director may be eliminated or limited. The Certificate of
Incorporation provides for the limitation of personal liability of directors to
stockholders for monetary damages to the Company or its stockholders for such
director's breach of fiduciary duty as a director of the Company to the full
extent permitted by law.
The Company carries a liability insurance policy for its officers and
directors.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits and financial statement schedules filed as a part of this
Registration Statement are as follows:
(a) List of Exhibits:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT LOCATION
- ------------- ---------------------------------------------- -------------
<S> <C> <C>
3(a) Certificate of Incorporation of the Company (1)
3(b) Bylaws of the Company (2)
4(a) Specimen Common Stock certificate (3)
4(b) Specimen Preferred Stock Purchase Rights Certificate (4)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
regarding legality of securities being registered
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. --
(contained in the opinion included as Exhibit 5
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included in the signature page
to the initial filing of this Registration Statement) --
</TABLE>
- ------------------------
(1) Exhibit is incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987 filed by the Registrant with
the Commission.
(2) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form S-4 (file No. 33-3685) filed with the Commission on March
3, 1986.
(3) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-10160) filed with the Commission on
November 13, 1986.
(4) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form 8-A filed with the Commission on April 30, 1990.
(b) Financial Statement Schedules.
No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Whitpain, Commonwealth of
Pennsylvania on the 19th day of December 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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each of the directors and/or officers
of Progress Financial Corporation whose signature appears below hereby
appoints W. Kirk Wycoff and Frederick E. Schea, and each of them severally,
as his or her attorney-in-fact to sign in his or her name and behalf, in any
and all capacities stated below and to file with the Securities and Exchange
Commission any and all amendments, including post-effective amendments, to
this Registration Statement on Form S-3, making such changes in the
Registration Statement as appropriate, and generally to do all such things in
their behalf in their capacities as directors and/or officers to enable
Progress Financial Corporation to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
/s/ W. KIRK WYCOFF Date: December 19, 1997
-----------------------------------------
W. Kirk Wycoff
Chairman, President and Chief Executive
Officer (principal executive officer)
/s/ FREDERICK E. SCHEA Date: December 19, 1997
-----------------------------------------
Frederick E. Schea
Senior Vice President and Chief Financial
Officer (principal financial and accounting
officer)
II-3
<PAGE>
/s/ WILLIAM O. DAGGETT, JR. Date: December 19, 1997
-----------------------------------------
William O. Daggett, Jr.
Director
/s/ JOSEPH R. KLINGER Date: December 19, 1997
-----------------------------------------
Joseph R. Klinger
Director
/s/ JOHN E. F. CORSON Date: December 19, 1997
-----------------------------------------
John E. F. Corson
Director
/s/ DONALD F. U. GOEBERT Date: December 19, 1997
-----------------------------------------
Donald F. U. Goebert
Director
/s/ PAUL M. LANOCE Date: December 19, 1997
-----------------------------------------
Paul M. LaNoce
Director
Date: December 19, 1997
-----------------------------------------
William L. Mueller
Director
/s/ CHARLES J. TORNETTA Date: December 19, 1997
-----------------------------------------
Charles J. Tornetta
Director
/s/ JANET E. PAROO Date: December 19, 1997
-----------------------------------------
Janet E. Paroo
Director
II-4
<PAGE>
/s/ H. WAYNE GRIEST Date: December 19, 1997
-----------------------------------------
H. Wayne Griest
Director
/s/ A. JOHN MAY, III Date: December 19, 1997
-----------------------------------------
A. John May, III
Director
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT LOCATION
- ------------- ---------------------------------------------- -------------
<S> <C> <C>
3(a) Certificate of Incorporation of the Company (1)
3(b) Bylaws of the Company (2)
4(a) Specimen Common Stock certificate (3)
4(b) Specimen Preferred Stock Purchase Rights Certificate (4)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
regarding legality of securities being registered
23(a) Consent of Elias, Matz, Tiernan & Herrick L.L.P. --
(contained in the opinion included as Exhibit 5
23(b) Consent of Coopers & Lybrand L.L.P.
24 Powers of Attorney (included in the signature page
to the initial filing of this Registration Statement) --
</TABLE>
- ------------------------
(1) Exhibit is incorporated by reference to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987 filed by the Registrant with
the Commission.
(2) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form S-4 (file No. 33-3685) filed with the Commission on March
3, 1986.
(3) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form S-8 (File No. 33-10160) filed with the Commission on
November 13, 1986.
(4) Exhibit is incorporated by reference to the Registrant's Registration
Statement on Form 8-A filed with the Commission on April 30, 1990.
<PAGE>
EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
December 23, 1997
Board of Directors
Progress Financial Corporation
Four Sentry Parkway
Suite 230
Blue Bell, Pennsylvania 19422-0764
Re: Registration Statement on Form S-3
53,097 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Progress Financial Corporation (the
"Company") in connection with the preparation and filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") which registers 53,097 shares of the Company's common
stock, $1.00 par value per share (the "Shares"), for resale by certain
stockholders of the Company who acquired the Shares pursuant to an exemption
from the registration requirements contained in Section 5 of the Securities Act
in connection with the Company's acquisition of (i) the minority interest in
Progress Realty Advisors, L.P. ("PRA") pursuant to a Purchase and Sale
Agreement, dated as of October 15, 1997, by and among the Company, JAG Financial
Services, L.P. and Progress Realty Advisors, Inc. and (ii) substantially all of
the assets of Atlantic Mortgage & Investment Co. ("Atlantic") pursuant to an
Asset Purchase Agreement, dated as of December 22, 1997, by and among Progress
Realty Advisors, Inc., Atlantic, Thomas J. Mueller, R. Bradford Partrea and
Russell G. Hanson, Jr. As such counsel, we have made such legal and factual
examinations and inquiries as we deemed advisable for the purpose of rendering
this opinion.
Based upon the foregoing, it is our opinion that the Shares have been
legally issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
BY: /S/ Jeffrey D. Haas
--------------------
Jeffrey D. Haas, a Partner
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Progress Financial Corporation on Form S-3 of our report dated
January 22, 1997, on our audits of the consolidated financial statements as
of December 31, 1996 and 1995, and for the years ended December 31, 1996,
1995 and 1994, which report is incorporated by reference in the Annual Report
on Form 10-K. We also consent to the reference to our firm under the caption
"Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
December 22, 1997
