<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Progress Financial Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
743266108
- --------------------------------------------------------------------------------
(CUSIP Number)
Sandler O'Neill & Partners Corp., Two World Trade Center -- 104th Floor
New York, NY 10048 Attn: May F. Della Pietra (212) 466-7800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- --------------------------------------------------------------------------------
(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 6 pages
No exhibits are filed herewith.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 743266108 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 250,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
250,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
This Amendment No. 4 to Schedule 13D relating to Progress Financial
Corporation is being filed on behalf of the undersigned to further amend the
Schedule 13D filed by 1993 SOP Partners, L.P. dated July 28, 1993, as
previously amended (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 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:
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
Thomas W. Killian(1) 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
Kenneth F. Puglisi(1) Director and Vice President
Christopher Quackenbush Director and Vice President
Adam M. Rosmarin(1) Director and Vice President
Frank G. Salvaterra(1) 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
- ---------------------
(1) SOP Corp. only.
Page 3 of 6
<PAGE> 4
(b) The address of the principal offices of each of SOP Corp., Sandler O'Neill,
TWCC and 1993 SOP Partners is Two World Trade 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 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 March 7, 1997, 1993 SOP Partners beneficially owned an
aggregate of 250,000 shares of the Common Stock, consisting of 200,000 shares
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 3,775,748 shares of Common Stock outstanding as of March 7, 1997,
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.
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 March 7,
1997, Sandler O'Neill did not own any shares of Common Stock in its trading
account. Sole voting and dispositive power over shares held in Sandler O'Neill's
trading account is vested in Sandler O'Neill.
Accordingly, as of March 7, 1997, SOP Corp. may be deemed to
beneficially own an aggregate of 250,000 shares of Common Stock, representing
6.6% of the outstanding Common Stock.
Page 4 of 6
<PAGE> 5
At March 7, 1997, T. Joseph Longino, Jr. beneficially owned 5,000
shares of Common Stock, representing 0.1% of the outstanding Common Stock. Mr.
Longino shares voting and dispositive power over such shares with his wife.
At March 7, 1997, Kenneth F. Puglisi beneficially owned 4,000 shares of
Common Stock, representing 0.1% of the outstanding Common Stock. Mr. Puglisi has
sole voting and dispositive power over such shares.
At March 7, 1997, John B. Thompson II beneficially owned 5,000 shares
of Common Stock, representing 0.1% 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 March 7, 1997, 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:
Since the date of the most recently filed amendment to this Schedule
13D, Sandler O'Neill effected the following transactions in the Common Stock in
its investment account in open market transactions: on August 7, 1996, 15,000
shares were sold at a price of $6.00 per share and on August 15, 1996, 30,000
shares were sold at a price of $6.00 per share.
On October 9, 1996, Mr. Longino purchased 5,000 shares of the Common
Stock in an open market transaction at a purchase price of $7.625 per share.
On November 1, 1996, Mr. Puglisi purchased 4,000 shares of the Common
Stock in an open market transaction at a purchase price of $7.75 per share.
Since the date of the most recently filed amendment to this Schedule
13D, except as noted above and except for transactions in the ordinary course of
business in Sandler O'Neill's trading account, 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 5 of 6
<PAGE> 6
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: March 7, 1997
SANDLER O'NEILL & PARTNERS CORP.
By:/s/ Catherine A. Lawton
-----------------------------
Catherine A. Lawton
Vice President
Page 6 of 6
