SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 26, 1999
(Date of earliest event reported)
Progress Financial Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-14815 23-2413363
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4 Sentry Parkway, Suite 200, Blue Bell, Pennsylvania 19422-0764
(Address of principal executive offices) (Zip Code)
(610) 825-8800
(Registrant's telephone number, including area code)
Not Applicable
(Former name,former address and former fiscal year,if changed since last report)
Item 5. Other Events
On March 26, 1999, Progress Financial Corporation issued a press
release announcing a warrant position in VerticalNet, Inc. For additional
information, reference is made to the press Release, dated March 26, 1999, which
is attached hereto as Exhibit 99(a) and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) 99(a) Press Release dated March 26, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PROGRESS FINANCIAL CORPORATION
Dated: March 26, 1999 By: /s/ Michael B. High
--------------------------------------------
Michael B. High
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
99(a) Press Release issued on March 26, 1999
<PAGE>
Exhibit 99(a)
Press Released issued on March 26, 1999
<PAGE>
NEWS RELEASE
Contact: Michael B. High -- (610) 941-4804
Chief Financial Officer
Progress Financial Corporation
4 Sentry Parkway - Suite 200
Blue Bell, PA 19422
Progress Financial Corporation Reports Holdings of Warrants
For immediate release:
Blue Bell, PA, March 26, 1999 -- Progress Financial Corporation (the "Company")
reported today that a company in which it holds warrants to purchase shares of
common stock, has completed an initial public offering. The warrants were
obtained through the Company's Specialized Lending Division which provides
customized financial services to leading-edge companies in technology, health
care and insurance. VerticalNet, an internet company, went public at an initial
offering price of $16 per share of common stock in February 1999. The trading of
this stock, like many internet companies, is very volatile. The closing price of
a share of VerticalNet common stock has ranged between $35 and $108.50 since its
initial public offering.
The Company provided a line of credit and received warrants to purchase
49,962 shares of common stock of VerticalNet, with a weighted average exercise
price of $5.58 and an expiration date of November 30, 2008. The Company is
prohibited from selling or otherwise disposing of the warrants or any shares of
common stock received from the exercise of such warrants for a period of 180
days from February 11, 1999. At March 25, 1999, the closing sales price of a
share of common stock of VerticalNet on the Nasdaq Stock Market was $108.50.
The Company has deferred recognition of the fair value of the warrants
pending the expiration of the above described limitations which preclude their
ready conversion to cash. At the expiration of this limitation, the warrants
will be recorded at fair market value as an adjustment to current earnings in
accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities."
"The Company has begun to realize the potential of gains from warrants
on loans originated by the Specialized Lending Division and this portfolio has
grown significantly in the last two years. Our commitment to early stage,
venture backed companies continues to be one of our unique niches that make our
Company different and relevant compared to our industry," said W. Kirk Wycoff,
Chairman and Chief Executive Officer of Progress Financial Corporation. The
current Specialized Lending portfolio contains warrant positions in twenty
different companies. The number of warrants in each company ranges between 5,000
and 375,000. The companies are primarily in the technology and healthcare
industries and exhibit significant growth potential. The Company also is an
investor in the Ben Franklin/Progress Fund, a mezzanine debt fund, which has
invested in nine additional opportunities.
Progress Financial Corporation is a unitary thrift holding company
headquartered in Blue Bell, Pennsylvania. The business of the Company consists
primarily of the operation of Progress Bank, which serves businesses and
consumers through eleven full service offices. The Company also offers a
diversified array of financial services including equipment leasing through
Progress Leasing Company, with offices in Blue Bell, Pennsylvania and Timonium,
Maryland, and financial services and investments through Progress Financial
Resources, Inc., headquartered in Philadelphia, Pennsylvania. In addition, the
Company conducts commercial mortgage banking and brokerage services through
Progress Realty Advisors, Inc. with locations in Blue Bell, Pennsylvania;
Richmond and Chesapeake, Virginia; Woodbridge, New Jersey; Wilmington, Delaware
and Raleigh, North Carolina; as well as business-to-business telemarketing
through Procall Teleservices, Inc. and construction and development of assisted
living communities through Progress Development Corp. The Company's common stock
is traded on the Nasdaq Stock Market, National Market under the Symbol "PFNC."
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