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
August 26, 1999
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(Date of earliest event reported)
Progress Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-14815 25-2413363
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(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identified No.)
4 Sentry Parkway, Suite 230, Blue Bell, Pennsylvania 19422-0764
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(Address of principal executive offices) (Zip Code)
(610)-825-8800
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name,former address and former fiscal year,if changed since last report)
Exhibit Index appears on page 4.
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Item 5. Other Events
On August 26, 1999, Progress Financial Corporation issued a press release
announcing a warrant position in Internet Capital Group, Inc. (ICG), US
Interactive, Inc. and Ravisent Technologies, Inc. For additional information,
reference is made to the Press Release, dated August 26, 1999, which is attached
hereto as Exhibit 99(a) and is incorporated herein by reference.
<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: August 31, 1999 By: /s/ Michael B. High
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Michael B. High
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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99(a) Press Release on Holdings of Warrants issued
on August 26, 1999
<PAGE>
Exhibit 99(a)
Press Release on issued on August 26, 1999
<PAGE>
Exhibit 99(a)
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, August 25, 1999 - Progress Financial Corporation (the
"Company") reported today that two companies in which it holds warrants to
purchase shares of common stock have completed initial public offerings. 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.
Internet Capital Group, Inc., (ICG) a business-to-business e-commerce
company went public at an initial offering price of $12.00 per share of common
stock on August 4, 1999. The trading of this stock, like many
business-to-business e-commerce companies, is very volatile. The closing price
of a share of Internet Capital Group, Inc. common stock has ranged between
$24.44 and $54.0625 since its initial public offering.
The Company provided a line of credit and received warrants to purchase
12,750 shares of common stock of ICG, with an exercise price of $10.00, and an
expiration of seven years, from date of issuance. The Company also owns 20,833
shares of common stock and warrants of ICG to purchase 4,167 shares of common
stock at an exercise price of $12.00 which it acquired through an investment in
a convertible note of ICG made by its venture capital subsidiary. The Company's
carrying cost of this investment is $250,000. 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 or convertible note for a period of
180 days from August 4, 1999. At August 24, 1999, the closing sales
price of a share of common stock of ICG on the Nasdaq Stock market was $54.0625.
US Interactive, Inc., an internet professional services firm, went public
at an initial offering price of $10.00 per share of common stock on August 9,
1999. The trading of this stock, like many internet companies, is very volatile.
The closing price of a share of US Interactive, Inc. common stock has ranged
between $10.00 and $14.50 since its initial public offering.
The Company provided a line of credit and term loan and received warrants
to purchase 52,500 shares of common stock of US Interactive, Inc. with an
exercise price of $3.50 and an expiration of ten years from the date of
issuance. 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 August 9, 1999. At August 24, 1999, the
closing sales price of a share of common stock of US Interactive, Inc. on the
Nasdaq Stock market was $13.75.
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 continues to realize client warrant income from loans
originated by the Specialized Lending Division and this portfolio has grown
significantly in the last two years. Out 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-two 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 Capital Fund, a mezzanine debt fund, which has also
invested in ICG along with eleven 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 thirteen 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 Timionium,
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.; construction and development of assisted
living communities through Progress Development Corp. and venture capital
activities managed by Progress Capital Management, Inc. The Company's common
stock is traded on the Nasdaq Stock Market, National Market under the Symbol
"PFNC."
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