Registration No.333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
PROGRESS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-2413363
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
Four Sentry Parkway, Suite 200, Blue Bell, Pennsylvania 19422
(Address of principal executive offices) (Zip Code)
PROGRESS FINANCIAL CORPORATION
RESTRICTED STOCK AWARD PLAN
(Full title of the plan)
W. Kirk Wycoff
President and Chief Executive Officer
Progress Financial Corporation
Four Sentry Parkway, Suite 200
Blue Bell, Pennsylvania 19422
(Name and address of agent for service)
(610) 825-8800
(Telephone number, including area code, of agent for service)
Copies to:
Bruce R. Lesser, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
350 Sentry Parkway, Building 640
Blue Bell, Pennsylvania 19422
(215) 238-0600
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
- -------------- ------------- --------------- -------------- ------------
Common Stock,
$1.00 par value 77,500 shares $14.625 $1,133,437.50 $315.10
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement also covers such additional securities as
may hereafter be offered or issued pursuant to the Registrant's
Restricted Stock Award Plan (the "Plan") to prevent dilution resulting
from stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and 457(h)(1) under the Securities Act
of 1933, as amended (the "Securities Act"), based on the average of
the high and low prices for the Common Stock, $1.00 par value, of the
Registrant (the "Common Stock") as quoted on The Nasdaq National
Market of the Nasdaq Stock Market, Inc. on February 8, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Progress Financial
Corporation (the "Registrant" or the "Company") with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997.
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.
3. The Registrant's Current Reports on Form 8-K, filed with
the Commission on January 27, 1998 and April 28, 1998.
4. The description of the Common Stock contained in the
Company's Registration Statement
on Form S-1 (Commission File No. 33-59218).
All documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of any such document.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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, judgments, 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 of the Company 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No.
4 Progress Financial Corporation Restricted Stock
Award Plan.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of PricewaterhouseCoopers, LLP, independent
accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in
Part II of the Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii)To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Blue Bell, Pennsylvania, on this 11th day of
February, 1999.
PROGRESS FINANCIAL CORPORATION
By:/s/ W. Kirk Wycoff
Name: W. Kirk Wycoff
Title: President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints W. Kirk Wycoff the
undersigned's true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement (including, without limitation, post-effective
amendments to this Registration Statement), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Name Title Date
/s/ W. Kirk Wycoff Director,President February 11, 1999
- ------------------------ Chief Executive
W. Kirk Wycoff Officer (Principal
Executive Officer
Name Title Date
/s/ Michael B. High Senior Vice President February 11, 1999
- ----------------------------- and Chief Financial
Michael B. High Officer (Principal
Financial and
Accounting Officer)
/s/ John E. F. Corson Director February 11, 1999
- -----------------------------
John E. F. Corson
/s/ William O. Daggett, Jr. Director February 11, 1999
- -----------------------------
William O. Daggett, Jr.
/s/ H. Wayne Greist Director February 11, 1999
- -----------------------------
H. Wayne Greist
__________________________ Director
Joseph R. Klinger
/s/ Paul M. LaNoce Director February 11, 1999
- -----------------------------
Paul M. LaNoce
/s/ A. John May, III Director February 11, 1999
- -----------------------------
A. John May, III
<PAGE>
Name Title Date
/s/ William L. Mueller Director February 11, 1999
- -----------------------------
William L. Mueller
/s/ Janet E. Paroo Director February 11, 1999
- -----------------------------
Janet E. Paroo
/s/ Charles J. Tornetta Director February 11, 1999
- ------------------------------
Charles J. Tornetta
<PAGE>
PROGRESS FINANCIAL CORPORATION
RESTRICTED STOCK AWARD PLAN
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
Exhibit No. Document
4 Progress Financial Corporation Restricted Stock Award Plan.
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of PricewaterhouseCoopers, LLP, independent accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in
Part II of the Registration Statement).
Exhibit 4
PROGRESS FINANCIAL CORPORATION
RESTRICTED STOCK AWARD PLAN
As Adopted by the Board of Directors
Effective as of February 17, 1999
1. Purpose. Progress Financial Corporation, a Delaware
corporation (the "Company"), hereby adopts, by action of its Board of Directors
(the "Board"), the Progress Financial Corporation Restricted Stock Award Plan
(the "Plan"). The Plan is intended provide equity based compensation to certain
employees of Progress Financial Resources, Inc., a Delaware Corporation (the
"Subsidiary"), a wholly owned subsidiary of the Company, in connection with
providing such employees (who were not previously employees of either the
Subsidiary or of the Company) with an incentive and inducement to agree to work
for the Subsidiary, and to provide such employees with an incentive to remain as
employees of the Subsidiary and to devote themselves to the future success of
both the Subsidiary and the Company, by providing such employees with an
opportunity to acquire a proprietary interest in the Company through the
transfer or issuance of the Company's Common Stock, par value $1.00 per share
(the "Common Stock"), subject to certain conditions and restrictions.
2.Definitions.Unless the context clearly indicates otherwise,
the following terms shall have the following meanings:
"Award" shall mean a transfer of Shares made pursuant to the
terms of the Plan.
"Award Agreement" shall mean the agreement between the Company
and a Grantee with respect to an Award made pursuant to the Plan.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" shall have the meaning set forth in Section 3 of
the Plan.
"Company" means Progress Financial Corporation, a Delaware
corporation.
"Compensation Plan and Agreement" means that certain
Compensation Plan and Agreement, dated November 5, 1998, by and among the
Company, the Subsidiary, Adam Sherman, Don Antonacio, Dave Fleisher, Sam Jacobs
and Andy McIlhenny, as amended.
"Disability" shall have the meaning set forth in Section
22(e)(3) of the Code.
"Employee" means an employee of the Subsidiary.
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"Grantee" shall mean a person to whom an Award has been
granted pursuant to the Plan.
"Management Unit" shall mean Adam Sherman, Sam Jacobs, Don
Antonacio, Dave Fleisher and Andy McIlhenny.
"Share" means a share of Common Stock granted pursuant to an
Award under the Plan. Shares granted under the Plan may be issued from
authorized and unissued Common Stock or Common Stock held in or hereafter
acquired for the treasury of the Company.
3. Administration of the Plan. The Board shall administer the
Plan; provided, however, that the Board may delegate all or a portion of its
responsibilities with respect to the Plan to a committee or committees composed
of its designees to operate and administer the Plan with respect to all or a
designated portion of the participants. Any such committee designated by the
Board, or the Board itself in its administrative capacity with respect to the
Plan, is referred to as the "Committee."
(a)Meetings.The Committee shall hold meetings at such
times and places as it may determine, shall keep minutes of its meetings, and
shall adopt,amend and revoke such rules or procedures as it may deem proper;
provided, however, that it may take action only upon the agreement of a majority
of the whole Committee. Any action which the Committee shall take through a
written instrument signed by a majority of its members shall be as effective as
though it had been taken at a meeting duly called and held.
(b) Exculpation. No member of the Board or the
Committee shall be personally liable for monetary damages for any action taken
or any failure to take any action in connection with the administration
of the Plan or the granting of Awards under the Plan, provided that this
Subsection 3(b) shall not apply to (i) any breach of such member's duty of
loyalty to the Company, the Subsidiary, or the Company's stockholders,
ii) acts or omissions not in good faith or involving intentional misconduct or
a knowing violation of law,(iii)acts or omissions that would result in liability
under applicable law, and (iv)any transaction from which the member derived an
improper personal benefit.
(c) Indemnification.Each member of the Committee
shall be entitled, without further act on his part, to indemnity from the
Company and limitation of liability to the fullest extent provided by applicable
law and by the Company's Certificate of Incorporation and/or By-laws in
connection with or arising out of any action, suit or proceeding with respect
to the administration of the Plan or the granting of any Award thereunder in
which he or she may be involved by reason of his or her being or having been a
member of the Committee, whether or not he or she continues to be such member of
the Committee at the time of the action, suit or proceeding.
2
<PAGE>
(d)Interpretation. The Committee shall have the power
and authority to interpret the Plan and to adopt rules and regulations for its
administration that are not inconsistent with the express terms of the Plan. Any
such actions by the Committee shall be final, binding and conclusive on all
parties in interest.
4.Shares Subject to Plan.77,500 Shares shall be available, in
the aggregate, for all grants made under the Plan. In the event any Shares are
forfeited by a Grantee, such Shares shall be available for subsequent grants
consistent with the terms of the Plan.
5. Term of the Plan. The Plan is effective as of February 9,
1999, the date as of which it was adopted by the Company (the "Effective Date"),
and shall continue in effect until the tenth anniversary of the Effective Date,
unless sooner terminated by the Company or by the Committee. Termination of the
Plan shall not affect any Awards previously granted and such Awards shall remain
valid and in effect until they have fully vested, are surrendered or are
forfeited. Notwithstanding anything contained herein to the contrary, in the
event the Compensation Plan and Agreement is terminated due to a failure of
conditions precedent to be satisfied by January 20, 1999, the Plan shall be
terminated on such date, and any Awards made under the Plan shall be null and
void.
6. Terms and Conditions of Awards. Awards granted pursuant to
the Plan shall be evidenced by written Award Agreements in such form as the
Committee shall from time to time approve, which Award Agreements shall comply
with and be subject to the following terms and conditions and such other terms
and conditions which the Committee shall from time to time require which are not
inconsistent with the terms of the Plan and of the Compensation Plan and
Agreement.
(a)Number of Shares.Each Award Agreement shall state
the number of Shares to which it pertains. Awards shall be granted to Employees
as provided in the Compensation Plan and Agreement.
(b)Purchase Price. No purchase price shall be
applicable to the Awards granted hereunder.
(c)Grant.Stock certificates evidencing Shares granted
pursuant to an Award shall be issued in the sole name of the Grantee. The
Committee may require an acknowledgment by the Grantee of the restrictions
on sale or other disposition of the shares granted pursuant to the Award, and an
acknowledgment of such other terms or conditions and of any limitations or
requirements that may be imposed under applicable law.
(d)Restrictions and Forfeiture. Except as may be
otherwise provided, at the Committee's discretion, in an Award Agreement or as
set forth in a Grantee's employment agreement: Shares granted pursuant to an
Award under the Plan may not be sold, transferred or otherwise disposed of
prior to the vesting date; and Shares that have not vested shall be immediately
forfeited to the Company upon the Grantee's termination of employment with the
Subsidiary.Any such Shares that have been forfeited by a Grantee shall, however,
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<PAGE>
not be immediately forfeited, but rather shall be reallocated, in the event
that within five days after such termination the Management Unit has requested
in writing that such Shares be reallocated to another employee or employees of
the Subsidiary as directed in the writing and the Committee consents to such
reallocation (which consent may be withheld in the sole discretion of the
Committee). If Shares have been transferred to the Grantee, the Grantee shall be
required to surrender and deliver to the Company the certificates evidencing
those Shares that have not vested as of the date such Grantee terminates
employment. The Committee, in its discretion, may defer the transfer of
certificates for Shares until such time as the Shares are vested. Cash dividend
distributions made with respect to Shares shall be distributed to the Grantee of
such Shares whether or not vested. Other distributions shall be subject to the
same restrictions and conditions as are applicable to the Shares and any such
distributions may, at the discretion of the Committee, be held in escrow until
the Shares on which the distribution was made become vested. Stock certificates
evidencing Shares shall bear a legend to the effect that the Common Stock
evidenced thereby is subject to conveyance to the Company in accordance with the
terms applicable to such Shares under an Award made pursuant to the Plan and
that the Shares may not be sold, transferred or otherwise disposed of.
(e)Vesting and Lapse of Restrictions.Except as may be
otherwise provided, at the Committee's discretion, in an Award Agreement or as
set forth in a Grantee's employment agreement, the Shares granted to a Grantee
pursuant to an Award shall vest, shall become nonforfeitable and shall cease to
be subject to the restrictions on transfer or other disposition in five
equal annual installments, with the first installment becoming vested on
the first anniversary of the later of the date of grant or the date of the
Grantee's commencement of employment with the Company, and with each of the
remaining four annual installments becoming vested on the second through
the fifth anniversaries of such date. Once Shares have become vested, the
Company shall cause certificates without the legend referring to the applicable
restrictions and forfeiture of the Shares (but with any other legends
that may be appropriate) evidencing the Shares covered by the Award to be
issued to the Grantee upon the Grantee's request and, if applicable, upon
the Grantee's surrender to the Company of the legended certificates previously
issued for such Shares.
(f)Rights as Stockholder. Upon the grant of an Award,
the Grantee shall have all of the rights of a stockholder with respect to the
Shares covered thereby, including the right to vote the Shares and receive all
dividends and other distributions paid or made with respect thereto, except
to the extent otherwise provided herein or in the Award Agreement.
7. Adjustments for Capital Changes. The aggregate number of
shares of Common Stock available for issuance under this Plan and the number of
Shares granted to the Grantee shall be proportionally adjusted for any increase
or decrease in the total number of outstanding shares of Common Stock issued
subsequent to the effective date of this Plan resulting from a split,
subdivision or consolidation of shares or any other capital adjustment, the
payment of a stock dividend, or other increase or decrease in such shares
effected without receipt or payment of consideration by the Company. If, upon a
merger, consolidation, reorganization, liquidation, recapitalization or the like
of the Company, the shares of the Company's Common Stock shall be exchanged for
other securities of the Company or of another corporation, each
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<PAGE>
recipient of an Award shall be entitled, subject to the conditions herein
stated, to acquire such amount of other securities of the Company or such other
corporation as were exchangeable for the number of shares of Common Stock of the
Company which such Grantees would have been entitled to acquire except for such
action.
8. Amendment of the Plan. The Board of Directors of the
Company may amend the Plan from time to time in such manner as it may deem
advisable. No amendment to the Plan shall, however, adversely affect any
outstanding Award without the consent of the Grantee.
9. No Commitment to Retain. The grant of an Award pursuant to
the Plan shall not be construed to imply or to constitute evidence of any
agreement, express or implied, on the part of the Company or any Affiliate to
retain the Grantee as an employee of the Subsidiary or in any other capacity.
10. Withholding of Taxes. In connection with any event
relating to an Award, the Company shall have the right to require the recipient
to remit or otherwise make available to the Company an amount sufficient to
satisfy any federal, state and/or local withholding tax requirements prior to
the delivery or transfer of any certificate or certificates for such Shares. The
Company's obligations under the Plan shall be conditioned on the Grantee's
compliance, to the Company's satisfaction, with any withholding requirement.
11. Governing Law.This Plan shall be construed under the laws
of the State of Delaware.
5
Exhibit 5
Law Offices
Wolf, Block, Schorr and Solis-Cohen LLP
Twelfth Floor Packard Building
111 South 15th Street
Philadelphia, PA 19102
(215) 977-2700
Facsimile (215-977-2334
February 11, 1999
Progress Financial Corporation
Four Sentry Parkway
Suite 200
Blue Bell, Pennsylvania 19422
RE: Progress Financial Corporation
Registration Statement on Form S-8
----------------------------------
Gentlemen:
As counsel to Progress Financial Corporation, a Delaware
corporation (the "Company"), we have assisted in the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 77,500 shares of the Company's Common Stock, $1.00 par
value (the "Common Stock"), that may be issued under the Company's Restricted
Stock Award Plan (the "Plan").
In this connection, we have examined the Company's Certificate
of Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuances of the Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of
Common Stock offered and to be offered under the Plan are duly authorized and,
when issued and sold pursuant to the terms of the Plan, will be legally issued,
fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion
as an exhibit to the Registration Statement. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations thereunder.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
Exhibit 23
PricewaterhouseCoopers
2400 Eleven Penn Center
Philadelphia PA 19103
Telephone (215) 963 8000
Facsimile (215) 963 8700
Direct phone (410) 783-8832
Direct fax (410) 783-7612
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 of Progress Financial Corporation related to the Progress Financial
Restricted Stock Award Plan of our report dated January 22, 1998, on our audits
of the consolidated financial statements of Progress Financial Corporation as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, which report is included in the Progress Financial
Corporation's 1997 Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
February 12, 1999
