PROGRESS FINANCIAL CORP
8-K, 2000-08-28
STATE COMMERCIAL BANKS
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                       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



                                  July 28, 2000

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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, ormer address and former fiscal year if changed since last report)
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                         Exhibit Index appears on page 4

<PAGE>


Item 5.           Other Events

     On July 28, 2000, Progress Financial  Corporation announced the issuance of
6,000 shares of Trust Preferred  Securities.  For further  information,  see the
press release attached as Exhibit 99(a) and 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 28, 2000                 By:      /s/ Michael B. High
                                                 ----------------------------
                                                  Michael B. High
                                                  Executive Vice President and
                                                  Chief Financial Officer


<PAGE>




                                  EXHIBIT INDEX

     Exhibit Number                                 Description

       99(a)                        Press Release on issuance of Trust Preferred
                                    Securities issued July 26, 2000.




<PAGE>


















                                  Exhibit 99(a)

              Press Release issuance of Trust Preferred Securities
                             issued on July 28, 2000

<PAGE>


                                                                 Exhibit 99(a)


Contact: Michael B. High
         Executive Vice President/CFO

         (610) 825-8800

FOR IMMEDIATE RELEASE

       Progress Financial Corporation Announces Offering Of $6 Million Of
                       11.445% Trust Preferred Securities

     Blue Bell,  Pennsylvania (July 28, 2000):  Progress  Financial  Corporation
(the  "Company")  (Nasdaq - PFNC),  the holding  company for Progress  Bank (the
"Bank"),  announced  today the issuance of 6,000  shares,  or $6.0  million,  of
11.445% Trust Preferred Securities, $1,000 liquidation amount per security, in a
private  offering  managed by First Union  Securities,  Inc. The Trust Preferred
Securities  represent undivided  beneficial  interests in Progress Capital Trust
II,  which was  established  by the Company for the purpose of issuing the Trust
Preferred   Securities.   The   Trust   Preferred   Securities   are  fully  and
unconditionally  guaranteed  by the Company.  Net proceeds  from the sale of the
securities  will be used  for  general  corporate  purposes,  including  but not
limited  to,  capital  contributions  to the  Bank to fund  its  growth  and for
repurchases of the Company's  common stock under its existing  stock  repurchase
program.  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  sixteen  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  planning  services and  investments  through  Progress
Financial  Resources,  Inc.,  headquartered in Philadelphia,  Pennsylvania;  and
asset based lending through Progress Business Credit.  In addition,  the Company
also  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; and Raleigh, North
Carolina.  The Company also conducts  construction  and  development of assisted
living communities  through Progress  Development  Corporation;  venture capital
activities  managed by Progress  Capital  Management,  Inc.;  and  financial and
operational  management  consulting  services for commercial clients through KMR
Management,  Inc.  located in Willow Grove,  Pennsylvania.  The Company's common
stock is traded on the Nasdaq  Stock  Market,  National  Market under the Symbol
"PFNC".

                                      ####



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