-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NUm3cHQgItrGDCNYvu7qWa8ZWmoiL5pyO3JgJ3to7eWkfK/jQBMeLlYyA8XeD8+9 bv9AY1ftr7a3fUANaOEtJQ== 0000950123-97-002058.txt : 19970311 0000950123-97-002058.hdr.sgml : 19970311 ACCESSION NUMBER: 0000950123-97-002058 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970310 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESS FINANCIAL CORP CENTRAL INDEX KEY: 0000790183 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232413363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37658 FILM NUMBER: 97553837 BUSINESS ADDRESS: STREET 1: 600 W GERMANTOWN PIKE STREET 2: PLYMOUTH MEETING EXECUTIVE CAMPUS CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462-1060 BUSINESS PHONE: 6108258800 MAIL ADDRESS: STREET 1: PLYMOUTH MEETING EXECUTIVE CAMPUS STREET 2: 600 W GERMANTOWN PIKE CITY: PLYMOUTH MEETING STATE: PA ZIP: 194621060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER ONEILL & PARTNERS CORP CENTRAL INDEX KEY: 0000945435 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133481255 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER STREET 2: 104TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2124667800 MAIL ADDRESS: STREET 1: TWO WORLD TRADE 2 WORLD TRADE CENTER STREET 2: 104TH FL CITY: NEW YORK STATE: NY ZIP: 10048 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D 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. 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. 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----