SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________.
COMMISSION FILE NO. 000-24353
Thistle Group Holdings, Co.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-296078
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
6060 Ridge Avenue, Philadelphia, Pennsylvania 19128
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(Address of Principal executive offices) (zip code)
(215) 483-2800
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Registrant's telephone number, including area code
Indicate by check mark whether Registrant (a) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s)) and (b) has been subject to such filing
requirements for at least 90 days.
YES NO X
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Number of shares of Common Stock outstanding as of March 31, 1998: 0
As of March 31, 1998, the Registrant had not yet been capitalized. The
Registrant therefore is filing this Form 10-Q with the reduced disclosure
format.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
See Exhibit 99 attached hereto.
Item 2. Management's Discussion and Analysis
------------------------------------
As of March 31, 1998, the Registrant had not yet begun operations or
had no assets or liabilities.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Not applicable.
Items 2-5.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
No. Exhibit
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2 Plan of Conversion and Reorganization of FJF Financial, M.H.C.
and Plans of Merger between FJF Financial, M.H.C., Thistle Group
Holdings, Inc. and Roxborough-Manayunk Federal Savings Bank*
3(i) Articles of Incorporation of Thistle Group Holdings, Co.*
3(ii) Bylaws of Thistle Group Holdings, Co.*
4 Specimen Stock Certificate of Thistle Group Holdings, Co.*
10.1 1992 Stock Option Plan of Roxborough-Manayunk Federal Savings
Bank*
10.2 1992 Management Stock Bonus Plan of Roxborough-Manayunk Federal
Savings Bank*
10.3 1994 Stock Option Plan of Roxborough-Manayunk Federal Savings
Bank*
10.4 1994 Management Stock Bonus Plan of Roxborough-Manayunk Federal
Savings Bank*
<PAGE>
No. Exhibit
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10.5 Employment Agreement with John F. McGill*
10.6 Employment Agreement with Jerry Naessens*
10.7 Employment Agreement with John F. McGill, Jr.*
27 Financial Data Schedule (Not applicable - Registrant has
conducted no activities)
99 Financial Statements
(b) Reports on Form 8-K
None
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* Such exhibits were previously filed with the Commission as
exhibits to the Registrant's Registration Statement on Form S-1,
File No. 333-48749, and hereby incorporated by reference pursuant
to Rule 12b-32 promulgated under the Securities Exchange Act of
1934, as amended, and Rule 24 of the Commission's Rules of
Practice.
<PAGE>
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.
Thistle Group Holdings, Co.
Date: June 29, 1998 By: /s/John F. McGill, Jr.
-------------------------------------
John F. McGill, Jr.
President and Chief Executive Officer
Date: June 29, 1998 By: /s/Jerry Naessens
-------------------------------------
Jerry Naessens
Chief Financial Officer and Secretary
EXHIBIT 99
<PAGE>
Thistle Group Holdings, Co.
BALANCE SHEET
(Unaudited)
At March 31, 1998
ASSETS:
Total Assets $ --
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $ --
-----------
Stockholders' Equity:
Preferred Stock, no par value per share,
Authorized - 10,000,000 shares;
Issued and Outstanding - None --
Common Stock, $.10 par value per share,
Authorized - 40,000,000 shares;
Issued and Outstanding - None --
Additional Paid-in Capital $ --
-----------
Total Stockholders' Equity $ --
-----------
Total Liabilities and Stockholders' Equity $ --
===========
F-1
<PAGE>
Thistle Group Holdings, Co.
STATEMENT OF INCOME
For the period beginning January 1, 1998
to March 31, 1998
(Unaudited)
Net Income $ --
===========
F-2
<PAGE>
Thistle Group Holdings, Co.
STATEMENT OF CASH FLOWS
For the period beginning January 1, 1998
to March 31, 1998
(Unaudited)
Cash flows from operating, financing and investing activities $ --
===========
Net cash provided by operation,
financing and investing activities $ --
===========
Cash and cash equivalents at beginning of period $ --
-----------
Cash and cash equivalents at end of period $ --
===========
F-3
<PAGE>
Thistle Group Holdings, Co.
NOTES TO FINANCIAL STATEMENTS
Note 1. Incorporation and Organization
------------------------------
Thistle Group Holdings, Co. ("Registrant") was incorporated in March
1998, solely for the purpose of becoming a savings and loan holding company of
Roxborough-Manayunk Federal Savings Bank (the "Bank"). As of this date, the
Registrant had not conducted any business.
Note 2. Plan of Reorganization
----------------------
On March 26, 1998, the Registrant filed a Registration Statement on
Form S-1 ("Registration Statement") with the Securities and Exchange Commission
("SEC"). The Registration Statement was filed as part of a Plan of Conversion
and Reorganization (the "Plan") and transactions incident to the Plan, pursuant
to which (i) the Bank established the Registrant as a first-tier Pennsylvania
chartered corporation subsidiary; (ii) the Registrant will charter an interim
federal association ("Interim"); (iii) the Mutual Holding Company will merge
with and into the Mid-Tier Holding Company (upon its conversion to a mid-tier
federal corporation), shares of the common stock of the Mid-Tier Holding Company
("Mid-Tier Common Stock") held by the Mutual Holding Company will be canceled
and certain depositors of the Bank will receive an interest in a liquidation
account of the Mid-Tier Holding Company in exchange for such depositors'
interest in the Mutual Holding Company; (iv) the Mid-Tier Holding Company will
convert into an interim federal savings association which will merge with and
into the Bank (the "Mid- Tier Merger") with the Bank as the resulting entity and
stockholders of the Mid-Tier Holding Company other than the Mutual Holding
Company ("Minority Stockholders") will constructively receive shares of the
Bank's common stock in exchange for their Mid-Tier Common Stock and certain
depositors will receive an interest in a liquidation account of the Bank in
exchange for such depositors' interest in the Mid-Tier Holding Company; (v)
contemporaneously with the Mid-Tier Merger, Interim will merge with and into the
Bank with the Bank as the surviving entity (the "Bank Merger") and Minority
Stockholders will exchange the shares of the Bank's common stock that they
constructively received in the Mid-Tier Merger for the Registrant's common stock
pursuant to the "Exchange Ratio" as defined in the Proxy Statement/Prospectus;
(vi) contemporaneously with the Bank Merger, the Registrant will offer for sale
shares of common stock in subscription and community offerings and; (vii) the
Bank will change its name to "Roxborough-Manayunk Bank." The Bank is a federally
chartered savings bank which is regulated by the Office of Thrift Supervision
("OTS").
Note 3. Subsequent Events
-----------------
The Registrant's Registration Statement was deemed effective on May 14,
1998. The subscription offering ended June 15, 1998 and the community offering
is currently being conducted.
F-4
