THISTLE GROUP HOLDINGS CO
8-K, 1998-07-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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



                Date of Report (Date of earliest event reported)
                                  July 14, 1998





                           THISTLE GROUP HOLDINGS, CO.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



      Pennsylvania                           0-24353        23-2960768
- ----------------------------             --------------    ---------------
(State or other jurisdiction             (SEC File No.)    (IRS Employer
     of incorporation)                                     Identification
                                                             Number)


6060 Ridge Avenue, Philadelphia, Pennsylvania                  19128
- ---------------------------------------------                ---------
(Address of principal executive offices)                    (Zip Code)




Registrant's telephone number, including area code: (215) 483-2800
                                                    --------------



                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last Report)




<PAGE>




                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------



Item 7.           Financial Statements, Pro Forma Financial Information and
                  ---------------------------------------------------------
                  Exhibits
                  --------


Exhibit 99.1      --       Press release regarding completion of stock
- ------------               offerings.



<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, hereunto duly authorized.


                                          THISTLE GROUP HOLDINGS, CO.


Date:             July 14, 1998           By: /s/John F. McGill, Jr.
                                              ----------------------------------
                                              John F. McGill, Jr.
                                              President and Chief
                                              Executive Officer






                                  EXHIBIT 99.1


<PAGE>


Thistle Group Holdings, Co.
Roxborough-Manayunk Federal
  Savings Bank
Philadelphia, Pennsylvania                    Contact:  John F. McGill, Jr.
                                                        President
                                                        (215) 483-2800


                                              For Immediate Release
                                              July 14, 1998


                           THISTLE GROUP HOLDINGS, CO.
                     ANNOUNCES COMPLETION OF STOCK OFFERINGS

         Philadelphia,  Pennsylvania  -- July 14, 1998 -- John F.  McGill,  Jr.,
President  of  Thistle  Group  Holdings,  Co.  (the  "Company"),   Philadelphia,
Pennsylvania,  the holding  company of  Roxborough-  Manayunk Bank (the "Bank"),
announced  today that FJF  Financial,  M.H.C.  (the  "Mutual  Holding  Company")
completed its mutual to stock conversion effective July 14, 1998.

         In connection with the Conversion, the Company sold 7,856,370 shares of
Common  Stock in  Subscription  and  Community  Offerings  at $10.00  per share.
Furthermore, based on an independent appraisal, existing stockholders of Thistle
Group  Holdings,  Inc.,  other than the Mutual Holding  Company,  converted each
share of Thistle Group Holdings,  Inc. into 5.5516 shares of Common Stock of the
Company.

         The Common Stock of the Company  began  trading on the Nasdaq  National
Market under the symbol "THTL" on July 14, 1998.

         Sandler O'Neill & Partners, L.P. acted as agent for the
Company in connection with the Subscription and Community Offerings

         The Bank is a federally  chartered  savings bank  primarily  engaged in
attracting  deposits from the general  public  through its six offices and using
those and other available sources of funds to originate loans secured by one- to
four-family residential mortgages.



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