THISTLE GROUP HOLDINGS CO
8-K, 1999-01-20
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)
                                January 15, 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                    19128-1696  
- --------------------------------------------------------------------------------
(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 5.  Other Events
- ---------------------

         Reference is made to the press release dated January 15, 1999, which is
attached hereto as Exhibit 99 and incorporated herein by this reference.




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

Exhibit 99 -- Press Release dated January 15, 1999.
- ----------




<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.


                                         Thistle Group Holdings, Co.


Date: January 20, 1999                   By:  /s/ John F. McGill, Jr.      
     -----------------------                 -----------------------------------
                                              John F. McGill, Jr.
                                              President and CEO
                                              (Principal Executive Officer)












                                   EXHIBIT 99
<PAGE>




                           Thistle Group Holdings, Co.

- -------------------            Contacts:  John F. McGill Jr.,                   
                                          President                         
                                          Pam Cyr, Dir. of Investor Relations
         News                             6060 Ridge Avenue
       Release                            Philadelphia, PA  19128
                               Phone:     215-483-2800
                               Fax:       215-483-0885
- -------------------            
                    


THISTLE GROUP HOLDINGS, CO. TO REPURCHASE  UP TO 15% OF ITS SHARES

Philadelphia,  PA, January 15, 1998- Thistle Group Holdings, Co., (NASDAQ: THTL)
announced  today  that it has  received  approval  from  the  Office  of  Thrift
Supervision  to proceed with its planned  repurchase  of up to 15 percent of the
outstanding  common stock of the Company,  equating to  approximately  1,349,998
shares.
 
Repurchases  are  authorized  to be made  by the  Company  from  time to time in
open-market  transactions  as, in the opinion of management,  market  conditions
warrant.  The  repurchased  shares  will be held as  treasury  stock and will be
available for general corporate purposes.


Thistle  Group  Holdings Co. is a  Philadelphia  based  Unitary  Thrift  Holding
Company whose principal subsidiary is Roxborough-Manayunk Bank. At September 30,
1998, the Company had total assets,  deposits and  stockholders'  equity of $460
million, 264 million, and 101 million, respectively. Thistle Group began trading
on the NASDAQ under the symbol "THTL" on July 14,1998.









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