[THISTLE GROUP HOLDINGS, CO. LETTERHEAD]
March 22, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Thistle Group
Holdings, Co., we cordially invite you to attend the Annual Meeting of
Stockholders to be held at Williamson's Restaurant, One Belmont Avenue, Bala
Cynwyd, Pennsylvania, on Wednesday, April 21, 1999, at 9:30 a.m. The attached
Notice of Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Meeting. During the Meeting, we will also report on the
operations of the Company. Directors and officers of the Company, as well as
representatives of Deloitte & Touche LLP, independent accountants, will be
present to respond to any questions stockholders may have.
Whether or not you plan to attend the Meeting, please sign and date the
enclosed form of proxy and return it in the accompanying postage-paid return
envelope as promptly as possible. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
John F. McGill, Jr.
Chief Executive Officer
<PAGE>
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THISTLE GROUP HOLDINGS, CO.
6060 RIDGE AVENUE
PHILADELPHIA, PENNSYLVANIA 19128
(215) 483-2800
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 1999
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Thistle Group Holdings, Co. (the "Company"), will be held at
Williamson's Restaurant, One Belmont Avenue, Bala Cynwyd, Pennsylvania, on
Wednesday, April 21, 1999, at 9:30 a.m. local time. The Meeting is for the
purpose of considering and acting upon:
1. The election of two directors of the Company; and
2. The ratification of the appointment of Deloitte & Touche LLP
as independent auditors of Thistle Group Holdings, Co. for the
fiscal year ending December 31, 1999.
Execution of a proxy in the form enclosed also permits the proxy holder to
vote, in their discretion, upon such other matters that may come before the
Meeting. As of the date of mailing, the Board of Directors is not aware of any
other matters that may come before the Meeting.
Action may be taken on any one of the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on March 12, 1999, are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy which is
solicited by the Board of Directors and to return it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED FORM OF PROXY WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Francis E. McGill, III, Secretary
Philadelphia, Pennsylvania
March 22, 1999
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
THISTLE GROUP HOLDINGS, CO.
6060 RIDGE AVENUE
PHILADELPHIA, PENNSYLVANIA 19128
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- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999
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GENERAL
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This proxy statement is furnished to holders of common stock, $0.10 par
value per share ("Common Stock"), of Thistle Group Holdings, Co. (the
"Company"). Proxies are being solicited by the Board of Directors of the Company
(the "Board" or "Board of Directors") to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at Williamson's
Restaurant, One Belmont Avenue, Bala Cynwyd, Pennsylvania, on Wednesday, April
21, 1999, 9:30 a.m. local time.
At the Meeting, stockholders will consider and vote upon (i) the election
of two directors; and (ii) the ratification of the appointment of Deloitte &
Touche as independent auditors of the Company for the fiscal year ending
December 31, 1999. The Board of Directors knows of no additional matters that
will be presented for consideration at the Meeting. Execution of a proxy,
however, confers on the designated proxy holder discretionary authority to vote
the shares represented by such proxy in accordance with their best judgment on
such other business, if any, that may properly come before the Meeting or any
adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
- --------------------------------------------------------------------------------
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice delivered in person or mailed to the Secretary of the Company at the
address of the Company shown above or by the filing of a later dated proxy prior
to a vote being taken on a particular proposal at the Meeting. A proxy will not
be voted if a stockholder attends the Meeting and votes in person. Proxies
solicited by the Board of Directors will be voted in accordance with the
directions given therein. Where no instructions are indicated, signed proxies
will be voted "FOR" the proposals set forth in this Proxy Statement for
consideration at the Meeting or any adjournment thereof. The proxy confers
discretionary authority on the persons named therein to vote with respect to the
election of any person as a director should the nominee be unable to serve, or
for good cause, will not serve, and matters incident to the conduct of the
Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------
Stockholders of record as of the close of business on March 12, 1999 (the
"Voting Record Date"), are entitled to one vote for each share of Common Stock
then held. As of the Voting Record Date, the Company had 7,940,744 shares of
Common Stock issued and outstanding.
1
<PAGE>
The Articles of Incorporation of the Company (the "Articles") provide that
in no event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who beneficially owns in
excess of 10% of the then outstanding shares of Common Stock (the "Limit") be
entitled or permitted to any vote with respect to the shares held in excess of
the Limit. Beneficial ownership is determined pursuant to the definition in the
Articles and includes shares beneficially owned by such person or any of his or
her affiliates or associates (as defined in the Articles), shares which such
person or his or her affiliates or associates have the right to acquire upon the
exercise of conversion rights or options, and shares as to which such person and
his or her affiliates or associates have or share investment or voting power,
but shall not include shares beneficially owned by any employee stock ownership
or similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting.
As to the election of directors as stated in "Information with Respect to
Nominees for Director, Directors Continuing in Office, and Executive Officers -
Election of Directors," the form of proxy being provided by the Board enables a
stockholder to vote for the election of the nominees proposed by the Board, or
to withhold authority to vote for one or more of the nominees being proposed.
Directors are elected by a plurality of votes cast, without respect to either
(i) broker non-votes or (ii) proxies as to which authority to vote for one or
more of the nominees being proposed is withheld.
As to all other matters that may properly come before the Meeting, unless
otherwise required by law, the Articles, or the bylaws of the Company (the
"Bylaws"), a majority of the votes cast by shareholders shall be sufficient to
pass on any other matter.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934 Act, as amended (the "1934 Act"). Other than as
noted below, management knows of no person or entity, including any "group" as
that term is used in ss.13(d)(3) of the 1934 Act, who or which is the beneficial
owner of more than 5% of the outstanding shares of Common Stock on the Voting
Record Date. Information concerning the security ownership of management is
included under "Information with Respect to Nominees for Director, Directors
Continuing in Office, and Executive Officers."
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- -----------
<S> <C> <C>
Roxborough-Manayunk Bank 706,231 (1) 8.9%
Employee Stock Ownership Plan Trust ("ESOP")
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
Brandes Investment Partners, L.P. 534,190 (2) 6.7%
12750 High Bluff Drive
San Diego, California 92130
Wellington Management Company, LLP 477,500 (3) 6.0%
75 State Street
Boston, Massachusetts 02109
</TABLE>
(footnotes appear on next page)
2
<PAGE>
- ---------------------------------
(1) A portion of these shares are held in a suspense account and will be
allocated among participants annually on the basis of compensation as the
ESOP debt is repaid. As of the Voting Record Date, 98,672 shares have been
allocated under the ESOP to participant accounts.
(2) Based on a Schedule 13G filed with the SEC on February 12, 1999.
(3) Based upon a Schedule 13G filed with the SEC on February 9, 1999.
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. The Company is not aware of any
beneficial owner of more than ten percent of its Common Stock.
Based upon a review of the copies of the forms furnished to the Company, or
written representations from certain reporting persons that no Forms 5 were
required, the Company believes that, except as otherwise stated below, all
Section 16(a) filing requirements applicable to its officers and directors were
complied with during the fiscal year ended December 31, 1998. A reporting person
of an issuer that is registering securities for the first time under Section 12
of the Exchange Act must file a Form 3 no later than the effective date of the
registration statement. During fiscal 1998, the Company registered the Common
Stock for the first time under Section 12 of the Exchange Act by filing its
Registration Statement on Form 8-A with the Securities and Exchange Commission
on May 29, 1998. However, the Company did not have any outstanding common stock
until the closing of its mutual holding company reorganization on July 14, 1998,
and each director of the Company filed a Form 3 on July 15, 1998.
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
Election of Directors
The Articles require that directors be divided into three classes, as
nearly equal in number as possible, each class to serve for a three year period,
with approximately one-third of the directors elected each year. The Board of
Directors currently consists of seven members. Two directors will be elected at
the Meeting to serve for three-year terms, as noted below, or until their
respective successors have been elected and qualified.
John F. McGill, Jr. and Patrick T. Ryan have been nominated by the Board of
Directors to serve as directors. Messrs. McGill and Ryan are currently members
of the Board. If a nominee is unable to serve, the shares represented by all
valid proxies will be voted for the election of such substitute as the Board of
Directors may recommend or the size of the Board may be reduced to eliminate the
vacancy. At this time, the Board knows of no reason why any nominee might be
unavailable to serve.
The following table sets forth the nominees and the directors continuing in
office, their name, age, the year they first became a director of the Company or
the Bank, the expiration date of their current term as a director of the
Company, and the number and percentage of shares of the Common Stock
beneficially owned.
3
<PAGE>
<TABLE>
<CAPTION>
Year First Current Shares of
Elected or Term to Common Stock Percent
Name Age(1) Appointed(2) Expire Beneficially Owned(3) of Class
- ---- ------ ------------ ------ --------------------- --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2002
<S> <C> <C> <C> <C> <C>
John F. McGill, Jr. 37 1991 1999 173,231 (4) 2.2%
Patrick T. Ryan 66 1998 1999 52,758 .7%
THE BOARD OF DIRECTORS RECOMMENDS THAT THE ABOVE
NOMINEES BE ELECTED AS DIRECTORS
DIRECTORS CONTINUING IN OFFICE
Francis E. McGill, III 39 1991 2000 51,647 .7%
Add B. Anderson, Jr. 72 1973 2000 117,714 1.5%
Jerry Naessens 63 1998 2001 118,803 (5) 1.5%
Michael G. Crofton 38 1997 2001 12,206 .2%
William A. Lamb, Sr. 62 1993 2001 37,974 .5%
All Directors and
Executive Officers as a
Group (8 persons) 581,283 (6) 7.3%
</TABLE>
- -----------------------
(1) At December 31, 1998.
(2) Represents year first elected to either the Board of Directors of the
Company or the Bank, or a predecessor savings institution.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust, and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated.
(4) Includes exercisable options to purchase 61,068 shares of Common Stock.
(5 Includes exercisable options to purchase 44,412 shares of Common Stock.
(6) Includes exercisable options to purchase 105,480 shares of Common Stock.
The following individual holds an executive office in the Bank.
Name Age (1) Position(s) Held With the Bank
- ---- ------- ------------------------------
Douglas R. Moore 38 Treasurer
- -----------------------------
(1) At December 31, 1998.
The executive officers of the Company and the Bank are elected annually and
hold office until their respective successors have been elected and qualified or
until death, resignation, or removal by the Board of Directors.
Biographical Information
The principal occupation of each director, nominee for director, and
executive officer of the Company is set forth below. Unless otherwise noted, all
persons have held their present occupation for the last five years.
4
<PAGE>
John F. McGill, Jr. has been President of the Bank since November 20, 1996.
Prior to becoming President, he was Executive Vice President in charge of
operations, lending and portfolio management of the Bank since March 1991. He
has served the Bank in various officer positions since 1984 and has been a
director since 1991. Mr. McGill serves on the finance committee of the Basilica
of the National Shrine in Washington, D.C. Mr. McGill was elected as the
Company's Chairman of the Board in November 1998.
Patrick T. Ryan is Of Counsel in the Litigation Department of the law firm
Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania. Prior to his retirement
as of February 1, 1998, Mr. Ryan was a partner at the firm since 1962. Mr. Ryan
has been active in various bar association committees. Drinker Biddle & Reath
LLP does occasional legal work for the Bank.
Francis E. McGill, III is the sole proprietor of the law firm of McGill and
McGill, Philadelphia, Pennsylvania, and has practiced with the firm since 1988.
McGill and McGill serve as general counsel to the Company and the Bank. He is a
member of the Board of Trustees of Roxborough Memorial Hospital.
Add B. Anderson, Jr. is 100% owner of KeyBis Corporation (formerly Eastern
Continuous Forms, Inc.), a manufacturer of business forms in Blue Bell,
Pennsylvania. He serves as a member of the Board of Trustees of Roxborough
Memorial Hospital and is Chairman of the Roxborough Memorial Health Foundation.
Jerry A. Naessens has been employed by the Bank as Chief Financial Officer
since 1991. Mr. Naessens was a partner in Deloitte and Touche from 1980 to 1991.
Mr. Naessens was appointed to serve on the Bank's Board of Directors in October
1998 to fill the vacancy on the Board resulting from the death of John F.
McGill.
Michael G. Crofton is Vice President and Senior Portfolio Manager of
Rittenhouse Financial Services, Inc., an investment advisory firm located in
Radnor, Pennsylvania. Mr. Crofton is not a member of the Board of Directors of
the Bank. He is a member of the Board of Directors of the Company.
William A. Lamb, Sr. was President/CEO of Lamb Brothers Office Products,
Philadelphia, Pennsylvania for 33 years. In 1992, Lamb Brothers became part of
Philadelphia Stationers, where Mr. Lamb assumed the title of Executive Vice
President, a title he currently holds with Staples, Inc. Mr. Lamb was appointed
to serve on the Company's Board of Directors in October 1998 to fill the vacancy
on the Board resulting from the death of John F. McGill.
Douglas R. Moore has been employed by the Bank as Treasurer since September
1998. Mr. Moore was the Chief Financial Officer of Commerce Capital Markets from
1995 to 1998 and a Senior Manager in the financial services group of Deloitte &
Touche LLP from 1984 to 1995.
Nominations for Directors
Nominations of candidates for election as directors at any annual meeting
of stockholders may be made (a) by, or at the direction of, a majority of the
Board of Directors or (b) by any stockholder entitled to vote at such annual
meeting. Only persons nominated in accordance with the procedures set forth in
the Articles may be eligible for election as directors at an annual meeting.
5
<PAGE>
Nominations, other than those made by or at the direction of the Board of
Directors, must be made pursuant to timely notice in writing to the Secretary of
the Company. To be timely, a stockholder's notice shall be delivered to, or
mailed and received at, the principal executive offices of the Company not less
than 60 days prior to the anniversary date of the immediately preceding annual
meeting of stockholders of the Company. Such stockholder's notice shall set
forth the information required by Article 7 of the Articles.
The Board or a committee of the Board may reject any nomination by a
stockholder not timely made in accordance with the requirements of the Articles.
A stockholder may be given the opportunity to correct a notice not meeting the
requirements of the Articles as provided in the Articles. Notwithstanding the
procedures set forth in the Articles, if neither the Board nor such committee
makes a determination as to the validity of any nominations by a stockholder,
the presiding officer of the annual meeting shall determine and declare at the
annual meeting whether the nomination was made in accordance with the terms of
the Articles. If the presiding officer determines that a nomination or proposal
was made in accordance with the terms of the Articles, such officer shall so
declare at the annual meeting and ballots shall be provided for use at the
meeting with respect to such nominee or proposal. If the presiding officer
determines that a nomination or proposal was not made in accordance with the
terms of this Article, such officer shall so declare at the annual meeting and
the defective nomination or proposal shall be disregarded.
Meetings and Committees of the Board of Directors
The business of Board of Directors of the Company is conducted through
meetings of the Board of Directors and the committees of the Board of the
Company. During the year ended December 31, 1998, the Board of Directors of the
Company held 12 regular meetings and 2 special meetings. During the year ended
December 31, 1998, no directors attended fewer than 75% of the total meetings of
the Board of Directors and committees on which such director served.
The Compensation Committee of the Company/Bank consists of Directors Lamb,
Domanski, and Ryan. The committee is a standing committee and meets annually to
review the performance of the Company's and the Bank's officers and employees,
and to determine compensation programs and adjustments. The Compensation
Committee met once during fiscal 1998 to consider compensation.
The Audit Committee of the Company/Bank, a standing committee, consists of
Directors Ryan, Jacovini, Domanski, Lamb, F.E. McGill, III, and Anderson
(Chairman). In its capacity as the Audit Committee, the Board is responsible for
developing and monitoring the Bank's audit program. This committee meets with
the Bank's outside auditor to discuss the results of the annual audit and any
related matters. The Chairman of the Audit Committee also receives and reviews
all the reports and findings and other information presented to him by the
Bank's internal auditor. The Audit Committee met once in 1998.
For fiscal 1998, the Company's Nominating Committee consisted of Directors
J.F. McGill, J.F. McGill, Jr., and Anderson. The Nominating Committee met once
during 1998.
6
<PAGE>
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Directors' Compensation
Non-officer members of Board of Directors of the Company received fees of
$1,000 per month during the 1998 fiscal year plus a $1,200 retainer. Members of
the Board's Budget, Audit and Advisory Committees were paid $1,000 for each
meeting attended during fiscal 1998. The Company paid a total of $138,400 in
directors' fees for the fiscal year ended December 31, 1998. The Company does
not pay any additional compensation for membership on the Board of Directors.
Executive Compensation
Summary Compensation Table. The following table sets forth for the year
ended December 31, 1998, certain information as to the compensation received by
the Chief Executive Officer and each executive officer of the Company who
received total cash compensation in excess of $100,000. All compensation is paid
by the Bank.
All Other
Annual Compensation Compensation
Name and Fiscal
Principal Position Year Salary Bonus ($)(1)
- ------------------ -------- ----------- -------- ---------
John F. McGill, Jr. 1998 $225,000 $71,250 $21,738
President and Chief 1997 200,000 35,000 26,046
Executive Officer
Jerry A. Naessens 1998 $200,000 $50,000 $93,779
Chief Financial 1997 175,000 8,750 68,481
Officer
- ---------------------------
(1) Includes allocations under the Bank's ESOP valued at $2,700 and $2,046,
in fiscal 1998 and 1997 respectively, for each of the named executive
officers. The amounts also include a $19,038 and $24,000, in fiscal
1998 and 1997 respectively, contribution by the Bank to its profit
sharing plan on behalf of Messrs. McGill and Naessens, and an accrual
of $72,041 and $42,435 in fiscal 1998 and 1997 respectively, under the
Bank's supplemental retirement plan for Mr. Naessens.
Pension Plan. The Bank sponsors a defined benefit pension plan (the
"Pension Plan"). All full-time employees and part-time employees of the Bank who
work 1,000 hours are eligible to participate after one year of service and
attainment of age 21. A qualifying employee becomes fully vested in the Pension
Plan upon completion of five years service or when the normal retirement age
(the later of age 65 or the 5th anniversary of the first day of the Pension Plan
year in which the participant commenced participation in the Pension Plan) is
attained.
Benefits are payable in the form of various annuity alternatives, including
a joint and survivor option, or in a lump-sum amount. The following table shows
the estimated annual benefits payable under the Pension Plan based on the
respective employee's years of benefit service and applicable average annual
salary, as calculated under the Pension Plan. Benefits under the Pension Plan
take into account
7
<PAGE>
permitted disparity allowed under the Code. Benefits shown below are based on
the covered compensation of an employee retiring at age 65 in 1998.
Years of Benefit Service
-----------------------------------------------------
15 20 25 30 35
------ ------ ------ ------ ------
$ 60,000..... $ 7,921 $10,562 $13,203 $15,843 $18,484
80,000..... 11,221 14,962 18,703 22,443 18,703
100,000..... 14,521 19,362 24,203 29,043 33,884
125,000..... 18,646 24,862 31,078 37,293 43,509
150,000..... 22,771 30,362 37,953 45,543 53,134
160,000..... 24,552 32,736 40,920 49,104 57,288
The Pension Plan provides for monthly payments to each participating
employee at normal retirement age. The annual allowance payable under the
Pension Plan is equal to the sum of (A) and (B), where (A) equals the product of
(i) .65% of the participant's average monthly compensation, based on the highest
five (5) consecutive years and excluding compensation in excess of $160,000, and
(ii) the participant's years of participation as of his normal retirement date,
and (B) equals the product of (i) .45% of the participant's average monthly
compensation in excess of covered compensation (as defined in Section 401 of the
Code), and (ii) the participant's years of participation as of his normal
retirement date (but not to exceed thirty-five (35) years). A participant who is
vested in the Pension Plan may elect an early retirement (at age 55 with 20
years of service or age 62 with 10 years of service), and may elect to receive a
reduced monthly benefit. The Pension Plan also provides for payments in the
event of disability or death. At December 31, 1998, John McGill, Jr. and Jerry
Naessens had 14 and 7 years of credited service under the Pension Plan. Total
pension expense for 1996, 1997 and 1998 amounted to $131,360, $143,394 and
$166,900, respectively.
Supplemental Retirement Agreement. In November, 1993, the Bank entered into
non-tax qualified retirement and death benefit agreement with Jerry Naessens,
Chief Financial Officer. The agreement was subsequently amended in June 1996. In
recognition of the services provided by Mr. Naessens to the Bank, the retirement
agreement provides that Mr. Naessens (or his spouse) shall receive at age 67 a
monthly retirement benefit of $4,167. If Mr. Naessens becomes permanently and
totally disabled prior to age 67, he will receive the monthly supplemental
retirement benefits upon reaching age 67. The retirement agreement provides that
Mr. Naessens' spouse shall receive a pro-rated monthly death benefit if he dies
while employed by the Bank prior to age 67, based on his age at the time of
death.
Employment Agreements. Effective January 1, 1995, the Bank entered into an
employment agreement with Jerry A. Naessens, Chief Financial Officer of the
Bank. The Bank and Company entered into an employment agreement with John F.
McGill, Jr., President and Chief Executive Officer effective January 21, 1998.
The employment agreements are for terms of three years. The agreements may be
terminable by the Bank for "just cause" as defined in the employment agreements.
If the Bank terminates the employees without just cause, such employee will be
entitled to a continuation of his salary from the date of termination through
the remaining term of the employment agreement. Each employment agreement
contains a provision stating that in the event of the termination of employment
in connection with, or within one year after, any change in control of the Bank
or the Company, the employee will be paid a lump sum amount equal to 2.99 times
their annual average compensation for the five most recent years. If such
payments were to be made under the employment agreements, as of January 1, 1999,
such payments would equal approximately $522,000 and $467,000 respectively to
John F. McGill, Jr. and
8
<PAGE>
Jerry Naessens. The aggregate payments that would be made pursuant to the
employment agreements would be an expense to the Bank, thereby reducing net
income and the Bank's capital by that amount. The employment agreements may be
renewed annually by the Board of Directors upon a determination of satisfactory
performance within the Board's sole discretion. If any of the employees shall
become disabled during the term of their respective employment agreements, the
employee shall nevertheless continue to receive payment of his base salary for a
period of 12 months but such period shall not exceed the remaining term of the
employment agreement, and 80% of such base salary for the remaining term of the
employee's employment agreement. Disability payments under the employment
agreements shall be reduced by any other benefit payments made under other
disability programs in effect for Bank employees.
Employee Stock Ownership Plan. The Bank sponsors an employee stock
ownership plan (the "ESOP") for the exclusive benefit of participating
employees. The Board of Directors has appointed a committee (the "ESOP
Committee") to administer the ESOP, and has also appointed trustees (the "ESOP
Trustees"). Directors John McGill, Jr. and Add B. Anderson serve as the members
of the ESOP Committee and as the ESOP Trustees. The Board of Directors or the
ESOP Committee may instruct the ESOP Trustees regarding investments of funds
contributed to the ESOP. The ESOP Trustees must vote all allocated shares held
in the ESOP in accordance with the instructions of the participating employees.
Unallocated shares and allocated shares for which no timely direction is
received will be voted by the ESOP Trustees as directed by the Board of
Directors or the ESOP Committee.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of Unexercised
Unexercised in-the-Money
Options/SARs at Options/SARs at
Shares December 31, 1998 December 31,1998
Acquired on Value (#) Exercisable/ ($) Exercisable/
Name Exercise (#) Realized($) Unexercisable Unexercisable (1)
- ---- ------------ ----------- ------------- -----------------
<S> <C> <C> <C> <C>
John F. McGill, Jr. -0- -0- 61,068/0 $470,355/0
President and CEO
Jerry A. Naessens, -0- -0- 44,412/0 $341,528/0
Chief Financial Officer
</TABLE>
- ------------------
(1) Based on the average exercise price and the closing price of the Common
Stock of $ 9.625 on December 31, 1998.
Certain Related Transactions
The Bank has followed the policy of offering residential mortgage loans for
the financing of personal residences, share loans, and consumer loans to its
officers, directors and employees. The loans are made in the ordinary course of
business and also made on substantially the same terms and conditions, including
interest rate and collateral, as those of comparable transactions prevailing at
the time with other persons, and do not include more than the normal risk of
collectibility or present other unfavorable features.
9
<PAGE>
Francis E. McGill, III is the sole proprietor of McGill and McGill, a law
firm in Philadelphia, Pennsylvania, which during the year ended December 31,
1998 received approximately $104,000 in fees from the Bank for legal services.
Report of the Compensation Committee on Executive Compensation
The executive officers of the Company consist of John F. McGill, Jr.
(President and Chief Executive Officer) and Jerry Naessens (Chief Financial
Officer).
In determining whether the base salary of the CEO should be increased, the
Compensation Committee takes into account individual performance, performance of
the Bank, the size of the Bank, the complexity of its operations, and
information regarding compensation paid to executives performing similar duties
at similarly situated financial institutions. Other factors considered by the
Compensation Committee include general management oversight at the Bank, quality
of communication with the Board of Directors, and the productivity of employees.
The Compensation Committee also considers the Bank's standing with customers and
the community as evidenced by the level of customer/community complaints and/or
compliments. During the year ended December 31, 1998, John F. McGill, Jr.,
President and CEO received an increase in salary from $200,000 to $225,000,
effective January 1, 1998.
It was the Compensation Committee's suggestion that the Company develop a
more formal quantitative system to evaluate future base salary increase and
bonus, if any. Such a system should employ emphasis on company earnings,
profitability, capital position, return on equity, return on assets, and other
related performance ratios to compliment existing less quantitative factors
currently employed.
Compensation Committee
Robert E. Domanski
William A. Lamb, Sr.
Patrick T. Ryan
Performance Graph
Set forth on the next page is a performance graph comparing the cumulative
total shareholder return on the Common Stock with (a) the total return index for
domestic companies listed on The Nasdaq Stock Market, (b) the total return index
for banks listed on The Nasdaq Stock Market, and (c) the total return index for
companies on the Standard & Poor's 500. These total return indices of The Nasdaq
Stock Market and the Standard & Poor's 500 are computed by the Center for
Research in Securities Prices ("CRSP") at the University of Chicago. All four
investment comparisons assume the investment of $100 as of the close of trading
on July 14, 1998 (the date of initial issuance of the Common Stock) and the
reinvestment of dividends when paid. In the performance graph below, the periods
compared were July 14, 1998 and each month end through December 31, 1998.
10
<PAGE>
There can be no assurance that the Company's future stock performance will
be the same or similar to the historical performance shown in the graph below.
The Company neither makes nor endorses any predictions as to stock performance.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
7/14/98 07/31/98 08/31/98 09/30/98 10/31/98 11/30/98 12/31/98
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thistle Group Holdings, Co. $100 $100.63 $75.47 $91.82 $91.12 $94.29 $97.45
- --------------------------------------------------------------------------------------------------------------
CRSP Nasdaq Bank Index $100 $93.89 76.56 81.65 87.47 90.25 92.61
- --------------------------------------------------------------------------------------------------------------
CRSP U.S. Index $100 95.24 76.56 87.24 90.98 100.02 112.89
- --------------------------------------------------------------------------------------------------------------
CRSP S&P 500 Index $100 95.15 81.50 86.69 93.57 99.33 105.14
- --------------------------------------------------------------------------------------------------------------
</TABLE>
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RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
Deloitte & Touche LLP was the Company's independent auditor for the fiscal
year ended December 31, 1998. The Board of Directors has approved the selection
of Deloitte & Touche LLP as its auditor for the fiscal year ending December 31,
1999, subject to ratification by the Company's stockholders. A representative of
Deloitte & Touche LLP is expected to be present at the Meeting to respond to
stockholders' questions and will have the opportunity to make a statement if he
or she so desires.
Ratification of the appointment of the auditor requires the affirmative
vote of a majority of the votes cast by the stockholders of the Company at the
Meeting. The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of Deloitte & Touche LLP as the Company's
auditor for the fiscal year ending December 31, 1999.
11
<PAGE>
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OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting such proxies.
- --------------------------------------------------------------------------------
ANNUAL REPORTS
- --------------------------------------------------------------------------------
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1998, including financial statements, will be mailed to all
stockholders of record as of the close of business on March 24, 1999. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to Thistle Group Holdings, Co., Shareholder Relations, 6060 Ridge
Avenue, Philadelphia, Pennsylvania 19128. The Annual Report to Stockholders is
not to be treated as a part of the proxy solicitation material or as having been
incorporated herein by reference.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
6060 Ridge Avenue, Philadelphia, Pennsylvania 19128, no later than November 22,
1999. Any such proposals shall be subject to the requirements of the proxy rules
adopted under the 1934 Act. In the event the Company receives notice of a
stockholder proposal to take action at next year's annual meeting of
stockholders that is not submitted for inclusion in the Company's proxy
material, or is submitted for inclusion but is properly excluded from the proxy
material, the persons named in the proxy sent by the Company to its stockholders
intend to exercise their discretion to vote on the stockholder proposal in
accordance with their best judgment if notice of the proposal is not received at
the Company's main office by February 20, 2000.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this proxy statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies will be voted in accordance with the judgment of the
persons named in the proxy. The Company did not have notice of any other matter
on or before January 26, 1999, and therefore the persons named in the
accompanying proxy will exercise discretionary authority when voting on any
other matter to come before the Meeting.
12
<PAGE>
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Francis E. McGill, III, Secretary
Philadelphia, Pennsylvania
March 22, 1999
13
<PAGE>
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THISTLE GROUP HOLDINGS, CO.
6060 RIDGE AVENUE
PHILADELPHIA, PENNSYLVANIA 19128
(215) 483-2800
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Thistle Group
Holdings, Co. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at
Williamson's Restaurant, One Belmont Avenue, Bala Cynwyd, Pennsylvania, 19004 on
Wednesday, April 21, 1999, at 9:30 a.m. and at any and all adjournments thereof,
as follows:
FOR WITHHELD
--- --------
1. The election as director of all nominees
listed below each for a 3 year term:
John F. McGill, Jr. |_| |_|
Patrick T. Ryan
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
-------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. Proposal to ratify the appointment
of Deloitte & Touche LLP as independent
auditor of the Company for the fiscal year
ending December 31, 1999. |_| |_| |_|
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
SIGNED PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elects to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by notifying the Secretary of the Company of his or her decision
to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of an Annual Report to Stockholders, a Notice of the
Meeting and a Proxy Statement dated March 22, 1999.
Please check here if you
Dated: , 1999 |_| plan to attend the Meeting.
---------------
- ---------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
- ---------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this form of proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
THISTLE GROUP HOLDINGS, CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
