SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(b)
(Amendment No. 1)*
Thistle Group Holdings, Co.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
88431E 10 3
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(CUSIP Number)
September 10, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-(c)
[ ] Rule 13d-1(d)
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* The remainder of the 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 the
disclosures provided in a prior cover page.
The information required in 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).
(Continued on following pages)
Page 1 of 4 pages
<PAGE>
Page 2 of 4 Pages
CUSIP No. 88431E 10 3 Schedule 13G
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1. Name of Reporting Person
S.S. or I.R.S. Identification Number of above person:
Roxborough-Manayunk Bank
Employee Stock Ownership Plan
2. Check the appropriate box if a member of a group*
(a) [X] (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization: Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power: 0
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6. Shared Voting Power: 695,196
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7. Sole Dispositive Power: 0
----------
8. Shared Dispositive Power: 695,196
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9. Aggregate Amount Beneficially Owned by Each Reporting Person:
695,196
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10. Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares*
[ ]
11. Percent of Class Represented by Amount in Row 9: 9.1%
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12. Type of Reporting Person*: EP
* SEE INSTRUCTION
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Page 3 of 4 Pages
Item 1(a) Name of Issuer: Thistle Group Holdings, Co.
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Item 1(b) Address of Issuer's Principal Executive Offices:
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6060 Ridge Avenue
Philadelphia, Pennsylvania 19128-1696
Item 2(a) Name of Person Filing:
---------------------
Roxborough-Manayunk Bank
Employee Stock Ownership Plan
Item 2(b) Address of Principal Business Office: Same as Item 1(b)
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Item 2(c) Citizenship: Pennsylvania
-----------
Item 2(d) Title of Class of Securities: Common Stock
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Item 2(e) CUSIP Number: 88431E 10 3
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Item 3 Check whether the person filing is a:
Item 3(f) X Employee Benefit Plan, in accordance with
--- Rule 13d-1(b)(1)(ii)(F).
Item 3(j) X Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
---
Item 3(a)(b)(c)(d)(e)(g)(h)(i) - not applicable.
Item 4(a) Amount Beneficially Owned: 695,196
------------------------- -------
Item 4(b) Percent of Class: 9.1%
---------------- -----
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 0
-------
(ii) shared power to vote or to direct the
vote 695,196
-------
(iii) sole power to dispose or to direct the
disposition of 0
-------
(iv) shared power to dispose or to direct the
disposition of 695,196
-------
<PAGE>
Page 4 of 4 Pages
Item 5 Ownership of Five Percent or Less of Class:
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Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the
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Security Being Reported on by the Parent Holding Company
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Not Applicable
Item 8 Identification and Classification of Members of the Group.
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This Schedule 13G is being filed on behalf of the Employee Stock
Ownership Plan ("ESOP") identified in Item 2(a) by the ESOP Committee
and the ESOP Trustee both filing under the Item 3(f) and 3(j)
classifications. Exhibit A contains a disclosure of the voting and
dispositive powers over shares of the issuer held directly by these
entities exclusive of those shares held by the ESOP as well as
identification of members of these groups.
Item 9 Notice of Dissolution of Group.
------------------------------
Not Applicable
Item 10 Certification.
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By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
<PAGE>
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, as
a member of the ESOP Committee, I certify that the information set forth in this
statement is true, complete and correct.
/s/Add B. Anderson, Jr. 02/07/00
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Add B. Anderson, Jr., as ESOP Committee member Date
/s/John F. McGill, Jr. 02/07/00
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John F. McGill, Jr., as ESOP Committee member Date
/s/Jerry A. Naessens 02/07/00
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Jerry A. Naessens, as ESOP Committee member Date
<PAGE>
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, in
my capacity as an ESOP Trustee, I certify that the information set forth in this
statement is true, complete and correct.
/s/Add B. Anderson, Jr. 02/07/00
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Add B. Anderson, Jr., as ESOP Trustee Date
/s/John F. McGill, Jr. 02/07/00
- ------------------------------------------------------- ------------------
John F. McGill, Jr., as ESOP Trustee Date
/s/Jerry A. Naessens 02/07/00
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Jerry A. Naessens, as ESOP Trustee Date
<PAGE>
Exhibit A
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Identification of Members of Group
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Shares of common stock of the issuer are held in trust for the benefit
of participating employees by the ESOP Trustees. The ESOP Trustees share voting
and dispositive power with the ESOP Committee. By the terms of the ESOP, the
ESOP Trustees vote stock allocated to participant accounts as directed by
participants. Stock held by the Trust, but not yet allocated is voted by the
ESOP Trustees as directed by the ESOP Committee. Investment direction is
exercised by the ESOP Trustees as directed by the ESOP Committee. The ESOP
Committee and the ESOP Trustees share voting and dispositive power with respect
to the unallocated stock held by the ESOP pursuant to their fiduciary
responsibilities under Section 404 of the Employee Retirement Income Security
Act of 1974, as amended.
Members of the ESOP Committee/ ESOP Trustees and their beneficial
ownership of shares of common stock of the issuer exclusive of membership on the
ESOP Committee, responsibilities as ESOP Trustees, and of shares beneficially
owned as a Participant in the ESOP are as follows:
Beneficial Beneficial Ownership
Name Ownership (1) as ESOP Participant
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Add B. Anderson, Jr. 118,914 0
John F. McGill, Jr. 180,942 7,212
Jerry A. Naessens 125,688 6,885
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(1) Beneficial ownership as of February 4, 2000. Includes shares of common
stock of issuer owned in conjunction with family members. The ESOP
Committee and ESOP Trustee(s) disclaim ownership of these shares in
conjunction with the exercise of their fiduciary duties as members of
the ESOP Committee and ESOP Trustee.
