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 Rule 14a-12
THISTLE GROUP HOLDINGS, CO.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[THISTLE GROUP HOLDINGS, CO. LETTERHEAD]
March 19, 2000
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Thistle Group
Holdings, Co. (the "Company"), I 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 19, 2000, 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,
/s/ John F. McGill, Jr.
-------------------------------------
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 19, 2000
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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 19, 2000, 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, 2000.
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 8, 2000, 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
/s/ Francis E. McGill, III
-------------------------------------------
Francis E. McGill, III, Secretary
Philadelphia, Pennsylvania
March 19, 2000
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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 19, 2000
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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
19, 2000, 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, 2000. 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
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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
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Stockholders of record as of the close of business on March 8, 2000
(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 7,562,832 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."
Percent of
Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- ------------
Roxborough-Manayunk Bank 695,196 (1) 9.2%
Employee Stock Ownership Plan Trust ("ESOP")
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
Brandes Investment Partners, L.P. 444,130 (2) 5.9%
12750 High Bluff Drive
San Diego, California 92130
(footnotes appear on next page)
2
<PAGE>
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(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, 129,537 shares
have been allocated under the ESOP to participant accounts.
(2) Based on a Schedule 13G filed with the SEC on January 31, 2000.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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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, 1999. A reporting
person of an issuer under Section 12 of the Exchange Act must file a Form 3
within 10 days after the event by which the person becomes a reporting person
(i.e., officer, director, or other person). Director Hellauer was appointed to
the Board on August 4, 1999 and subsequently filed a Form 3 on August 24, 1999.
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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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.
Francis E. McGill, III and Add B. Anderson, Jr. have been nominated by
the Board of Directors to serve as directors (the "Nominees"). Messrs. McGill
and Anderson 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 of the Board of Directors
of the Company and the directors continuing in office, their name, age, the year
they first became a director of the Company or the Roxborough-Manayunk Bank (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
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<TABLE>
<CAPTION>
Shares of
Year First Current Common Stock
Elected or Term to Beneficially Percent
Name Age(1) Appointed(2) Expire Owned(3) of Class
- ---- ------ ------------ ------- -------- --------
<S> <C> <C> <C> <C> <C>
Board Nominees For Term To Expire In 2003
Francis E. McGill, III 40 1991 2000 67,347 (4) .9%
Add B. Anderson, Jr. 73 1973 2000 123,914 (5) 1.6%
THE BOARD OF DIRECTORS RECOMMENDS THAT THE ABOVE
NOMINEES BE ELECTED AS DIRECTORS
Directors Continuing In Office
Jerry Naessens 64 1992 2001 243,533 (6) 3.2%
William A. Lamb, Sr. 63 1993 2001 44,174 (5) .6%
John F. McGill, Jr. 38 1991 2002 352,517 (7) 4.5%
James C. Hellauer 61 1999 2002 34,758 (8) .4%
Charles A. Murray 42 2000 2002 32,000 .4%
All Directors and Executive
Officers as a Group (8
persons) 937,818 (9)(10) 11.8%
</TABLE>
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(1) At December 31, 1999.
(2) Represents year first elected to either the Board of Directors of the
Company or the Bank, or a predecessor 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) Does not include 14,100 unvested restricted stock shares. Includes
exercisable options to purchase 13,000 shares of Common Stock.
(5) Does not include 4,800 unvested restricted stock shares. Includes
exercisable options to purchase 5,000 shares of Common Stock.
(6) Includes exercisable options to purchase 117,845 shares of Common Stock.
Includes 6,885 shares of common stock allocated to the account of the
executive officer pursuant to the ESOP. Does not include 49,251 unvested
restricted stock shares.
(7) Includes exercisable options to purchase 232,643 shares of Common Stock.
Includes 7,212 shares of common stock allocated to the account of the
executive officer pursuant to the ESOP. Does not include 85,913 unvested
restricted stock shares.
(8) Does not include 6,000 unvested restricted stock shares. Includes
exercisable options to purchase 5,000 shares of Common Stock.
(9) Includes exercisable options to purchase 391,321 shares of Common Stock.
(10) Does not include 695,196 shares of Common Stock held by the ESOP. Directors
John McGill, Jr., Jerry A. Naessens and Add B. Anderson, Jr. 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.
The following individual holds an executive office in the Bank.
Name Age (1) Position(s) Held With the Bank
- ---- ------- ------------------------------
Douglas R. Moore 39 Senior Vice President
Finance and Operations
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(1) At December 31, 1999.
4
<PAGE>
The executive officers of the Company and the Bank are appointed
annually and hold office until their respective successors have been appointed
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.
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 & Touche LLP or a
predecessor firm from 1966 to 1991.
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.
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.
James C. Hellauer is Executive Director of Colmen Capital Advisors,
Inc., a diversified financial services company located in Wayne, Pennsylvania.
In addition, since 1989 to the present, he has been the owner of James C.
Hellauer & Associates, a consulting firm. Mr. Hellauer serves on the boards of
Philanthropic Mutual Life Insurance Company, Philanthropic Mutual Fire Insurance
Company, and daly.commerce. Mr. Hellauer was appointed to serve on the Company
and Bank's Board of Directors in August 1999 to fill the vacancy created by the
death of Patrick T. Ryan.
Charles A. Murray is the Founder and Principal of Rhodyo Venture Group,
an investment firm located in Bala Cynwyd, Pennsylvania. From 1987 to 1999 he
was the Founder and Chief Executive Officer of Actium Corporation. Mr. Murray
was appointed to the Company and Bank's Board of Directors in February 2000.
5
<PAGE>
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.
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, 1999, the Board of Directors of the
Company held 12 regular meetings and 4 special meetings. During the year ended
December 31, 1999, 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 Hellauer (Chairman). The committee is a standing committee
and meets annually to review the performance of the Company's and the Bank's
officers, and to determine compensation programs and adjustments. The
Compensation Committee met once during fiscal 1999 to consider compensation.
The Audit Committee of the Company/Bank, a standing committee, consists
of non-management Directors Hellauer, 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
6
<PAGE>
other information presented to him by the Bank's internal auditor. The Audit
Committee met once in 1999.
For fiscal 1999, the Company's Nominating Committee consisted of J.F.
McGill, Jr., Lamb and Naessens. The Nominating Committee met once during 1999.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Directors' Compensation
Board Fees. Non-officer members of Board of Directors of the Bank
received fees of $1,000 per month during the 1999 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 1999. The Bank paid a total of
$83,200 in directors' fees for the fiscal year ended December 31, 1999. The
Company does not pay any additional compensation for membership on the Board of
Directors.
Stock Awards. On July 21, 1999, the stockholders of the Company
approved the Thistle Group Holdings, Co. 1999 Stock Option Plan ("1999 Stock
Option Plan") and the Roxborough-Manayunk Bank Restricted Stock Plan and Trust
("Management Stock Plan"). Pursuant to the terms of the 1999 Stock Option Plan,
each non-employee director received on the date of stockholder approval options
to purchase 15,000 shares of Common Stock. Under the Management Stock Plan, the
same non-employee directors received 6,000 shares of restricted stock on the
date of stockholder approval. The restricted shares vest at a rate of 20% on the
date of grant and 20% annually thereafter. Options are exercisable 33.3% on the
date of grant and 33.3% annually thereafter. In the event of a change in control
of the Company, all awards are immediately vested.
Executive Compensation
Summary Compensation Table. The following table sets forth for the year
ended December 31, 1999, 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 $100,000. All compensation is paid
by the Bank.
<TABLE>
<CAPTION>
All Other
Annual Compensation Long Term Compensation Awards Compensation
------------------- -------------------------------------- ------------
Securities
Name and Fiscal Restricted Stock Underlying
Principal Position Year Salary Bonus Awards (1) Options/SARs (#) ($)(2)
- ------------------ --------- ------- ------ ---------- ---------------- -------
<S> <C> <C> <C> <C> <C> <C>
John F. McGill, Jr. 1999 $250,000 $40,129 $767,847 171,575 $ 7,672
President and Chief 1998 225,000 71,250 -- -- 21,738
Executive Officer 1997 200,000 35,000 -- -- 26,046
Jerry A. Naessens 1999 $225,000 $24,379 $440,181 117,845 $91,163
Chief Financial Officer 1998 200,000 50,000 -- -- 93,779
1997 175,000 8,750 -- -- 68,481
</TABLE>
(footnotes appear on next page)
7
<PAGE>
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(1) Value of awards as of date of grant. At December 31, 1999, Messrs.
McGill and Naessens had 85,913 and 49,251 shares of restricted stock,
respectively, with values of $601,391 and $344,757, respectively
(calculated by multiplying $7.00, the closing average bid and asked
price of the Common Stock on December 31, 1999 by the number of
restricted stock shares). Dividends will be paid on restricted stock.
Restricted shares vest at 20% per year beginning July 21, 2000.
(2) Includes allocations under the Bank's ESOP valued at $7,672, $2,700 and
$2,046, in fiscal 1999, 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 $83,491, $72,041 and $42,435 in fiscal 1999, 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 permitted disparity allowed under the Code. Benefits
shown below are based on the covered compensation of an employee retiring at age
65 in 1999.
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, 1999, John McGill, Jr. and Jerry
Naessens had 15 and 8 years of credited service under the Pension Plan. Total
pension expense for 1997, 1998 and 1999 amounted to $143,394,
8
<PAGE>
166,900 and $196,343, respectively. On November 18, 1999, the Board of Directors
elected to terminate the defined benefit pension plan effective December 31,
1999 and is currently waiting for approval of such termination from the Internal
Revenue Service.
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. The Bank has an employment agreement with Jerry
A. Naessens, Chief Financial Officer of the Bank. The Bank and Company have an
employment agreement with John F. McGill, Jr., President and Chief Executive
Officer. 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 December 31, 1999, such payments would equal approximately
$592,000 and $529,000, respectively to John F. McGill, Jr. and Jerry Naessens.
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.
9
<PAGE>
1999 Stock Option Plan. Set forth below are options awarded to the
named individuals pursuant to the 1999 Stock Option Plan. All options are
immediately exercisable.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Percent of
Number of Total Options
Securities Granted to
Underlying Employees Fair Value
Name Options Granted (#) in Fiscal Year Exercise Price Expiration Date of Options(1)
- ---- ------------------- -------------- -------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
John F. McGill, Jr. 171,575 35% $8.9375 July 21, 2009 $303,688
President and CEO
Jerry Naessens 117,845 24% $8.9375 July 21, 2009 $208,586
Chief Financial Officer
</TABLE>
- ---------------------
(1) The fair value of the options granted was estimated using the binomial
option pricing model. Under such analysis, the risk-free interest rate
was assumed to be 6.50%, the expected life of the options to be 120
months, the expected volatility to be 27.11% and the dividend yield to
be 3.40% per share. At December 31, 1999, the average of the closing
per share bid and ask price of the Company's Common Stock was $7.00.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised in-the-Money
Options/SARs at Options/SARs at
Shares December 31, 1999 (#) December 31,1999 ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized($) Unexercisable Unexercisable (1)
- ---- ------------ ----------- ------------- -----------------
<S> <C> <C> <C> <C>
John F. McGill, Jr. -0- -0- 232,643 / 0 $309,615 / 0
President and CEO
Jerry A. Naessens, 44,412 302,890 117,845 / 0 $ 0 / 0
Chief Financial Officer
</TABLE>
- ------------------
(1) Based on the average exercise price and the closing price of the Common
Stock of $7.00 on December 31, 1999.
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.
10
<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,
1999 received approximately $117,000 in fees from the Bank for legal services.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of non-employee Directors Lamb,
Domanski and Hellauer (Chairman). The Company had no "interlocking"
relationships existing on or after January 1, 1999 in which (i) any executive
officer is a member of the Board of Directors/Trustees of another entity, one of
whose executive officers is a member of the Company's Board of Directors, or
where (ii) any executive officer is a member of the compensation committee of
another entity, one of whose executive officers is a member of the Company's
Board of Directors.
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).
The compensation committee met on December 7, 1999 to make its annual
review of the performance of the CEO and other officers and approve changes to
base compensation as well as level of bonus, if any, to be awarded.
In determining whether the base salary of the CEO should be increased,
the Committee considers 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
at this meeting include general management oversight at the Bank, quality of
communication with the Board of Directors, and the productivity of employees.
The Committee also considers the Bank's standing with customers and the
community as evidenced by the level of customer/community complaints and/or
compliments.
The Committee was given the following materials for general bank and
peer comparison
o 1999 SNL Executive Compensation Review
o Prior year's Compensation Committee Report
o Bank Administration Institute (BAI) Bank Cash Compensation
Review (PA)
During the year ended December 31, 1999, John F. McGill, Jr., President
and CEO received an increase in salary from $225,000 to $250,000, effective
January 1, 1999.
Compensation Committee Members
James C. Hellauer, Chairman
Robert E. Domanski, M.D.
William A. Lamb, Sr.
11
<PAGE>
Performance Graph
Set forth below 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 subsequent year end through December 31,
1999.
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.
[OBJECT OMITTED]
[plotting points]
- -------------------------------------- ------------- ------------ ------------
7/14/98 12/31/98 12/31/99
- -------------------------------------- ------------- ------------ ------------
Thistle Group Holdings, Co. $100 $97.45 72.92
- -------------------------------------- ------------- ------------ ------------
CRSP Nasdaq Bank Index $100 92.86 89.25
- -------------------------------------- ------------- ------------ ------------
CRSP U.S. Index $100 112.90 203.97
- -------------------------------------- ------------- ------------ ------------
CRSP S&P 500 Index $100 105.20 127.53
- -------------------------------------- ------------- ------------ ------------
12
<PAGE>
- --------------------------------------------------------------------------------
RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
Deloitte & Touche LLP was the Company's independent auditor for the
fiscal year ended December 31, 1999. The Board of Directors has approved the
selection of Deloitte & Touche LLP as its auditor for the fiscal year ending
December 31, 2000, 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, 2000.
- --------------------------------------------------------------------------------
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, 1999, including financial statements, will be mailed to all
stockholders of record as of the Voting Record Date. 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 December 20,
2000. 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 18, 2001.
13
<PAGE>
- --------------------------------------------------------------------------------
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 February 6, 2000, and therefore the persons named in the
accompanying proxy will exercise discretionary authority when voting on any
other matter to come before the Meeting.
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
/s/ Francis E. McGill, III
----------------------------------------
Francis E. McGill, III, Secretary
Philadelphia, Pennsylvania
March 19, 2000
<PAGE>
- --------------------------------------------------------------------------------
THISTLE GROUP HOLDINGS, CO.
6060 RIDGE AVENUE
PHILADELPHIA, PENNSYLVANIA 19128
(215) 483-2800
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 2000
- --------------------------------------------------------------------------------
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 19, 2000, 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:
Francis E. McGill, III [_] [_]
Add B. Anderson, Jr.
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
auditors of the Company for the fiscal year
ending December 31, 2000. [_] [_] [ ]
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 19, 2000.
Please check here if you
Dated: , 2000 [_] 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.
- --------------------------------------------------------------------------------
