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:
[X] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 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:
- --------------------------------------------------------------------------------
[THISTLE GROUP HOLDINGS, CO. LETTERHEAD]
________ __, 2002
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 _______, _______ __, 2002, at _______,
local time. 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 and representatives of Deloitte & Touche LLP, independent accountants,
will be present to respond to questions stockholders may have.
You will be asked to elect three directors and to ratify the
appointment of Deloitte & Touche LLP as the Company's independent accountants
for the fiscal year ending December 31, 2002. The Board of Directors has
approved each of these proposals and recommends that you vote FOR them.
Your vote is important, regardless of the number of shares you own and
regardless of whether you plan to attend the Annual Meeting. We encourage you to
read the enclosed proxy statement carefully and sign and return the enclosed
WHITE proxy card as promptly as possible. A postage-paid return envelope is
provided for your convenience. This will not prevent you from voting in person,
but it will assure that your vote will be counted if you are unable to attend
the Annual Meeting. If you do decide to attend the Annual Meeting and feel for
whatever reason that you want to change your vote at that time, you will be able
to do so.
Sincerely,
John F. McGill, Jr.
Chairman of the Board and
Chief Executive Officer
- --------------------------------------------------------------------------------
THISTLE GROUP HOLDINGS, CO.
6060 RIDGE AVENUE
PHILADELPHIA, PENNSYLVANIA 19128
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON ________ __, 2002
- --------------------------------------------------------------------------------
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
_________, ________ __, 2002 at ____, local time, for the following purposes:
1. To elect three directors of the Company; and
2. To ratify the appointment of Deloitte & Touche LLP as independent
accountants of the Company for the fiscal year ending December
31, 2002;
all as set forth in the Proxy Statement accompanying this notice, and to
transact such other business as may properly come before the Meeting and any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting. Stockholders of record at the close of business on
________ __, 2002, are the stockholders entitled to vote at the Meeting and any
adjournments thereof.
A copy of the Company's Annual Report for the year ended December 31,
2001 is enclosed.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. YOU ARE ENCOURAGED TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD
CAN VOTE BY WRITTEN WHITE PROXY CARD. 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 PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Francis E. McGill, III, Secretary
Philadelphia, Pennsylvania
________ __, 2002
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROXY STATEMENT
OF
THISTLE GROUP HOLDINGS, CO.
6060 RIDGE AVENUE
PHILADELPHIA, PENNSYLVANIA 19128
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
________ __, 2002
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GENERAL
- --------------------------------------------------------------------------------
This proxy statement and the accompanying WHITE proxy card are being
mailed to stockholders of Thistle Group Holdings, Co. (the "Company") commencing
on or about _______ __, 2002 in connection with the solicitation by the
Company's Board of Directors of proxies to be used at the annual meeting of
stockholders (the "Meeting") to be held at Williamson's Restaurant, One Belmont
Avenue, Bala Cynwyd, Pennsylvania, on ________, ________ __, 2002, at ______,
local time.
All properly executed written proxies that are delivered pursuant to
this proxy statement will be voted on all matters that properly come before the
Meeting for a vote. If your signed proxy specifies instructions with respect to
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted (a)
FOR the election of directors named in Proposal 1 (b) FOR Proposal 2
(ratification of the independent accountants), and (c) in the discretion of the
proxy holders, as to any other matters that may properly come before the
Meeting. Your proxy may be revoked at any time prior to being voted by: (i)
filing with the Corporate Secretary of the Company (Francis E. McGill, III, at
6060 Ridge Avenue, Philadelphia, Pennsylvania 19128) written notice of such
revocation, (ii) submitting a duly executed proxy bearing a later date, or (iii)
attending the Meeting and giving the Secretary notice of your intention to vote
in person.
WHETHER OR NOT YOU ATTEND THE MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOU ARE ASKED TO VOTE
PROMPTLY BY SIGNING AND RETURNING THE ACCOMPANYING WHITE PROXY CARD. SHARES CAN
BE VOTED AT THE MEETING ONLY IF YOU ARE REPRESENTED BY PROXY OR ARE PRESENT IN
PERSON.
- --------------------------------------------------------------------------------
VOTING STOCK AND VOTE REQUIRED
- --------------------------------------------------------------------------------
The Board of Directors of the Company ("Board of Directors" or "Board")
has fixed the close of business on ________ __, 2002 as the record date for the
determination of stockholders who are entitled to notice of, and to vote at, the
Meeting. On the record date, there were ________ shares of the Company common
stock outstanding (the "Common Stock"). Each stockholder of record on the record
date is entitled to one vote for each share held.
The Articles of Incorporation of the Company (the "Articles of
Incorporation" or "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. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non- Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, as set forth in Proposal 1, the 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 the
nominees being proposed. Directors are elected by a plurality of votes of the
shares present, in person or represented by proxy, at a meeting and entitled to
vote in the election of directors.
As to the ratification of accountants (Proposal 2) and all other
matters that may properly come before the Meeting, by checking the appropriate
box, a shareholder may: (i) vote "FOR" the item, (ii) vote "AGAINST" the item,
or (iii) "ABSTAIN" with respect to the item. Unless otherwise required by law,
all such matters shall be determined by a majority of votes cast affirmatively
or negatively without regard to (i) Broker Non-Votes or (ii) proxies marked
"ABSTAIN" as to that matter.
- --------------------------------------------------------------------------------
PRINCIPAL HOLDERS
- --------------------------------------------------------------------------------
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, as amended. The following table sets forth, as
of the record date, persons or groups who own more than 5% of the Common Stock.
Other than as noted below, management knows of no person or group that owns more
than 5% of the outstanding shares of Common Stock as of the record date.
Amount and Nature of Percent of Shares of
Name and Address of Beneficial Owner Beneficial Ownership Common Stock Outstanding
- ------------------------------------ -------------------- ------------------------
Roxborough-Manayunk Bank 680,423 (1) __%
Employee Stock Ownership Plan Trust ("ESOP")
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
John F. McGill, Jr. 379,947 (2) __%
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128
- -----------
(footnotes on next page)
2
(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are held in
a suspense account and will be allocated among ESOP participants annually
on the basis of compensation as the ESOP debt is repaid. The Bank's board
of directors (the "Bank's Board") has appointed a committee consisting of
Directors John F. McGill, Jr., Jerry A. Naessens, and Add B. Anderson, Jr.
to serve as the ESOP administrative committee ("ESOP Committee") and to
serve as the ESOP Trustees ("ESOP Trustees"). The ESOP Committee or the
Bank's Board instructs the ESOP Trustees regarding investment of ESOP plan
assets. The ESOP Trustees must vote all shares allocated to participants
accounts under the ESOP as directed by participants. Unallocated shares and
shares for which no timely voting directive is received, will be voted by
the ESOP Trustees as directed by the Bank's Board or the ESOP Committee. As
of the record date, 198,564 shares have been allocated under the ESOP to
participant accounts.
(2) See "Proposal 1 -- Election of Directors."
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Section 16(a) of the 1934 Act, requires the Company's directors and
executive officers to file reports of ownership and changes in ownership of
their equity securities of the Company with the Securities and Exchange
Commission and to furnish the Company with copies of such reports. To the best
of the Company's knowledge, all of the filings by the Company's directors and
executive officers were made on a timely basis during the 2001 fiscal year. The
Company is not aware of other beneficial owners of more than ten percent of its
Common Stock.
- --------------------------------------------------------------------------------
PROPOSAL 1 - ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
On February 14, 2002, the Company received notice from Jewelcor
Management, Inc. that it is nominating Seymour Holtzman, James A. Mitarotonda,
and Alfred I. Fiergang (the "Director Nominees") for election to the Company's
Board of Director's at the Meeting. The Company will oppose the Director
Nominees.
The Board of Directors currently consists of seven members, each of
whom also serves as a director of Roxborough-Manayunk Bank (the "Bank"). The
Company's Articles of Incorporation provide that the Board of Directors must be
divided into three classes as nearly equal in number as possible. At each annual
meeting of stockholders, each of the successors of the directors whose terms
expire at the meeting will be elected to serve for a term of three years
expiring at the third annual meeting of stockholders following the annual
meeting of stockholders at which the successor director was elected.
James C. Hellauer, John F. McGill, Jr. and Charles A. Murray (the
"Nominees") have been nominated by the Board of Directors for a term of three
years. Messrs. Hellauer, McGill, Jr. and Murray currently serve as directors of
the Company.
The persons named as proxies in the enclosed WHITE proxy card intend to
vote for the election of the person listed below, unless the WHITE proxy card is
marked to indicate that such authorization is expressly withheld. Should any of
the Nominees withdraw or be unable to serve (which the Board of Directors does
not expect) or should any other vacancy occur in the Board of Directors, it is
the intention of the persons named in the enclosed WHITE proxy card to vote for
the election of such person as may be recommended to the Board of Directors by
the Nominating Committee of the Board. If there is no substitute nominee, the
size of the Board of Directors may be reduced.
3
The following table sets forth the names, ages, terms of, and length of board
service for the persons nominated for election as directors of the Company at
the Meeting and each other director of the Company who will continue to serve as
director after the Meeting.
Shares of
Year First Current Common Stock
Elected or Term to Beneficially Percent
Name and Title Age(1) Appointed(2) Expire Owned(3) of Class(%)
- -------------- ------ ------------ ------ -------- -----------
Board Nominees For Term To Expire In 2005
James C. Hellauer 63 1999 2002 42,158
Director
John F. McGill, Jr. 40 1991 2002 379,947(4)
Chairman of the Board,
Chief Executive Officer
Charles A. Murray 44 2000 2002 45,400
Director
Directors Continuing In Office
Add B. Anderson, Jr. 75 1973 2003 131,314(4)
Director
Francis E. McGill, III 42 1991 2003 109,787
Director
William A. Lamb, Sr. 65 1993 2004 56,574
Director
Jerry A. Naessens 66 1992 2004 268,686(4)
Executive Vice President,
Chief Financial Officer
and Director
Named Executive Officer Who Is Not A Director
Douglas R. Moore 41 83,279
Senior Vice President
All directors and 1,116,145
executive officers as a
group (8 individuals)
- -----------------
(1) At December 31, 2001.
(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. The share amounts include shares of
Common Stock that the following persons may acquire through the exercise of
stock options within 60 days of the record date: James C. Hellauer -
10,000, John F. McGill, Jr. - 171,575, Charles A. Murray - 10,000, Add B.
Anderson, Jr. - 15,000, Francis E. McGill, III - 39,000, William A. Lamb,
Sr. - 15,000, Jerry A. Naessens - 117,845, and Douglas R. Moore - 38,500.
(footnotes continued on next page.)
4
(4) Excludes 680,423 shares under the employee stock ownership plan ("ESOP")
for which such individuals exercise shared voting and investment power with
respect to such shares as a member of the ESOP Trustee and/or ESOP
Committee. Excludes 201,870 Restricted Stock Plan ("RSP") shares which were
previously awarded but subject to forfeiture for which such individuals
exercise shared voting and investment power with respect to such shares as
a member of the RSP committee. Such individuals disclaim beneficial
ownership with respect to the ESOP and RSP shares held in a fiduciary
capacity.
* Less than 1% of the Common Stock outstanding.
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.
Nominees for Directors:
James C. Hellauer is Executive Director of Colmen Capital Advisors,
Inc., a diversified financial services company located in Wayne, Pennsylvania.
In addition, he is also the owner of James C. Hellauer & Associates, a
consulting firm. Mr. Hellauer is a member of the board of directors of the
Philanthropic Mutual Life Insurance Company, the Philanthropic Mutual Fire
Insurance Company, and daly.commerce.
John F. McGill, Jr. is the Chairman of the Board and Chief Executive
Officer of the Company and the Bank and was the President of the Bank until the
appointment of Mr. Naessens as President of the Bank in June 2000. He has served
the Bank in various officer positions since 1984 and has been a director since
1991. Mr. McGill, Jr. serves on the finance committee of the Basilica of the
National Shrine in Washington, D.C. Francis E. McGill, III and Mr. McGill, Jr.
are first cousins.
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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE ABOVE NOMINEES FOR DIRECTORS.
Continuing Directors:
Add B. Anderson, Jr. is the sole owner of KeyBis Corporation (formerly
Eastern Continuous Forms, Inc.), a holding company for investments in Blue Bell,
Pennsylvania. Mr. Anderson, Jr. is the Chairman of the Board of Trustees for
both Roxborough Memorial Hospital and Roxborough Memorial Health Foundation.
Francis E. McGill, III is the sole proprietor of the law firm of McGill
and McGill, Philadelphia, Pennsylvania. The law firm of McGill and McGill serves
as general counsel to the Company and the Bank. He is a member of the Board of
Trustees of Roxborough Memorial Hospital. John F. McGill, Jr. and Mr. McGill,
III are first cousins.
William A. Lamb, Sr. is Executive Vice President of Staples, Inc.
5
Jerry A. Naessens is Executive Vice President and Chief Financial
Officer of the Company and was appointed President of the Bank in June 2000. Mr.
Naessens has been employed by the Bank since 1991.
Executive Officer Who Is Not A Director:
Douglas R. Moore is the Senior Vice President, Finance and Operations,
of the Company and Chief Operating Officer of the Bank. Mr. Moore is also the
Chief Financial Officer of TGH Securities, a wholly owned subsidiary of the
Company. Prior to joining the Company and the Bank in 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.
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, 2001, the Board of Directors of the
Company held 12 regular meetings and one special meeting. During the year ended
December 31, 2001, 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 consists of Directors
Hellauer (Chairman), Lamb, Murray and Dr. Domanski, who is a director of the
Bank. The committee is a standing committee and meets at least 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
two times during fiscal 2001 to consider compensation.
The Company's Nominating Committee consists of directors Hellauer,
McGill, Jr., Lamb and Naessens. The committee presents its recommendation of
nominees for directors to the full Board of Directors. Nominations to the Board
of Directors made by stockholders must be made in writing to the Secretary and
received by the Company not less than 60 days prior to the anniversary date of
the immediately preceding annual meeting of stockholders of the Company. Notice
to the Company of such nominations must include certain information required
pursuant to the Company's Articles of Incorporation. The Nominating Committee
met one time during 2001.
The Audit Committee consists of non-employee directors Anderson,
Domanski, Hellauer, Lamb, Francis E. McGill, III and Murray. The Board of
Directors has determined that each of the members of the Audit Committee satisfy
the requirements of the NASDAQ as to independence, financial literacy and
experience. The Board of Directors have adopted a written audit charter. The
Audit Committee is a standing committee and, among other matters, is responsible
for developing and maintaining the Company's audit program.
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. In addition to regularly scheduled meetings, the Audit
Committee is available either as a group or individually to discuss with
management and the Bank's internal auditor and the Bank's independent outside
auditors, any matters that might affect the financial statements, internal
controls or other financial aspects of the operations of the Company. The Audit
Committee met three times during the fiscal year ended December 31, 2001.
6
Audit Committee Report
Review of Audited Financial Statements with Management.
The Audit Committee reviewed and discussed the audited financial
statement for the year ended December 31, 2001 with the management of the
Company.
Review of Financial Statements and Other Matters with Independent
Accountant.
The Audit Committee discussed with Deloitte & Touche LLP ("Deloitte &
Touche"), the Company's independent accountants, the matters required to be
discussed by the statement on Auditing Standards No. 61 (Communications with
Audit Committees), as may be modified or supplemented. The Audit Committee has
received the written disclosures and the letter from Deloitte & Touche required
by Independence Standards Board Standard No. 1 (Independence Discussions with
Audit Committees), as may be modified or supplemented, and has discussed with
Deloitte & Touche its independence.
Recommendation that Financial Statements be Included in Annual Report.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001, for filing with the Securities and Exchange Commission.
Audit Committee:
Add B. Anderson, Chairman
Dr. Robert E. Domanski, M.D.
James C. Hellauer
William A. Lamb, Sr.
Francis E. McGill, III
Charles A. Murray
Audit Fees
The aggregate fees billed by Deloitte & Touche for professional
services rendered for the audit of the Company's consolidated annual financial
statements for the 2001 fiscal year and the reviews of the financial statements
included in the Company's Forms 10-Q were approximately $86,000.
Financial Information Systems Design and Implementation Fees
For the 2001 fiscal year, Deloitte & Touche did not render to the
Company and its consolidated subsidiary professional services for financial
information systems design and implementation.
All Other Fees
The aggregate fees billed by Deloitte & Touche to the Company and its
consolidated subsidiaries for all other services other than those covered under
"Audit Fees" for the 2001 fiscal year were approximately $37,000.
7
The Audit Committee considered whether the provision of the non-audit
services listed under "All Other Fees" above were compatible with maintaining
Deloitte & Touche's independence.
- --------------------------------------------------------------------------------
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
- --------------------------------------------------------------------------------
Director Compensation
Non-officer members of the Bank's Board received fees for regular
meetings of $500 per month during the 2001 fiscal year plus an $8,000 retainer.
Additionally, non-officer members of the Bank's Board budget, audit and loan
committees were paid $300 for each meeting attended during fiscal 2001. The Bank
paid a total of approximately $92,000 in directors' fees for the fiscal year
ended December 31, 2001. The Company does not pay any additional compensation
for membership on its Board of Directors.
Under the 1999 Stock Option Plan ("Option Plan") and the Bank's
Restricted Stock Plan ("RSP"), each director was granted stock options and
awarded RSP shares. Under the Option Plan, each director was granted options to
acquire shares of Common Stock at the fair market value of the Common Stock on
July 21, 1999, the effective date of grant. Under the RSP, each director was
awarded shares of Common Stock. Option shares for all non-employee directors are
exercisable at the rate of 33.3%. Option shares awarded to Messrs. McGill, Jr.
and Naessens were immediately exercisable. For all non-employee directors, RSP
shares are vested at the rate of 20% per year, commencing on the effective date
of grant. For Messrs. McGill, Jr. and Naessens, RSP shares were first vested at
the rate of 20% one year from the effective date of grant. Under the Option Plan
and RSP, Mr. McGill, Jr. received 171,575 option shares and 85,913 RSP shares
and Mr. Naessens received 117,845 option shares and 49,251 RSP shares. The
non-employee directors each received 15,000 option shares and 6,000 RSP shares.
All options for the non-employee directors, except for Messrs. Murray and
Hellauer, are fully vested. Messrs. Murray and Hellauer each received their
options in fiscal 2000. Additionally, in accordance with the RSP, dividends are
paid on shares awarded or held in the RSP.
Executive Compensation
Summary Compensation Table. The following table sets forth for the year
ended December 31, 2001, 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 $100,000. All compensation is paid
by the Bank.
8
Annual Compensation Long Term Compensation Awards
------------------- -----------------------------------
Securities
Underlying
Name and Fiscal Restricted Stock Options/SARs All Other
Principal Position Year Salary($) Bonus($) Awards($) (1) (#)(2) Compensation($)
- ------------------ ---- --------- -------- ---------------- ------------ ---------------
John F. McGill, Jr. 2001 261,250 41,000 -- -- 41,837(3)
Chairman of the Board 2000 261,250 40,000 -- -- 60,515
and Chief Executive 1999 250,000 40,129 767,847 171,575 12,827
Officer
Jerry A. Naessens 2001 225,000 21,500 -- -- 35,678(4)
Executive Vice President 2000 225,000 22,000 -- -- 148,022
and Chief Financial 1999 225,000 24,379 440,181 117,845 94,118
Officer
Douglas R. Moore 2001 142,700 21,500 -- -- 25,351(5)
Senior Vice President 2000 124,800 20,000 -- -- 5,598
1999 120,000 11,000 93,870 38,500 630
- ------------------
(1) Shares of restricted stock vest in five equal installments at the rate of
20% per year beginning on July 21, 2000. At December 31, 2001, Mr. McGill,
Jr. held 51,547 unvested shares of restricted stock under the plan that had
a value of $505,161; Mr. Naessens held 29,551 unvested shares of restricted
stock under the plan that had a value of $289,600; and Mr. Moore held 6,300
unvested shares of restricted stock under the plan that had a value of
$61,740. Dividends are paid, and other distributions made, on all shares of
restricted stock to the same extent that dividends are declared and paid,
or other distributions are made, on the Common Stock.
(2) See "-- Stock Awards."
(3) Represents an allocation of 2,003 shares under the ESOP, at a cost basis of
$10 per share ($20,030), 401(k) matching contributions by the Bank of
$3,250 and $18,557 of restricted stock plan dividends. At December 31,
2001, the allocated ESOP shares had a market value of $19,629.
(4) Represents an allocation of 1,979 shares under the ESOP, at a cost basis of
$10 per share ($19,790), 401(k) matching contributions by the Bank of
$5,250, and $10,638 of restricted stock plan dividends. At December 31,
2001, the allocated ESOP shares had a market value of $19,394.
(5) Represents an allocation of 1,929 shares under the ESOP, at a cost basis of
$10 per share ($19,290), 401(k) matching contributions by the Bank of
$4,105 and $1,956 of restricted stock plan dividends. At December 31, 2001,
the allocated ESOP shares had a market value of $18,904.
Stock Awards. Set forth below is information related to options awarded
to the named executive officers pursuant to the Stock Option Plan. There were no
stock appreciation rights granted to the named executive officers.
9
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION VALUES
Number of Securities
Underlying Value of Unexercised
Unexercised Options at in-the-Money Options at
Shares December 31, 2001 (#) December 31, 2001 ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized($) Unexercisable Unexercisable(2)
- ---- ------------ ----------- ------------- ----------------
John F. McGill, Jr. 61,068(1) 458,621(1) 171,575 / -- 147,555 / --
Chief Executive Officer
Jerry A. Naessens, -- -- 117,845 / -- 101,347 / --
Executive Vice President and
Chief Financial Officer
Douglas R. Moore -- -- 38,500 / -- 33,110 / --
Senior Vice President
- --------------
(1) In a stock-for-stock exchange, Mr. McGill, Jr. received net shares of
48,629 and the net value realized was $365,205.
(2) Based on the average exercise price of $8.94 and the closing price of the
Common Stock of $9.80 on December 31, 2001.
Other Benefits
Supplemental Retirement Agreement. The Bank entered into a non-tax
qualified retirement and death benefit agreement with Mr. Naessens. 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. As of December 31, 2001, deferred compensation under the supplemental
retirement plan for Mr. Naessens was approximately $424,000 and such benefit
under the plan was vested.
Employment Agreements. The Bank and Company have an employment
agreement with John F. McGill, Jr., Chief Executive Officer. The Bank has an
employment agreement with Jerry A. Naessens, President of the Bank. The
employment agreements are for terms of three years and 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.
The agreements may also 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
10
compensation for the five most recent years. If such payments were to be made
under the employment agreements, as of December 31, 2001, such payments would
equal approximately $716,000 and $628,000, respectively to John F. McGill, Jr.
and Jerry A. Naessens.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consisted of Directors Hellauer, Lamb,
Murray and Dr. Domanski at December 31, 2001. No member of the Committee is, or
was during 2001, an executive officer of another company whose board of
directors has a comparable committee on which one of the Company's executive
officers serves. None of the executive officers of the Company is, or was during
2001, a member of a comparable compensation committee of a company of which any
of the directors of the Company is an executive officer.
Compensation Committee Report on Executive Compensation
The Compensation Committee meets at least annually to review
compensation paid to the chief executive officer. The Committee reviews various
published surveys of compensation paid to employees performing similar duties
for depository institutions and their holding companies, with a particular focus
on the level of compensation paid by comparable stockholder institutions in and
around the Company's market areas, including institutions with total assets of
$2 billion or less and gross revenues of $600 million or less. Although the
Committee does not specifically set compensation levels for executive officers
based on whether particular financial goals have been achieved by the Company,
the Committee does consider the overall profitability of the Company when making
these decisions. The Compensation Committee has the following goals for
compensation programs impacting the executive officers of the Company and the
Bank:
o to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the future
value of the Company's stock;
o to retain the executive officers who have led the Company to
build its existing market franchise and to allow the Bank to
attract high quality executive officers in the future by
providing total compensation opportunities which are consistent
with competitive norms of the industry and the Company's level of
performance; and
o to maintain reasonable fixed compensation costs by targeting base
salaries at a competitive average.
During the year ended December 31, 2001, John F. McGill, Jr., Chief
Executive Officer did not receive an increase in his base salary of $261,250. In
making its compensation determinations, the committee reviewed the Company's
executive compensation practices and strategies policy document which offers
guidance on base salaries, ranges, and targets. Additionally, the Committee
considers the annual compensation paid to the presidents and chief executive
officers of publicly owned financial institutions nationally, in the
Commonwealth of Pennsylvania and surrounding geographic areas with assets of $2
billion or less and revenues of $600 million or less and the job performance of
such individual as determined by the Committee.
11
Compensation Committee:
James C. Hellauer, Chairman
Dr. Robert E. Domanski, M.D.
William A. Lamb, Sr.
Charles A. Murray
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.
Director Francis E. McGill, III is the sole proprietor of McGill and
McGill, a law firm in Philadelphia, Pennsylvania. During the year ended December
31, 2001, the law firm of McGill and McGill received approximately $150,000 in
fees from the Bank for legal services.
- --------------------------------------------------------------------------------
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. The total return indices of The Nasdaq
Stock Market are computed by the Center for Research in Security Prices ("CRSP")
at the University of Chicago. The Standard & Poor's 500 is computed by SNL
Securities LC, Charlottesville, Virginia. All four investment comparisons assume
the investment of $100 as of the close of trading on July 14, 1998 (the date of
initial issuance of the Common Stock) and the reinvestment of dividends when
paid. In the performance graph below, the periods compared were July 14, 1998
and each subsequent year end through December 31, 2001.
[PERFORMANCE GRAPH TO BE INSERTED]
12
- --------------------------- ---------- ----------- ----------- ----------- -----------
7/14/98($) 12/31/98($) 12/31/99($) 12/31/00($) 12/31/01($)
- --------------------------- ---------- ----------- ----------- ----------- -----------
Thistle Group Holdings, Co. 100
- --------------------------- ---------- ----------- ----------- ----------- -----------
CRSP Nasdaq Bank Index 100
- --------------------------- ---------- ----------- ----------- ----------- -----------
CRSP U.S. Index 100
- --------------------------- ---------- ----------- ----------- ----------- -----------
S&P 500 Index 100
- --------------------------- ---------- ----------- ----------- ----------- -----------
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
above. The Company neither makes nor endorses any predictions as to stock
performance.
- --------------------------------------------------------------------------------
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
- --------------------------------------------------------------------------------
Deloitte & Touche was the Company's independent accountant for the
fiscal year ended December 31, 2001. The Board of Directors has approved the
selection of Deloitte & Touche as its independent accountants for the fiscal
year ending December 31, 2002, subject to ratification by the Company's
stockholders. A representative of Deloitte & Touche 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 INDEPENDENT ACCOUNTANTS 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 AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2002.
- --------------------------------------------------------------------------------
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 ________ __,
2002. 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 ________ __, 2003.
- --------------------------------------------------------------------------------
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 in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting such proxies.
13
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
________ __, 2002
14
APPENDIX
- --------------------------------------------------------------------------------
THISTLE GROUP HOLDINGS, CO.
6060 RIDGE AVENUE
PHILADELPHIA, PENNSYLVANIA 19128
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
________ __, 2002
- --------------------------------------------------------------------------------
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
__________, ________ __, 2002, at ____, local time, 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:
James C. Hellauer |_| |_|
John F. McGill, Jr.
Charles A. Murray
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
accountants of the Company for the fiscal
year ending December 31, 2002. |_| |_| |_|
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
- --------------------------------------------------------------------------------
A - 1
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 _______ __, 2002.
Please check here if you
Dated: , 2002 |_| 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.
- --------------------------------------------------------------------------------
A - 2