[THISTLE GROUP HOLDINGS, CO. LETTERHEAD]
June 6, 2002
VIA FACSIMILE AND U.S. MAIL
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Mr. Seymour Holtzman
Jewelcor Companies
100 North Wilkes-Barre Boulevard
Wilkes-Barre, PA 18702
Dear Mr. Holtzman:
This letter is in response to your May 28, 2002 letter and other
correspondence. As you are aware, Thistle Group Holdings, Co. (the "company")
offered on May 7, 2002 to repurchase up to 15% of its outstanding stock at a
price between $11.50 and $12.50 per share. The Company announced on June 4, 2002
that it has increased the offer to $13.00 per share. The Company has received a
fairness opinion from its financial advisor that the price offered is fair to
stockholders and to the Company.
As part of the Company's capital management strategy, the Company has
repurchased approximately 33% of its outstanding stock. This is a method of
enhancing shareholder value for the remaining shareholders of the Company. In
contrast, any tender offer by a third party, such as yourself, does not cancel
shares and does not improve shareholder value for the Company.
In addition, for a third party to acquire more than 10% of the
Company's outstanding stock, it must obtain regulatory approval or non-objection
from the Office of Thrift Supervision ("OTS"). Such application generally takes
several months to process. It is our understanding that you have made no filing
for approval or non-objection with the OTS. Therefore, it does not appear that
you have the ability to purchase up to 15% of the Company's outstanding common
stock on June 20, 2002.
Accordingly, as previously stated by the Company, the Company confirms
its outstanding tender offer. The Board believes that it is in the best interest
of the Company and its shareholders not to take any action which would impair
the success of the Company's outstanding tender offer.
Sincerely,
/s/John F. McGill, Jr.
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John F. McGill, Jr.
Chairman of the Board
cc: Board of Directors