THISTLE GROUP HOLDINGS, CO.
AMENDED AND RESTATED
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
(including the associated preferred share purchase rights)
of
Thistle Group Holdings, Co.
Tendered Pursuant To the Offer to Purchase For Cash
Dated June 7, 2002
THIS OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON THURSDAY, JUNE 20, 2002, UNLESS THE OFFER IS EXTENDED. THISTLE
GROUP HOLDINGS, CO. MAY EXTEND THE OFFER PERIOD AT ANY TIME. DEPENDING UPON THE
RESULTS OF THE OFFERING, WE RESERVE THE RIGHT TO TERMINATE THE OFFERING AND NOT
PURCHASE TENDERED SHARES.
The Depositary for the offer is:
ALPINE FIDUCIARY SERVICES, INC.
By Mail:
Alpine Fiduciary Services, Inc.
c/o Georgeson Shareholder Communications
PO Box 2065
South Hackensack, NJ 07606-9974
By Overnight Courier:
Alpine Fiduciary Services, Inc.
c/o Georgeson Shareholder Communications
111 Commerce Road
Carlstadt, NJ 07072
Attn: Reorg Department
By Hand:
Alpine Fiduciary Services, Inc.
c/o Georgeson Shareholder Communications
17 State Street - 28th Floor
New York, NY 10004
Attn: Mark Zimkind
Facsimile Number (for eligible institutions): 201-559-1162
Confirm Facsimile Transmissions: 201-460-2213
For Assistance: 866-324-8876 (Toll Free)
THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS AMENDED AND RESTATED LETTER
OF TRANSMITTAL IS COMPLETED.
REFERENCES TO "THE OFFER," UNLESS NOTED OTHERWISE, REFERS TO THE ORIGINAL OFFER
DATED MAY 7, 2002.
FOR THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT
MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF THE ABOVE ADDRESSES BEFORE THE
OFFER EXPIRES (IN ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS AMENDED
AND RESTATED LETTER AND ITS INSTRUCTIONS). DELIVERY OF THIS AMENDED AND RESTATED
LETTER OF TRANSMITTAL TO ANOTHER ADDRESS WILL NOT CONSTITUTE A VALID DELIVERY.
DELIVERIES TO THISTLE GROUP HOLDINGS, CO., THE INFORMATION AGENT, GEORGESON
SHAREHOLDER, OR THE BOOK-ENTRY TRANSFER FACILITY, WILL NOT BE FORWARDED TO
ALPINE FIDUCIARY SERVICES, INC. AND WILL NOT CONSTITUTE A VALID DELIVERY.
DESCRIPTION OF SHARES TENDERED
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Name(s) and Address(es) of Registered Holder(s)
Shares Tendered
(If Blank, Please Fill in Exactly as Name(s) Appear(s) on Certificate(s))
(Attach Additional List if Necessary)
Total Number of Shares
Represented by Number of Shares
Certificate Number(s)(1) Certificate(s)(1) Tendered(2)
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Total Certificated Shares Tendered: ______________ ______________
Total Dividend Reinvestment Program Shares Tendered(4): ______________ ______________
Total Shares Tendered By Book-Entry: ______________ ______________
TOTAL SHARES TENDERED: ______________ ______________
Indicate in this box the order (by certificate number) in which shares are to be
purchased in the event of proration (attach additional signed list if
necessary): (1)(3)
1st: [ ] Check here if shares are lost.
2nd:
3rd:
4th:
(1) Need not be completed if shares are delivered by book-entry transfer.
(2) If you desire to tender fewer than all shares evidenced by any
certificates listed, please indicate in this column the number of
shares you wish to tender. Otherwise, all shares evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.
(3) If you do not designate an order, in the event less than all shares
tendered are purchased due to proration, shares will be selected for
purchase by the depositary. See Instruction 8.
(4) See box below regarding tendering dividend reinvestment program
shares. See also Instruction 16.
2
WHEN THIS AMENDED AND RESTATED LETTER OF TRANSMITTAL SHOULD BE USED:
You should complete this amended and restated letter of transmittal only if:
o you are including with this letter certificates representing the
shares that you are tendering (or the certificates will be delivered
pursuant to a notice of guaranteed delivery you have previously sent
to the depositary);or
o you are tendering shares held through the Thistle Group Holdings, Co.
Automatic Dividend Reinvestment Plan, or
o you are concurrently tendering shares by book-entry transfer to the
account maintained by the depositary at The Depository Trust Company
(the "book-entry transfer facility") pursuant to section 4 of the
Amended and Restated Offer dated June 7, 2002 ("Amended and Restated
Offer") and The Offer and you are not (1) using an agent's message (as
defined in Instruction 2) or (2) providing the acknowledgment required
by the automated tender offer program.
If you want to tender your shares into the offer but (1) your
certificates are not immediately available, (2) you cannot deliver all documents
required by this amended and restated letter of transmittal to the depositary
before the offer expires, or (3) you cannot comply with the procedure for
book-entry transfer on a timely basis, you can still tender your shares if you
comply with the guaranteed delivery procedure set forth in Section 4 of the
Amended and Restated Offer and The Offer. See Instruction 2.
This letter of transmittal may not be used for shares held in the
Roxborough Manayunk Employee Stock Ownership Plan. The ESOP trustees have the
sole discretion to determine whether to tender any shares held in the plan. The
ESOP trustees have informed us that they do not intend to tender any shares held
in the Roxborough Manayunk Employee Stock Ownership Plan. See Instruction 15.
If you already tendered your shares:
o no further action is necessary regarding any shares previously validly
tendered and not withdrawn; and
o if the amended and restated offer is completed, these shares will be
accepted for payment and you will received the increased price of $13.00
per share.
3
ADDITIONAL INFORMATION REGARDING TENDERED SHARES
[ ] Check here if tendered shares are being delivered by book-entry transfer
made to an account maintained by the depositary with the book-entry
transfer facility and complete the following information (only financial
institutions that are participants in the system of any book-entry transfer
facility may deliver shares by book-entry transfer).
Name of Tendering Institution:
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Account Number:
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Transaction Code Number:
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[ ] Check here if tendered shares are being delivered pursuant to a
notice of guaranteed delivery previously sent to the depositary and
complete the following:
Name(s) of Registered Owner(s):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Institution which Guaranteed Delivery:
-------------------------
Account Number:
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TENDER OF SHARES HELD IN THISTLE GROUP HOLDINGS, CO.
AUTOMATIC DIVIDEND REINVESTMENT PLAN
(SEE INSTRUCTION 16)
Complete this section if you want to tender shares held in Thistle Group
Holdings, Co.'s automatic dividend reinvestment plan. Please check only one box.
If you check more than one box, or you check the second box but do not indicate
a number of shares, none of the shares held in your dividend reinvestment
program account will be tendered.
[ ] I instruct the program administrator to tender ALL of the shares credited
to my dividend reinvestment program account.
[ ] I instruct the program administrator to tender the following number of
shares credited to my dividend reinvestment program account.
Number of shares:
--------------------
4
ODD LOTS
(SEE INSTRUCTION 7)
Complete this section only if you own, or are tendering on behalf of a person
who owns, beneficially or of record, an aggregate of fewer than 100 shares
(including any shares held in Thistle Group Holdings, Co.'s automatic dividend
reinvestment plan, but not including any shares held in the Roxborough Manayunk
Employee Stock Ownership Plan) and are tendering all of your shares.
You either (check one box):
[ ] are the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
[ ] are a broker, dealer, commercial bank, trust company, or other nominee that
(a) is tendering for the beneficial owner(s), shares with respect to which
it is the record holder, and (b) believes, based upon representations made
to it by the beneficial owner(s), that each such person is the beneficial
owner of an aggregate of fewer than 100 shares and is tendering all of the
shares.
5
CONDITIONAL TENDER
(SEE INSTRUCTION 14)
You may condition your tender of shares on Thistle Group Holdings, Co.
purchasing a specified minimum number of your tendered shares, all as described
in Section 7 of The Offer. Unless the minimum number of shares you indicate
below is purchased by Thistle Group Holdings, Co. in the offer, none of the
shares you tendered will be purchased. It is your responsibility to calculate
that minimum number of shares that must be purchased if any are purchased, and
you are urged to consult your own tax advisor before completing this section.
Unless this box has been checked and a minimum number of shares specified, your
tender will be deemed unconditional.
[ ] The minimum number of shares that must be purchased, if any are purchased,
is: ____________ shares.
If because of proration, the minimum number of shares that you designated above
will not be purchased, Thistle Group Holdings, Co. may accept conditional
tenders by random lot, if necessary. However, to be eligible for purchase by
random lot, you must have tendered all your shares and checked this box:
[ ] The tendered shares represent all shares held by me.
6
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6, 7 AND 9)
Complete this box only if you want certificate(s) for shares not tendered or not
purchased and/or any check for the purchase price to be issued in the name of
someone other than you.
Issue: [ ] Check [ ] Certificate(s) to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
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(Tax Identification or Social Security Number)
(See Substitute Form W-9)
7
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 and 7)
Complete this box only if you want certificate(s) for shares not tendered or not
purchased and/or any check for the purchase price to be mailed or sent to
someone other than you or to you at an address other than that designated
earlier.
Mail: [ ] Check [ ] Certificate(s) to:
Name:
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(Please Print)
Address:
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(Include Zip Code)
Thistle Group Holdings, Co. has no obligation, pursuant to the "Special Payment
Instructions," to transfer any certificate for shares from the name of its
registered holder(s), or to order the registration or transfer of any shares
tendered by book-entry transfer, if Thistle Group Holdings, Co. does not
purchase any of the shares represented by such certificate or tendered by such
book-entry transfer.
NOTE: SIGNATURES MUST BE PROVIDED IN THE BOX BELOW LABELED
"IMPORTANT - SHAREHOLDERS SIGN HERE" IF YOU WANT TO
TENDER YOUR SHARES.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
8
To Alpine Fiduciary Services, Inc.
The undersigned hereby tenders to Thistle Group Holdings, Co., a
Pennsylvania corporation, the above-described shares of Thistle Group Holdings,
Co.'s common stock, $.10 par value per share, at the price per share indicated
in this amended and restated letter of transmittal, to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase For Cash dated May 7, 2002, and as amended and restated on
June 7, 2002, ("the Amended and Restated Offer") receipt of which is hereby
acknowledged, and in this amended and restated letter of transmittal which, as
amended or supplemented from time to time, together constitute the offer. All
shares tendered and purchased will include the associated preferred share
purchase rights issued pursuant to the Rights Agreement, dated as of September
30, 1999, as amended, between Thistle Group Holdings, Co. and Registrar and
Transfer Company, as rights agent, and, unless the context otherwise requires,
all references to shares include the associated preferred share purchase rights.
Subject to, and effective upon, acceptance for payment of the shares
tendered in accordance with the terms and subject to the conditions of the
offer, including, if the offer is extended or amended, the terms and conditions
of the extension or amendment, the undersigned agrees to sell, assign and
transfer to, or upon the order of, Thistle Group Holdings, Co. all right, title
and interest in and to all shares tendered and orders the registration of all
shares if tendered by book-entry transfer and irrevocably constitutes and
appoints the depositary as the true and lawful agent and attorney-in-fact of the
undersigned with respect to the shares with full knowledge that the depositary
also acts as the agent of Thistle Group Holdings, Co., with full power of
substitution (the power of attorney being deemed to be an irrevocable power
coupled with an interest), to:
1. deliver certificate(s) representing the shares or transfer
ownership of the shares on the account books maintained by the
book-entry transfer facility, together, in either case, with all
accompanying evidences of transfer and authenticity, to or upon
the order of Thistle Group Holdings, Co. upon receipt by the
depositary, as the undersigned's agent, of the purchase price
with respect to the shares;
2. present certificates for the shares for cancellation and transfer
on Thistle Group Holdings, Co.'s books; and
3. receive all benefits and otherwise exercise all rights of
beneficial ownership of the shares, subject to the next
paragraph, all in accordance with the terms and subject to the
conditions of the offer.
The undersigned covenants, represents and warrants to Thistle Group Holdings,
Co. that:
1. the undersigned has full power and authority to tender, sell,
assign and transfer the shares tendered hereby and when and to
the extent accepted for payment, Thistle Group Holdings, Co. will
acquire good, marketable and unencumbered title to the tendered
shares, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sales agreements
or other obligations relating to the sale or transfer of the
shares, and not subject to any adverse claims;
2. the undersigned understands that tenders of shares pursuant to
any one of the procedures described in Section 4 of the Amended
and Restated Offer and The Offer (the "Offers") and in the
instructions to this amended and restated letter of transmittal
will constitute the undersigned's acceptance of the terms and
conditions of the offer, including the undersigned's
representation and warranty that (a) the undersigned has a "net
long position,"
9
within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, in the shares or equivalent securities at
least equal to the shares being tendered, and (b) the tender of
shares complies with Rule 14e-4;
3. the undersigned will, upon request, execute and deliver any
additional documents deemed by the depositary or Thistle Group
Holdings, Co. to be necessary or desirable to complete the sale,
assignment and transfer of the shares tendered; and
4. the undersigned has read, understands and agrees to all of the
terms of the offer.
The undersigned understands that Thistle Group Holdings, Co.'s
acceptance of shares tendered pursuant to any one of the procedures described in
Section 4 of the Offers and in the instructions to this amended and restated
letter of transmittal will constitute a binding agreement between the
undersigned and Thistle Group Holdings, Co. upon the terms and subject to the
conditions of the offer. The undersigned acknowledges that under no
circumstances will Thistle Group Holdings, Co. pay interest on the purchase
price, including without limitation, by reason of any delay in making payment.
The name(s) and address(es) of the registered holder(s) should be
printed, if they are not already printed above, exactly as they appear on the
certificates evidencing shares tendered. The certificate numbers, the number of
shares evidenced by the certificates, the number of shares that the undersigned
wishes to tender, and the price at which the shares are being tendered should be
set forth in the appropriate boxes above.
The undersigned understands that Thistle Group Holdings, Co. will
purchase up to 1,000,000 shares of its common stock at a set price of $13.00 per
share properly tendered. All shares properly tendered and not properly withdrawn
will be purchased, subject to the conditions of the offer and the "odd lot"
priority, proration and conditional tender provisions described in the Offer To
Purchase For Cash. Shares not purchased because of proration or conditional
tenders will be returned without expense to the shareholder.
The undersigned recognizes that under the circumstances set forth in
the Offers, Thistle Group Holdings, Co. may terminate or amend the offer or may
postpone the acceptance for payment of, or the payment for, shares tendered or
may accept for payment fewer than all of the shares tendered. The undersigned
understands that certificate(s) for any shares not tendered or not purchased
will be returned to the undersigned at the address indicated above, unless
otherwise indicated in the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" above. The undersigned acknowledges
that Thistle Group Holdings, Co. has no obligation, pursuant to the "Special
Payment Instructions" box, to transfer any certificate for shares from the name
of its registered holder(s), or to order the registration or transfer of any
shares tendered by book-entry transfer, if Thistle Group Holdings, Co. does not
purchase any of the shares represented by such certificate or tendered by such
book-entry transfer.
The check for the aggregate purchase price for the shares tendered and
purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated in the boxes entitled
"Special Payment Instructions" or "Special Delivery Instructions" above.
All authority conferred or agreed to be conferred by this amended and
restated letter of transmittal will survive the death or incapacity of the
undersigned, and any obligation of the undersigned will be binding on the heirs,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy and legal representatives of the undersigned. Except as
stated in the Offers, this tender is irrevocable.
10
IMPORTANT
STOCKHOLDERS SIGN HERE
(PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.)
(Must be signed by the registered holder(s) exactly as such holder(s) name(s)
appear(s) on certificate(s) for shares or on a security position listing or by
person(s) authorized to become the registered holder(s) thereof by certificates
and documents transmitted with this amended and restated letter of transmittal.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title and see Instruction 5.)
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- --------------------------------------------------------------------------------
(Signature(s) of Owner(s))
Dated: , 2002
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Name(s):
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(Please Print)
Capacity (full title):
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Address:
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(Include Zip Code)
Daytime Area Code and Telephone Number:
-----------------------
Tax Identification or Social Security Number:
-----------------
(SEE SUBSTITUTE FORM W-9)
11
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6)
Authorized Signature:
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Name:
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(Please Print)
Title:
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Name of Firm:
------------------------------------------------------------------
Address:
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(Include Zip Code)
Area Code and Telephone Number:
-------------------
Dated: , 2002
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PAYER: ALPINE FIDUCIARY SERVICES, INC.
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- --------------------------------------------------------------------------------
SUBSTITUTE FORM W-9 PART I - TAXPAYER IDENTIFICATION NUMBER - FOR
DEPARTMENT OF THE ALL ACCOUNTS, ENTER TAXPAYER IDENTIFICATION
TREASURY INTERNAL NUMBER IN THE BOX BELOW AND CERTIFY BY SIGNING
REVENUE SERVICE AND DATING BELOW.
Note: If the account is in more than one name, see the
chart in the enclosed guidelines to determine which
number to give the payer.
-----------------------------------
Social security number Or
-----------------------------------
Employer identification number
- --------------------------------------------------------------------------------
PART II - For payees exempt from backup withholding,
please write "EXEMPT" here (see the enclosed
guidelines):
-----------------------------------
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12
- --------------------------------------------------------------------------------
PAYER'S REQUEST FOR PART III - Certification - UNDER PENALTIES OF PERJURY,
TAXPAYER NUMBER (TIN) I CERTIFY THAT (1) The number shown on this form is my
correct Taxpayer Identification Number (or I am waiting
for a number to be issued to me), and (2) I am not
subject to backup withholding because:
o I am exempt from backup withholding, or
o I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all
interest or dividends, or
o the IRS has notified me that I am no longer subject
to backup withholding.
- --------------------------------------------------------------------------------
Certification Instructions - You must cross out item
(2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of
underreporting of interest or dividends on your tax
return and you have not been notified by the IRS that
you are no longer subject to backup withholding. (Also,
see instructions in the enclosed guidelines.)
Signature:
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Date: __________________, 2002
- --------------------------------------------------------------------------------
NOTE: Failure to complete and return this form may result in backup withholding
of 30% of any payments made to you pursuant to the offer. Please review the
enclosed guidelines for certification of taxpayer identification number on
Substitute Form W-9 for additional details. You must complete the following
certificate if you are awaiting (or will soon apply for) a taxpayer
identification number.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that, notwithstanding
the information I provided in Part III of the Substitute Form W-9 above (and the
fact that I have completed this Certificate of Awaiting Taxpayer Identification
Number), if I do not provide a taxpayer identification number to the depositary
within sixty (60) days, the depositary is required to withhold 30% of all cash
payments made to me thereafter until I provide a number.
Signature: Date: , 2002
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Name:
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(Please Print)
Address:
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13
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER.
1. GUARANTEE OF SIGNATURES. Depending on how the certificates for your
shares are registered and to whom you want payments or deliveries made, you may
need to have the signatures on this amended and restated letter of transmittal
guaranteed by an eligible guarantor institution. No signature guarantee is
required if either:
o this amended and restated letter of transmittal is signed by the
registered holder(s) of the shares tendered (which, for these
purposes, includes any participant in the book-entry transfer
facility whose name appears on a security position listing as the
owner of the shares) exactly as the name of the registered
holder(s) appears on the certificate(s) for the shares and
payment and delivery are to be made directly to the holder,
unless the holder has completed the box entitled "Special Payment
Instructions" above; or
o the shares are tendered for the account of a bank, broker,
dealer, credit union, savings association or other entity which
is a member in good standing of the Securities Transfer Agents
Medallion Program or a bank, broker, dealer, credit union,
savings association or other entity which is an "eligible
guarantor institution," as that term is defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as
amended.
In all other cases, including if you have completed the box entitled
"Special Payment Instructions" above, an eligible guarantor institution must
guarantee all signatures on this amended and restated letter of transmittal. You
may also need to have any certificates you deliver endorsed or accompanied by a
stock power, and the signatures on these documents also may need to be
guaranteed. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. For your shares to be properly tendered, either (1) or (2)
below must happen:
(1) the depositary must receive all of the following at its address
above in this amended and restated letter of transmittal before or on the date
Thistle Group Holdings, Co.'s offer expires:
o one of (a) the certificates for the shares, (b) a confirmation of
receipt of the shares pursuant to the procedure for book-entry
transfer described in this Instruction 2 or (c) in the case of
shares held in the Thistle Group Holdings, Co. automatic dividend
reinvestment plan, completion of the appropriate sections of this
amended and restated letter of transmittal; and
o one of (a) properly completed and executed letter of transmittal
or a manually executed facsimile of it, including any required
signature guarantees, (b) an "agent's message" of the type
described in this Instruction 2 in the case of a book-entry
transfer or (c) a specific acknowledgment in the case of a tender
through the "automated tender offer program" described in this
Instruction 2, and
o any other documents required by this amended and restated letter
of transmittal.
(2) You must comply with the guaranteed delivery procedure set forth
below.
14
Book-Entry Delivery. Any institution that is a participant in the
book-entry transfer facility's system may make book-entry delivery of the shares
by causing the book-entry transfer facility to transfer shares into the
depositary's account in accordance with the book-entry transfer facility's
procedures for transfer. Delivery of this amended and restated letter of
transmittal or any other required documents to the book-entry transfer facility
does not constitute delivery to the depositary.
Agent's Message. The term "agent's message" means a message transmitted
by the book-entry transfer facility to, and received by, the depositary, which
states that the book-entry transfer facility has received an express
acknowledgment from the participant in the book-entry transfer facility
tendering the shares that such participant has received and agrees to be bound
by the terms of this amended and restated letter of transmittal and that Thistle
Group Holdings, Co. may enforce such agreement against them.
Automated Tender Offer Program. Participants in the book-entry transfer
facility may also tender their shares in accordance with the automated tender
offer program to the extent it is available to them for the shares they wish to
tender. A shareholder tendering through the automated tender offer program must
expressly acknowledge that the shareholder has received and agrees to be bound
by this amended and restated letter of transmittal and that we may enforce such
agreement against them.
Guaranteed Delivery. If you want to tender your shares but your share
certificate(s) are not immediately available or cannot be delivered to the
depositary before the offer expires, the procedure for book-entry transfer
cannot be completed on a timely basis, or if time will not permit all required
documents to reach the depositary before the offer expires, your shares may
still be tendered, if all of the following conditions are satisfied:
o the tender is made by or through an eligible guarantor
institution;
o the depositary receives by hand, mail, overnight courier or
facsimile transmission, before the expiration date, a properly
completed and duly executed notice of guaranteed delivery in the
form provided with this amended and restated letter of
transmittal, specifying the price at which shares are being
tendered, including (where required) a signature guarantee by an
eligible guarantor institution in the form set forth in the
notice of guaranteed delivery; and
o all of the following are received by the depositary within three
NASDAQ trading days after the date of receipt by the depositary
of the notice of guaranteed delivery:
o one of (a) the certificates for the shares, (b) a
confirmation of receipt of the shares pursuant to the
procedure for book-entry transfer described in this
Instruction 2 or (c) in the case of shares held in the
Thistle Group Holdings, Co. automatic dividend reinvestment
plan, completion of the appropriate sections of this amended
and restated letter of transmittal, and
o one of (a) a properly completed and executed letter of
transmittal or a manually executed facsimile of it,
including any required signature guarantees, (b) an agent's
message" of the type described in this Instruction 2 in the
case of a book-entry transfer or (c) a specific
acknowledgment in the case of a tender through the
"automated tender offer program" described in this
Instruction 2, and
o any other documents required by this amended and restated letter
of transmittal.
15
THE METHOD OF DELIVERING ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
SHARES, THE AMENDED AND RESTATED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS, IS AT YOUR ELECTION AND RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Except as specifically permitted by Section 7 of The Offer, Thistle
Group Holdings, Co. will not accept any alternative, conditional or contingent
tenders, nor will it purchase any fractional shares, except as expressly
provided in the Offers. All tendering shareholders, by execution of this amended
and restated letter of transmittal or a manually signed facsimile of this
amended and restated letter of transmittal, waive any right to receive any
notice of the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Shares Tendered" above is inadequate, the certificate numbers
and/or the number of shares should be listed on a separate signed schedule and
attached to this amended and restated letter of transmittal.
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (This paragraph does not
apply to shareholders who tender by book-entry transfer.) If fewer than all of
the shares evidenced by any certificate are to be tendered, fill in the number
of shares that are to be tendered in the column entitled "Number of Shares
Tendered" in the box entitled "Description of Shares Tendered" above. In that
case, if any tendered shares are purchased, a new certificate for the remainder
of the shares (including any shares not purchased) evidenced by the old
certificate(s) will be issued and sent to the registered holder(s), unless
otherwise specified in either the box entitled "Special Payment Instructions" or
"Special Delivery Instructions" in this amended and restated letter of
transmittal, as soon as practicable after the expiration date. Unless otherwise
indicated, all shares represented by the certificate(s) set forth above and
delivered to the depositary will be deemed to have been tendered.
If any tendered shares are not purchased or are properly withdrawn, or
if less than all shares evidenced by a shareholder's certificates are tendered,
certificates for unpurchased shares will be returned as soon as practicable
after the expiration or termination of the tender offer or the proper withdrawal
of the shares, as applicable. In the case of shares tendered by book-entry
transfer at the book-entry transfer facility, the shares will be credited to the
appropriate account maintained by the tendering shareholder at the book-entry
transfer facility. In each case, shares will be returned or credited without
expense to the shareholder.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
Exact Signature. If this amended and restated letter of transmittal is
signed by the registered holder(s) of the shares tendered, the signature(s) must
correspond exactly with the name(s) as written on the face of the certificate(s)
without any change whatsoever.
Joint Holders. If the shares tendered are registered in the names of
two or more joint holders, each holder must sign this amended and restated
letter of transmittal.
Different Names on Certificates. If any tendered shares are registered
in different names on several certificates, it will be necessary to complete,
sign and submit as many separate letters of transmittal (or manually signed
facsimiles) as there are different registrations of certificates.
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Endorsements. When this amended and restated letter of transmittal is
signed by the registered holder(s) of the shares tendered, no endorsements of
certificates representing the shares or separate stock powers are required
unless payment is to be made or the certificates for shares not tendered or not
purchased are to be issued to a person other than the registered holder(s).
Signature(s) on the certificate(s) must be guaranteed by an eligible
institution.
If this amended and restated letter of transmittal is signed by a
person other than the registered holder(s) of the certificates listed, or if
payment is to be made or certificates for shares not tendered or not purchased
are to be issued to a person other than the registered holder(s), the
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appears on
the certificates, and the signatures on the certificates or stock powers must be
guaranteed by an eligible institution. See Instruction 1.
Signatures of Fiduciaries. If this amended and restated letter of
transmittal or any certificate or stock power is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or any other
person acting in a fiduciary or representative capacity, that person should so
indicate when signing and must submit proper evidence satisfactory to Thistle
Group Holdings, Co. of his or her authority to so act.
6. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover tax stamps need accompany this
amended and restated letter of transmittal. Thistle Group Holdings, Co. will pay
any stock transfer taxes payable on the transfer to it of shares purchased
pursuant to the offer. If, however, (a) payment of the purchase price is to be
made to any person other than the registered holder(s); (b) shares not tendered
or rejected for purchase are to be registered in the name(s) of any person(s)
other than the registered holder(s); or (c) certificates representing tendered
shares are registered in the name(s) of any person(s) other than the person(s)
signing this amended and restated letter of transmittal, then the depositary
will deduct from the purchase price the amount of any stock transfer taxes
(whether imposed on the registered holder(s), other person(s) or otherwise)
payable on account of the transfer to that person, unless satisfactory evidence
of the payment of the taxes or any exemption therefrom is submitted.
7. ODD LOTS. If Thistle Group Holdings, Co. is to purchase fewer than
all shares properly tendered and not properly withdrawn, the shares purchased
first will consist of all shares properly tendered by any shareholder who owns,
beneficially or of record, an aggregate of fewer than 100 shares (including
shares held in Thistle Group Holdings, Co.'s automatic dividend reinvestment
plan, but not including any shares held in the Roxborough Manayunk Employee
Stock Ownership Plan) and who tenders all of the holder's shares. This
preference will not be available unless the section captioned "Odd Lots" is
completed.
8. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1
of the Offers, shareholders can specify in the "Description
of Shares Tendered" box of this amended and restated letter of transmittal the
order in which specified portions of their shares will be purchased if, as a
result of the proration provisions or otherwise, some but not all of the
tendered shares are purchased in the tender offer. The order of purchase may
have an effect on the federal income tax treatment of the purchase price for the
shares purchased. See Section 1 of the Offers and Section 15 of The Offer.
9. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
shares not tendered or not purchased and/or check(s) are to be issued in the
name of a person other than the signer of this amended and restated letter of
transmittal, the box entitled "Special Payment Instructions" on this amended and
restated letter of transmittal should be completed as applicable and signatures
must be guaranteed as described in Instruction 1.
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10. IRREGULARITIES. All questions as to the number of shares to be
accepted, and the validity, form, eligibility (including time of receipt) and
acceptance for payment of any tender of shares will be determined by Thistle
Group Holdings, Co. in its sole discretion and that determination will be final
and binding on all parties. Thistle Group Holdings, Co. reserves the absolute
right to reject any or all tenders of any shares that it determines are not in
proper form or the acceptance for payment of or payment for which it determines
may be unlawful. Thistle Group Holdings, Co. also reserves the absolute right to
waive any of the conditions of the tender offer or any defect or irregularity in
any tender with respect to any particular shares or any particular shareholder,
and Thistle Group Holdings, Co.'s interpretation of the terms of the tender
offer (including these Instructions) will be final and binding on all parties.
No tender of shares will be deemed to have been properly made until all defects
or irregularities have been cured by the tendering shareholder or waived by
Thistle Group Holdings, Co.. Unless waived, any defects and irregularities in
connection with tenders must be cured within the time period, if any, Thistle
Group Holdings, Co. determines. Neither Thistle Group Holdings, Co., nor any of
the depositary, the information agent or any other person will be under any duty
to give notification of any defects or irregularities in any tender or incur any
liability for failure to give any such notification.
11. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for additional copies of the Amended and Restated Offer,
the amended and restated letter of transmittal or the notice of guaranteed
delivery may be directed to the information agent at the telephone number and
address set forth the back page of the Offers and set forth below.
12. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income
tax law generally requires that a shareholder whose tendered shares are accepted
for purchase, or the shareholder's assignee (in either case, the "payee"),
provide the depositary with the payee's correct Taxpayer Identification Number
("TIN"), which, in the case of a payee who is an individual, is the payee's
social security number. If the depositary is not provided with the correct TIN
or an adequate basis for an exemption, the payee may be subject to penalties
imposed by the IRS and backup withholding in an amount equal to 30% of the gross
proceeds received pursuant to the offer. If withholding results in an
overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each payee must provide the payee's
correct TIN by completing the Substitute Form W-9 set forth in this amended and
restated letter of transmittal, certifying that the TIN provided is correct (or
that the payee is awaiting a TIN) and that
o the payee is exempt from backup withholding; or
o the payee has not been notified by the Internal Revenue Service
that the payee is subject to backup withholding as a result of a
failure to report all interest or dividends, or
o the Internal Revenue Service has notified the payee that the
payee is no longer subject to backup withholding.
If the payee lacks a TIN, the payee should
o consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for instructions on
applying for a TIN; and
o write "Applied For" in the space provided in Part 1 of the
Substitute Form W-9; and
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o sign and date the Substitute Form W-9 and the Certificate of
Awaiting Taxpayer Identification Number set forth in this
document.
If the payee does not provide the payee's TIN to the depositary within
sixty (60) days, backup withholding will begin and continue until the payee
furnishes the payee's TIN to the depositary. Note that writing "Applied For" on
the Substitute Form W-9 means that the payee has already applied for a TIN or
that the payee intends to apply for one in the near future.
If shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 guidelines for information on which TIN to report.
Exempt payees (including, among others, all corporations and certain
foreign individuals) are not subject to backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt payee
should write "Exempt" in Part 2 of the Substitute Form W-9. See the enclosed W-9
guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, that person must submit a completed IRS
Form W-8 Certificate of Foreign Status or a Substitute Form W-8, signed under
penalty of perjury attesting to the exempt status. This form may be obtained
from the depositary.
Non-United States holders are urged to consult their tax advisors
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption, and the
refund procedure.
13. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If any
certificate representing shares of Thistle Group Holdings, Co. common stock has
been lost, stolen or destroyed, the stockholder should immediately complete,
sign, and check the box on page 2 for lost shares on the Letter of Transmittal
and deliver it to Alpine Fiduciary Services, Inc. together with any certificates
of Thistle Group Holdings, Co. common stock then in the stockholder's
possession. Include also a letter indicating that some or all stock certificates
have been lost, stolen or destroyed and explain the circumstances, if possible,
under which the certificates were lost, stolen or destroyed. Alpine Fiduciary
Services, Inc. will, upon receipt thereto, contact such stockholder with
instructions as to how to proceed. Replacement takes a minimum of 10 business
days. All costs and expenses associated with the processing of the issuance of
certificates for those claimed as lost, stolen or destroyed, including the cost
of indemnity, if required, will be paid by the stockholder making such claim.
14. CONDITIONAL TENDERS. As described in Section 7 of The Offer, you
may tender shares subject to the condition that all or a specified minimum
number of your shares tendered pursuant to this amended and restated letter of
transmittal or a notice of guaranteed delivery must be purchased if any shares
tendered are purchased.
If you wish to make a conditional tender you must indicate this in the
box captioned "Conditional Tender" in this amended and restated letter of
transmittal or, if applicable, the notice of guaranteed delivery. In the box in
this amended and restated letter of transmittal or the notice of guaranteed
delivery, you must calculate and appropriately indicate the minimum number of
shares that must be purchased if any are to be purchased.
As discussed in Section 7 of The Offer, proration may affect whether
Thistle Group Holdings, Co. accepts conditional tenders and may result in shares
tendered pursuant to a conditional tender being deemed withdrawn if the minimum
number of shares would not be purchased. If, because of proration, the minimum
number of shares that you designate will not be purchased, Thistle Group
Holdings, Co. may accept
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conditional tenders by random lot, if necessary. However, to be eligible for
purchase by random lot, you must have tendered all your shares and check the box
so indicating. Upon selection by lot, if any, Thistle Group Holdings, Co. will
limit its purchase in each case to the designated minimum number of shares.
All tendered shares will be deemed unconditionally tendered unless the
"Conditional Tender" box is completed.
The conditional tender alternative is made available so that a
shareholder may seek to structure the purchase of shares pursuant to the offer
in such a manner that the purchase will be treated as a sale of such shares by
the shareholder, rather than the payment of a dividend to the shareholder, for
federal income tax purposes. If you are an odd lot holder and you tender all of
your shares, you cannot conditionally tender, since your shares will not be
subject to proration. It is the tendering shareholder's responsibility to
calculate the minimum number of shares that must be purchased from the
shareholder in order for the shareholder to qualify for sale rather than
dividend treatment. Each shareholder is urged to consult his or her own tax
advisor.
15. PENSION PLAN. This letter of transmittal may not be used for shares
held in the Roxborough Manayunk Employee Stock Ownership Plan. The ESOP trustees
have the sole discretion to determine whether to tender any shares held in the
plan. The ESOP trustees have informed us that they do not intend to tender any
shares held in the Roxborough Manayunk Employee Stock Ownership Plan.
16. AUTOMATIC DIVIDEND REINVESTMENT PLAN. If you want to tender shares
of Thistle Group Holdings, Co. common stock held in your program account under
Thistle Group Holdings, Co.'s automatic dividend reinvestment plan, you must
o complete the box in this amended and restated letter of
transmittal entitled "Tender of Shares Held in Thistle Group
Holdings, Co. Automatic Dividend Reinvestment Plan" by choosing
the option to tender all of your shares in the program account or
the option to tender a specific number of shares held in your
program account (if the box is not completed, no shares held in
your program account will be tendered), and
o indicate the number of shares being tendered from the automatic
dividend reinvestment plan account in the box in this amended and
restated letter of transmittal entitled "Description of Shares
Tendered."
As with shares held outside the automatic dividend reinvestment plan,
you may submit portions of the shares held in your automatic dividend
reinvestment plan account.
Shares held in an automatic dividend reinvestment plan account are
counted as being owned beneficially or of record when calculating whether a
shareholder is an odd lot holder. If a participant in the automatic dividend
reinvestment plan is an odd lot holder and wants to obtain the benefit of the
odd lot priority, the participant must complete the box in this amended and
restated letter of transmittal entitled "Odd Lots" and must tender all of the
holder's shares held both in the holder's automatic dividend reinvestment plan
account and outside such account.
Please note that you need to be the record holder of at least 100
shares to be able to participate in the automatic dividend reinvestment plan. If
your share ownership falls below 100 shares by means of the tender and purchase
of a portion of your shares in the tender offer, you may not be able to
participate in the automatic dividend reinvestment plan.
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If you tender shares held in your automatic dividend reinvestment plan
account, all such shares credited to your program account, including fractional
shares, will be tendered, unless otherwise specified in the box entitled "Tender
of Shares Held in Thistle Group Holdings, Co. Automatic Dividend Reinvestment
Plan."
The information agent for Thistle Group Holdings, Co.'s offer is:
GEORGESON SHAREHOLDER
17 STATE STREET, 10TH FLOOR
NEW YORK, NEW YORK 10004
Telephone: (866) 324-8876 (toll free)
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