THISTLE GROUP HOLDINGS, CO.
6060 RIDGE AVENUE
PHILADELPHIA, PENNSYLVANIA 19128-1696
AMENDED AND RESTATED OFFER TO PURCHASE FOR
CASH, DATED JUNE 7, 2002 UP TO 1,000,000 SHARES
OF COMMON STOCK OF THISTLE GROUP HOLDINGS, CO.
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON JUNE 20, 2002, UNLESS THE OFFER IS EXTENDED. WE 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.
THISTLE GROUP HOLDINGS, CO. IS:
o offering to purchase up to 1,000,000 shares of our common stock in a tender
offer; and
o offering to purchase these shares at a set price of $13.00 per share in
cash, without interest.
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tendered and not withdrawn; and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.
IF YOU HAVE NOT TENDERED YOUR SHARES AND WANT TO TENDER YOUR SHARES INTO OUR
OFFER, YOU SHOULD:
o specify the amount of shares you want to tender; and
o follow the instructions in this document and the related documents,
including the accompanying amended and restated letter of transmittal, to
submit your shares.
WHEN OUR OFFER EXPIRES:
o if the number of shares tendered is not more than 1,000,000, we will
purchase all these shares; and
o if the number of shares tendered is more than 1,000,000, we will purchase
shares:
o first from holders of less than 100 shares who tendered all of their
shares; and
o then, on a pro rata basis from all other shareholders who tendered
shares.
Our offer is not conditioned on any minimum number of shares being tendered. Our
offer is, however, subject to other conditions discussed under "Summary" and
"The Offer - Conditions of Our Offer."
Our Board of Directors has approved this offer. However, neither we nor our
Board of Directors nor the information agent makes any recommendation to you as
to whether you should tender or not tender your shares. You must make your own
decision as to whether to tender your shares and, if so, how many shares to
tender.
The date of the Offer to Purchase For Cash is May 7, 2002.
The Offer to Purchase For Cash has been amended and restated as of June 7, 2002.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER [LOGO TO BE INSERTED]
IMPORTANT PROCEDURES
If you want to tender all or part of your shares, you must do one of the
following before our offer expires:
o if your shares are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee, contact the nominee
and have the nominee tender your shares for you, or
o if you hold certificates in your own name, complete and sign the
accompanying amended and restated letter of transmittal according to
its instructions, and deliver it, together with any required signature
guarantee, the certificates for your shares and any other documents
required by the amended and restated letter of transmittal, to Alpine
Fiduciary Services, Inc., the depositary for our offer, or
o if you want to tender shares held in the Thistle's Automatic Dividend
Reinvestment Plan, you should follow the instructions in the amended
and restated letter of transmittal to tender your shares, or
o if you are an institution participating in The Depository Trust
Company, tender your shares according to the procedure for book-entry
transfer described in this document and in the original offer under
"The Offer - Procedures For Tendering Shares."
If you want to tender your shares but
o your certificates for the shares are not immediately available or
cannot be delivered to the depositary, or
o you cannot comply with the procedure for book-entry transfer, or
o your other required documents cannot be delivered to the depositary by
the expiration of our offer,
you can still tender your shares if you comply with the guaranteed
delivery procedure described in this document and in the original offer under
"The Offer - Procedures for Tendering Shares."
TO TENDER YOUR SHARES YOU MUST FOLLOW THE PROCEDURES DESCRIBED IN THIS
DOCUMENT, THE ORIGINAL OFFER DATED MAY 7, 2002, THE AMENDED AND RESTATED LETTER
OF TRANSMITTAL AND THE OTHER DOCUMENTS RELATED TO OUR OFFER.
If you have any questions or need assistance, you should contact
Georgeson Shareholder, the information agent for our offer, at their address and
telephone number on the back page of this document. You may request additional
copies of this document, the amended and restated letter of transmittal, or the
notice of guaranteed delivery, from the information agent.
SUMMARY
The summary highlights material information in this amended and
restated Offer To Purchase For Cash, but you should realize that it does not
describe all of the details of our offer to the same extent that they are
described in the body of this document. We urge you to read this entire
document, the original offer, dated May 7, 2002, and the enclosed amended and
restated letter of transmittal because they contain the full details of our
offer. Where helpful, we have included references to the sections of this
document and the original offer where you will find a more complete discussion.
References to "The Offer," unless noted otherwise, refers to the original offer,
dated May 7, 2002.
WHO IS OFFERING Thistle Group Holdings, Co. ("we," "us," "our," or
TO PURCHASE MY "Thistle"). We are offering to purchase up to 1,000,000
SHARES? shares of our outstanding common stock and the associated
preferred share rights. See "The Offer - Information About
Us and the Shares."
WHAT IS THE The purchase price is a set price of $13.00 per share.
PURCHASE PRICE?
WHY IS THE Under this amended and restated offer, we are increasing the
TENDER OFFER price at which we will purchase the shares from a range of
BEING AMENDED? $11.50 to $12.50 to a set price of $13.00 per share. The
increase in the price and the elimination of the range is a
result of several factors, including (1) an insufficient
number of shares have been tendered to date under the
original range; (2) offering to purchase at a fixed price
eliminates uncertainty for those shareholders who are
seeking to tender; (3) our trading price increased at the
time of the commencement of our tender offer; and (4) a
general increase in the market price of the stock of public
thrift institutions since the commencement of the offer.
IF I ALREADY No, you do not have to take any action regarding any shares
TENDERED MY previously validly tendered and not withdrawn. If the
SHARES IN THE amended and restated offer is completed, these shares will
ORIGINAL OFFER, be accepted for payment and you will receive the increased
DO I HAVE TO DO price of $13.00 per share.
ANYTHING NOW?
HOW AND WHEN If your shares are purchased in our amended and restated
WILL I BE PAID? offer, you will be paid the purchase price, in cash, without
interest, as soon as practicable after the expiration of the
offer period and the acceptance of the shares for payment.
There may be tax consequences to receiving this payment. See
"The Offer -- Federal Income Tax Consequences;" "-- Number
of Shares; Price; Priority of Purchase;" "-- Procedures for
Tendering Shares;" "--. Purchase of Shares and Payment of
Purchase Price."
1
HOW MANY SHARES We will purchase up to 1,000,000 shares in our offer, or
WILL THISTLE approximately 15% of our outstanding common stock. We also
PURCHASE IN ALL? reserve the right to purchase additional shares up to 2% of
the outstanding shares, subject to applicable legal
requirements. Our offer is not conditioned on any minimum
number of shares being tendered.
IF I TENDER MY All the shares that you tender in our offer may not be
SHARES, HOW MANY purchased. If more than 1,000,000 shares are tendered, we
OF MY SHARES will purchase shares based on the following order of
WILL THISTLE priority:
PURCHASE?
First, we will purchase shares from all holders of "odd
lots" of less than 100 shares (including any shares held in
our automatic dividend reinvestment plan, but not including
any shares held in the Roxborough Manayunk Bank's Employee
Stock Ownership Plan) who properly tender all of their
shares.
Second, we will purchase shares from all other shareholders
who properly tender shares, on a pro rata basis, subject to
the conditional tender provisions described under "The Offer
- Conditional Tender Procedures." As a result, we will
purchase the same percentage of shares from each tendering
shareholder in this second category. We will announce this
proration percentage, if it is necessary, promptly after our
offer expires.
As we noted above, we may also choose to purchase an
additional 2% of the outstanding shares, subject to
applicable legal rules. See "The Offer - Number of Shares;
Price; Priority of Purchase."
HOW WILL THISTLE We would need a maximum of $13.0 million to purchase
PAY FOR THE 1,000,000 shares. We will use cash on hand to pay for the
SHARES? shares we purchase in this offer. See "The Offer - Source
and Amount of Funds."
HOW LONG DO I You may tender your shares until our offer expires. Right
HAVE TO TENDER now, the offer is scheduled to expire on Thursday, June 20,
MY SHARES TO 2002, at 12:00 p.m., Eastern Time, but we may choose to
THISTLE? extend it at any time. We cannot assure you that we will
extend our offer or, if we extend it, for how long it will
be extended. See "The Offer - Number of Shares; Price;
Priority of Purchase;" and "-- Extension of Our Offer;
Termination; Amendment."
2
HOW WILL I BE If our offer is extended, we will make a public announcement
NOTIFIED IF before 9:00 a.m., Eastern time, on the first business day
THISTLE EXTENDS after the offer was scheduled to expire. See "The Offer -
THIS OFFER? Extension of Our Offer; Termination; Amendment."
WHAT ARE THE Our obligation to accept and pay for your tendered shares is
CONDITIONS TO conditioned upon the satisfaction or waiver of the
THISTLE'S OFFER? conditions described in this document under "The Offer -
Conditions of Our Offer."
HOW DO I TENDER To tender your shares, you must complete one of the actions
MY SHARES? described under "Important Procedures" on the inside front
cover of this document before our offer expires.
You may also contact the information agent or your broker
for assistance. The contact information for the information
agent is on the back page of this document.
See in this document "The Offer - Procedure for Tendering
Shares" and the instructions to the amended and restated
letter of transmittal.
ONCE I HAVE Yes. If you tender your shares and change your mind, you may
TENDERED SHARES withdraw your shares at any time before our offer expires.
IN THE OFFER,
CAN I CHANGE In addition, after our offer expires, if we have not
MY MIND? accepted for payment the shares you have tendered to us, you
may withdraw your shares at any time after 12:00 Midnight,
Eastern Time, on Monday, July 8, 2002. See "The Offer -
Withdrawal Rights."
To withdraw your shares, you must timely deliver a written
notice of your withdrawal to the depositary at the address
or facsimile number appearing on the back page of this
document. Your notice of withdrawal must specify your name,
the number of shares to be withdrawn and the name of the
registered holder of the shares. Some additional
requirements apply if the certificates for shares to be
withdrawn have been delivered to the depositary. See "The
Offer - Withdrawal Rights."
3
WHAT DO THISTLE Our Board of Directors (the "Board of Directors," the
AND ITS BOARD OF "Directors," or the "Board") has approved this offer.
DIRECTORS THINK However, neither we nor our Board of Directors nor the
ABOUT THIS OFFER? information agent is making any recommendation regarding
whether you should tender or not tender your shares. You
must decide whether to tender your shares. You should
discuss whether to tender with your broker or other
financial or tax advisor. Our Directors and executive
officers have advised us that they do not intend to tender
any of their shares in our offer.
WHAT IS A RECENT Our common stock is traded on the Nasdaq - National Market
MARKET PRICE OF System under the symbol "THTL." Prior to announcing the
MY THISTLE SHARES? extension and price increase, the closing price of our stock
on June 4, 2002 was $12.35. On June 5, 2002, a date close to
the date of this document, the closing price of our common
stock on the Nasdaq was $12.80. We urge you to obtain more
current market quotations for your shares. For trading
information regarding the shares, you may call Georgeson
Shareholder, toll free, at (866) 324-8876.
WILL I HAVE TO PAY If you are a registered shareholder and tender your shares
BROKERAGE directly to the depositary, you will not need to pay any
COMMISSIONS OR brokerage commissions. If you hold shares through a broker
STOCK TRANSFER TAX or bank, however, you should ask your broker or bank to see
IF I TENDER MY if you will be charged a fee to tender your shares. See "The
SHARES TO THISTLE? Offer - Procedures for Tendering Shares."
If you instruct the depositary in the letter of transmittal
to make the payment for the shares to the registered holder,
you will not incur any stock transfer tax. See "The Offer -
Purchase of Shares and Payment of Purchase Price."
WHAT ARE THE Generally, you will be subject to United States federal
UNITED STATES income taxation when you receive cash from us in exchange
FEDERAL INCOME for the shares you tender. The cash you receive will be
TAX CONSEQUENCES treated either as:
IF I TENDER MY
SHARES TO THISTLE? o a sale or exchange eligible for capital gains treatment;
or
o a dividend subject to ordinary income tax rates.
See "The Offer - Federal Income Tax Consequences."
WHOM DO I CONTACT Our information agent, Georgeson Shareholder, can help
IF I HAVE answer your questions. Their toll free telephone number is
QUESTIONS ABOUT (866) 324-8876. Additional contact information for Georgeson
THISTLE'S OFFER? Shareholder appears on the back page of this document.
4
FORWARD-LOOKING STATEMENTS
This document contains a number of forward-looking statements regarding
our financial condition, results of operations and business. These statements
may be made directly in this document or may be incorporated in this document by
reference to other documents. These statements may also include references to
periods following the completion of our offer or other transactions described in
this document. You can find many of these statements by looking for words such
as "believes," "expects," "anticipates," "estimates," "intends," "plans," "may,"
"will" and "potential" and for similar expressions. Forward-looking statements
involve substantial risks and uncertainties. Some of the factors that may cause
actual results to differ materially from those contemplated by the
forward-looking statements include, but are not limited to, the following
possibilities:
o the timing and occurrence or non-occurrence of events, including the
conditions to our offer, may be subject to circumstances beyond our
control;
o there may be increases in competitive pressure among financial
institutions or from non-financial institutions;
o changes in the interest rate environment may reduce interest margins
or may adversely affect banking operations;
o changes in deposit flows, loan demand or real estate values may
adversely affect our business;
o changes in accounting principles, policies or guidelines may cause our
financial condition to be perceived differently;
o general economic conditions, either nationally or locally, in the
markets in which we do business, or conditions in securities markets,
the banking industry or the mortgage banking industry, may be less
favorable than we currently anticipate;
o legislation or regulatory changes may adversely affect our business;
o technological changes may be more difficult or expensive than we
anticipate;
o success or consummation of new business initiatives may be more
difficult or expensive than we anticipate; or
o litigation or other matters before regulatory agencies, whether
currently existing or commencing in the future, may delay the
occurrence or non-occurrence of events longer than we anticipate.
All subsequent written and oral forward-looking statements concerning
our offer or other matters addressed in this document and attributable to us or
any person acting on our behalf are qualified by these cautionary statements. We
do not undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated events.
5
THE OFFER
1. NUMBER OF SHARES; PRICE; PRIORITY OF PURCHASE.
GENERAL. On the terms and subject to the conditions of our offer, we
will purchase at a set price of $13.00 per share, to the seller in cash, without
interest, 1,000,000 shares of our common stock, or such lesser number of shares
as are properly tendered and not properly withdrawn in accordance with the
procedures set forth in "The Offer - Withdrawal Rights."
The term "expiration date" with respect to our offer means 12:00 p.m.,
Eastern Time, on Thursday, June 20, 2002, unless we, in our sole discretion,
extend the period of time during which our offer will remain open. If extended
by us, the term "expiration date" will mean the latest time and date at which
our offer, as extended, will expire. See "The Offer - Extension of Our Offer;
Termination; Amendment," for a description of our right to extend, delay,
terminate or amend our offer.
Shares properly tendered and not properly withdrawn will be purchased
at $13.00 per share, upon the terms and conditions of our offer, including the
odd lot, proration and conditional tender provisions described below. If more
than 1,000,000 shares are tendered, shares tendered will be subject to
proration, except for odd lots. In accordance with the rules of the Securities
and Exchange Commission, we may, and we reserve the right to, purchase in our
offer an additional amount of shares, not to exceed 2% of our outstanding common
stock, without amending or extending our offer. See "The Offer - Extension of
Our Offer; Termination; Amendment."
All shares tendered and not purchased, because of proration or the
conditional tender procedures, will be returned to you at our expense as soon as
practicable following the expiration date.
On the amended and restated letter of transmittal you can specify the
order in which portions of your shares will be purchased if, as a result of the
proration provisions or otherwise, some but not all of your tendered shares are
purchased in our offer.
You may withdraw your shares from our offer by following the procedures
described hereunder and described under "The Offer - Withdrawal Rights."
If we:
o increase or decrease the price to be paid for shares,
o increase the number of shares being sought in our offer by more
than 2% of our outstanding common stock, or
o decrease the number of shares being sought in our offer.
then our offer must remain open, or will be extended, until at least ten
business days from, and including, the date that notice of any such change is
first published, sent or given in the manner described under "The Offer -
Extension of Our Offer; Termination; Amendment." For purposes of our offer, a
"business day" means any day other than a Saturday, Sunday or United States
federal holiday and consists of the time period from 12:01 a.m. through 12:00
midnight, Eastern time.
Unless the context otherwise requires, all references to shares in this
document and the documents related to our offer include the associated preferred
share purchase rights, and, unless the rights are
6
redeemed prior to the expiration date of our offer, a tender of shares will also
be a tender of the associated preferred share purchase rights. For a description
of the rights and the agreement under which the rights were issued, see "The
Offer -Rights Agreements."
OUR OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. OUR OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE IN THIS
DOCUMENT "-- - CONDITIONS OF OUR OFFER."
PRIORITY OF PURCHASES. Upon the terms and conditions of our offer, if
1,000,000 or fewer shares are properly tendered and not properly withdrawn, we
will purchase all properly tendered shares at the purchase price.
Upon the terms and conditions of our offer, if more than 1,000,000
shares are properly tendered at prices equal to or below the purchase price and
not properly withdrawn, we will purchase properly tendered shares in the
following order:
o First, all shares properly tendered and not properly withdrawn by
any "odd lot holder" (as defined below) who:
o tenders all shares owned (beneficially or of record) by the
odd lot holder (tenders of less than all the shares owned
will not qualify for this preference); and
o completes the section entitled "Odd Lots" in the letter of
amended and restated transmittal and, if applicable, in the
notice of guaranteed delivery; and
o Second, after the purchase of all the shares properly tendered by
odd lot holders and subject to the conditional tender procedures
described in "The Offer - Conditional Tender Procedures," all
other shares properly tendered, on a pro rata basis with
appropriate adjustments to avoid purchases of fractional shares,
as described below.
As a result, all the shares that you tender in our offer may not be
purchased, if we receive more than 1,000,000 properly tendered shares. As we
noted above, we may elect to purchase more than 1,000,000 shares in our offer,
subject to applicable law. If we do so, the preceding provisions will apply to
the greater number of shares.
ODD LOTS. For purposes of our offer, the term "odd lots" means all
shares properly tendered before the expiration date at prices equal to or below
the purchase price and not properly withdrawn by any person, referred to as an
"odd lot holder," who owns, beneficially or of record, a total of fewer than 100
shares (not including any shares held in the Bank's ESOP) and certifies to that
fact in the "Odd Lots" box on the letter of transmittal and, if applicable, on
the notice of guaranteed delivery. As set forth above, odd lots will be accepted
for payment before proration, if any, of the purchase of other tendered shares.
To qualify for this preference, an odd lot holder must tender all shares owned,
beneficially or of record, by the odd lot holder in accordance with the
procedures described in "The Offer - Procedures for Tendering Shares."
This preference is not available to partial tenders or to beneficial or
record holders of a total of 100 or more shares, even if these holders have
separate accounts or certificates representing fewer than 100 shares. This
preference is also not available to any shares held in the Bank's ESOP.
7
Any odd lot holder wishing to tender all its shares pursuant to our
offer should complete the section entitled "Odd Lots" in the letter of
transmittal and, if applicable, in the notice of guaranteed delivery.
PRORATION. If proration of tendered shares is required, we will
determine the proration percentage as soon as practicable following the
expiration date. Subject to the conditional tender procedures previously
described in "The Offer - Conditional Tender Procedures," proration for each
shareholder tendering shares, other than odd lot holders, will be based on the
ratio of the number of shares properly tendered and not properly withdrawn by
the shareholder to the total number of shares properly tendered and not properly
withdrawn by all shareholders other than odd lot holders at or below the
purchase price selected by us.
Because of the potential difficulty in determining the number of shares
properly tendered and not properly withdrawn, including shares tendered by
guaranteed delivery procedures as described in "The Offer - Procedures for
Tendering Shares," and because of the odd lot procedures described above and the
conditional tender procedures described in "The Offer - Conditional Tender
Procedures," we do not expect that we will be able to announce the final
proration percentage or commence payment for any shares purchased under our
offer until five to seven business days after the expiration date. The
preliminary results of any proration will be announced by press release as soon
as practicable after the expiration date. Shareholders may obtain preliminary
proration information from the information agent and may be able to obtain this
information from their brokers. If the proration results are available prior to
seven business days, such results and/or payments will be completed prior to
such designated time.
As described in "The Offer - Federal Income Tax Consequences," the
number of shares that we will purchase from a shareholder under our offer may
affect the United States federal income tax consequences to that shareholder
and, therefore, may be relevant to a shareholder's decision whether or not to
tender shares. The letter of transmittal affords each shareholder the
opportunity to designate the order of priority in which shares are to be
purchased in the event of proration, should a shareholder decide to do so for
federal income tax reasons. In addition, shareholders may choose to submit a
"conditional tender" under the procedures as discussed in "The Offer -
Conditional Tender Procedures," in order to structure their tender for federal
income tax reasons.
2. PURPOSES OF AND REASONS FOR THE OFFER
At a board meeting on June 4, 2002, the Board of Directors unanimously
decided to extend the offer to increase the price at which the Company will
purchase the shares from a range of $11.50 to $12.50 per share to a set price of
$13.00. The increase in the price and the elimination of the range is a result
of several factors, including:
o an insufficient number of shares have been tendered to date under the
original range;
o offering to purchase at a fixed price eliminates uncertainty for those
shareholders who are selling to tender;
o our trading price increased at the time of commencement of our tender
offer; and
o a general increase in the market price of the stock of public thrift
institutions since the commencement of the offer.
Please also see "The Offer - Purposes and Reasons For The Offer."
8
3. OPINION OF FINANCIAL ADVISOR
On June 4, 2002, RP Financial rendered its opinion to our Board that,
as of the date thereof, the terms of the amended and restated offer were fair to
our stockholders from a financial point of view. The full text of the opinion of
RP Financial is attached as Appendix A to this offer document and is
incorporated herein by reference. Our stockholders are urged to read the opinion
in its entirety. RP Financial has updated its opinion effective the date of this
offer document. In connection with rendering its opinion, RP Financial updated
the analyses performed in conjunction with the previous opinion. The key factors
considered in the updated analyses include, but are not limited to, the
following. In the updated Transaction Summary, RP Financial reviewed the pricing
ratios indicated by the revised offer price of $13.00 per share, comparing them
to industry average ratios updated through May 31, 2002. Based on the amended
price, the ratio of offer price to tangible book value of 112% continued to be
at a discount to the all public company, all Middle-Atlantic and all
Pennsylvania averages (143%, 170% and 151% of tangible book value, respectively)
and the revised offer price to earnings multiple of 19.2x, although at a premium
to the averages (17.1x, 17.6x and 16.3x, respectively), was generally consistent
with market pricing of public companies with similar earnings. RP Financial
concluded that the ratios in the updated transaction summary supported its
fairness conclusions. In the updated Comparable Transactions Analysis, RP
Financial evaluated the specific terms of the updated offer relative to a
comparable group of companies that have completed similar tender offers (the
"Comparable Group"). The 9.06% premium to pre-announcement price indicated by
the $13.00 per share offer price was consistent with the Comparable Group
offering ranges (average premiums of 4.58% and 19.21% at the low and high ends
of their ranges). The updated Impact Analysis indicates that those stockholders
who chose not to tender will realize a decrease in their resulting book value
per share of $0.03 (a 0.3% decrease), a decrease in their resulting tangible
book value per share of $0.24 (a 2.0% decrease), and increases in the resulting
EPS both on a reported and a cash basis of $0.03 and $0.08 per share,
respectively (4.5% and 8.4% increases). In addition, the resulting return on
equity under the revised offer would increase from 4.96% to 5.18%. The updated
Discounted Cash Flow ("DCF") analysis indicates that under the "Stay the Course"
scenario, where RP Financial assumed we did not complete the offer and continued
to implement a business plan reasonably consistent with current operations, our
stockholders would realize a present value benefit after five years of
operations ranging from $11.00 to $12.82 per share. In the "Pro Forma, Giving
Effect to the Offer" scenario, where RP Financial assumed we completed the
offer, our stockholders would realize a present value benefit after five years
of operations ranging from $11.22 to $13.06 per share. Because the range of
present values estimated under the pro forma scenario exceeded the values
without the offer, RP Financial concluded the updated discounted cash flow
analyses supported the fairness conclusions.
On the basis of these analyses and other considerations, RP Financial
concluded that the amended and restated offer is fair to our stockholders from a
financial point of view. As described above, RP Financial's opinion and
presentation to our Board was one of many factors taken into consideration by
our Board in making its determination to approve the offer. Although the
foregoing summary describes the material components of the analyses prepared by
RP Financial, it does not purport to be a complete description of all the
analyses performed by RP Financial and is qualified by reference to the written
opinion of RP Financial set forth as Appendix A hereto, which our stockholders
are urged to read in its entirety.
RP Financial estimates that it will receive total fees of $17,500, of
which $3,125 has been paid to date, plus reimbursement of certain out-of-pocket
expenses, for its services in connection with the offer. In addition, we have
agreed to indemnify RP Financial against certain liabilities, including
liabilities under the federal securities laws.
9
4. PROCEDURES FOR TENDERING SHARES.
PROPER TENDER OF SHARES. For your shares to be properly tendered, either
(1) or (2) below must happen:
(1) The depositary must receive all of the following before or on the
expiration date at the depositary's address on the back page of this
document:
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 we describe below or (c) in the case of shares held in
our automatic dividend reinvestment plan, completion of the
appropriate sections of the 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 we describe below 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" we describe below, and
o any other documents required by the amended and restated letter
of transmittal.
(2) You must comply with the guaranteed delivery procedure set forth in
"The Offer - Procedure For Tendering Shares."
In addition, odd lot holders who tender all shares must complete the
section captioned "Odd Lots" in the amended and restated letter of transmittal
and, if applicable, in the notice of guaranteed delivery, to qualify for the
preferential treatment available to odd lot holders as set forth in this
document under "-- - Number of Shares; Priority of Purchase."
If you tender your shares directly to the depositary, you will not need
to pay any brokerage commissions. If you hold shares through a broker or bank,
however, you should ask your broker or bank to see if you will be charged a fee
to tender your shares through the broker or bank.
Participants in our automatic dividend reinvestment plan should follow
the instructions in the amended and restated letter of transmittal to tender
properly shares held in their program account.
All other procedures for tendering shares are fully described in "The
Offer - Procedures In Tendering Shares."
6. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
Upon the terms and conditions of our amended and restated offer, as
soon as practicable following the expiration date, we will:
o pay for shares properly tendered and not properly withdrawn,
taking into account the number of shares so tendered; and
o accept for payment and pay for, and thereby purchase, shares
properly tendered and not properly withdrawn.
10
For purposes of our offer, we will be deemed to have accepted for
payment and therefore purchased shares that are properly tendered and not
properly withdrawn at $13.00 per share, subject to the odd lot priority,
conditional tender and proration provisions of our offer, only when, as and if
we give oral or written notice to the depositary of our acceptance of the shares
for payment.
Upon the terms and conditions of our offer, as soon as practicable
after the expiration date, we will accept for payment and pay a set price of
$13.00 per share purchase price for 1,000,000 shares, subject to increase or
decrease as described in "The Offer - Number of Shares; Price; Priority of
Purchase," and "-- Extension of Our Offer; Termination; Amendment," if properly
tendered and not properly withdrawn.
We will pay for shares purchased under our offer by depositing the
aggregate purchase price for the shares with the depositary, which will act as
agent for tendering shareholders for the purpose of receiving payment from us
and transmitting payment to the tendering shareholders.
In the event of proration, we will determine the proration percentage
and pay for those tendered shares accepted for payment as soon as practicable
after the expiration date. However, we do not expect to be able to announce the
final results of any proration or to be able to commence payment for shares
purchased until approximately five to seven business days after the expiration
date.
We will not pay interest on the purchase price regardless of any delay
in making such payment. In addition, if certain events occur, we may not be
obligated to purchase shares in our offer. See the conditions to our offer in
this document under "-- - Conditions of Our Offer."
We will pay all stock transfer taxes, if any, payable on the transfer
to us of shares purchased under our offer. If, however, (a) payment of the
purchase price is to be made to any person other than the registered holder, (b)
shares not tendered or rejected for purchase are to be registered in the name of
any person other than the registered holder, or (c) certificates representing
tendered shares are registered in the name of any person other than the person
signing the letter of transmittal, the amount of all stock transfer taxes, if
any (whether imposed on the registered holder the other person or otherwise),
payable on account of the transfer to the other person, will be deducted from
the purchase price unless satisfactory evidence of the payment of the stock
transfer taxes, or exemption therefrom, is submitted. See Instruction 6 of the
amended and restated letter of transmittal.
ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY,
SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE
LETTER OF TRANSMITTAL MAY BE SUBJECT TO FEDERAL INCOME BACKUP WITHHOLDING TAX OF
30% OF THE GROSS PROCEEDS PAID TO THE SHAREHOLDER OR OTHER PAYEE UNDER OUR
OFFER. SEE "-- - PROCEDURES FOR TENDERING SHARES." ALSO SEE "THE OFFER - FEDERAL
INCOME TAX CONSEQUENCES" REGARDING ADDITIONAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES.
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8. CONDITIONS OF OUR OFFER.
Notwithstanding any other provision of our offer, we will not be
required to accept for payment, purchase or pay for any shares tendered, and may
terminate or amend our offer or may postpone the acceptance for payment of, or
the purchase of and the payment for shares tendered, subject to the rules
promulgated by the SEC under the Exchange Act, if, at any time on or after May
7, 2002 and before our acceptance for payment of properly tendered shares, any
of the following events have occurred (or have been determined by us to have
occurred) that, in our reasonable judgment makes it inadvisable for us to
proceed with our offer or with acceptance for payment:
o there shall have been any action or proceeding by any government or
governmental, regulatory or administrative agency, authority or
tribunal or any other person, domestic or foreign, before any court,
authority, agency or tribunal that directly or indirectly challenges
the making of our offer, the acquisition of some or all of the shares
under our offer or otherwise relates in any manner to our offer,
including the other conditions to our offer;
o there shall have been any action taken or pending, or approval
withheld, or any statute, rule, regulation, judgment, order or
injunction proposed, sought, promulgated, enacted, entered, amended,
enforced or deemed to be applicable to our offer or to us or any of
our subsidiaries, by any court or any authority, agency or tribunal
that, in our reasonable judgment, would or might directly or
indirectly
o make the acceptance for payment of, or payment for, some or all of the
shares illegal or otherwise restrict or prohibit completion of our
offer; or
o delay or restrict our ability, or render us unable, to accept for
payment or pay for some or all of the shares;
o there has occurred any of the following:
o any general suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the
over-the-counter market in the United States;
o the declaration of a banking moratorium or any suspension of payments
in respect of banks in the United States;
o the commencement of a war, armed hostilities or other international or
national calamity directly or indirectly involving the United States
or any of its territories;
o any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or adverse change
in the financial or capital markets generally or the market for loan
syndications in particular, that, in our reasonable judgment, might
affect, the extension of credit by banks or other lending institutions
in the United States;
o any significant decrease in the market price of our common stock or
any change in the general political, market, economic or financial
conditions in the United States or abroad that could, in our
reasonable judgment, have a material adverse
12
effect on our business, operations or prospects or the trading of our
common stock; or
o any change or changes in the business, financial condition, assets,
income, operations, prospects or stock ownership of us or our
subsidiaries that, in our reasonable judgment, is or may be material
and adverse to us or our subsidiaries.
The conditions to our offer are for our sole benefit and may be
asserted by us regardless of the circumstances (including any action or inaction
by us) giving rise to any such condition and, where permissible, may be waived
by us, in whole or in part at any time and from time to time in our sole
discretion. Our failure at any time to exercise any of the foregoing rights
shall not be deemed a waiver of any right, and each right shall be deemed an
ongoing right which may be asserted at any time and from time to time. Any
determination or judgment by us concerning the events described above will be
final and binding on all parties. However, all conditions of the offer, other
than those subject to applicable law, will be satisfied or waived on or before
the expiration of our offer.
10. SOURCE AND AMOUNT OF FUNDS.
Assuming that 1,000,000 shares are tendered in the offer, the aggregate
purchase price paid by us will be $13.0 million. We expect that our fees and
expenses for the offer will be approximately $121,000. We anticipate that we
will have all of the funds necessary to purchase shares tendered in our offer,
as well as to pay related fees and expenses, from our existing assets, primarily
out of available cash.
13
APPENDIX A
RP FINANCIAL, LC FAIRNESS OPINION
RP FINANCIAL, LC
- ---------------------------------------
Financial Services Industry Consultants
June 7, 2002
Board of Directors
Thistle Group Holdings, Inc.
6060 Ridge Avenue
Philadelphia, Pennsylvania 19128-1696
Members of the Board:
You have requested that RP Financial, LC. ("RP Financial") provide you
with its opinion as to the fairness from a financial point of view to the common
stockholders of Thistle Group Holdings, Inc., Philadelphia, Pennsylvania
("Thistle Group") of the offer of Thistle Group to purchase shares pursuant to
the May 7, 2002 offer document, amended and restated effective June 7, 2002 to
reflect an increase in the offer price. The original offer document, inclusive
of exhibits, and the amended and restated offer document (collectively, the
"Offer Documents") are incorporated herein by reference. Unless otherwise
defined, all capitalized terms incorporated herein have the meanings ascribed to
them in the Offer Documents.
Summary Description of the Offer
- --------------------------------
Pursuant to the Offer Documents, Thistle Group is offering to purchase
up to 1,000,000 shares of common stock at a per share price of $13.00 per share.
The offer is being made to all current holders of Thistle Group common stock.
All stockholders who elect to tender their shares will receive the same price.
Thistle Group may elect to purchase less than 1,000,000 shares in the offer or
may elect to increase the number of shares purchased by up to 2 percent at the
Board's option.
RP Financial Background and Experience
- --------------------------------------
RP Financial, as part of its financial institution valuation and
consulting practice, is regularly engaged in the valuation of insured financial
institution securities in connection with mergers and acquisitions, initial and
secondary stock offerings, mutual-to-stock conversions of thrift institutions,
and business valuations for other purposes. As specialists in the securities of
insured financial institutions, RP Financial has experience in, and knowledge
of, the markets for the securities of such institutions, including institutions
operating in Pennsylvania and the Mid-Atlantic U.S.
- --------------------------------------------------------------------------------
Washington Headquarters
Rosslyn Center Telephone: (703) 528-1700
1700 North Moroe Street, Suite 2210 Fax No.: (703) 528-1788
Arlington, VA 22209 E-Mail: mail@rpfinancial.com
Board of Directors
June 7, 2002
Page 2
Materials Reviewed
- ------------------
In rendering this opinion, RP Financial reviewed the following
material: (1) the original offer document, dated May 7, 2002, including
exhibits; (2) the amended and restated offer document, dated June 7, 2002; (3)
the following information from Thistle Group -- (a) audited financial statements
for the fiscal years ended December 31, 1999 through 2001, and (b) stockholder,
regulatory and internal financial and other reports through March 31, 2002 --
all with regard to balance sheet and off-balance sheet composition,
profitability, interest rates, volumes, maturities, market values, trends,
credit risk, interest rate risk, liquidity risk and operations; (4) discussions
with management regarding past and current business, operations, financial
condition, and future prospects; (5) competitive, economic and demographic
characteristics in the local market area; (6) the potential impact of regulatory
and legislative changes on savings institutions; (7) the financial terms of
recently completed comparable modified Dutch tender offers; (8) an analysis of
the pro forma impact on stockholders of Thistle Group of the offer, both on pro
forma financial information as of March 31, 2002 and on projected financial
results; (9) a discounted cash flow analysis of the potential value accruing to
stockholders of the offer, and (10) Thistle Group's financial condition as of
March 31, 2002 regarding the ability to complete the offer from a cash and
capital perspective.
In rendering its opinion, RP Financial relied, without independent
verification, on the accuracy and completeness of the information concerning
Thistle Group's operations furnished to RP Financial for review, as well as
publicly-available information regarding other financial institutions and
economic and demographic data. Thistle Group did not restrict RP Financial as to
the material it was permitted to review. RP Financial did not perform or obtain
any independent appraisals or evaluations of Thistle Group's assets and
liabilities and potential and/or contingent liabilities. The financial forecasts
and budgets reviewed by RP Financial were prepared by management of Thistle
Group. Thistle Group does not publicly disclose internal management forecasts or
budgets of the type provided to RP Financial in connection with the review of
the offer; and such financial forecasts were not prepared with a view towards
public disclosure. The financial forecasts and budgets were based upon numerous
variables and assumptions which are inherently uncertain, including without
limitation factors related to general economic and competitive conditions, as
well as trends in asset quality. Accordingly, actual results could vary
significantly from those set forth in such financial forecasts.
RP Financial expresses no opinion on matters of a legal, regulatory,
tax or accounting nature or the ability of the offer as set forth in the offer
document to be consummated. In rendering its opinion, RP Financial assumed that,
in the course of obtaining the necessary regulatory and governmental approvals
for the proposed offer, no restriction will be imposed on Thistle Group that
would have a material adverse effect on the ability of the offer to be
consummated as set forth in the Offer Documents.
Board of Directors
June 7, 2002
Page 3
Opinion
- -------
It is understood that this letter is directed to the Board of Directors
of Thistle Group in its consideration of the Offer Documents.
It is understood that this opinion is based on market conditions and
other circumstances existing on the date hereof.
It is understood that this opinion may be included in its entirety in
any communication by Thistle Group or its Board of Directors to the stockholders
of Thistle Group. It is also understood that this opinion may be included in its
entirety in any regulatory filing by Thistle Group, and that RP Financial
consents to the summary of this opinion in the offer document, and any
amendments thereto. Except as described above, this opinion may not be
summarized, excerpted from or otherwise publicly referred to without RP
Financial's prior written consent.
Based upon and subject to the foregoing and other such matters we
consider relevant, it is RP Financial's opinion that, as of the date hereof, the
offer to purchase shares by Thistle Group, as described in the Offer Documents,
is fair to the shareholders of Thistle Group from a financial point of view.
Respectfully submitted,
/s/RP Financial, LC.
RP FINANCIAL, LC.
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)
The letter of transmittal and certificates for shares and any other
required documents should be sent or delivered by each Thistle shareholder or
such shareholder's broker, dealer, commercial bank, trust company or nominee to
the depositary at its address set forth above.
Any questions or requests for assistance may be directed to the
information agent at its telephone number and address set forth below. Requests
for additional copies of this Offer to Purchase for Cash, the letter of
transmittal or the notice of guaranteed delivery may be directed to the
information agent at the telephone number and address set forth below. You may
also contact your broker, dealer, commercial bank, trust company or nominee for
assistance concerning our offer. To confirm delivery of shares, shareholders are
directed to contact the depositary.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER
17 STATE STREET, 10TH FLOOR
NEW YORK, NEW YORK 10004
SHAREHOLDERS CALL TOLL FREE (866) 324-8876
BANKS AND BROKERS CALL COLLECT AT (212) 440-9800