SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
THISTLE GROUP HOLDINGS, CO.
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(Name of Subject Company)
THISTLE GROUP HOLDINGS, CO.
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(Name of Filing Persons -- Offeror)
COMMON STOCK, PAR VALUE $.10 PER SHARE
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(Title of Class of Securities)
88431E103
(CUSIP Number of Class of Securities)
Mr. John F. McGill, Jr.
Chief Executive Officer
6060 Ridge Avenue
Philadelphia, PA 19128
(215) 483-2800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
Copies to:
Samuel J. Malizia, Esq.
Felicia C. Battista, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W., Suite 340 West
Washington, D.C. 20005
(202) 434 - 4660
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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION*: $13,000,000 FILING FEE: $1,196*
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* Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
Amount Previously Paid: ___________. Filing Party: ____________.
Form or Registration No.: ___________. Date Filed: ____________.
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ].
This Amendment No. 7 ("Amendment No. 7") amends and supplements the
Tender Offer Statement on Schedule TO, dated May 7, 2002, as amended on May 10,
2002, May 22, 2002, May 31, 2002, June 4, 2002, June 6, 2002, and June 7, 2002,
relating to the issuer tender offer by Thistle Group Holdings, Co., a
Pennsylvania corporation, to purchase up to 1,000,000 shares of its common
stock, par value $.10 per share, including the associated preferred shares
purchase rights issued pursuant to the Rights Agreement dated as of September
30, 1999 between Thistle Group Holdings, Co. and Registrar and Transfer Company,
as rights agent. Thistle Group Holdings, Co. is offering to purchase these
shares at a set price of $13.00 per share to the seller in cash, without
interest. Thistle Group Holdings, Co. tender offer is made on the terms and
subject to the conditions set forth in the Offer to Purchase for Cash dated May
7, 2002 (the "Offer"), and as amended and restated on June 7, 2002, and in the
related Letter of Transmittal, which, as amended or supplemented from time to
time, together constitute the tender offer and copies of which are attached to
the Schedule TO dated May 7, 2002 and June 7, 2002 as Exhibits (a)(1) and
(a)(1)(a).
Except as expressly set forth in this amended Schedule TO, all the
terms and conditions previously set forth in the Offer, the supplements, and the
Schedule TO remain applicable in all respects to the Offer.
Item 11. Other Information is hereby amended and supplemented as follows:
On June 11, 2002, Jewelcor Management, Inc. ("Jewelcor") filed a
complaint in the Court of Common Pleas of Philadelphia County, Pennsylvania
against Thistle Group Holdings, Co. (the "Company") and each of its directors
(collectively, the "Defendants") for breach of fiduciary duty (the "Complaint").
Jewelcor seeks from the Defendants compensatory damages, punitive damages, costs
of suit, and such other and further relief to which Jewelcor may be entitled.
The Company and each of its directors believe the proceeding is without merit
and plan to vigorously defend the Complaint. Currently, the Company does not
believe that the ultimate outcome of this matter will have a material effect on
its financial statements.
Item 12. Exhibits.
(a) (1) Form of Offer to Purchase for Cash, dated May 7, 2002* and form
of Letter of Transmittal (including Certification of Taxpayer
Identification Number on Form W-9).*
(a) (1) (a) Form of Amended and Restated Offer to Purchase for Cash
dated June 7, 2002.*
(a) (2) Form of Notice of Guaranteed Delivery.*
(a) (3) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a) (4) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees (including the
Instruction Form).*
(a) (5) Form of Letter to Shareholders of the Company, dated May 7,
2002 from John F. McGill, Jr., Chairman and Chief Executive Officer of
the Company.*
(a) (5) (a) Form of Letter to Shareholders of the Company, dated
June 7, 2002 from John F. McGill, Jr, Chairman and Chief Executive
Officer of the Company.*
(a) (6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
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(a) (7) Press Releases issued by the Company, dated May 7, 2002, May
10, 2002, and June 4, 2002.*
(a) (8) Letter to Seymour Holtzman dated June 6, 2002.*
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
June 12, 2002 THISTLE GROUP HOLDINGS, CO.
/s/ John F. McGill, Jr.
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John F. McGill, Jr.
Chairman and Chief Executive Officer
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