SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 17, 2002
THISTLE GROUP HOLDINGS, CO.
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(Exact name of Registrant as specified in its Charter)
Pennsylvania 000-24353 23-2960768
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
6060 Ridge Avenue, Philadelphia, Pennsylvania 19128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 483-2800
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Not Applicable
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(Former name or former address, if changed since last Report)
THISTLE GROUP HOLDINGS, CO.
INFORMATION TO BE INCLUDED IN REPORT
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Items 5 and 9 Other Events and Regulation FD Disclosure
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On or about October 17, 2002, the registrant executed a Standstill
Agreement with Jewelcor Managemet, Inc., Seymour Holtzman, James A. Mitarotonda
and Barington Companies Equity Partners, L.P. (the "Group Members"). Such
agreement will remain effective for a period of five years. The primary terms of
the agreement include the following. The registrant will make a cash payment of
$75,000 to the Group Members. The Group Members will withdraw and release the
two lawsuits pending in the Court of Common Pleas, Philadelphia, Pennsylvania,
against the Company and each of its directors. Additionally, each Group Member
has agreed to enter into this agreement and to refrain from purchasing or
otherwise acquiring the beneficial ownership of any shares of capital stock of
the registrant for a period of five years. The registrant has also agreed to
repurchase approximately 97,000 shares of its common stock held by Group Members
at $12.50 per share.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THISTLE GROUP HOLDINGS, CO.
Date: October 18, 2002 By: /s/ John F. McGill, Jr.
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John F. McGill, Jr.
Chief Executive Officer