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) September 22, 2003 THISTLE GROUP HOLDINGS, CO. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Pennsylvania 000-24353 23-2960768 - ---------------------------- -------------- ------------- (State or other jurisdiction (SEC File No.) (IRS Employer of incorporation) Identification Number) 6060 Ridge Avenue, Philadelphia, Pennsylvania 19128 - --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 483-2800 -------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last Report) INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Item 5. Other Events - ------- ------------ On September 22, 2003, the Registrant and announced that it has entered into a definitive merger agreement with Citizens Bank of Pennsylvania, Philadelphia, Pennsylvania, whereby Citizens Bank of Pennsylvania will acquire the Registrant. A copy of the press release regarding such announcement is incorporated herein by reference in its entirety as Exhibit 99. Item 7. Financial Statements, Pro Forma Financial Information - ------- ----------------------------------------------------- and Exhibits ------------ Exhibit Number Description ------ ----------- 2.1 Agreement and Plan of Merger, dated as of September 22, 2003, between the Registrant and Citizens Bank of Pennsylvania and Citizens Financial Group, Inc. 99 Press Release dated September 22, 2003. * * Incorporated by reference into the DEFA14A filed by the Registrant on September 22, 2003. 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: September 24, 2003 By: /s/Pamela M. Cyr -------------------------- Pamela M. Cyr Chief Financial Officer