UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
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| | Preliminary Proxy Statement
| | Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material pursuant to ss.240.14a-12
THISTLE GROUP HOLDINGS, CO.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
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THISTLE GROUP HOLDINGS, CO.
November 10, 2003
Dear ESOP Participant:
In connection with the Special Meeting of Stockholders of Thistle Group
Holdings, Co. (the "Company"), you may direct the voting of the shares of Common
Stock of the Company held by the Roxborough-Manayunk Bank Employee Stock
Ownership Plan and Trust ("ESOP") allocated to your ESOP account. Unallocated
shares in the ESOP and allocated shares for which voting instructions are not
received will be voted by the ESOP Trustee in accordance with their fiduciary
capacity.
We are forwarding to you the attached Proxy Statement dated November 10,
2003, and the Vote Authorization Form, provided for the purpose of conveying
your voting instructions to the ESOP Trustee.
At this time, in order to direct the voting of shares allocated to your
account under the ESOP, you must fill out and sign the enclosed Vote
Authorization Form and return it to the ESOP Trustee in the accompanying
envelope. Your votes will be tallied and the ESOP Trustee will vote your
allocated shares in the ESOP Trust based upon your directions received in a
timely manner.
Sincerely,
ESOP Trustee
VOTE AUTHORIZATION FORM
I, the undersigned, understand that the ESOP Trustee is the holder of
record and custodian of all shares attributable to me of Thistle Group Holdings,
Co. (the "Company") Common Stock under the Roxborough-Manayunk Bank Employee
Stock Ownership Plan and Trust. Further, I understand that my voting
instructions are solicited on behalf of the ESOP Trustee for the Company's
Special Meeting of Stockholders to be held on December 18, 2003.
Accordingly, you are to vote all shares attributable to me as follows:
FOR AGAINST ABSTAIN
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(1) Proposal to approve and adopt an agreement and plan of merger, dated
September 22, 2003, by and among Citizens Bank of Pennsylvania,
Citizens Financial Group, Inc. and Thistle Group Holdings, Co.,
pursuant to which, among other things, (i) a newly-formed subsidiary
of Citizens Bank of Pennsylvania will merge with and into Thistle and
(ii) upon consummation of the merger, each outstanding share of
Thistle common stock (other than certain shares held by Thistle or
Citizens) will be converted into the right to receive $26.00 in cash,
without interest. [ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE ABOVE PROPOSAL
The ESOP Trustee is hereby authorized to vote any shares attributable to me
in his or her trust capacities as indicated above. I understand that if I sign
this form without indicating specific instructions, shares attributable to me
will be voted FOR the listed proposals.
____________________ ___________________________
Date Signature
Please date, sign and return this form in the enclosed envelope.