EXHIBIT 20
THISTLE GROUP HOLDINGS, CO.
DIVIDEND REINVESTMENT PLAN
The Board of Directors of Thistle Group Holdings, Co. (the "Company")
has adopted the Thistle Group Holdings, Co. Dividend Reinvestment Plan (the
"Plan") in accordance with which shares of the Company's common stock (the
"Common Stock") are available for purchase by the stockholders of the Company by
means of reinvestment of cash dividends paid on the Common Stock and by
voluntary contribution of additional cash payments. Purchases of Common Stock
under the Plan will be made in the open market. The Plan will remain in effect
until amended, altered or terminated by the Company. Stockholders who do not
participate in the Plan will continue to receive cash dividends, as declared, in
the usual manner. The Plan is set forth below as a series of questions and
answers.
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a simple,
convenient and economical procedure for purchasing additional shares of Common
Stock by using the cash dividends paid on Common Stock currently held by a
participant and additional voluntary cash contributions by such participant. The
Plan allows participants to have all cash dividends paid on their Common Stock
automatically reinvested in Common Stock.
2. What are the advantages of the Plan?
Participants may increase their holdings of Common Stock with the
reinvestment of cash dividends received on previously owned Common Stock and by
payment of additional voluntary cash contributions without incurring any service
charges and without the payment of brokerage commissions in connection with
stock purchases made under the Plan. Regular statements of account provide each
participant with a record of each transaction. Participation in the Plan is
entirely voluntary. You may join or terminate your participation at any time
prior to a particular dividend record date by making timely written notice to
the Plan Administrator (see Question 3).
PLAN ADMINISTRATION
3. Who administers the Plan for participants?
Registrar and Transfer Company, Cranford, New Jersey, the Company's
stock transfer agent, (hereinafter referred to as "Plan Administrator")
administers the Plan for participants by maintaining records, sending statements
of account to participants and performing other duties relating to the Plan.
Shares of Common Stock purchased under the Plan are registered in the name of
the Plan Administrator's nominee and are credited to the accounts of the
participants in the Plan. The Plan Administrator acts in the capacity as agent
for participants in the Plan. The Company may replace the Plan Administrator at
any time within its sole discretion.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of a minimum of one hundred (100) shares of
Common Stock are eligible to participate in the Plan. Beneficial owners of
shares of Common Stock whose shares are registered in names other than their own
(for instance, in the name of a broker or nominee) may become stockholders of
record by requesting their broker or nominee to transfer such shares into their
own names. Alternatively, beneficial owners of Common Stock may request that the
broker or nominee enroll in the Plan on your behalf. The right to participate in
the Plan is not transferable to another person apart from a transfer of a
Participant's shares of Common Stock. Stockholders who reside in jurisdictions
in which it is unlawful for a stockholder to participate in the Plan are not
eligible to participate in the Plan.
5. How does an eligible stockholder participate?
To participate in the Plan, a stockholder of record (or a broker or
nominee) must simply complete an Authorization Form and return it to the Plan
Administrator. An Authorization Form is enclosed herewith. Additional copies of
the Authorization Form will be provided from time to time to the holders of the
Common Stock, and may be obtained at any time by written request to Registrar
and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016, Attn:
Dividend Reinvestment Department.
6. When may an eligible stockholder join the Plan?
A stockholder of record (or a broker or nominee) owning a minimum of
one hundred (100) shares of Common Stock may enroll in the Plan at any time. If
the Authorization Form is received by the Plan Administrator on or before the
record date for a dividend payment, and the participant elects to reinvest the
dividends in shares of Common Stock, such reinvestment of dividends will begin
with that dividend payment. Please note that the Plan does not represent any
change in the Company's dividend policy or a guarantee of the payment of any
future dividends.
7. What does the Authorization Form provide?
The Authorization Form directs the Company to pay to the Plan
Administrator for the account of the participating stockholder of record all
cash dividends on the Common Stock registered in the name of the participant as
reflected in the records of the Company's stock transfer agent, as well as
dividends paid on the Common Stock credited to the participant's account under
the Plan. It also appoints the Plan Administrator (or such other plan
administrator as the Company may from time to time designate) as agent for the
participant and directs such agent to apply all cash dividends towards the
purchase of additional shares of Common Stock in accordance with the terms and
conditions of the Plan. Such Authorization Form may also authorize the
investment of additional cash contributions for the purchase of Common Stock as
of the next Investment Date.
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8. Is there a minimum level of dividend reinvestment under the Plan?
No, provided that the participant is the record owner of not less than
one hundred (100) shares of Common Stock as of the dividend record date, and the
dividends associated with such Common Stock are used for reinvestment under the
Plan.
9. May a stockholder/participant have dividends reinvested under the
Plan with respect to less than all the Common Stock registered in that
stockholder/participant's name?
Reinvestment of dividends is required for all dividends paid on all
Common Stock registered in the stockholder/participant's name. Also, the Common
Stock held in a stockholder/participant's brokerage or trust account is eligible
for enrollment for dividend reinvestment.
OPTIONAL CASH PAYMENTS
10. May a participant elect to make additional cash payments under the
Plan?
Yes. In addition to the reinvestment of dividends paid on Common Stock,
participants may make optional cash contributions of between $100 and $1,000 per
calendar quarter for the purchase of additional shares of Common Stock. The
Company will not approve investment of optional cash contributions in excess of
the stated limit. Participants wishing to make optional cash contributions may
forward such funds to the Plan Administrator no earlier than 30 days prior to
the next dividend payment date and no later than 5 days preceding such dividend
payment date. No interest earnings will be paid on such funds. Funds submitted
prior to 30 days before the next dividend payment date will be returned.
OPTIONAL CASH CONTRIBUTIONS DO NOT CONSTITUTE DEPOSITS OR SAVINGS ACCOUNTS
ISSUED BY A SAVINGS INSTITUTION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
Upon written request addressed to the Plan Administrator received at
least 5 business days prior to the next dividend payment date, any optional cash
contributions received which have not yet been invested in Common Stock will be
reimbursed to the participant.
STOCK PURCHASES UNDER THE PLAN
11. When will the Plan purchase Common Stock?
Stock purchases under the Plan will be made during each calendar
quarter on each "Investment Date," which will be the first business day
following a dividend payment date or as soon as practicable thereafter.
Purchases of Common Stock will be made at the direction of the Plan
Administrator or its selected broker/dealer. Such purchases will be made in
accordance with applicable federal securities laws and regulations. No interest
earnings will be paid by the Plan
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Administrator on dividend payments or optional cash contributions pending their
investment in Common Stock.
In the event applicable law or the closing of the securities markets
requires temporary curtailment or suspension of open market purchases of Common
Stock, the Plan Administrator is not accountable for its inability to purchase
Common Stock at such time. If shares of Common Stock are not available for
purchase for a period longer than 30 days from the applicable dividend payment
date, the Plan Administrator will promptly mail to each participant a check in
the amount of any unapplied funds in the participant's account.
12. How many shares of Common Stock will be purchased for participants?
The number of shares of Common Stock that will be purchased for each
participant on any dividend payment date will depend on the amount of the
participant's cash dividend for reinvestment, any additional cash contributions
received, and the purchase price of the shares of Common Stock. Each
participant's account will be credited with that number of shares (including
fractional shares computed to three decimal places) equal to the total amount to
be invested, divided by the applicable purchase price (computed to four decimal
places).
13. What will be the price of shares of Common Stock purchased under
the Plan?
In making purchases of Common Stock for a participant's account
associated with each Investment Date, the Plan Administrator will commingle the
participant's funds with those of other participants under the Plan. The price
of shares of Common Stock purchased for participants under the Plan with
reinvested dividends on their Common Stock for each Investment Date will be
equal to the average price of all shares of the Common Stock purchased on the
Investment Date by the Plan Administrator on behalf of the Plan. The Plan
Administrator shall have no responsibility with respect to the market value of
the Common Stock acquired under the Plan for participant's accounts. The Company
will bear all costs of administering the Plan, except as described under
Question 15 below.
14. How are dividends on Common Stock purchased through the Plan
applied?
The purpose of the Plan is to provide the participant with a convenient
method of purchasing Common Stock and to have the dividends on the Common Stock
reinvested. Accordingly, dividends paid on Common Stock held in the Plan will be
automatically reinvested in additional shares of Common Stock unless and until
the participant elects in writing to terminate participation in the Plan.
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COSTS TO PARTICIPANTS
15. Are there any expenses to participants in connection with purchases
under the Plan?
No. Participants will make purchases of Common Stock under the Plan
without the payment of brokerage commissions and the Company will pay all fees
in connection with purchases of Common Stock under the Plan, except for costs
associated with the actual purchase price of the Common Stock purchased on the
Investment Date. There are no service charges to participants in connection with
purchases of Common Stock under the Plan. All costs of administration of the
Plan are paid by the Company. However, if a participant requests the Plan
Administrator to sell his or her shares in the event of his or her withdrawal
from the Plan (rather than you receiving stock certificates upon such
withdrawal), the participant will pay the applicable brokerage commission
associated with the sale of such Common Stock, any required transfer tax, and
applicable service charges.
REPORTS TO PARTICIPANTS
16. How will participants be advised of their purchases of stock?
As soon as practicable after each stock purchase, each participant will
receive a statement of account from the Plan Administrator. These statements are
the participant's continuing record of the purchase price of the Common Stock
acquired and the number of shares acquired, and should be retained by each
participant for tax purposes. Participants will also receive, from time to time,
communications sent to all record holders of the Common Stock.
DIVIDENDS
17. Will participants be credited with dividends on Common Stock held
in their account under the Plan?
Yes. The participant's account will be credited with dividends paid on
full shares of Common Stock and fractional shares of Common Stock credited to
the participant's account. The Plan Administrator will automatically reinvest
the cash dividends received for the purchase of additional shares of Common
Stock.
STOCK CERTIFICATES
18. Will stock certificates be issued for shares of Common Stock
purchased?
The Plan Administrator will hold all stock certificates representing
the Common Stock purchased under the Plan in the name of its nominee. Normally,
certificates for Common Stock purchased under the Plan will not be issued to
participants. The number of shares of Common Stock credited to an account under
the Plan will be shown on the participant's statement of account.
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The Participant may receive stock certificates for full shares of
Common Stock accumulated in his or her account under the Plan by sending a
written request to the Plan Administrator. Participants may request periodic
issuance of stock certificates for all full shares of Common Stock in their
account. When stock certificates are issued to the participant, future dividends
on such shares of Common Stock will be reinvested in additional shares of Common
Stock. Any undistributed shares of Common Stock will continue to be reflected in
the participant's account. No stock certificates representing fractional shares
will be issued.
A participant's rights under the Plan and Common Stock credited to the
account of the participant under the Plan may not be pledged. A participant who
wishes to pledge such Common Stock must request that stock certificates for such
Common Stock be issued in his or her name.
Accounts under the Plan are maintained in the names in which the stock
certificates of participants were registered at the time they entered the Plan.
Additional stock certificates for whole shares of Common Stock will be similarly
registered when issued.
WITHDRAWAL FROM THE PLAN
19. How does a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time by sending a
written withdrawal notice to the Plan Administrator and including payment of the
$10 termination fee. Notice received after a particular dividend record date
will be effective following the payment date of such dividend. (See Question 5
for the full name and address of the Plan Administrator). When a participant
withdraws from the Plan, or upon termination of the Plan by the Company, stock
certificates for whole shares of Common Stock credited to the participant's
account under the Plan will be issued and a cash payment will be made in lieu of
any fraction of a share of Common Stock (see Question 20).
Upon withdrawal from the Plan, the participant may also request that
all of the Common Stock credited to his or her account be sold by the Plan
Administrator. If such sale is requested, the Plan Administrator will place a
sale order, as promptly as possible after the processing of the request for
withdrawal, for the account of the participant through an agent designated by
the Plan Administrator at the prevailing market price at the time of such sale.
The participant will receive from the Plan Administrator a check for the
proceeds of the sale less any applicable brokerage commission and any transfer
tax.
20. What happens to a fraction of a share of Common Stock when a
participant withdraws from the Plan?
When a participant withdraws from the Plan, a cash adjustment
representing the value of any fraction of a share of Common Stock then credited
to the participant's account will be mailed directly to the participant. The
cash adjustment will be based on the closing price of the Common
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Stock on the effective date of the withdrawal. In no case will stock
certificates representing a fractional share of Common Stock interest be issued.
OTHER INFORMATION
21. What happens when a participant's record ownership of Common Stock
is less than one hundred (100) shares as of a dividend record date?
If a participant disposes of Common Stock registered in his or her name
(including shares credited to his or her account under the Plan) so that the
total number of shares of Common Stock held in the name of the participant is
less than one hundred (100) shares of Common Stock, the Plan Administrator will
discontinue the reinvestment of cash dividends on the Common Stock credited to
the participant's account under the Plan and the investment of additional cash
contributions until such participant's record ownership of Common Stock
increases to at least one hundred (100) shares in the aggregate. All applicable
dividends will be paid in the form of cash until such participant's stock
ownership increases to at least one hundred (100) shares. If following a
disposition of stock, a participant's aggregate record ownership of the Common
Stock contains less than one hundred (100) shares of Common Stock, then at the
Company's election, a cash payment will be made for any fractional shares, any
uninvested cash balance in the account will be paid to the participant, and the
account will be terminated.
22. What happens if the Company issues a stock dividend, declares a
stock split or makes a rights offering?
Any shares of Common Stock representing stock dividends or stock splits
distributed by the Company on Common Stock credited to the account of a
participant under the Plan will be added to the participant's account. Common
Stock representing stock dividends or split shares distributed on Common Stock
registered in the name of the participant will be mailed directly to such
participant in the same manner as to stockholders who are not participating in
the Plan.
In the event the Company makes a rights offering of any of its
securities to holders of Common Stock, participants in the Plan will be notified
by the Company in advance of the commencement of the offering. A participant
should instruct the Plan Administrator to transfer full shares of Common Stock
held by the Plan into the name of such participant prior to the record date for
such offering the participant wishes to exercise such rights. If no such
instructions are received by the Plan Administrator prior to such record date,
then such rights shall terminate with respect to both the participant and the
Plan Administrator.
23. How will a participant's shares of Common Stock held under the Plan
be voted?
Common Stock credited to the account of a participant under the Plan
will be automatically added to the Common Stock covered by the proxy sent to the
stockholder with respect to his or her other Common Stock and may be voted by
such holder pursuant to such proxy. The Plan Administrator will forward any
proxy solicitation materials relating to the Common Stock held by
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the Plan to the participating stockholder. Where no instructions are received
from a participant with respect to a participant's Common Stock held under the
Plan, or otherwise, such Common Stock shall not be voted unless the participant
votes such Common Stock in person.
24. What are the income tax consequences of participation in the Plan?
In general, a participant in the Plan has the same federal and state
income tax obligations with respect to dividends credited to his or her account
under the Plan as other holders of Common Stock who elect to receive cash
dividends directly. A participant is treated for income tax purposes as having
received, on the dividend payment date, a dividend in an amount equal to the
fair market value of the Common Stock credited to his or her account under the
Plan, even though that amount was not actually received by the participant in
cash, but, instead, was applied to the purchase of additional shares for his or
her account. In addition, any brokerage commissions and service charges paid by
the Company on behalf of the participant is deemed to constitute dividend income
by the Internal Revenue Service ("IRS"). Such amounts, if any, will be included
on any annual information return filed with the IRS, a copy of which will be
sent to the participant.
The tax basis of each share of Common Stock credited to a participant's
account pursuant to the dividend reinvestment aspect of the Plan is the fair
market value of the Common Stock on the Investment Date (plus any brokerage
commissions and service charges paid by the Company on behalf of the
participant). The holding period for such Common Stock begins on the day
following the Investment Date.
The receipt by a participant of stock certificates representing whole
shares of Common Stock previously credited to his or her account under the Plan
upon withdrawal from the Plan or pursuant to the request of the participant will
not result in the recognition of taxable income. A participant will recognize a
gain or loss when shares of Common Stock are sold on behalf of the participant
upon withdrawal from the Plan or when the participant sells Common Stock after
the participant's withdrawal from the Plan.
All participants are advised to consult with their own tax advisors to
determine the particular tax consequences which may result from their
participation in the Plan and their subsequent sale of Common Stock purchased
pursuant to the Plan.
25. What are the responsibilities of the Company under the Plan?
The Company and the Plan Administrator in administering the Plan will
not be liable for any act done in good faith or for the good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon such participant's death or
judicially declared incompetency or with respect to the prices at which shares
of Common Stock are purchased for the participant's account, and the times when
such purchases are made, with respect to any loss or fluctuation in the market
value after purchase of shares, or with respect to any sales of Common Stock
made under the Plan on behalf of the participant.
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The Company shall interpret the Plan; all such interpretations and
determinations made by the Company shall be conclusive. The terms and conditions
of the Plan, the Authorization Form, the Plan's operation, and a participant's
account will be governed by the laws of the Commonwealth of Pennsylvania and the
Rules and Regulations of the Securities and Exchange Commission. The terms of
the Plan and the Authorization Form cannot be changed by oral agreement.
26. Who bears the risk of market price fluctuations in the Common
Stock?
The participant bears the risk of loss and realizes the benefits of any
gain from market price changes with respect to all the Common Stock held in the
Plan, or otherwise. A participant's investment in Common Stock acquired under
the Plan is no different from direct investment in the Common Stock. Neither the
Company nor the Plan Administrator makes any representations with respect to the
future value of the Common Stock purchased under the Plan. The participant
should recognize that the Company, the Plan Administrator and related parties
cannot assure the participant of realizing any profits or protect the
participant against a loss related to investment in the Common Stock. THE COMMON
STOCK PURCHASED IN ACCORDANCE WITH THE PLAN DOES NOT CONSTITUTE SAVINGS ACCOUNTS
OR DEPOSITS ISSUED BY A SAVINGS INSTITUTION OR BANK AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
27. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified, or terminated at any time
by the Board of Directors of the Company without the approval of the
participants. Notice of any such suspension or termination or material amendment
or modification will be sent to all participants, who shall at all times have
the right to withdraw from the Plan.
The Company or the Plan Administrator may terminate a
stockholder/participant's individual participation in the Plan at any time by
written notice to the stockholder/participant. In such event, the Plan
Administrator will request instructions from the stockholder/participant for
disposition of the Common Stock in the account. If the Plan Administrator does
not receive instructions from the participant, it will send the participant a
stock certificate for the number of full shares of Common Stock held for the
participant under the Plan and a check for the value of any fractional share of
Common Stock in such participant's account.
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TO: REGISTRAR AND TRANSFER COMPANY AUTHORIZATION FOR AUTOMATIC DIVIDEND
REINVESTMENT FOR SHAREHOLDERS OF THISTLE GROUP HOLDINGS, CO.
|_| I hereby authorize Thistle Group Holdings, Co. to pay to Registrar
and Transfer Company, as my agent for my account all cash dividends due me on
common stock of Thistle Group Holdings, Co. ("Common Stock") for which I am the
holder of record, as set forth on this card. I want to reinvest dividends on all
Common Stock registered in my name for the purchase of full or fractional shares
of Common Stock in accordance with the terms of the Thistle Group Holdings, Co.
Dividend Reinvestment Plan ("Plan").
|_| I further authorize the investment of $________________ for the
purchase of additional shares of Common Stock as of the next Investment Date
(minimum of $100.00, maximum of $1,000.00 per quarter), in accordance with the
Plan. Please make checks payable to: Registrar and Transfer Company. Please do
not transmit funds earlier than 30 days before the next dividend payment date
(but not later than 5 days prior to such date).
I understand that the purchase of Common Stock will be made subject to
the terms and conditions of the Plan, and that I may terminate this
authorization at any time by notifying Registrar and Transfer Company.
This authorization form, when signed, should be mailed to: Registrar
and Transfer Company, Attention: Dividend Reinvestment Department, 10 Commerce
Drive, Cranford, New Jersey 07016. An addressed envelope is provided for that
purpose.
NOTE: THIS IS NOT A PROXY
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Shareholder
Please sign exactly as name(s) appears on this card. If shares of Common Stock
are held jointly, each stockholder must sign.
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Date