SCHEDULE 14A
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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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THISTLE GROUP HOLDINGS, CO.
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(Name of Registrant as Specified In Its Charter)
Jewelcor Management, Inc.
100 N. Wilkes-Barre Blvd., 4th Floor
Wilkes-Barre, PA 18702
(Name of Person(s) filing Proxy Statement, if other than the
Registrant)
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Dear XXXXXX:
I am sending you this XXXXX because
XXXXXXX is a substantial shareholder in
Thistle Group Holdings, Co. (the "Company"
NASDAQ "THTL"). We are the Committee to
Maximize Shareholder Value and have
nominated two directors in opposition to the
slate nominated by the current Board.
The Company's stock performance over
the last 3 years has been substantially below that
of the bench-mark index for similar size thrifts as
determined by SNL Securities (the leading thrift
trade publication and data provider). The Banks
return is a miniscule 1.82% versus the SNL index
of 23.56%.
Based on summary statistics for mergers
announced on or following January 1,
2000 (according to SNL Securities) for
Thrifts with assets of $500 million to $1
billion, the Committee believes that a thrift
institution with a book value of $13.09
(Book Value as of Thistle's most recent
Quarterly Report on Form 10-Q filed
November 14, 2001), if acquired, could
command a price of $21.64. This price is
72% higher than the closing price of
Thistle's Common Stock on March 28,
2002.
The Committee has One Goal to retain
an investment banker and seek to SELL THE
BANK, to the highest bidder at a substantial
premium over its current price; however this
goal may be limited by the Board's fiduciary
duties. The Board would like you to believe that
the Committee would give the bank away at so-
called fire sale prices. Like you, it is in the best
interest of the Committee and all shareholders to
get the best possible price for our Company.
We feel management and the Board's
ineffective operation of the Company over the
last several years warrants a change.
Furthermore we call your attention to the
fact that the Board amended the Company's By-
Laws on February 20, one week after the
Committee first submitted its nominees. These
amendments purport to place severe restrictions
on who may be nominated to the Board, and our
two nominees (or most other qualified
independent director candidates) would be
precluded from ever running again.
As you may also know, the Board
attempted to change the date of the Annual
Meeting from April 17 to April 3. In order to
protect shareholder rights, Jewelcor
Management, Inc. ("JMI") a Committee
member, went to Court to enjoin the Company
from taking this action. The Judge ruled in
JMI's favor, and the Company must move the
meeting date to no earlier than April 17. The
Judge stated, " the Board's attempt to move the
Meeting date is a blatant attempt to manipulate
the upcoming Board election and to interfere
with JMI's right to contest the election of the
Thistle's directors." (See attached Philadelphia
Inquirer Article)
Please do not sign the white proxy card.
We believe your vote is pivotal and we cannot
win without your support.
We value your time and would like to
call you on Friday for a brief follow up
discussion.
Very truly yours:
The Committee to Maximize
Shareholder Value
James A. Mitarotonda Seymour Holtzman
212-974-5701 561-672-4713