THISTLE GROUP HOLDINGS CO

election_required = True...any "odd lot holder" (as defined below) who: o tenders all shares owned (beneficially or of record) by the odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and 8 o completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery; and o Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described under "-- - Conditional Tender Procedures," all other shares properly tendered at prices equal to or below the purchase price, on a pr...

election_required = True...res, even if these holders have separate accounts or certificates representing fewer than 100 shares. This preference is also not available to any shares held in the Bank's ESOP. Any odd lot holder wishing to tender all its shares pursuant to our offer should complete the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. Item 7. Source and Amount of Funds or Other Consideration is hereby amended and supplemented by the following: Item 7(b) - Pages 24 - 25 under the caption "8 - Conditions of Our Offer," the disclosure is revised as follows. Notwithstanding any other provision of our offer, we will...

expiry = 2002-06-07...TO PURCHASE FOR CASH UP TO 1,000,000 SHARES OF COMMON STOCK OF THISTLE GROUP HOLDINGS, CO. (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON JUNE 7, 2002, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. THISTLE GROUP HOLDINGS, CO. IS: o offering to purchase up to 1,000,000 shares of our common stock in a tender offer, and o offering to purchase these shares at a pr...

expiry = 2002-06-20...the associated preferred share purchase rights) of Thistle Group Holdings, Co. Tendered Pursuant To the Offer to Purchase For Cash Dated June 7, 2002 THIS OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON THURSDAY, JUNE 20, 2002, UNLESS THE OFFER IS EXTENDED. THISTLE GROUP HOLDINGS, CO. MAY EXTEND THE OFFER PERIOD AT ANY TIME. DEPENDING UPON THE RESULTS OF THE OFFERING, WE RESERVE THE RIGHT TO TERMINATE THE OFFERING AND NOT PURCHASE TENDERED SHARES. The Depositary...

listed = True...ares with your broker or other financial or tax advisor. Our Directors and executive officers have advised us that they do not intend to tender any of their shares in our offer. See "The Offer - Purposes of Our Offer." WHAT IS A RECENT MARKET Our common stock is traded on the Nasdaq - PRICE OF MY THISTLE National Market System under the symbol "THTL." SHARES? On May 3, 2002, a date close to the date of this document, the closing price of our common stock on the Nasdaq was $11.92. We urge you to obtain more current market quotations for your shares. For trading information regarding the shares, you may call Georgeson...

mechanism = DUTCH...ng common stock and the associated preferred share rights. See "The Offer - Information About Us and the Shares." WHAT IS THE PURCHASE The price range for our offer is $11.50 to $12.50. PRICE? We are conducting the offer through a procedure commonly called a "modified Dutch Auction." This procedure allows you to choose a price within this price range at which you are willing to sell your shares. We will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest price that will allow us to buy up to 1,000,000 shares. If a lesser number of shares is tendered, we...

must_tender_all = True...iority: o First, we will purchase from all holders of "odd lots" of less than 100 shares (including any shares held in our automatic dividend reinvestment plan, but not including any shares held in the Roxborough Manayunk Bank's Employee Stock Ownership Plan) who properly tender all of their shares at prices equal to or below the selected price. o Second, we will purchase shares from all other shareholders who properly tender shares at prices equal to or below the selected price, on a pro rata basis, subject to the conditional tender provisions described under "The Offer - Conditional Tender Procedures." As a result, we will purcha...

price = USD 11.5-12.5...SHARES? 1,000,000 shares of our outstanding common stock and the associated preferred share rights. See "The Offer - Information About Us and the Shares." WHAT IS THE PURCHASE The price range for our offer is $11.50 to $12.50. PRICE? We are conducting the offer through a procedure commonly called a "modified Dutch Auction." This procedure allows you to choose a price within this price range at which you are willing to sell your shares. We wi...

threshold = 100...to the greater number of shares. ODD LOTS. For purposes of our offer, the term "odd lots" means all shares properly tendered before the expiration date at prices equal to or below the purchase price and not properly withdrawn by any person, referred to as an "odd lot holder," who owns, beneficially or of record, a total of fewer than 100 shares (not including any shares held in the Bank's ESOP) and certifies to that fact in the "Odd Lots" box on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered shares. To qualify for this prefer...

threshold = 100...ts," the disclosure is revised as follows. For purposes of our offer, the term "odd lots" means all shares properly tendered before the expiration date at prices equal to or below the purchase price and not properly withdrawn by any person, referred to as an "odd lot holder," who owns, beneficially or of record, a total of fewer than 100 shares (not including any shares held in the Bank's ESOP) and certifies to that fact in the "Odd Lots" box on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered shares. To qualify for this prefer...

threshold = 100...Thistle Group Holdings, Co.'s automatic dividend reinvestment plan, but not including any shares held in the Roxborough Manayunk Employee Stock Ownership Plan) and are tendering all of your shares. You either (check one box): [ ] are the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or [ ] are a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficia...

txn_type = TENDER_OFFEREX-12 3 ex12a1_050702-0036.txt FORMS THISTLE GROUP HOLDINGS, CO. 6060 Ridge Avenue Philadelphia, Pennsylvania 19128-1696 OFFER TO PURCHASE FOR CASH UP TO 1,000,000 SHARES OF COMMON STOCK OF THISTLE GROUP HOLDINGS, CO. (INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS) OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON JUNE 7, 2002, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. THISTLE GROUP HOLDING...

txn_type = TENDER_OFFER...e not greater than $12.50 nor less than $11.50 per share to the seller in cash, without interest, as specified by shareholders tendering their shares. Thistle Group Holdings, Co. tender offer is made on the terms and subject to the conditions set forth in the Offer to Purchase for Cash, dated May 7, 2002, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer and copies of which were attached to the Schedule TO dated May 7, 2002 as Exhibit (a)(1). Item 4 - Terms of the Transaction is hereby amended and supplemented by the following: I...

txn_type = TENDER_OFFER...2a1.txt FORM OF LETTER OF TRANSMITTAL THISTLE GROUP HOLDINGS, CO. AMENDED AND RESTATED LETTER OF TRANSMITTAL To Accompany Shares of Common Stock (including the associated preferred share purchase rights) of Thistle Group Holdings, Co. Tendered Pursuant To the Offer to Purchase For Cash Dated June 7, 2002 THIS OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON THURSDAY, JUNE 20, 2002, UNLESS THE OFFER IS EXTENDED. THISTLE GROUP HOLDINGS, CO. MAY EXTEND THE OFFER PERIOD AT ANY TIME. DEPENDING UPON THE RESULTS OF THE OFFERING, WE RESERVE THE RIGHT TO TERMINATE THE OFFERIN...

txn_type = TENDER_OFFER...oup Holdings, Co. RELEASE ------------ Contacts: John F. McGill, Jr., CEO Pam Cyr, Dir. of Investor Relations 6060 Ridge Avenue Philadelphia, PA 19128 Phone: 215-483-3777 Fax: 215-483-1038 Web: RMBgo.com THISTLE GROUP HOLDINGS ANNOUNCES PRELIMINARY RESULTS OF ISSUER TENDER OFFER PHILADELPHIA, PENNSYLVANIA, June 21, 2002 -- Thistle Group Holdings, Co. (the "Company") (NASDAQ: THTL) announced the preliminary results of its issuer tender offer for up to 1,000,000 shares of its common stock at a set price of $13.00 per share, to the seller in cash without interest, which expired at midnight on the evening of June 20...