-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ujar8ERD+01S8w+LPg89sP0xkaKr6sLyuN5lQSYCyFM1/odmbdB20dcEqQCePw++ Nka8QmIdtO5rawlRmZEgXQ== 0000946275-00-000059.txt : 20000208 0000946275-00-000059.hdr.sgml : 20000208 ACCESSION NUMBER: 0000946275-00-000059 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THISTLE GROUP HOLDINGS CO CENTRAL INDEX KEY: 0001058539 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 232960768 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-54943 FILM NUMBER: 525756 BUSINESS ADDRESS: STREET 1: 6060 RIDGE AVENUE CITY: PHILADELPHIA STATE: PA ZIP: 19128 BUSINESS PHONE: 2154832800 MAIL ADDRESS: STREET 1: 6060 RIDGE AVENUE CITY: PHILADELPHIA STATE: PA ZIP: 19128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROXBOROUGH-MANAYUNK FEDERAL SAVINGS BANK ESOP TRUST CENTRAL INDEX KEY: 0001078290 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6060 RIDGE AVE. CITY: PHILIDELPHIA STATE: PA ZIP: 19128-1696 BUSINESS PHONE: 9137553033 MAIL ADDRESS: STREET 1: 6060 RIDGE AVE CITY: PHILIDELPHIA STATE: PA ZIP: 19128-1696 SC 13G/A 1 SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Thistle Group Holdings, Co. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 88431E 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) September 10, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-(c) [ ] Rule 13d-1(d) - ------------------- * The remainder of the cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 of 4 pages Page 2 of 4 Pages CUSIP No. 88431E 10 3 Schedule 13G ----------- ------------ 1. Name of Reporting Person S.S. or I.R.S. Identification Number of above person: Roxborough-Manayunk Bank Employee Stock Ownership Plan 2. Check the appropriate box if a member of a group* (a) [X] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization: Pennsylvania Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: 0 ---------- 6. Shared Voting Power: 695,196 ---------- 7. Sole Dispositive Power: 0 ---------- 8. Shared Dispositive Power: 695,196 ---------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 695,196 --------- 10. Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares* [ ] 11. Percent of Class Represented by Amount in Row 9: 9.1% ----- 12. Type of Reporting Person*: EP * SEE INSTRUCTION Page 3 of 4 Pages Item 1(a) Name of Issuer: Thistle Group Holdings, Co. -------------- Item 1(b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 6060 Ridge Avenue Philadelphia, Pennsylvania 19128-1696 Item 2(a) Name of Person Filing: --------------------- Roxborough-Manayunk Bank Employee Stock Ownership Plan Item 2(b) Address of Principal Business Office: Same as Item 1(b) ------------------------------------- ----------------- Item 2(c) Citizenship: Pennsylvania ----------- Item 2(d) Title of Class of Securities: Common Stock ---------------------------- Item 2(e) CUSIP Number: 88431E 10 3 ------------ ----------- Item 3 Check whether the person filing is a: Item 3(f) X Employee Benefit Plan, in accordance with --- Rule 13d-1(b)(1)(ii)(F). Item 3(j) X Group, in accordance with Rule 13d-1(b)(1)(ii)(J). --- Item 3(a)(b)(c)(d)(e)(g)(h)(i) - not applicable. Item 4(a) Amount Beneficially Owned: 695,196 ------------------------- ------- Item 4(b) Percent of Class: 9.1% ---------------- ----- Item 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 ------- (ii) shared power to vote or to direct the vote 695,196 ------- (iii) sole power to dispose or to direct the disposition of 0 ------- (iv) shared power to dispose or to direct the disposition of 695,196 ------- Page 4 of 4 Pages Item 5 Ownership of Five Percent or Less of Class: ------------------------------------------ Not Applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person: --------------------------------------------------------------- Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the ---------------------------------------------------------------------- Security Being Reported on by the Parent Holding Company -------------------------------------------------------- Not Applicable Item 8 Identification and Classification of Members of the Group. --------------------------------------------------------- This Schedule 13G is being filed on behalf of the Employee Stock Ownership Plan ("ESOP") identified in Item 2(a) by the ESOP Committee and the ESOP Trustee both filing under the Item 3(f) and 3(j) classifications. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by these entities exclusive of those shares held by the ESOP as well as identification of members of these groups. Item 9 Notice of Dissolution of Group. ------------------------------ Not Applicable Item 10 Certification. ------------- By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, as a member of the ESOP Committee, I certify that the information set forth in this statement is true, complete and correct. /s/Add B. Anderson, Jr. 02/07/00 - ------------------------------------------------------- ------------------ Add B. Anderson, Jr., as ESOP Committee member Date /s/John F. McGill, Jr. 02/07/00 - ------------------------------------------------------- ------------------ John F. McGill, Jr., as ESOP Committee member Date /s/Jerry A. Naessens 02/07/00 - ------------------------------------------------------- ------------------ Jerry A. Naessens, as ESOP Committee member Date SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, in my capacity as an ESOP Trustee, I certify that the information set forth in this statement is true, complete and correct. /s/Add B. Anderson, Jr. 02/07/00 - ------------------------------------------------------- ------------------ Add B. Anderson, Jr., as ESOP Trustee Date /s/John F. McGill, Jr. 02/07/00 - ------------------------------------------------------- ------------------ John F. McGill, Jr., as ESOP Trustee Date /s/Jerry A. Naessens 02/07/00 - ------------------------------------------------------- ------------------ Jerry A. Naessens, as ESOP Trustee Date Exhibit A - --------- Identification of Members of Group ---------------------------------- Shares of common stock of the issuer are held in trust for the benefit of participating employees by the ESOP Trustees. The ESOP Trustees share voting and dispositive power with the ESOP Committee. By the terms of the ESOP, the ESOP Trustees vote stock allocated to participant accounts as directed by participants. Stock held by the Trust, but not yet allocated is voted by the ESOP Trustees as directed by the ESOP Committee. Investment direction is exercised by the ESOP Trustees as directed by the ESOP Committee. The ESOP Committee and the ESOP Trustees share voting and dispositive power with respect to the unallocated stock held by the ESOP pursuant to their fiduciary responsibilities under Section 404 of the Employee Retirement Income Security Act of 1974, as amended. Members of the ESOP Committee/ ESOP Trustees and their beneficial ownership of shares of common stock of the issuer exclusive of membership on the ESOP Committee, responsibilities as ESOP Trustees, and of shares beneficially owned as a Participant in the ESOP are as follows: Beneficial Beneficial Ownership Name Ownership (1) as ESOP Participant - -------------------------------------------------------------------------------- Add B. Anderson, Jr. 118,914 0 John F. McGill, Jr. 180,942 7,212 Jerry A. Naessens 125,688 6,885 - ---------------- (1) Beneficial ownership as of February 4, 2000. Includes shares of common stock of issuer owned in conjunction with family members. The ESOP Committee and ESOP Trustee(s) disclaim ownership of these shares in conjunction with the exercise of their fiduciary duties as members of the ESOP Committee and ESOP Trustee. -----END PRIVACY-ENHANCED MESSAGE-----