-----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, Dgv0SWLbExoaAKAf7KI3UNOSNKRcQctEQhOy6wYIxz/Mc4QWDKPgEYXbU/GakoiA pV88hkpIj54f5RwC1fNWLg== 0001056590-02-000048.txt : 20020530 0001056590-02-000048.hdr.sgml : 20020530 20020530155630 ACCESSION NUMBER: 0001056590-02-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020530 GROUP MEMBERS: BARINGTON COMPANIES EQUITY PARTNERS, L.P. GROUP MEMBERS: JEWELOCR MANAGEMENT, INC. GROUP MEMBERS: MUSICMAKER.COM, INC. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54943 FILM NUMBER: 02666346 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: JEWELCOR MANAGEMENT INC CENTRAL INDEX KEY: 0001056590 IRS NUMBER: 232331228 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 BUSINESS PHONE: 5708226277 MAIL ADDRESS: STREET 1: 100 N WILKES BARRE BLVD CITY: WILKES BARRE STATE: PA ZIP: 18702 SC 13D/A 1 amend10.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 10) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d- 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Thistle Group Holdings, Co. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 88431E103 (CUSIP Number) Mr. Seymour Holtzman c/o Jewelcor Companies 100 N. Wilkes-Barre Blvd. Wilkes-Barre, Pennsylvania 18702 (570) 822-6277 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 30, 2002 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: ?. SCHEDULE 13D CUSIP No. 88431E103 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jewelcor Management, Inc. 23-2331228 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 1 (b) ? ______________________________________________________________________________ 3) SEC USE ONLY ________________________________________________________________________ 4) SOURCE OF FUNDS OO ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada ___________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 330,826 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 330,826 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 330,826 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? __________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.99% __________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO __________________________________________________________________________ SCHEDULE 13D CUSIP No. 88431E103 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barington Companies Equity Partners, L.P. 13-4088890 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 1 (b) ? ______________________________________________________________________________ 3) SEC USE ONLY ________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 36,850 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 36,850 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,850 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? __________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1.0% __________________________________________________________________________ 14) TYPE OF REPORTING PERSON PN _________________________________________________________________________ SCHEDULE 13D CUSIP No. 88431E103 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON musicmaker.com, Inc. 54-1811721 _____________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 1 (b) ? ______________________________________________________________________________ 3) SEC USE ONLY _________________________________________________________________________ 4) SOURCE OF FUNDS WC ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ? ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ___________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 25,200 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY none EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 25,200 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER none ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,200 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ? __________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1.0% __________________________________________________________________________ 14) TYPE OF REPORTING PERSON CO Introduction. This Amendment No. 10 amends and supplements The Schedule 13D, dated February 27, 2002, as amended to date (the "Schedule 13D"), filed with the Securities and Exchange Commission by Jewelcor Management, Inc. ("JMI"), Barington Companies Equity Partners, L.P. ("Barington") and musicmaker.com, Inc. ("musicmaker"), with respect to the common stock, $.10 par value (the "Common Stock"), of Thistle Group Holdings, Co., a Pennsylvania corporation (the "Company"). The principal executive offices of the Company are located at 6060 Ridge Avenue, Philadelphia, Pennsylvania 19128. Item 4 of the Schedule 13D, "Purpose of Transaction," is amended by adding the following: On May 30, 2002, Seymour Holtzman, Chairman of Jewelcor Management, Inc. ("JMI"), sent a letter to John McGill, Chairman of Thistle Group Holdings, Co. On May 30, 2002, Jewelcor Management, Inc. sent a press release regarding Thistle Group Holdings, Co. failure to respond. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is amended by adding the following: 18. Letter dated May 30, 2002 sent to John McGill regarding Thistle Group Holdings, Co. 19. Press Release dated May 30, 2002 regarding Thistle Group Holdings, Co. failure to respond to Jewelcor Management, Inc. SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct. Dated: May 30, 2002 JEWELCOR MANAGEMENT, INC. By Name: Seymour Holtzman Title: Chairman and Chief Executive Officer BARINGTON COMPANIES EQUITY PARTNERS, L.P. By: Barington Companies Investors, LLC, its general partner By Name: James A. Mitarotonda Title: President and Chief Executive Officer MUSICMAKER.COM, INC. By Name: James A. Mitarotonda Title: President and Chief Executive Officer EX-18 3 ltr53002.txt Exhibit 18 (Jewelcor Company letterhead) VIA FACSIMILE 215-483-0885 AND FEDERAL EXPRESS May 30, 2002 Mr. John F. McGill, Jr. Chairman and Chief Executive Officer Thistle Group Holdings, Co. 6060 Ridge Avenue Philadelphia, PA 19128 Dear McGill: On May 14, 2002, I sent a letter to you regarding the Company's Modified Dutch Auction Tender Offer, a copy of which is enclosed. It has been 16 days since the date of my letter, and I have not received a reply from you. Richard Huffsmith of my office spoke with your attorney, Sam Malizia, on Wednesday, May 29, 2002, and Mr. Malizia stated that he thought I had received a response from you, which is not the case. I would appreciate a reply to my letter. It is my sincere belief that the directors of the Company owe a fiduciary duty to the shareholders to explore other opportunities that will enable the shareholders to receive more money than proposed in the Company's Dutch Auction Tender Offer. My preference is to resolve this matter in an amicable way rather than have the Company waste money on unnecessary legal expenses. However, if I do not receive your immediate response, I will have no alternative but to commence legal action against you and the other directors of the Company, both individually and in their capacity as directors. Sincerely, Seymour Holtzman cc: Board of Directors SH/jmq VIA FACSIMILE AND FEDERAL EXPRESS May 14, 2002 Mr. John F. McGill, Jr. Chairman and Chief Executive Officer Thistle Group Holdings, Co. 6060 Ridge Avenue Philadelphia, PA 19128 Dear McGill: I was extremely disappointed in the press release issued on May 10, 2002 by Thistle Group Holdings, Co. (the "Company"). In my opinion, it was confusing, if not misleading. As you are well aware, Jewelcor Management, Inc. ("JMI") owns approximately 5.09% of the Company's common stock and cannot purchase an additional one million shares unless the Company immediately rescinds its poison pill. The Company's Modified Dutch Auction Tender Offer at a price range of $11.50-$12.50 per share was under the market at the time of the offer, and we believe that it is "significantly inadequate" for shareholders, particularly since the Company has a book value of $12.97 per share. Furthermore, I am gravely concerned that the net effect of the Company's offer would be to expend Company resources to give management effective control of the Company. During our telephone conversation on Thursday May 9, 2002, I asked you to respond in writing as soon as possible to the requests set forth in my letter dated May 8, 2002. To date, I have not received any acknowledgement by the Company that it is willing to agree to our requirements so we can move forward. We do not believe that the Board of Directors should stand in the way of efforts to maximize shareholder value. As outlined in my letter to the Company on May 8, 2002, JMI would like to purchase the same number of shares as the Company's Modified Dutch Auction Tender Offer at a price range of $13.50- $14.50 per share, subject to : 1) the Company removing the poison pill, 2) the Company's agreement and assistance with any required regulatory filings, 3) JMI reviewing internal documents, and 4) reasonable Board representation. It is our belief that the Board of Directors may be breaching their fiduciary duties to all shareholders by not allowing for a potentially higher tender offer. I sincerely hope that you and the Board of Directors will respond promptly to these requests and remove the obstacles for JMI to make a tender offer. As you very well know, if you do not remove the Company's poison pill, JMI cannot increase its ownership to more than 9.9%. However, in an effort to be fair to all shareholders, JMI will step aside, provided that the Company raises its offer price to $13.50-$14.50 per share, the same range that is proposed by JMI. At this price range, it is our opinion that the Company would be making an excellent purchase at slightly above book value, and all of the Company's shareholders would benefit. All shareholders would best be served if the Company stopped avoiding the issue and responded directly to JMI's proposal. A simple yes or no is in order. Please advise at your earliest convenience. Sincerely, Seymour Holtzman cc: Board of Directors SH/jmq EX-19 4 pr53002.txt Exhibit 19 FOR IMMEDIATE RELEASE For Information Contact: Seymour Holtzman President Jewelcor Management, Inc. (570) 822-6277, ext. 23 Holtzman Has Not Received Response to May 14, 2002 Letter Sent To Thistle Group Holdings, Co. WILKES-BARRE, PA - May 30, 2002 -- On May 14, 2002, Seymour Holtzman, President of Jewelcor Management, Inc. ("JMI"), sent a letter to John F. McGill, Jr., Chairman and CEO of Thistle Group Holdings, Co. (the "Company") (NASDAQ - THTL) stating that JMI would like to purchase the same number of shares as the Company's Modified Dutch Auction Tender Offer at a price range of $13.50- $14.50 per share, subject to: 1) the Company removing the poison pill, 2) the Company's agreement and assistance with any required regulatory filings, 3) JMI reviewing internal documents, and 4) reasonable Board representation. The Company had previously offered to purchase one million shares at a price range of $11.50-$12.50 in its Modified Dutch Auction Tender Offer. In his May 14, 2002 letter, Mr. Holtzman also said that JMI will step aside, provided that the Company raises its offer price to $13.50-$14.50 per share, the same range that is proposed by JMI. Mr. McGill has not responded to Mr. Holtzman's letter in the 16 days that have lapsed since the date of the letter. Mr. Holtzman sent a letter to Mr. McGill today requesting an immediate response. Mr. Holtzman stated, "The Company is denying the shareholders an opportunity to benefit from a potentially higher offer by Mr. McGill's failure to respond to the issues referenced in my letter. In my opinion, the directors owe a fiduciary duty to the shareholders to explore all opportunities that may result in a higher price being paid to the Company's shareholders. I urge them to respond to my letter and not to waste the Company's money." -----END PRIVACY-ENHANCED MESSAGE-----