SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss. 240a-12
FIDELITY BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
FINANCIAL EDGE FUND, LP
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee as provided by Exchange Act
Rule 0-11(a)(2) and identify for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
FIDELITY BANCORP, INC.
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 22, 2003
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PROXY STATEMENT OF THE PL CAPITAL GROUP
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IN OPPOSITION TO
THE MANAGEMENT OF FIDELITY BANCORP, INC.
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WHY YOU WERE SENT THIS PROXY STATEMENT
This proxy statement and the accompanying WHITE proxy card are being furnished
to holders of the common stock of Fidelity Bancorp, Inc. ("Fidelity Bancorp" or
the "Company") in connection with the solicitation of proxies by the PL Capital
Group. The PL Capital Group seeks to elect one candidate, Mr. John Wm. Palmer,
to Fidelity Bancorp's Board of Directors, in opposition to the directors
nominated for election by the Company.
The PL Capital Group beneficially owns an aggregate of 305,250 shares,
approximately 9.9%, of Fidelity Bancorp's outstanding common stock ("Common
Stock"). The PL Capital Group consists of PL Capital, LLC ("PL Capital"),
Financial Edge Fund, LP ("Financial Edge Fund"), Financial Edge/Strategic Fund,
LP ("Financial Edge Strategic"), Goodbody/PL Capital, LP ("Goodbody/PL LP"),
Goodbody/PL Capital, LLC ("Goodbody/PL LLC"), Archimedes Overseas Ltd., John Wm.
Palmer, Richard Lashley and Garrett Goodbody. This proxy statement sometimes
refers to the PL Capital Group as the "Group," "we," "us," "our" and variants of
those words.
The PL Capital Group is soliciting proxies to be used at the Annual Meeting of
Stockholders (the "Annual Meeting") of Fidelity Bancorp. The Annual Meeting is
scheduled to be held on Wednesday, January 22, 2003 at 10:00 a.m. (local time)
at the Company's headquarters at 5455 West Belmont Avenue, Chicago, Illinois.
This proxy statement is first being mailed to stockholders on or about December
___, 2002.
WHY WE ARE NOMINATING A CANDIDATE FOR THE BOARD OF DIRECTORS
We are seeking one board seat because we believe we are entitled to
representation on the board of directors given our status as the largest
stockholder in Fidelity Bancorp, excluding the Company's ESOP plan. It is also
our belief that the Company would benefit by having an outside, independent
shareholder on the Board who has not been nominated by the existing management
team and board.
Our investment firm specializes in targeted investments in the banking sector
and we have a track record of obtaining board representation in banks and
thrifts in which the PL Capital Group owns substantial amounts of stock.
Mr. Palmer, our nominee, has a strong background in the banking sector. Mr.
Palmer, who is a co-founder of PL Capital, is a former CPA with twenty years of
banking related experience. He currently serves as
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Chairman of the Board of Security Financial Bancorp, Inc. (Nasdaq symbol: SFBI),
a $200 million in assets thrift based in northwest Indiana. He is also a member
of the board of directors of Franklin Bancorp, Inc. a $600 million in assets
commercial bank in Southfield, MI (Nasdaq symbol: FBCP). The PL Capital Group
owns approximately 10% of the outstanding stock of both Security Financial and
Franklin Bancorp. Mr. Palmer resides and works in the Chicagoland area,
Fidelity's market area.
DESPITE FIDELITY'S RECENTLY STRONG RESULTS, WE HAVE CONCERNS OVER WHETHER THOSE
RESULTS ARE SUSTAINABLE IN THE LONG-TERM.
The Company operates through its primary operating subsidairy, Fidelity Federal
Savings Bank, which has five full service locations in Chicago and its immediate
suburbs. Fidelity converted from a mutual to a stock organization in 1993. Since
that time, Fidelity has steadily improved its earnings per share (EPS), book
value per share and return on equity (ROE). However, in our view, Fidelity's
recent progress in improving net income and ROE has come primarily from record
low interest rates, which are beyond the Company's control and may not be
sustainable.
For example, the Company's net interest margin increased to 3.32% for the fiscal
year ended September 30, 2002, compared to 2.41% for the year ended September
30, 2001. Due primarily to the increased net interest margin, net interest
income in fiscal 2002 increased by $6.6 million compared to fiscal 2001. The
$6.6 million increase in net interest income accounted for approximately 50% of
Fidelity's pre-tax income in fiscal 2002. If the increase in the net interest
margin had not occurred, Fidelity would have earned less in fiscal 2002 versus
fiscal 2001. Record low interest rates have also caused a large increase in
mortgage lending activity and sales of investment securities at a gain, at
Fidelity and other mortgage lenders. In fact, gain on sale of loans and
securities was $1.8 million pretax in fiscal 2002, up from $977 thousand in
fiscal 2001.
Our nominee's goal is to assist the Company's board and management in creating a
set of products and services, and a balance sheet composition, that is less
dependent upon the term and structure of open market interest rates. However, we
are aware that such a transition is not easily accomplished or risk free and may
not be accomplished even if our candidate is elected to the board.
GIVEN THE DIFFICULTY OF RESHAPING FIDELITY, WE ALSO BELIEVE FIDELITY SHOULD
IMPLEMENT ADDITIONAL SHAREHOLDER VALUE MAXIMIZING ACTIONS.
We believe Fidelity should strongly consider implementing the following
strategic actions:
(1) STOCK BUYBACKS: The Company should buy back stock in the open market
whenever such purchases are accretive to earnings per share, regardless of
whether the repurchase price is above or below book value per share. Stock
repurchases have been minimal in the past two years.
(2) MERGERS AND ACQUISITIONS: Fidelity's board should strongly consider whether
an acquisition of Fidelity by another bank or thrift would produce superior
shareholder value compared to remaining independent. The Chicagoland banking
market in which Fidelity operates is considered to be one of the least
consolidated banking markets in the country. As stated in a recent article
(November 5, 2002) in the banking industry newspaper, the American Banker,
entitled "Two Deals Ignite the Rumor Mill in Chicago--Smaller Area Banks Seen
Teaming Up With Midsize Players," "With two deals announced in the last two
business days, Chicago area bankers are predicting that acquisition activity in
what is widely viewed as the nation's most fragmented banking market is about to
heat up." We agree with that assessment and believe participating in
consolidation (i.e., mergers) is a proper strategy to create superior
shareholder value for most small banks/thrifts such as Fidelity.
If elected, our candidate will encourage the board and management of Fidelity to
examine and pursue these two strategic initiatives, although there can be no
assurances that our candidate, as one member of the board of directors, will be
successful in convincing the other members of the board and management that such
strategies should be pursued, or that such strategies, if pursued, will be
successful.
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OUR NOMINEE FOR DIRECTOR
Fidelity Bancorp's Board currently consists of six directors. Two seats on the
Board of Directors are open for election at the Annual Meeting.
At the Annual Meeting, the PL Capital Group will seek to elect Mr. John Wm.
Palmer to fill one of the two open director seats, in opposition to the
Company's nominees. The election of Mr. Palmer requires the affirmative vote of
a plurality of the votes cast. If elected, Mr. Palmer would be entitled to serve
a three-year term.
Mr. Palmer has significant experience in the banking industry. We believe he
would be a strong addition to Fidelity Bancorp's Board of Directors.
MR. JOHN WM. PALMER
John Wm. Palmer, age 42, is the co-founder and co-owner of PL Capital, an
investment management entity which serves as the General Partner of Financial
Edge Fund and Financial Edge Strategic. He is also a founder and managing member
of Goodbody/PL LLC, the general partner of Goodbody/PL LP. Each of those
entities is engaged in the management of investments in the banking industry.
Mr. Palmer is currently the Chairman of the Board of Security Financial Bancorp,
Inc., a $200 million in assets thrift in northwest Indiana. At Security
Financial Mr. Palmer also serves as chairman of the Audit, Compensation, and
Nominating committees of the Board. Mr. Palmer is a member of the board of
directors of Franklin Bancorp, Inc,. a $600 million in assets commercial bank in
Southfield, Michigan, where he serves on the Loan, Audit, and Special Committees
of the Board. Additionally, Mr. Palmer serves on the board of Clever Ideas, Inc.
a privately held finance company based in Chicago.
Prior to co-founding PL Capital in 1995, Mr. Palmer was a Managing Director in
KPMG Peat Marwick's Corporate Finance Group, where he specialized in bank
mergers and acquisitions. Prior to joining the Corporate Finance Group, Mr.
Palmer was a CPA in KPMG's bank auditing practice, where he specialized in the
audits of banks and thrifts based in the Midwest. Mr. Palmer joined KPMG in
1983.
He has a B.S. in Business Administration from Walsh College in Michigan. Mr.
Palmer lives with his wife and three children in Naperville, Illinois. He also
is actively involved in community activities. He serves on the Board of
Directors of the Tony Award winning Victory Gardens Theater in Chicago, where he
also serves as Treasurer.
Mr. Palmer is the beneficial owner of 305,250 shares of Fidelity Bancorp Common
Stock (inclusive of the 100 shares he owns directly), as a member of the PL
Capital Group.
Mr. Palmer has consented to being named in this proxy and to serve, if elected,
however, if he is unable to serve as a director, the persons named as proxy on
the attached WHITE card will vote for the election of another nominee as may be
proposed by the PL Capital Group.
Before voting, we urge you to review the qualifications of Mr. Palmer and
consider the shareholdings of the PL Capital Group, in order to decide for
yourself whether Mr. Palmer is best suited to represent your, and other
stockholders', interests.
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THE PL CAPITAL GROUP
The PL Capital Group consists of PL Capital, Financial Edge Fund, Financial Edge
Strategic, Goodbody/PL LP, Goodbody/PL LLC, Archimedes Overseas Ltd.
("Archimedes Overseas"), John Wm. Palmer, Richard Lashley and Garrett Goodbody.
Formed in late 1995 by John Wm. Palmer and Richard Lashley, PL Capital (and its
affiliates, which collectively are the PL Capital Group) specializes in targeted
investments in banks and thrifts. Goodbody/PL LLC was formed by Messrs. Palmer,
Lashley and Goodbody in late 2000. The Group's investment strategy is to invest
in underperforming banks and thrifts that can be acquired at a discount to the
underlying bank/thrift's franchise value (i.e., the value of the bank/thrift in
a sale/merger) and earnings power.
Members of the PL Capital Group believe they have significant prior experience
investing in banks and thrifts. The Group currently owns more than 5% of five
different banks and thrifts, including Fidelity Bancorp. At least one member of
the Group currently serves on the boards of directors of each of these five
companies, other than Fidelity Bancorp.
Besides Fidelity Bancorp, since 1996 the PL Capital Group has owned (or still
owns) more than 5% of outstanding stock of the following banks/thrifts:
(1) Haven Bancorp, Westbury, NY (former symbol: HAVN): Haven was a $3
billion in assets thrift. Messrs. Goodbody and Lashley served on the
Board of Haven, which was sold to NY Community Bancorp (symbol:
NYCB) in late 2000.
(2) Cameron Financial, Cameron, MO (former symbol: CMRN): Cameron, a
$300 million in assets thrift, announced a sale to Dickinson
Financial in October 2000.
(3) SuburbFed Financial, Flossmoor, IL (former symbol: SFSB): SuburbFed,
a $450 million in assets thrift, was sold to CFS Bancorp (symbol:
CITZ) in early 1998.
(4) MidConn Bank, Kensington, CT (former symbol: MIDC): MidConn, a $350
million in assets thrift, was sold to Eagle Financial (now part of
Webster Financial, symbol: WBST) in 1997.
(5) Wells Financial, Wells MN (symbol: WEFC): Wells Financial, is a $225
million in assets thrift based in southern Minnesota. In May 2002,
the PL Capital Group reduced its holdings in WEFC below 5%.
(6) Equitable Bank, Wheaton, MD (symbol: EQSB): Equitable, a $500
million in assets thrift, placed Group member Mr. Goodbody on its
board of directors in late 2001. In September 2002, Equitable
announced it had agreed to be sold to BB&T, a large regional bank.
(7) Central Bancorp, Somerville, MA (symbol: CEBK): Central is a $500
million in assets thrift. In October 2002, Group members Mr.
Goodbody and Mr. Richard Fates were elected to Central's baord of
directors following a proxy contest in opposition to Central's
management.
(8) Security Financial Bancorp, Inc., St. John, IN (symbol: SFBI): As
mentioned above, Mr. Palmer is the Chairman of the Board of Security
Financial. PL Capital Group member Mr. Lashley is also a director.
Messrs. Palmer and Lashley were added to the board of Security
Financial in 2000.
(9) Franklin Bancorp, Inc., Southfield, MI (symbol: FBCP): As mentioned
above, Messrs. Palmer is on the board of Franklin, along with Mr.
Lashley.
The Group also owns positions in other banks/thrifts, none of which exceeds 5%
ownership of the underlying bank/thrift.
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WHO CAN VOTE AT THE ANNUAL MEETING
The record date for determining stockholders entitled to notice of and to vote
at the Annual Meeting (the "Record Date") is December 3, 2002. Stockholders of
the Company as of the Record Date are entitled to one vote at the Annual Meeting
for each share of Common Stock of the Company, $.01 par value per share, held on
the Record Date. The definitive proxy statement filed by the Company stated that
there were _________________ shares of Common Stock issued and outstanding on
the Record Date.
HOW TO VOTE BY PROXY
To elect the PL Capital Group's nominee to the Board, promptly complete, sign,
date and mail the enclosed WHITE proxy card in the enclosed postage-paid
envelope. Whether you plan to attend the Annual Meeting or not, we urge you to
complete and return the enclosed WHITE proxy card.
Properly executed proxies will be voted in accordance with the directions
indicated thereon. If you sign the WHITE proxy card but do not make any specific
choices, your proxy, Mr. Richard Lashley (a member of the PL Capital Group) or
his designee, will vote your shares as follows:
o "FOR" the election of our nominee, Mr. Palmer, to the Board of
Directors, and "FOR" the election of one person who has been
nominated by the Company to serve as director, other than Mr.
_________________.
You should refer to the Company's proxy statement and form of proxy distributed
by the Company for the names, backgrounds, qualifications and other information
concerning the Company's nominees. The PL Capital Group is NOT seeking authority
to vote for and will NOT exercise any authority for Mr. ___________ , one of the
Company's two nominees. There is no assurance that the Company's nominee will
serve if elected with the PL Capital Group's nominee.
If any other matters are presented at the Annual Meeting, your proxy will vote
in accordance with the best judgment of the PL Capital Group. At the time this
Proxy Statement was mailed, we knew of no matters which were to be acted on at
the Annual Meeting, other than those discussed in this Proxy Statement.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the record date, only that entity can vote your
shares and only upon its receipt of your specific instructions. Accordingly,
please contact the person responsible for your account at such entity and
instruct that person to execute and return the WHITE proxy card on your behalf.
You should also sign, date and mail the voting instruction form your broker or
banker sends you when you receive it. Please do this for each account you
maintain to ensure that all of your shares are voted.
VOTING AND PROXY PROCEDURES.
The Board of Directors of Fidelity Bancorp is divided into three classes of
directors having staggered terms of three years. Stockholders of Fidelity
Bancorp are not permitted to cumulate their votes for the election of directors.
If elected, Mr. Palmer would serve for a three-year term expiring in January
2006.
Since the PL Capital Group is only proposing one nominee for the Board of
Directors, even if the PL Capital Group nominee is elected, the Company's
nominee with the highest number of shares voted in his favor will also be
elected. If Mr. Palmer is elected, he would represent a minority interest on the
Company's Board of Directors (one of six seats).
The presence of a majority of all of the shares of Common Stock entitled to vote
at the Annual Meeting, present in person or by proxy, will constitute a quorum.
Abstentions are counted for purposes of determining a quorum. Proxies relating
to "street name" shares that are voted by brokers on some but not all of the
matters before stockholders at the Annual Meeting will be treated as shares
present for purposes of
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determining the presence of a quorum on all matters, but will not be entitled to
vote at the Annual Meeting on those matters as to which authority to vote is not
given to the broker ("broker non-votes"). Accordingly, broker non-votes will not
affect the outcome of the election.
Election of Mr. Palmer requires the affirmative vote of a plurality of the votes
present in person or represented by proxy at the Annual Meeting.
THE PL CAPITAL GROUP URGES YOU TO VOTE FOR THE ELECTION OF MR. PALMER AS
DIRECTOR OF FIDELITY BANCORP BY SIGNING, DATING, AND RETURNING THE ENCLOSED
WHITE PROXY CARD AS SOON AS POSSIBLE. PROXIES SOLICITED BY THIS PROXY STATEMENT
MAY BE EXERCISED ONLY AT THE ANNUAL MEETING (AND ANY ADJOURNMENT OR POSTPONEMENT
THEREOF) IN ACCORDANCE WITH YOUR INSTRUCTIONS AND WILL NOT BE USED FOR ANY OTHER
MEETING.
Any proxy may be revoked by you at any time prior to the time a vote is taken by
delivering to the Secretary of Fidelity Bancorp a notice of revocation bearing a
later date, by delivering a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person (but attendance at the Annual
Meeting will not by itself constitute revocation of a prior-delivered proxy).
Only holders of record as of the close of business on the Record Date will be
entitled to vote at the Annual Meeting. If you were a stockholder of record on
the Record Date, you will retain your voting rights for the Annual Meeting even
if you sell your shares after the Record Date. Accordingly, it is important that
you vote the shares held by you on the Record Date, or grant a proxy to vote
such shares, even if you sell such shares after the Record Date.
If you own any shares of the Common Stock which are held in the name of a
brokerage firm, bank, bank nominee or other institution on the Record Date, only
it can vote such shares and only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and instruct
that person to execute and return on your behalf the WHITE proxy card. You
should also sign, date and mail the proxy form your broker or bank sends you
when you receive it. Please do this for each account you maintain to ensure that
all of your shares are voted.
If you wish to support Mr. Palmer, please sign, date and return only the WHITE
proxy card. If you later vote on management's proxy card (even if it is to
withhold authority to vote for management's nominees) you will revoke your
previous vote for Mr. Palmer.
ALTHOUGH YOU MAY VOTE MORE THAN ONCE, ONLY ONE PROXY WILL BE COUNTED AT THE
ANNUAL MEETING, AND THAT WILL BE YOUR LATEST-DATED, VALIDLY EXECUTED PROXY.
If you have already sent a proxy to management of the Company, you can revoke
that proxy by signing, dating and mailing the WHITE proxy card or by voting in
person at the Annual Meeting.
IF YOU HAVE SIGNED THE WHITE PROXY CARD AND NO MARKING IS MADE, YOU WILL BE
DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE FIDELITY BANCORP COMMON STOCK
REPRESENTED BY THE WHITE PROXY CARD FOR THE ELECTION OF MR. PALMER.
SOLICITATION OF PROXIES; EXPENSES
The entire expense of preparing and mailing this Proxy Statement and any other
soliciting material and the total expenditures relating to the solicitation of
proxies (including, without limitation, costs, if any, related to advertising,
printing, fees of attorneys, financial advisors, solicitors, accountants, public
relations, transportation and litigation) will be borne by the PL Capital Group.
In addition to the use of the mails, proxies may be solicited by the PL Capital
Group, other Participants (as defined below) and/or their
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employees by telephone, telegram, and personal solicitation, for which no
additional compensation will be paid to those persons engaged in such
solicitation. Banks, brokerage houses, and other custodians, nominees, and
fiduciaries will be requested to forward solicitation material to the beneficial
owners of the Common Stock that such institutions hold, and the PL Capital Group
will reimburse such institutions for their reasonable out-of-pocket expenses.
The PL Capital Group has retained D.F. King & Co., a proxy solicitation firm, to
assist in the solicitation of proxies at a fee estimated not to exceed $20,000
plus reimbursement of reasonable out-of-pocket expenses. That firm will utilize
approximately 15 persons in its solicitation efforts.
The PL Capital Group estimates that its total expenditures relating to the
solicitation of proxies will be approximately $75,000 (including, without
limitation, costs, if any, related to advertising, printing, fees of attorneys,
financial advisors, solicitors, accountants, public relations, transportation,
and litigation). Total cash expenditures to date relating to this solicitation
have been approximately $15,000.
The PL Capital Group intends to seek reimbursement from the Company for its
actual expenses in connection with this solicitation. If elected, the PL Capital
Group and its nominee will submit the matter to a vote of the Company's Board of
Directors. The Company's Board of Directors may vote to submit the matter to a
vote of the Company's stockholders. If elected to the Company's Board of
Directors, Mr. Palmer intends to vote in favor of reimbursing the PL Capital
Group and if necessary, submitting the matter to a vote of the Company's
stockholders. If the matter is submitted to a vote of the Company's
stockholders, the PL Capital Group will vote its shares in favor of such
reimbursement.
CERTAIN INFORMATION REGARDING THE PARTICIPANTS
PL Capital is a Delaware limited liability company. The principal business of PL
Capital is serving as general partner of Financial Edge Fund, a Delaware limited
partnership, and Financial Edge Strategic, a Delaware limited partnership. Both
limited partnerships invest primarily in equity securities issued by publicly
traded companies, with emphasis on investments in banks and thrifts. The
managing members of PL Capital are Richard Lashley and John Wm. Palmer.
Goodbody/PL LLC is a Delaware limited liability company. The principal business
of Goodbody/PL LLC is serving as general partner of Goodbody/PL LP, a Delaware
limited partnership and managing Archimedes Overseas. Goodbody/PL LP invests
primarily in equity securities issued by publicly traded companies, with
emphasis on investments in banks and thrifts. The managing members of
Goodbody/PL LLC are Garrett Goodbody, Richard Lashley and John Wm. Palmer. PL
Capital, Goodbody/PL LLC, Financial Edge Fund, Financial Edge Strategic,
Goodbody/PL LP, Archimedes Overseas, Mr. Lashley, Mr. Palmer, and Mr. Goodbody
each are a participant in the solicitation conducted with this Proxy Statement.
Each of them is referred to in this Proxy Statement as a "Participant" and
collectively they are the "Participants."
Exhibit A lists certain information regarding ownership of the Common Stock by
the Participants and transactions in the Common Stock made by the Participants
during the last two years. The PL Capital Group beneficially owns approximately
9.9% of the outstanding shares of Fidelity Bancorp's Common Stock, and currently
intends to maintain that approximate level of ownership. The PL Capital Group
may, however, change or alter its investment strategy at any time to increase or
decrease its holdings in Fidelity Bancorp.
Except as set forth herein, no Participant is now, or within the past year has
been, a party to any contract, arrangement or understanding with any person with
respect to any securities of the Company (including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies). PL Capital, as General Partner of Financial Edge and
Financial Edge/Strategic is entitled to: (1) a management fee based upon a
percentage of partners' capital and (2) an allocation of profits and income.
Goodbody/PL LLC, as General Partner of Goodbody/PL LP, and as manager of certain
investments of Archimedes Overseas, is
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entitled to: (1) a management fee based upon a percentage of partners' capital
and (2) an allocation of profits and income.
There are no material proceedings to which any Participant or any associate of
any Participant is a party adverse to the Company or any of its subsidiaries or
has a material interest adverse to the Company or any of its subsidiaries.
Except as described herein, no Participant and no associate of any Participant
has any interest in the matters to be voted upon at the Annual Meeting, other
than an interest, if any, as a stockholder of the Company.
Except as described herein or in Exhibit A, neither any Participant nor any
associate of any Participant (1) has engaged in or has a direct or indirect
interest in any transaction or series of transactions since the beginning of the
Company's last fiscal year, or in any currently proposed transaction, to which
the Company or any of its subsidiaries is a party where the amount involved was
in excess of $60,000; (2) has been indebted to the Company or any of its
subsidiaries; (3) has borrowed any funds for the purpose of acquiring or holding
any securities of the Company, or is presently, or has been within the past
year, a party to any contract, arrangement or understanding with any person with
respect to either any securities of the Company, any future employment by the
Company or its affiliates, or any future transaction to which the Company or any
of its affiliates will or may be a party; or (4) is the beneficial or record
owner of any securities of the Company or any parent or subsidiary thereof.
No member of the PL Capital Group has paid any compensation to Mr. Palmer in
connection with his becoming a nominee of the PL Capital Group for election to
the Board of the Company at the Annual Meeting. The PL Capital Group has agreed
to reimburse Mr. Palmer for any expenses or liabilities he personally incurs in
connection with the Annual Meeting but has no other arrangements or
understandings with him other than as set forth herein. Mr. Palmer agreed to
become a nominee of the PL Capital Group in order to further the goals of the PL
Capital Group, as set forth in this Proxy Statement.
OTHER MATTERS
The Company's proxy statement, which will be furnished to all stockholders of
the Company, will contain information regarding (1) securities ownership of 5%
or more beneficial ownership and management; (2) the committees of the Company's
Board of Directors; (3) the meetings of the Company's Board of Directors and all
committees thereof; (4) the background of the nominees of the Company's Board of
Directors; (5) the compensation and remuneration paid and payable to the
Company's directors and management; (6) stock price performance; and (7) the
submission of stockholder proposals at the Company's next annual meeting of
stockholders. The PL Capital Group has no knowledge of the accuracy of the
Company's disclosures in its proxy materials.
YOUR VOTE IS IMPORTANT.
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN WE ARE SEEKING YOUR SUPPORT. PLEASE
VOTE FOR MR. PALMER BY SIGNING, DATING, AND MAILING IN THE ENCLOSED POSTAGE-PAID
ENVELOPE THE ENCLOSED WHITE PROXY CARD AS SOON AS POSSIBLE. ONLY YOUR LATEST
DATED PROXY COUNTS. EVEN IF YOU HAVE ALREADY RETURNED A PROXY TO THE COMPANY'S
BOARD OF DIRECTORS, YOU HAVE EVERY LEGAL RIGHT TO REVOKE IT BY SIGNING, DATING,
AND MAILING THE ENCLOSED WHITE PROXY CARD OR BY VOTING IN PERSON AT THE ANNUAL
MEETING.
PLEASE CALL IF YOU HAVE QUESTIONS:
If you have any questions or require any assistance, please contact D.F. King &
Co., proxy solicitors for the PL Capital Group, at the following address and
telephone number:
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D.F. King &Co
77 Water Street
New York, NY 10038
800-207-3156
212-809-8839 (fax)
Please also feel free to contact the PL Capital Group:
Mr. Richard Lashley, Principal
Mr. John Wm. Palmer, Principal
c/o PL Capital, LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL 60540
(630) 848-1340
(630) 848-1342 (fax)
IT IS IMPORTANT THAT YOU SIGN AND DATE YOUR WHITE PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO
POSTAGE IS NECESSARY.
Sincerely,
/s/ Richard Lashley /s/ John Wm. Palmer
Richard Lashley John Wm. Palmer
The PL Capital Group The PL Capital Group
__________________, 2002
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Exhibit A
Additional Information Regarding Members of the PL Capital Group
The following table sets forth information regarding holdings of Common Stock by
members of the PL Capital Group (who together constitute a "group" as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934):
- ------------------------------------- -------------------------- ------------------- -------------------
Participant & Address Shares Participant Holds Percent of Class Shares Held By
or May Be Deemed to Hold Non-Participant
Beneficially Associates
- ------------------------------------- -------------------------- ------------------- -------------------
Richard Lashley 305,250 9.9% 0
c/o PL Capital, LLC
20 East Jefferson Avenue, Suite 22
Naperville, IL 60540
- ------------------------------------- -------------------------- ------------------- -------------------
John Wm. Palmer 305,250 9.9% 0
c/o PL Capital, LLC
20 East Jefferson Avenue, Suite 22
Naperville, IL 60540
- ------------------------------------- -------------------------- ------------------- -------------------
PL Capital, LLC 305,250 9.9% 0
20 East Jefferson Avenue, Suite 22
Naperville, IL 60540
- ------------------------------------- -------------------------- ------------------- -------------------
Financial Edge Fund, LP 305,250 9.9% 0
c/o PL Capital, LLC
20 East Jefferson Avenue, Suite 22
Naperville, IL 60540
- ------------------------------------- -------------------------- ------------------- -------------------
Financial Edge/Strategic Fund, LP 305,250 9.9% 0
c/o PL Capital, LLC
20 East Jefferson Avenue, Suite 22
Naperville, IL 60540
- ------------------------------------- -------------------------- ------------------- -------------------
Garrett Goodbody 305,250 9.9% 0
55 Mudge Pond Road
Sharon, CT 06069
- ------------------------------------- -------------------------- ------------------- -------------------
Goodbody/PL Capital, LLC 305,250 9.9% 0
c/o PL Capital, LLC
20 East Jefferson Avenue, Suite 22
Naperville, IL 60540
- ------------------------------------- -------------------------- ------------------- -------------------
Goodbody/PL Capital, LP 305,250 9.9% 0
c/o PL Capital, LLC
20 East Jefferson Avenue, Suite 22
Naperville, IL 60540
- ------------------------------------- -------------------------- ------------------- -------------------
No member of the PL Capital Group owns any shares of the Common Stock of record
but not beneficially.
10
Transactions In Stock of the Fidelity Bancorp
The following transactions are the only transactions during the past two years
with regard to the Common Stock. All transactions are purchases unless otherwise
identified.
- ------------------------------------------- --------------------
Financial Edge Fund, L.P. Number of Shares
Date Purchased (Sold)
- ------------------------------------------- --------------------
8/8/00 7,500
- ------------------------------------------- --------------------
8/31/00 6,450
- ------------------------------------------- --------------------
9/13/00 3,900
- ------------------------------------------- --------------------
9/19/00 1,950
- ------------------------------------------- --------------------
9/25/00 7,500
- ------------------------------------------- --------------------
10/02/00 5,850
- ------------------------------------------- --------------------
10/05/00 2,250
- ------------------------------------------- --------------------
10/09/00 1,500
- ------------------------------------------- --------------------
10/17/00 1,800
- ------------------------------------------- --------------------
11/03/00 3,000
- ------------------------------------------- --------------------
12/22/00 7,500
- ------------------------------------------- --------------------
7/24/01 3,600
- ------------------------------------------- --------------------
7/27/01 7,050
- ------------------------------------------- --------------------
9/19/01 4,500
- ------------------------------------------- --------------------
10/05/01 3,750
- ------------------------------------------- --------------------
10/23/01 159,450
- ------------------------------------------- --------------------
10/23/01 (30,000)
- ------------------------------------------- --------------------
5/9/02 4,500
- ------------------------------------------- --------------------
- ------------------------------------------- --------------------
Financial Edge Strategic Fund, L.P. Number of Shares
Date Purchased (Sold)
- ------------------------------------------- --------------------
7/19/01 4,500
- ------------------------------------------- --------------------
10/23/01 30,000
- ------------------------------------------- --------------------
12/31/01 450
- ------------------------------------------- --------------------
1/15/02 10,950
- ------------------------------------------- --------------------
5/13/02 29,300
- ------------------------------------------- --------------------
- ------------------------------------------- --------------------
Goodbody PL Capital, L.P. Number of Shares
Date Purchased (Sold)
- ------------------------------------------- --------------------
4/23/01 15,000
- ------------------------------------------- --------------------
10/23/01 3,000
- ------------------------------------------- --------------------
- ------------------------------------------- --------------------
Archimedes Overseas LTD Number of Shares
Date Purchased (Sold)
- ------------------------------------------- --------------------
5/23/01 6,750
- ------------------------------------------- --------------------
5/13/02 3,000
- ------------------------------------------- --------------------
11
- ------------------------------------------- --------------------
Richard J. Lashley Number of Shares
Date Purchased (Sold)
- ------------------------------------------- --------------------
10/23/01 150
- ------------------------------------------- --------------------
- ------------------------------- ----------------------------
John Wm. Palmer Number of Shares Purchased
Date (Sold)
- ------------------------------- ----------------------------
10/23/02 100
- ------------------------------- ----------------------------
The total number of shares held by the Group is 305,250, approximately 9.9% of
the Company's total shares outstanding.
The amount of funds expended by Financial Edge Fund to acquire the 202,050
shares of Common Stock it holds in its name is $3,124,745. Such funds were
provided in part from Financial Edge Fund's available capital and, from time to
time, in part by margin account loans from subsidiaries of The Bear Stearns
Companies, Inc. ("Bear Stearns"), extended in the ordinary course of business.
The amount of funds expended by Financial Edge Strategic to acquire the 75,200
shares of Common Stock it holds in its name is $1,380,369. Such funds were
provided in part from Financial Edge Strategic's available capital and, from
time to time, in part by margin account loans from Bear Stearns extended in the
ordinary course of business.
The amount of funds expended by Goodbody/PL LP to acquire the 18,000 shares of
Common Stock it holds in its name is $264,750. Such funds were provided in part
from Goodbody/PL LP's available capital and, from time to time, in part by
margin account loans from subsidiaries of Bear Stearns, extended in the ordinary
course of business.
The amount of funds expended by Archimedes to acquire the 9,750 shares of Common
Stock it holds in its name is $157,370. Such funds were provided in part from
Archimedes' available capital and, from time to time, in part by margin account
loans from subsidiaries of Bear Stearns, extended in the ordinary course of
business.
The amount of funds expended by Mr. Lashley to acquire the 150 shares of Common
Stock he holds in his name is $2,561. Such funds were provided from Mr.
Lashley's personal funds.
The amount of funds expended by Mr. Palmer to acquire the 100 shares of Common
Stock he holds in his name is $2,210. Such funds were provided from Mr. Palmer's
personal funds.
All purchases of Common Stock made by members of the Group using funds borrowed
from Bear Stearns, if any, were made in margin transactions on those firms'
usual terms and conditions. All or part of the shares of Common Stock owned by
members of the Group may from time to time be pledged with one or more banking
institutions or brokerage firms as collateral for loans made by such entities to
members of the Group. Such loans generally bear interest at a rate based upon
the broker's call rate from time to time in effect. Such indebtedness, if any,
may be refinanced with other banks or broker-dealers.
As of the date of this filing, none of the above entities have margin loans
outstanding against the Common Stock.
None of Messrs. Lashley, Goodbody and Palmer is required to file reports under
Section 16 of the Securities Exchange Act of 1934, as amended, with respect to
the Common Stock.
12
PROXY
THIS PROXY IS SOLICITED BY THE PL CAPITAL GROUP IN OPPOSITION TO THE BOARD
OF DIRECTORS OF FIDELITY BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Richard Lashley, with full power of
substitution, as proxy for the undersigned, to vote all shares of common stock,
par value $1.00 per share, of Fidelity Bancorp, Inc., which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held on September
30, 2002 at 11:00 a.m. (local time) or any adjournments thereof (the "Annual
Meeting"), as follows:
1. ELECTION OF DIRECTORS -- To elect JOHN WM. PALMER:
[ ] FOR [ ] WITHHOLD
To withhold authority to vote for the election of any nominee(s), write the
name(s) of such nominee(s) in the following space. (You can withhold authority
for Mr. Palmer by writing his name in the following space below or by marking an
X next to the WITHHOLD box above):
The PL Capital Group intends to use this proxy to vote for one person who has
been nominated by the Company for election as a director, other than the Company
nominee noted below. You should refer to the Company's proxy statement and form
of proxy distributed by the Company for the names, backgrounds, qualifications
and other information concerning the Company's nominees. The PL Capital Group is
NOT seeking authority to vote for and will NOT exercise any authority for Mr.
_________________, one of the Company's two nominees. There is no assurance that
the Company's nominee will serve if elected with the PL Capital Group's nominee.
You may withhold authority to vote for an additional Company nominee, by writing
the name of the Company nominee in the following space below:
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This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the PL Capital Group's nominee as Director. This
proxy revokes all prior proxies given by the undersigned.
In his discretion, the person to whom this proxy is granted is authorized to
vote upon such other business that may properly come before the Annual Meeting,
as provided in the proxy statement provided herewith.
Dated:_______________________________________________________
Signature:___________________________________________________
Signature (if held jointly):_________________________________
Title:_______________________________________________________
Please sign exactly as your name(s) appear on the proxy cards previously sent to
you. When shares are held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee, or guardian, please give full title
as such. If a corporation, please sign in full corporation name by the President
or other duly authorized officer. If a partnership, please sign in partnership
name by authorized person. This proxy card votes all shares held in all
capacities.
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY
14