December 27, 2000
Dear Stockholder:
You are cordially invited to attend the annual meeting of
stockholders of Fidelity Bancorp, Inc., the holding company for
Fidelity Federal Savings Bank, which will be held on January 24,
2001 at 10:00 a.m., local time, at our corporate offices, which
are located at 5455 West Belmont, Chicago, Illinois.
As described in the enclosed proxy statement, matters scheduled
to be presented for stockholder action at the annual meeting
include the election of two Class I directors and the
ratification of Crowe, Chizek and Company LLP as our independent
auditors for the fiscal year ending September 30, 2001. Our
officers will also present a report on our operations at the
meeting. Directors, executive officers and representatives of
our independent auditors will be present to respond to
appropriate questions.
The board of directors has determined that approval of the
matters to be considered at the meeting is in the best interest
of the company and its stockholders. For the reasons set forth
in the proxy statement, the board unanimously recommends a vote
"FOR" each matter to be considered.
We hope you will be able to attend the annual meeting in person.
Whether or not you expect to attend, we urge you to sign, date
and return the enclosed proxy card so that your shares will be
represented.
On behalf of the board of directors and all of our employees, I
wish to thank you for your interest and support. I look forward
to seeing you at the annual meeting.
Sincerely yours,
Raymond S. Stolarczyk
Chairman of the Board and Chief Executive Officer
5455 West Belmont Avenue, Chicago, Illinois 60641
(773) 736-4414
FIDELITY BANCORP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 24, 2001
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Fidelity Bancorp, Inc. will be held on January 24, 2001, at 10:00
a.m., local time, at our corporate offices, which are located
at 5455 West Belmont Avenue, Chicago, Illinois.
The annual meeting is for the purpose of considering and voting
upon the following matters:
1. The election of two Class I directors for terms of three
years each;
2. The ratification of Crowe, Chizek and Company LLP as our
independent auditors for the fiscal year ending September 30,
2001; and
3. Other matters as may properly come before the annual meeting
or any adjournments or postponements of the meeting.
The board of directors fixed December 1, 2000 as the record date
for the determination of stockholders entitled to notice of, and
to vote at, the annual meeting and at any adjournments or
postponements of the meeting. Only holders of record of our
common stock as of the close of business on that date will be
entitled to vote at the annual meeting or any adjournments or
postponements of the meeting. In the event there are not
sufficient votes for a quorum or to approve or ratify any of the
foregoing proposals at the time of the annual meeting, it may be
adjourned or postponed in order to permit further solicitation of
proxies.
By order of the board of directors
Judith K. Leaf
Corporate Secretary
Chicago, Illinois
December 27, 2000
FIDELITY BANCORP, INC.
______________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
January 24, 2001
_______________________
Solicitation and Voting of Proxy
This proxy statement is being furnished to stockholders in
connection with the solicitation by our board of directors of
proxies to be used at the annual meeting to be held on January
24, 2001 at our corporate offices located at 5455 West Belmont
Avenue, Chicago, Illinois at 10:00 a.m., local time, and
any adjournments or postponements of the meeting. The 2000
annual report to stockholders on Form 10-K, including the
consolidated financial statements for the fiscal year ended
September 30, 2000, accompanies this proxy statement, which is
first being mailed to stockholders on or about December 27,
2000.
It is important that holders of a majority of the outstanding
shares be represented by proxy or be present in person at the
annual meeting. Stockholders are requested to vote by completing
the enclosed proxy card and returning it, signed and dated, in
the enclosed postage-paid envelope. Stockholders are urged to
indicate their vote in the spaces provided on the proxy card.
All shares of common stock represented at the annual meeting by
properly executed proxies received prior to or at the annual
meeting, and not revoked, will be voted at the annual meeting in
accordance with the instructions indicated on the proxy. If no
instructions are indicated, properly executed proxies will be
voted for the nominees and for adoption of the proposal set forth
in this proxy statement.
The board of directors knows of no other matters that will be
presented for consideration at the annual meeting. Execution of
a proxy, however, confers on the designated proxy holders
discretionary authority to vote the shares in accordance with
their best judgment on such other business, if any, that may
properly come before the annual meeting or any adjournments or
postponements of the meeting.
A proxy may be revoked at any time prior to its exercise by the
filing of written notice of revocation with our corporate
secretary, by delivering to us a duly executed proxy bearing a
later date, or by attending the annual meeting and voting in
person.
We will bear any cost of solicitation of proxies on behalf of
management. Proxies may be solicited personally or by telephone
by our directors, officers and regular employees, without any
additional compensation. We will also request persons, firms and
corporations holding shares in their names, or in the name of
their nominees, which are beneficially owned by others, to send
proxy materials to and obtain proxies from the beneficial owners,
and will reimburse the holders for their reasonable
expenses.
Voting Securities
The securities which may be voted at the annual meeting consist
of shares of common stock, with each share entitling its owner to
one vote on all matters to be voted on at the annual meeting,
except as described below.
The board of directors has fixed the close of business on
December 1, 2000 as the record date for the determination of
stockholders of record entitled to notice of and to vote at the
annual meeting and any adjournments or postponements of the
meeting. There were 2,017,285 shares of common stock outstanding
on the record date.
As provided in our Certificate of Incorporation, holders of
common stock who beneficially own in excess of 10% of the
outstanding shares of common stock (referred to as the limit")
are not entitled to any vote in respect of the shares held in
excess of the limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as
persons acting in concert with, the person or entity. Our
Certificate of Incorporation authorizes the board of directors to
make all determinations necessary to implement and apply the
limit, including determining whether persons or entities are
acting in concert, and to demand that any person who is
reasonably believed to beneficially own common stock in excess of
the limit supply information us to enable the board to implement
and apply the limit.
The presence, in person or by proxy, of holders of at least a
majority of the total number of shares of common stock entitled
to vote (after subtracting any shares held in excess of the limit
pursuant to our Certificate of Incorporation) is necessary to
constitute a quorum at the annual meeting.
As to the election of directors, the proxy being provided by the
board of directors enables a stockholder to vote for the election
of the nominees proposed by the board, or to withhold authority
to vote for one or more of the nominees. Under Delaware law and
our Certificate of Incorporation and bylaws, directors are
elected by a plurality of votes cast, without regard to broker
non-votes or proxies as to which authority to vote for one or
both of the nominees is withheld.
Under our Certificate of Incorporation and bylaws, unless
otherwise required by law, all other matters voted on by
stockholders at the annual meeting shall be determined by a
majority of the votes cast, without regard to either broker
non-votes or proxies marked "ABSTAIN" as to that matter.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as to those
persons we believe to be beneficial owners of more than 5% of the
outstanding shares of common stock on December 1, 2000. The
information below is based upon reports regarding ownership
required to be filed with us and with the Securities and Exchange
Commission in accordance with Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, by the beneficial
owner.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
Fidelity Federal Savings 271,708 13.47%
Bank Employee Stock
Ownership Plan and Trust
5455 W. Belmont Avenue
Chicago, Illinois 60641
First Manhattan Co. 198,867 9.86%
437 Madison Avenue
New York, New York 10022
Raymond S. Stolarczyk 182,780 9.06%
Chairman of the Board and
Chief Executive Officer of
Fidelity Bancorp, Inc.
5455 W. Belmont Avenue
Chicago, Illinois 60641
Franklin Resources, Inc. 128,300 6.36%
777 Mariners Island Blvd.
San Mateo, CA 94403
Dimensional Investors 124,000 6.15%
1299 Ocean Avenue
Santa Monica, CA 90401
(1) The Human Resource Policy Committee of the board of
directors has been appointed to administer the ESOP. An unrelated
financial institution has been appointed as the corporate trustee
for the ESOP. The committee may instruct the trustee regarding
investment of funds contributed to the ESOP. The trustee must
vote all allocated shares held in the ESOP in accordance with the
instructions of the participating employees. As of the record
date, 272,074 shares of common stock in the ESOP had been
allocated to participating employees. Of these, 19,242 shares had
been disbursed to retiring participants. Under the ESOP,
unallocated shares will be voted by the trustee in a manner
calculated to most accurately reflect the instructions received
from participants regarding the allocated shares so long as such
vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
(2) Based upon the institutional holders summary at
www.nasdaq.com, a website maintained by The Nasdaq Stock Market,
Inc.
(3) Excludes 26,996 shares held by Bonnie J. Stolarczyk, spouse
of Raymond S. Stolarczyk. Ms. Stolarczyk, a director of Fidelity
Savings, resigned as a director of Fidelity Bancorp on March 1,
2000.
Election of Directors
Pursuant to our bylaws, the number of directors of Fidelity
Bancorp is set at six unless otherwise designated by the board of
directors. Each of the six members of the board of directors
also presently serves as a director of Fidelity Savings.
Directors are elected for staggered terms of three years each,
with a term of only one of the three classes of directors
expiring each year. Directors serve until their successors are
elected and qualified.
The two nominees proposed for election as Class I directors at
the annual meeting are Paul J. Bielat and Richard J. Kasten.
These nominations are not being proposed pursuant to any
agreement or understanding between us and any person.
In the event that any nominee is unable to serve or declines to
serve for any reason, the proxies will be voted for the election
of another person as may be designated by the present board of
directors.
The board of directors has no reason to believe that either of
the nominees will be unable or unwilling to serve. Unless
authority to vote for the nominees is withheld, the shares
represented by the enclosed proxy card, if executed and returned,
will be voted FOR the election of the nominees proposed by the
board of directors.
The board of directions recommends a vote for the nominees named
in this proxy statement.
Information with Respect to the Nominees, Continuing Directors
and Other Executive Officers
The following table and related biographical information
sets forth the names of the nominees,continuing directors and
executive officers, as well as their ages. It also contains a
brief description of their business experience for the past five
years, including present occupation and employment, the year
in which each became a director and the year in which their term
(or in the case of the nominees, their proposed term) as director
of Fidelity Bancorp expires. The table also sets forth the amount
of our common stock and the percent beneficially owned by each
nominee, director and executive officer and all directors and
executive officers as a group as of November 16, 2000. No
director is related to any other director or executive officer of
Fidelity Bancorp by blood, marriage or other family relationship.
Amount and Nature
Expiration of Term of Beneficial
Name as Director Ownership Percent of Class
Nominees
Class I
Paul J. Bielat 2004 31,229 1.55%
Director
Richard J. Kasten 2004 5,482 *
Director
Continuing Directors
Class II
Edward J. Burda 2002 4,982 *
Director
Patrick J. Flynn 2002 10,229 *
Director
Class III
Thomas E. Bentel 2003 81,829 4.06%
President and Chief
Operating Officer
Raymond S. Stolarczyk 2003 182,780 9.06%
Chairman of the Board
and Chief Executive
Officer
Other Executive Officers
Elizabeth A. Doolan 12,744 *
Vice President Finance
and Chief Financial Officer
All directors and executive 329,275 16.32%
officers as a group
(7 individuals)
*Does not exceed 1.0% of Fidelity Bancorp's voting securities.
(1) Each person effectively exercises sole (or shares with
spouse or other immediate family member)voting and disposition
power as to shares reported. Includes 4,982 presently exercisable
options for each of Messrs. Bielat, Flynn, Burda and Kasten,
under the Fidelity Bancorp, Inc. 1993 Stock Option Plan for
Outside Directors. Includes 90,684 and 53,072 presently
exercisable options granted to Messrs. Stolarczyk and Bentel,
respectively, under our 1993 Incentive Stock Option Plan. Also,
includes 18,375 and 18,488 shares awarded to Messrs. Stolarczyk
and Bentel, respectively, under the ESOP as of December 31,
1999.
(2) Mr. Kinney served as our Senior Vice President-Finance and
Chief Financial Office until he retired on April 29, 2000. As of
November 16, 2000, Mr. Kinney did not own any of our common
stock.
Section 16(a) of the Exchange Act requires that our executive
officers, directors and persons who own more than 10% of our
common stock file reports of ownership and changes in ownership
with the Securities and Exchange Commission. They are also
required to furnish us with copies of all Section 16(a) forms
they file. Based solely on our review of the copies of such
forms, and, if appropriate, representations made to us by any
reporting person concerning whether a Form 5 was required to be
filed for 2000, we are not aware that any of our directors,
executive officers or 10% stockholders failed to comply with the
filing requirements of Section 16(a) during the fiscal year ended
September 30, 2000.
Nominees I
Paul J. Bielat, age 61, has been a director of Fidelity Savings
since 1992 and of Fidelity Bancorp since 1993. He is a principal
in Compliance Assistance Partners, Inc., a firm engaged in the
business of advising banks and thrift institutions regarding
regulatory compliance. From 1982 to 1991 he held the position of
Senior Vice President and Treasurer of the Federal Home Loan Bank
of Chicago.
Richard J. Kasten, age 62, has been a director of Fidelity
Bancorp since 1998 and was elected director of Fidelity Bancorp
in 2000. He was a partner with Ernst & Young when he retired in
1989. Mr. Kasten was the president and owner of a fastener
manufacturing company from 1990 to 1996 following his retirement
from Ernst and Young. He is a member of the American Institute
of Certified Public Accountants and the Illinois Society of
Certified Public Accountants.
Continuing Directors
Class II
Patrick J. Flynn, age 58, has been a director of Fidelity Savings
and of Fidelity Bancorp since 1993. He is the Executive Vice
President Strategic Planning of McDonalds USA. Mr. Flynn is also
a director of Chipotle Mexican Grill and Donato's Pizza. He is a
director of Link Unlimited, a non-profit organization.
Edward J. Burda, age 62, has been a director of Fidelity Savings
since 1997 and was elected director of Fidelity Bancorp in 2000.
He is the president and owner of Stangard Steel Corporation, an
importer of high grade tool steel that is distributed nationally
and internationally.
Class III
Thomas E. Bentel, age 54, became Fidelity Savings Chief
Operating Officer in 1987, President in 1991 and has held those
same positions for Fidelity Bancorp since 1993. Mr. Bentel was
appointed a director of Fidelity Savings in 1988 and of Fidelity
Bancorp in 1997. Since 1988 he has served as President and
director of Fidelity Corporation, a wholly owned subsidiary of
Fidelity Savings. Previously, he was Executive Vice President of
Heritage Bancorporation of Chicago. Mr. Bentel is a director of
the Illinois League of Financial Institutions and a director and
Treasurer of the Chicagoland Association of Financial
Institutions.
Raymond S. Stolarczyk, age 62, joined Fidelity Savings in 1975 as
Vice President-Finance. Prior to 1975, he worked as a Financial
Specialist at Ernst & Young. He was promoted to President and
director of Fidelity Savings in 1981 and Chief Executive Officer
of Fidelity Savings in 1985. In 1991 the board of directors
appointed him Chairman of the Board for both Fidelity Savings and
Fidelity Corporation, a wholly owned subsidiary of Fidelity
Savings. In 1993 Mr. Stolarczyk assumed the position of Chairman
of the Board and Chief Executive Officer of Fidelity Bancorp.
Mr. Stolarczyk also holds the position of director of the Federal
Home Loan Bank of Chicago and is the Chairman of its Audit
Committee. He is the Chairman of the Illinois League of Financial
Institutions Trust, elected in 1999. Mr. Stolarczyk also
maintains memberships in the Illinois Society of Certified Public
Accountants and the American Institute of Certified Public
Accountants.
Other Named Executive Officers
Elizabeth A. Doolan, age 37, became the Vice President Finance
and Chief Financial Officer for Fidelity Bancorp and Fidelity
Savings in 2000. She joined Fidelity Savings as Accounting
Manager in 1993 and was promoted to Controller in 1997. Prior to
joining Fidelity Savings, Ms. Doolan was a Senior Audit Manager
in Financial Services at KPMG Peat Marwick, LLP, where she worked
for seven years. Ms. Doolan is a member of the American
Institute of Certified Public Accountants, the Illinois Society
of Certified Public Accountants and the Financial Managers
Society.
Meetings of the Board and Committees of the Board
The board of directors conducts its business through meetings of
the board and through activities of its committees. During
fiscal 2000, the board of directors held nine meetings. Each of
the directors attended at least 75% of the total number of the
board meetings held and committee meetings on which such director
served during fiscal 2000. The boards of directors of Fidelity
Bancorp and Fidelity Savings maintain a number of committees,
some of Fidelity Bancorp s committees are described below:
Audit Committee. The Audit Committee consists of Messrs. Bielat
(Chair), Flynn and Kasten. The committee recommends independent
auditors to the board, reviews the results of the auditors'
services and reviews with management the systems of internal
control and internal audit reports. The Audit Committee met
three times in fiscal 2000. The committee has adopted a written
charter, which is attached to this proxy statement as Exhibit A.
Human Resource Policy Committee. The Human Resource Policy
Committee consists of Messrs. Flynn (Chair), Bielat and Burda.
The purpose of the committee is to recommend the compensation,
pension, benefit and other human resource policies and programs
for key executive management personnel to the full board, and to
monitor compliance with Fidelity Savings policies and applicable
laws and regulations. This committee met three times in fiscal
2000.
Nominating Committee. The Nominating Committee for the 2000
annual meeting consisted of Messrs. Flynn, Burda and Bentel. The
committee considers and recommends the nominees for director to
stand for election at our annual meeting. Our Certificate of
Incorporation and bylaws also provide for stockholder nominations
of directors. Such nominations must be in writing and must
otherwise comply with the provisions of Section 6 of our bylaws.
See "Additional Information - Stockholder Proposals - Bylaw
Requirements. The Nominating Committee met once in fiscal 2000.
Directors' Compensation
We do not pay fees for service on the board of directors of
Fidelity Bancorp. However, for calendar year 2000, each outside
director of Fidelity Savings was paid a monthly retainer of $675
plus a fee of $675 for each board meeting attended. The
chairperson of each committee of the board of Fidelity Savings
received $325 for each committee meeting attended and committee
members received a fee of $275 for each meeting attended.
Directors who are officers or executives of Fidelity Savings
received no fees for meetings attended.
Executive Compensation
Human Resource Policy Committee Report of Executive Compensation
The incorporation by reference of this proxy statement into any
document filed by us with the Securities and Exchange Commission
shall not be deemed to include the following report or stock
performance graph and related information unless such report and
graph are specifically stated to be incorporated by reference
into such document.
Under rules established by the Securities and Exchange
Commission, we are required to provide certain data and
information with regard to the compensation and benefits provided
to our Chief Executive Officer and other executive officers. The
disclosure requirements for the Chief Executive Officer and other
executive officers include the use of tables and a report
explaining the rationale and considerations that led to
fundamental compensation decisions affecting those individuals.
In fulfillment of this requirement, the Human Resource Policy
Committee, at the direction of the board of directors, has
prepared the following report for inclusion in this proxy
statement.
Compensation Report. The Human Resource Policy Committee is
responsible for establishing the compensation levels and benefits
of executive officers of Fidelity Bancorp and Fidelity Savings.
The committee is comprised solely of independent directors. The
board has delegated to the committee the responsibility of
assuring that the compensation of the Chief Executive Officer and
other executive officers is consistent with our performance, the
compensation policy, competitive practices and the requirements
of appropriate regulatory agencies. Non-employee directors who
do not sit on the committee also participate in executive
compensation decision-making through the review and ratification
of the committee's recommendations.
Executive Compensation Policy. For the past fiscal year, the
committee established the following goals for consideration in
setting executive officer compensation:
To provide motivation for the executives to increase stockholder
value by linking a portion of their compensation to income and
other key metrics;
To provide financial rewards for those executives whose
performance had a significant impact on corporate profitability;
To reward individual performance and the performance of Federal
Savings; and
To provide competitive compensation in order to attract and
retain key personnel.
At the conclusion of fiscal 1999, two of the compensation issues
addressed by the committee with respect to the executive officers
were the decision to grant a cash bonus based upon financial
results and the determination of appropriate levels of executive
compensation for calendar 2000. To evaluate the accomplishments
achieved by the executives for fiscal year 1999, the committee
took into consideration several key financial goals as stated in
our 1999 Financial Plan. We achieved the established goals
relating to total net income and earnings per share. Deposit
growth and loans originated, two other factors considered by the
committee, also surpassed expectations. In addition, we achieved
these goalswhile maintaining safety and soundness standards. As
a result of these accomplishments and the fact that one of the
committee's objectives was to reward executive officers for their
positive impact on corporate profitability, the committee
approved the granting of a cash bonus for Raymond S. Stolarczyk,
Chairman of the Board/Chief Executive Officer, Thomas E. Bentel,
President/Chief Operating Officer and James R. Kinney, Senior
Vice President-Finance, in the amounts of $64,890, $42,150 and
$25,100, respectively. Mr. Kinney retired from Fidelity Bancorp
and Fidelity Savings on April 29, 2000.
During the calendar year 1999, the executive officers
compensation consisted of base salary and an executive cash bonus
plan. For purposes of determining appropriate levels of
compensation for our executive officers for the calendar year
2000, the committee retained an independent consultant to review
comprehensive compensation paid to top executives of other
thrifts and banks with total assets and performance results
comparable to ours. As a result of this study, the committee
determined not to change the composition of executive
compensation, but to link it more closely to our results. The
committee did this by maintaining the base salaries of the top
three executives at their 1999 levels and increasing the
percentage of the cash bonus that would be available to the
executives if our fiscal 2000 financial goals were achieved.
Chief Executive Officer. The committee maintained the Chief
Executive Officer s base salary at its 1999 level of $222,800 and
increased his potential cash incentive for 2000 to 35% of base
salary, up 5% from the 1999 level.
Other Executive Officers. The base salary of the President/Chief
Operating Officer and the SeniorVice President-Finance were also
maintained at the 1999 levels of $173,700 and $129,300,
respectively. The potential cash incentive for 2000 was set at
30% of base salary for the President/Chief Executive Officer and
25% for the Senior Vice President-Finance, each a 5% increase
over 1999 levels.
Human Resource Policy Committee:
Patrick J. Flynn (Chair)
Paul J. Bielat
Edward J. Burda
Stock Performance Graph
The following table shows a comparison of our cumulative
return since our initial public offering with the cumulative
total returns of both a broad market and a peer group index. The
broad market index chosen was the Nasdaq Market Index and the
peer group index chosen was the Media General Industry Group,
which is comprised of savings and loan holding companies. The
data was supplied by Media General Financial Services.
9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00
Fidelity Bancorp Inc. (FBCI) 100.00 117.51 136.11 215.99 182.71 147.73 136.37
Peer Group Index 100.00 128.54 154.39 261.98 231.16 222.32 211.33
Broad Market Index 100.00 121.41 141.75 192.67 200.23 323.92 364.95
Summary Compensation Table
The following table sets forth the compensation paid by us,
including any of our subsidiaries, for services during the past
three fiscal years, to the Chief Executive Officer and our two
other officers who received a total annual salary and bonus in
excess of $100,000 for the fiscal year ended September 30,2000.
Annual Compensation Awards Payouts
Securities
Restricted Underlying All Other
Other Annual Stock Options/ LTIP Compen-
Name and Principal Fiscal Compensation Awards SARs Payouts sation
Position Year Salary($)1 Bonus($) ($) ($) (#) ($) ($)2
Raymond S. Stolarczyk 2000 $222,800 $15,000 -- -- -- -- $307,781
Chairman of the 1999 220,950 64,890 -- -- -- -- 379,173
Board and Chief 1998 206,785 -- -- -- -- -- 323,528
Executive Officer
Thomas E. Bentel 2000 $173,700 $12,000 -- -- -- -- $309,674
President and Chief 1999 172,249 42,150 -- -- -- -- 381,913
Operating Officer 1998 161,556 -- -- -- -- -- 326,382
James R. Kinney (3) 2000 $ 86,283 $ -- -- -- -- -- $242,858
Senior Vice President 1999 128,219 25,100 -- -- -- -- 297,984
Finance and Chief 1998 119,893 -- -- -- -- -- 252,298
Financial Officer
(1)Variance between 1999 and 2000 salaries for Messrs. Stolarczyk
and Bentel due to payroll scheduling.
(2)Represents the fair market value of shares granted under the
ESOP on the respective allocation date. In addition, the amount
for Mr. Kinney includes $181,940, which was paid to him pursuant
to the Supplemental Executive Retirement Plan.
(3)Mr. Kinney retired from Fidelity Bancorp and Fidelity Savings
on April 29, 2000.
Employment Agreements
We have employment agreements with Messrs. Stolarczyk and Bentel.
The employment agreements are intended to ensure that we will be
able to maintain a stable and competent management team. The
employment agreements provide for three year terms. Commencing on
the expiration of the term and continuing each anniversary date
thereafter, the term of each agreement is automatically extended
for an additional year unless written notice of non-renewal is
given by the board of directors after conducting a performance
evaluation of the respective executive. In addition to specifying
base salary, which is subject to annual review by the board of
directors, the employment agreements provide for, among other
things, disability pay, participation in stock benefit plans and
other fringe benefits applicable to executive personnel. The
employment agreements provide for termination by us for cause at
any time. In the event we choose to terminate the executive's
employment for reasons other than for cause or disability, or in
the event of the executive's resignation upon: (i) failure to
re-elect the executive to his current office; (ii) a material
change in the executive's functions, duties or responsibilities,
or relocation of his principal place of employment or material
reduction in benefits or perquisites; (iii) the liquidation or
dissolution of Fidelity Bancorp or Fidelity Savings; or (iv) a
breach of the agreement by us, the executive or, in the event of
death, his beneficiary, is entitled to receive an amount equal to
the remaining payments, including base salary,bonuses and other
payments and health benefits due under the remaining term of the
respective agreement.
If termination of employment follows a change in control of
Fidelity Bancorp or Fidelity Savings, as defined in the
agreements, the executive or, in the event of death, his
beneficiary, would be entitled to a payment equal to the greater
of: (i) payments due for the remaining term of the agreement or
(ii) three times his average annual compensation over the three
years preceding his termination of employment. We would also
continue the executive's life, health and disability coverage for
the remaining unexpired term of the agreement to the extent
allowed by the plans or policies maintained by us from time to
time. In the event of a change in control, based upon the past
fiscal year's salary and bonus, Messrs. Stolarczyk and Bentel
would receive approximately $658,000 and $513,000 respectively,
in severance payments, in addition to other cash and noncash
benefits, under the agreements. We have guaranteed payments to
the executive under Fidelity Savings agreements in the event
that payments or benefits are not paid by Fidelity Savings.
Defined Benefit Plan
Fidelity Savings maintains a non-contributory defined benefit
plan. All employees credited with 1,000 or more hours of
employment during a twelve month period with Fidelity Savings and
have attained age 21 are eligible to participate in the
retirement plan.
At the normal retirement age of 65 years old, the retirement plan
is designed to provide a life annuity guaranteed for 10 years.
The retirement benefit provided is based on the highest
consecutive five-year average salary and years of benefit
service, as shown in the following table. Retirement plan
benefits are also payable upon termination due to late retirement
and death. Upon termination of employment, other than as
specified above, a participant who was employed by Fidelity
Savings for a minimum of five years is eligible to receive his or
her accrued benefit, reduced for early retirement, or a deferred
retirement benefit commencing on the participant's normal
retirement date. Benefits are payable in various annuity forms,
as well as in the form of a single lump sum payment. Fidelity
Savings made two contributions totaling $470,020 to the plan for
the fiscal year ended September 30, 2000. Under the applicable
accounting rules, Fidelity Savings accrued $120,950 with respect
to the retirement plan for the twelve month period ended
September 30, 2000.
The following table indicates the annual retirement benefit that
would be payable under the plan upon retirement at age 65 to a
participant electing to receive his of her retirement benefit in
the standard form, assuming various specified levels of plan
compensation and various specified years of credited service.
15 Years 20 Years 25 Years 30 Years 35 Years
Average Credited Credited Credited Credited Credited
Compensation Service Service Service Service Service
$25,000 $3,750 $5,000 $6,250 $7,000 $8,750
50,000 7,500 10,000 12,500 15,000 17,500
75,000 11,250 15,000 18,750 22,500 26,250
100,000 15,000 20,000 25,000 30,000 35,000
150,000 22,500 30,000 37,500 45,000 52,500
The following table sets forth the years of credit service (i.e.,
benefit service) as of the fiscal year ended September 30, 2000,
for each of the executive officers.
Credited Service
Years Months
Raymond S. Stolarczyk 24 0
Thomas E. Bentel 18 0
Supplemental Executive Retirement Plan
Fidelity Savings also maintains a Supplemental Executive
Retirement Plan, a nonqualified, unfunded retirement program
within the meaning of ERISA. The SERP is intended to provide
retirement benefits and preretirement death and disability
benefits to Raymond S. Stolarczyk and Thomas E. Bentel. Fidelity
Savings accrued $77,354 with respect to the SERP for the fiscal
year ended September 30, 2000.
At the normal retirement age of 65 years old, the SERP is
designed to provide a 20 year fixed annuity payable monthly.
This amount shall represent 55% of the average compensation of
the participant as of his normal retirement date, reduced by the
actuarial equivalent of the benefit actually payable to the
participant under the retirement plan.
A participant who separates from service prior to the normal
retirement date shall be entitled to a benefit equal to the
actuarial equivalent of the participant's accrued benefit,
determined at the time of separation. Accrued benefit means the
supplemental benefit of a participant, payable in the normal
form, multiplied by a fraction the numerator of which is the
number of completed years of participation on the date of
determination and the denominator of which is the number of his
or her expected completed years of participation projected to his
or her normal retirement date. A participant shall, at all
times, be 100% vested in his or her accrued benefit.
If a participant dies prior to the time benefits under the SERP
commence, the amount of his pre-retirement death benefit shall be
equal to the value of the supplemental benefit calculated as if
the participant had terminated his employment on his or her
normal retirement date. If a participant becomes disabled prior
to the normal retirement date, he or she shall be entitled to a
benefit equal to the actuarial equivalent of the participant's
accrued benefit, calculated as if such participant had terminated
employment on that date.
Incentive Stock Option Plan
We maintain the Incentive Stock Option Plan, which provides
discretionary awards to certain officers and key employees as
determined by the Human Resource Policy Committee, which
administers the option plan. No grants were made under the
option plan in the fiscal year ended September 30, 2000. The
following table provides certain information with respect to the
number of shares of common stock represented by outstanding stock
options held by the named executive officers as of September 30,
2000. Also reported are the values for "in-the-money" options,
which amounts represent the positive spread between the exercise
price of any such existing stock options and the fiscal year-end
price of common stock. During the fiscal year ended September
30, 2000, no options were exercised by Messrs. Stolarczyk or
Bentel.
Aggregate Option Exercises in Fiscal Year
and Fiscal Year-end Option Values
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Options at Fiscal In-The-Money Options
on Value Year End (#) (1) at Fiscal Year End (4)(2)
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
Raymond S. Stolarczyk 0 $16,486 90,486 0 $697,133 $0
Thomas E. Bentel 0 0 53,072 0 407,991 0
James R. Kinney (3) 0 0 0 0 0 0
(1) All options will expire ten years from the date of grant.
(2) Represents the per share market value of the common stock at
fiscal year end ($17.6875) minus the exercise price per share
($10.00).
(3) Mr. Kinney retired from Fidelity Bancorp and Fidelity Savings
on April 29, 2000.
Transactions With Certain Related Persons
The Financial Institutions Reform, Recovery and Enforcement Act
of 1989, requires that all loans or extensions of credit to
executive officers and directors be made on substantially the
same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the
general public, and must not involve more than the normal risk of
repayment or present other unfavorable features. In addition,
loans made to a director or executive officer in excess of the
greater of $25,000 or 5% of Fidelity Savings capital and surplus
(up to a maximum of $500,000) must be approved in advance by a
majority of the disinterested members of the board of directors.
Any loans made by Fidelity Savings to our directors and officers
are made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other
persons and do not involve more than the normal risk of
collectibility or present other unfavorable features. As of
September 30, 2000, Edward J. Burda, a director of Fidelity
Bancorp and Fidelity Savings, had a residential mortgage with
Fidelity Savings with a $112,111 balance. The terms of the
mortgage are comparable with terms of loans made to other
unrelated persons.
Audit Committee Report
The incorporation by reference of this proxy statement into any
document filed with the Securities and Exchange Commission by
Fidelity Bancorp shall not be deemed to include the following
report and related information unless such report is specifically
stated to be incorporated by reference into such document.
The Audit Committee assists the board in carrying out its
oversight responsibilities for our financial reporting process,
audit process and internal controls. The Audit Committee also
reviews the audited financials and recommends to the board that
they be included in our annual report on Form 10-K. The committee
is comprised solely of independent directors.
The Audit Committee has reviewed and discussed our audited
financial statements for the fiscal year ended September 30, 2000
with our management and Crowe, Chizek and Company LLP, our
independent auditors. The committee has also discussed with
Crowe Chizek the matters required to be discussed by SAS 61
(Codification for Statements on Auditing Standards) as well as
having received and discussed the written disclosures and the
letter from Crowe Chizek required by Independence Standards Board
Statement No. 1 (Independence Discussions with Audit Committees).
Based on the review and discussions with management and Crowe
Chizek, the committee has recommended to the board that the
audited financial statements be included in our annual report on
Form 10-K for the fiscal year ending September 30, 2000 for
filing with the Securities and Exchange Commission.
Audit Committee:
Paul J. Bielat (Chair)
Patrick J. Flynn
Richard J. Kasten
Ratification of Appointment of Independent Auditors
Our independent auditors for the fiscal year ended September 30,
2000 were Crowe, Chizek and Company LLP. Our board of directors
has reappointed Crowe Chizek to continue as independent auditors
for us for the fiscal year ending September 30, 2001. The
stockholders have the opportunity to ratify the appointment of
Crowe Chizek through voting for the appointment on the enclosed
proxy. If the appointment is not ratified by our stockholders,
the board of directors will take this under advisement and may
reevaluate the appointment.
In 1999, we replaced KPMG LLP with Crowe Chizek as our
independent auditors for the fiscal year ending September 30,
2000. The decision to engage new auditors was recommended by our
Audit Committee and approved by the board of directors based upon
the periodic review of our accounting and tax service providers.
The reports of KPMG on our consolidated financial statements for
the years ended September 30, 1999 and September 30, 1998 did not
contain an adverse opinion or a disclaimer of opinion, and the
reports were not qualified or modified as to uncertainty, audit
scope or accounting principles. In connection with the audits of
our financial statements for each of the fiscal years ended
September 30, 1999 and September 30, 1998, there were no
disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure which, if not resolved to the satisfaction of KPMG
would cause KPMG to make reference to the matter in their report.
During the fiscal years ended September 30, 1999 and September
30, 1998, we did not consult Crowe Chizek regarding any matter
that was either the subject of disagreement or a reportable
event, nor did we consult Crowe Chizek regarding the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on our financial statements and no written report or
oral advice was provided which was an important factor considered
in reaching a decision as to any accounting, auditing or
financial reporting issue.
Representatives from Crowe Chizek will be present at the annual
meeting, will be given an opportunity to make a statement if they
desire to do so and will be available to respond to appropriate
questions from stockholders present at the annual meeting.
The Board of Directors Recommends a Vote For The Ratification of
The Appointment of The Independent Auditors
Additional Information
Other Matters Which May Properly Come before the Annual Meeting
The board of directors knows of no business that will be
presented for consideration at the annual meeting other than as
stated in this proxy statement and the attached notice. If,
however, other matters are properly brought before the annual
meeting, it is the intention of the proxy holders to vote the
shares represented by the proxies on such matters in accordance
with their best judgment.
Stockholder Proposals
To be considered for inclusion in the proxy statement and proxy
relating to the annual meeting to be held in 2002, stockholder
proposals must be received by our corporate secretary at the
address set forth on the first page of this proxy statement, not
later than August 28, 2001. Any such proposal will be subject to
the provisions of our bylaws and the Securities Exchange Act's
rules and regulations.
Bylaw Requirements. Section 6 of our bylaws provides an advance
notice procedure for a stockholder to properly nominate directors
or bring other business before an annual meeting. The stockholder
must give advance written notice to our corporate secretary not
less than 90 days before the date originally fixed for such
meeting; provided, however, that in the event that less than 100
days notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on
the tenth day following the date on which our notice to
stockholders of the annual meeting date was mailed or such public
disclosure was made. The advance notice by a stockholder must
include the stockholder's name and address, as it appears on our
record of stockholders, a brief description of the proposed
business, the reason for conducting such business at the annual
meeting, the class and number of shares of our capital stock that
are beneficially owned by such stockholder and any material
interest of such stockholder in the proposed business. In the
case of nominations to the board, certain additional information
regarding the nominee must also be provided, as set forth in
Section 6 of the bylaws. Additionally, we are not required to
include in our proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the
requirements for inclusion established under applicable state
laws and the rules and regulations of the Securities and Exchange
Commission in effect at the time such proposal is received.
By order of the board of directors
Judith K. Leaf
Corporate Secretary
Chicago, Illinois
December 27, 2000
You Are Cordially Invited To Attend The Annual Meeting In Person.
Whether Or Not You Plan To Attend The Annual Meeting, You Are
Requested To Sign And Promptly Return The Accompanying Proxy In
The Enclosed Postage-Paid Envelope