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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
Commission file number 1-12753
Fidelity Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3915246
(State of Incorporation) (I.R.S. Employer
Identification No.)
5455 W. Belmont, Chicago, Illinois, 60641
(Address of principal executive offices)
(773) 736-4414
(Registrant's telephone number, including area
code)
Indicate by check mark whether the registrant (1) has filed all
the reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during
the preceding 12 months (or for such shorter period that the
registrant was
required to file such report), and (2) has been subject to such
filing
requirements for the past 90 days. YES X NO _____
There were 3,081,490 shares of common stock, par value $.01,
outstanding as of
August 9, 2002.
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FIDELITY BANCORP, INC.
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION
PAGE(S)
Item 1. Financial Statements
Consolidated Statements of Financial Condition
as of June 30, 2002 (unaudited) and September 30, 2001
1
Consolidated Statements of Earnings for the three and
nine
months ended June 30, 2002 and 2001 (unaudited)
2
Consolidated Statements of Changes in Stockholders'
Equity
for the nine months ended June 30, 2002 and 2001
(unaudited) 3-4
Consolidated Statements of Cash Flows for the nine
months
ended June 30, 2002 and 2001 (unaudited)
5-6
Notes to Consolidated Financial Statements (unaudited)
7-8
Item 2. Management's Discussion and Analysis of Financial
Condition
and Results of Operations
9-18
Item 3. Quantitative and Qualitative Disclosure about Market
Risks 19-20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
21
tem 2. Changes in Securities
21
Item 3. Defaults upon Senior Securities
21
Item 4. Submission of Matters to a Vote of Security Holders
21
Item 5. Other Information
21
Item 6. Exhibits and Reports on Form 8-K
21-22
SIGNATURE PAGE
23
1
FIDELITY BANCORP and SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited)
June
30, September 30,
ASSETS
2002 2001
Cash and due from banks $
6,707 7,107
Interest-earning deposits
3,021 1,397
Federal funds sold
100 100
- ------- --------
Cash and cash equivalents
9,828 8,604
FHLB of Chicago stock, at cost
31,665 18,055
Mortgage-backed securities available for sale
179,264 127,685
Securities available for sale
35,856 42,006
Loans held for sale
83 41,219
Loans receivable, net of allowance for loan losses of $1,678
at June 30, 2002 and $1,236 at September 30, 2001
427,857 422,980
Accrued interest receivable
3,581 3,650
Premises and equipment
3,634 3,850
Other assets
1,211 657
- ------- -------
$
692,979 668,706
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits
435,739 399,619
Borrowed funds
157,220 187,345
Advance payments by borrowers for taxes and insurance
4,292 7,193
Due to broker
35,374 14,918
Other liabilities
6,896 10,247
- ------- -------
Total liabilities
639,521 619,322
STOCKHOLDERS' EQUITY
Preferred stock
- - -
Common stock
57 38
Additional paid-in capital
38,450 38,636
Retained earnings, substantially restricted
46,185 40,926
Treasury stock, at cost
(30,932) (31,540)
Common stock acquired by Bank Recognition and Retention Plans
(159) (178)
Accumulated other comprehensive income (loss)
(143) 1,502
- ------- -------
TOTAL STOCKHOLDERS' EQUITY
53,458 49,384
- ------- -------
$
692,979 668,706
======= =======
See accompanying notes to unaudited consolidated financial
statements.
2
FIDELITY BANCORP and SUBSIDIARY
Consolidated Statements of Earnings (unaudited)
(Dollars in thousands, except for earnings per share)
Three Months ended
Nine Months ended
June 30,
June 30,
2002 2001
2002 2001
--------------------
-----------------
(unaudited)
Interest Income:
Loans receivable $ 7,665 9,532
23,729 29,825
Securities 995 1,385
2,999 4,544
Mortgage-backed securities 2,524 251
6,669 357
Other interest income 8 17
26 48
------ ------
------ ------
11,192 11,185
33,423 34,774
Interest Expense:
Deposits 3,283 4,760
10,642 14,737
Borrowed funds 2,091 2,808
6,736 9,467
------ ------
------ ------
5,374 7,568
17,378 24,204
Net interest income before provision
for loan losses 5,818 3,617
16,045 10,570
Provision for loan losses 200 70
450 180
------ ------
------ ------
Net interest income after provision
for loan losses 5,618 3,547
15,595 10,390
Non-Interest Income:
Fees and commissions 195 118
495 351
Insurance and annuity commissions 208 222
638 625
Gain on sale of securities 239 77
534 202
Gain on sale of loans 10 14
676 14
Other 11 13
31 149
------ ------
------ ------
663 444
2,374 1,341
Non-Interest Expense:
General and administrative expenses:
Salaries and employee benefits 1,569 1,299
4,844 4,103
Office occupancy and equipment 527 392
1,403 1,145
Data processing 109 98
371 375
Advertising and promotions 135 123
449 327
Other 456 345
1,312 1,100
------ ------
------ ------
2,796 2,257
8,379 7,050
------ ------
------ ------
Income before income taxes 3,485 1,734
9,590 4,681
Income tax expense 1,262 647
3,544 1,682
------ ------
------ ------
Net income $ 2,223 1,087
6,046 2,999
====== ======
====== ======
Earnings per share - basic (1) $ 0.72 0.36
1.97 0.99
Earnings per share - diluted (1) $ 0.69 0.34
1.89 0.95
====== ======
====== ======
Comprehensive income $ 5,342 855
4,401 4,081
====== ======
====== ======
(1) Adjusted for the February 28, 2002 3-for-2 stock split which
was effected
in the form of a stock dividend.
See accompanying notes to unaudited consolidated financial
statements.
3
FIDELITY BANCORP and SUBSIDIARY
Consolidated Statements of Changes in Stockholders' Equity
(unaudited)
Dollars in thousands (except for earnings per share)
Nine months ended June 30, 2002 and 2001
Accumulated
Common Common Other
Additional
Stock Stock Comprehensive
Common Paid-In Retained Treasury
Acquired Acquired Income
Stock Capital Earnings Stock by
ESOP by BRRP's (Loss) Total
--- ------ ------- -------
- ------ ------ ---- -------
Balance at
September 30, 2000 $38 38,780 37,022 (31,391)
(189) (191) (1,266) $42,803
Net income - - 2,999 -
- - - 2,999
Change in accumulated other
comprehensive loss
1,082 1,082
--- ------ ------- -------
- ------ ------ ---- -------
Total comprehensive income
4,081
Purchase of treasury stock
(43,200 shares) - - - (562)
- - - (562)
Cash dividends ($0.24 per
share) - - (726) -
- - - (726)
Amortization of award of
BRRP's stock - - - -
- 10 - 10
Cost of ESOP shares released - - - -
189 - - 189
Exercise of stock options
and reissuance of treasury
shares (28,275 shares) - (143) - 317
- - - 174
Tax benefit related to
stock options exercised - 54 - -
- - - 54
Market adjustment for
committed ESOP shares - 38 - -
- - - 38
--- ------ ------- ------
- ------ ----- ---- ------
Balance at June 30, 2001 $38 38,729 39,295 (31,636)
- (181) (184) $46,061
=== ====== ======= ======
====== ===== ==== =======
(continued)
4
FIDELITY BANCORP and SUBSIDIARY
Consolidated Statements of Changes in Stockholders' Equity
(unaudited) (continued)
Dollars in thousands (except for earnings per share)
Nine months ended June 30, 2002 and 2001
Accumulated
Common Other
Common Stock Additional
Stock Comprehensive
Par Paid-In Retained
Treasury Acquired Income
Shares Value Capital Earnings
Stock by BRRP's (Loss) Total
--- ------ ------- -------
- ------ ------ ---- -------
Balance at
September 30, 2001 3,782,350 $ 38 38,636 40,926
(31,540) (178) 1,502 $ 49,384
Net income - - - 6,046
- - - 6,046
Change in accumulated
other comprehensive
income - - - -
- - (1,645) (1,645)
--------- ------ ------- ------
- ------ ----- ------ -------
Total comprehensive income
4,401
Cash dividends ($0.26 per
share) - - - (787)
- - - (787)
Amortization of award of
BRRP's stock - - - -
- 19 - 19
Exercise of stock options
and reissuance of treasury
shares (34,000 shares) - - (266) -
608 - - 342
Tax benefit related to
stock options exercised - - 101 -
- - - 101
3-for-2 stock split
effected in the form
of a 50% stock dividend
and payment of cash for
fractional shares 1,891,175 19 (21) -
- - - (2)
--------- ------ ------- ------
- ------ ----- ------ -------
Balance at
June 30, 2002 5,673,525 $ 57 38,450 46,185
(30,932) (159) (143) $ 53,458
========= ====== ======= ======
======= ====== ======= =======
See accompanying notes to unaudited consolidated financial
statements.
5
FIDELITY BANCORP and SUBSIDIARY
Consolidated Statements of Cash Flows (unaudited)
(Dollars in thousands)
Nine months ended June 30,
2002 2001
- ------ ------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $
6,046 2,999
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation
461 286
Provision for loan losses
450 180
Net amortization and accretion of premiums and discounts
281 (74)
Amortization of cost of stock benefit plans
19 10
ESOP
- -- 227
Deferred loan fees, net of amortization
106 250
Stock dividend from FHLB of Chicago
(910) (585)
Loans originated for sale
(4,349) --
Proceeds from loans originated for sale
4,422 --
Gain on ales of securities, mortgage-backed
securities and loans
(1,209) (216)
Gain on sale of real estate owned
(11) 5
Amortization of deposit base intangible
2 9
Decrease in accrued interest receivable
69 465
Decrease (increase) in other assets
(149) 679
Increase (decrease) in other liabilities
(2,205) 1,959
- ------ ------
Net cash provided by operating activities
3,023 6,194
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of mortgage-backed securities
(191,603) (30,322)
Purchase of securities
(53,941) (38,647)
Purchase of FHLB of Chicago stock
(107,100) (229)
Proceeds from maturities of securities
20,000 20,000
Proceeds from sale of securities and mortgage-backed
securities
176,548 26,568
Proceeds from sale of real estate owned
110 280
Proceeds from redemption of FHLB of Chicago stock
94,400 --
Loans originated for investments
(131,624) (93,752)
Proceeds from sale of loans
37,829 1,280
Purchase of premises and equipment
(245) (301)
Principal repayments collected on loans receivable
129,598 112,242
Principal repayments collected on mortgage-backed
securities
21,582 1,185
- ------ ------
Net cash used in investing activities
(4,446) (1,696)
(continued)
6
FIDELITY BANCORP and SUBSIDIARY
Consolidated Statements of Cash Flows (unaudited)
(Dollars in thousands)
Nine months ended June 30,
2002 2001
- ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits
36,120 7,720
Net decrease in borrowed funds
(30,125) (14,890)
Net increase (decrease) in advance payments
by borrowers for taxes and insurance
(2,901) 3,410
Purchase of treasury stock
- -- (562)
Payment of common stock dividends
(787) (726)
Payment of fractional shares for 3-for-2 stock split
(2) --
Proceeds from exercise of stock options
342 228
- ------ ------
Net cash provided by (used in) financing activities
2,647 (4,820)
- ------ ------
Net change in cash and cash equivalents
1,224 (322)
Cash and cash equivalents at beginning of period
8,604 6,195
- ------ ------
Cash and cash equivalents at end of period $
9,828 5,873
====== ======
CASH PAID DURING THE PERIOD FOR:
Interest $
17,660 24,266
Income taxes
5,055 1,464
NON-CASH INVESTING ACTIVITIES -
Loans transferred to real estate in foreclosure
546 277
Due from broker
20,456 --
====== ======
See accompanying notes to unaudited consolidated financial
statements.
7
FIDELITY BANCORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have
been prepared
in accordance with accounting principles generally accepted in
the United
States of America ("GAAP") and conform to general practices
within the banking
industry for interim financial information and with the
instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of
the information and notes required by GAAP for complete financial
statements.
In the opinion of management, all adjustments (consisting of only
normal
recurring accruals) necessary for a fair presentation have been
included.
The results of operations and other data for the three and nine
months ended
June 30, 2002 are not necessarily indicative of results that may
be expected
for the entire fiscal year ended September 30, 2002.
The unaudited consolidated financial statements include the
accounts of
Fidelity Bancorp, Inc. (the "Company") and its wholly-owned
subsidiary,
Fidelity Federal Savings Bank and subsidiaries (the "Bank"). All
intercompany
accounts and transactions have been eliminated in consolidation.
(2) COMMON STOCK
On January 22, 2002, the Company's Board of Directors approved a
3-for-2 stock
split to be effected in the form of a stock dividend to common
stockholders of
record as of February 6, 2002 with a payment date of February 28,
2002.
Earnings and dividends per share for all periods have been
restated to reflect
the 3-for-2 stock split.
(3) EARNINGS PER SHARE
Basic earnings per share for the three months ended June 30, 2002
and 2001 were
computed by dividing net income by the weighted average number of
shares of
common stock outstanding for the periods, which were 3,081,490
and 3,021,982
respectively. Basic earnings per share for the nine months ended
June 30, 2002
and 2001 were computed by dividing net income by 3,065,065 and
3,021,951, the
weighted average number of shares of common stock outstanding.
Diluted earnings per share for the three months ended June 30,
2002 and 2001
were computed by dividing net income by the weighted average
number of shares
of common stock and potential common stock outstanding for the
periods that
were 3,225,576 and 3,160,629, respectively. Diluted earnings per
share for the
nine months ended June 30, 2002 and 2001 were computed by
dividing net income
by 3,205,627 and 3,160,598, the weighted average number of shares
of common
stock and potential common stock outstanding. Diluted earnings
per share
include the dilutive effects of additional potential issuable
shares under
stock options.
8
(4) COMPREHENSIVE INCOME
The Company's comprehensive income includes net income and other
comprehensive
income (loss) comprised entirely of unrealized gains or losses on
securities
available for sale, net of tax effects, which are also recognized
as separate
components of equity.
(5) COMMITMENTS AND CONTINGENCIES
At June 30, 2002 the Bank had outstanding commitments to
originate new loans of
$10.4 million, of which $689,000 were fixed rate, with rates
ranging from 6.50%
to 7.25%, and $9.7 million were adjustable rate commitments.
Additionally, the
Bank has four construction and development loan commitments
currently totaling
$12.1 million with floating rates based on prime plus a margin.
Net draws on
these construction and development loan commitments totaled $9.5
million
through June 30, 2002.
(6) RECLASSIFICATIONS
Certain reclassifications have been made in prior years financial
statements to
conform to the current year's presentation.
(7) NEW ACCOUNTING PRONOUNCEMENTS
New accounting guidance was issued that will, beginning in 2002,
revise the
accounting for goodwill and intangible assets. Intangible assets
with
indefinite lives and goodwill will no longer be amortized, but
periodically will be reviewed for impairment and will be written
down if impaired.
Additional disclosures about intangible assets and goodwill may
be required.
The Company does not expect this new guidance to have any effect
on its
financial statements.
Beginning October 1, 2002, a new accounting pronouncement
addressing the
financial accounting and reporting for obligations associated
with the
retirement of tangible long-lived assets and the associated asset
retirement
costs will become effective. The Company does not expect this
new accounting
pronouncement to have any effect on its financial statements.
Another new accounting pronouncement becomes effective October 1,
2002 which
addresses financial accounting and reporting for the impairment
of long-lived
assets and long-lived assets to be disposed of. The Company does
not expect
this new accounting pronouncement to have any effect on its
financial
statements.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS
GENERAL
Fidelity Bancorp, Inc. (the "Company"), is a savings and loan
holding company
incorporated under the laws of the State of Delaware and is
primarily engaged
in the retail banking business through its wholly-owned
subsidiary, Fidelity
Federal Savings Bank (the "Bank).
The Company's results of operations are dependent on net interest
income, which
is the difference between interest earned on its loan and
investment
portfolios, and its cost of funds, consisting of interest paid on
deposits and
borrowed money. The Company also generates non-interest income
such as
transactional fees, loan servicing fees, and fees and commissions
from the
sales of insurance products and securities through its
subsidiary. Operating
expenses primarily consist of employee compensation, occupancy
expenses, data
processing, advertising and promotions and other general and
administrative
expenses. The results of operations are also significantly
affected by general
economic and competitive conditions, particularly changes in
market interest
rates, government policies and actions of regulatory authorities.
The Company reported earnings for the third fiscal quarter ended
June 30, 2002
of $2.2 million, compared with $1.1 million for the same quarter
a year ago.
Earnings per diluted share for the quarter ended June 30, 2002
were $0.69 per
share, up $0.35 per share, from $0.34 per share for the same
period in 2001.
For the first nine months of the fiscal year, earnings per
diluted share were
$1.89, up $0.94 per share from $0.95 per share for the nine-month
period in
2001. Net income for the first nine months of 2002 was $6.0
million, compared
with $3.0 million in 2001. Earnings per share and net income for
the quarter
were up from the previous year's results primarily due to an
improved net
interest margin and increased non-interest income.
The Company also announced that its board of directors declared a
quarterly
dividend of $0.09 per share, payable August 15, 2002 to
shareholders of record
as of July 31, 2002.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF
1995
This document (including information incorporated by reference)
contains, and
future oral and written statements of the Company and its
management may
contain, forward-looking statements, within the meaning of such
term in the
Private Securities Litigation Reform Act of 1995, with respect to
the financial
condition, results of operations, plans, objectives, future
performance and
business of the Company. Forward-looking statements, which may
be based upon
beliefs, expectations and assumptions of the Company's management
and on
information currently available to management, are generally
identifiable by
the use of words such as "believe," "expect," "anticipate,"
"plan," "intend,"
"estimate," "may," "will," "would," "could," "should" or other
similar
expressions. Additionally, all statements in this document,
including
forward-looking statements, speak only as of the date they are
made, and the
Company undertakes no obligation to update any statement in light
of new
information or future events.
10
The Company's ability to predict results or the actual effect of
future plans
or strategies is inherently uncertain. Factors which could have
a material
adverse effect on the operations and future prospects of the
Company and its
subsidiary include, but are not limited to, the following:
- - The strength of the United States economy in general and the
strength of the
local economies in which the Company conducts its operations
which may be less
favorable than expected and may result in, among other things, a
deterioration
in the credit quality and value of the Company's assets.
- - The economic impact of the terrorist attacks that occurred on
September
11th, as well as any future threats and attacks, and the response
of the United
States to any such threats and attacks.
- - The effects of, and changes in, federal, state and local laws,
regulations
and policies affecting banking, securities, insurance and
monetary and
financial matters.
- - The effects of changes in interest rates (including the
effects of changes
in the rate of prepayments of the Company's assets) and the
policies of the
Board of Governors of the Federal Reserve System.
- - The ability of the Company to compete with other financial
institutions as
effectively as the Company currently intends due to increases in
competitive
pressures in the financial services sector.
- - The inability of the Company to obtain new customers and to
retain existing
customers.
- - The timely development and acceptance of products and
services, including
products and services offered through alternative delivery
channels such as the
Internet.
- - Technological changes implemented by the Company and by other
parties,
including third party vendors, which may be more difficult or
more expensive
than anticipated or which may have unforeseen consequences to the
Company and
its customers.
- - The ability of the Company to develop and maintain secure and
reliable
electronic systems.
- - The ability of the Company to retain key executives and
employees and the
difficulty that the Company may experience in replacing key
executives and
employees in an effective manner.
- - Consumer spending and saving habits which may change in a
manner that
affects the Company's business adversely.
- - Business combinations and the integration of acquired
businesses which may
be more difficult or expensive than expected.
- - The costs, effects and outcomes of existing or future
litigation.
- - Changes in accounting policies and practices, as may be adopted
by state and
federal regulatory agencies and the Financial Accounting
Standards Board.
- - The ability of the Company to manage the risks associated with
the foregoing
as well as anticipated.
These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be
placed on such
statements. Additional information concerning the Company and
its business,
including other factors that could materially affect the
Company's financial
results, is included in the Company's filings with the Securities
and Exchange
Commission.
LIQUIDITY & CAPITAL RESOURCES
Liquidity management for the Bank is both a daily and long-term
function of
management's strategy. The Company's primary sources of funds
are deposits and
borrowings, proceeds from principal and interest on loans and
mortgage-backed
<Page> 11
securities. While maturities and scheduled amortization of loan
and mortgage
prepayments are predictable sources of funds, deposit flows and
mortgage
prepayments are greatly influenced by interest rate cycles and
economic
conditions. The Bank generally manages the pricing of its
deposits to be
competitive and to increase core deposit relationships. The Bank
utilizes
particular sources of funds based on comparative costs and
availability.
The Company's most liquid assets are cash and cash equivalents,
which include
federal funds and interest-bearing deposits. The level of these
assets is
dependent on the Company's operating, financing, lending, and
investing
activities during the given period. At June 30, 2002, cash and
cash
equivalents totaled $9.8 million.
Mortgage-backed securities and securities available for sale
represent a
secondary source of liquidity to the Company. The market value
of
these securities fluctuates with interest rate movements. Net
interest income
in future periods may be adversely impacted to the extent
interest rates
increase and these securities are not sold with the proceeds
reinvested at
higher market rates. The decision of whether to sell the
available for sale
mortgage-backed securities and securities available for sale or
not, is based
on a number of factors, including projected funding needs,
reinvestment
opportunities and the relative cost of alternative liquidity
sources.
Federal regulations require the Bank to maintain sufficient
liquidity to ensure
its safe and sound operation. At June 30, 2002, the Bank
believes it was in
compliance with OTS liquidity requirements.
The Company's cash flows are comprised of three classifications:
cash flows
from operating activities, cash flows from investing activities,
and cash flows
from financing activities. Cash flows provided by operating
activities,
consisting primarily of interest and dividends received less
interest paid on
deposits for the nine months ended June 30, 2002, were $3.0
million. Net cash
used in investing activities for the nine-month period ended June
30, 2002 was $4.4 million. During the period investing activities
consisted of loans originated
for investment and purchases of mortgage-backed securities and
securities,
largely offset by principal collections on loans, proceeds from
maturities of
securities and proceeds from sales of securities, mortgage-backed
securities
and loans. Cash flows provided by financing activities amounted
to $2.6
million for the nine months ended June 30, 2002. Growth in
deposits of $36.1
millions was offset by a net decrease in borrowed funds of $30.1
million and
the payment of real estate taxes for borrowers.
At June 30, 2002, the Bank had outstanding commitments to fund
loans of $10.4
million. Management anticipates that it will have sufficient
funds available
to meet its current loan commitments. Certificates of deposit
scheduled to
mature in one year or less from June 30, 2002 totaled $172.2
million.
Consistent with historical experience, management believes that a
significant
portion of such deposits will remain with the Bank, and that
their maturity and
repricing will not have a material adverse impact on the
operating results of
the Company.
The Bank is subject to regulatory capital requirements
administered by the
federal banking agencies. Failure to meet minimum capital
requirements can
initiate certain mandatory, and possibly additional discretionary
actions by
regulators that, if undertaken, could have a material impact on
the Company's
financial statements. Under capital adequacy guidelines and the
regulatory
framework for prompt corrective action, the Bank must meet
specific capital
guidelines that involve quantitative measures of the entity's
assets,
<Page> 12
liabilities, and certain off-balance sheet items as calculated
under regulatory
accounting purposes. The Bank's capital amounts and
classification are also
subject to qualitative judgments by the regulators about
components, risk
weightings, and other factors.
Quantitative measures established by regulation to ensure capital
adequacy
require the Bank to maintain minimum amounts and ratios of total
and Tier 1
capital to risk-weighted assets, and of Tier 1 capital to average
assets and of
tangible capital to average assets. As of June 30, 2002, the
Company and the
Bank met the capital adequacy requirements to which they are
subject. The
Bank's Tangible Equity ratio at June 30, 2002 was 7.78%. The
Tier 1 Capital
ratio was 7.78%, the Tier 1 Risk-Based ratio was 18.48% and the
Total
Risk-Based Capital ratio was 19.06%.
The most recent notification from the federal banking agencies
categorized the
Bank as well capitalized under the regulatory framework for
prompt corrective action. To be categorized as well capitalized,
the Bank must maintain minimum total risk-based, Tier 1
risk-based, and
Tier 1 leverage ratios. There are no conditions or events since
that
notification that have changed the Bank's category.
CHANGES IN FINANCIAL CONDITION
Total assets at June 30, 2002 were $693.0 million, compared to
$668.7 million
at September 30, 2001.
The increase is due to increases in mortgage-backed securities
available for
sale, which were funded by loan repayments and growth in
deposits. The period
purchases were funded from heavy refinance activity in the Bank's
loan
portfolio as well as the redeployment of the proceeds from the
sale of mortgage
loans from the held for sale category and supplemented by
advances from the
FHLB of Chicago.
Loans receivable, net of allowance for loan losses, decreased
$36.3 million to
$427.9 million at June 30, 2002. While loan demand has remained
steady, the
low interest rate environment has produced increased repayments.
New loans
closed, including multi-family and commercial mortgages and loans
secured by
commercial leases, totaled $131.6 million for the nine months
ended June 30,
2002. Loan repayments totaled $129.6 million for the nine months
ended June
30, 2002, compared with $112.2 million for the same period in
2001. The
Company continues to offer various loan products, and prices them
competitively.
During the first six months, the Company recorded three loan
sales to FNMA from
the held for sale category. The Company recorded $37.8 million
in proceeds from
the sale of these fixed-rate 30-year mortgages. These sales
generated $643,800
of pre-tax gains and a $126,700 deferred servicing asset. In
addition to these
sales, operations originated $4.4 million in loans available
for sale during the nine month period. These were sold on an
individual basis to FHLMC and produced a
pre-tax profit of $32,600.
Through deposit retention efforts and the addition of a wholesale
jumbo
certificate of deposit program, deposits for the nine-month
period grew 9% or
$36.1 million to $435.7 million from $399.6 million at September
30, 2001. The
wholesale CD program generated $32.1 million in deposits with
terms of between
12 and 24 months which in general representtermstht are longer
and lower in rates that are lower than
certificates generated from the Company's retail customers. The
Bank also added a
<Page> 13
new checking product, power-checking, which attracted $13.0
million in its
introductory offering period. Other savings products including
Passbook 24, a
tiered rate premium priced passbook product linked to an ATM card
to provide 24
hour-banking convenience which attracted $16.5 million during the
first three
quarters of fiscal 2002. FHLB advances decreased $30.1 million
to $157.2
million at June 30, 2002 from September 30, 2001. A primary
contributor to the
decrease in borrowed funds is timing of securities purchased. At
June 30,
2002, the Bank has commitments of $35.4 million with brokers.
Book value per share on June 30, 2002 was $17.35, compared with
$16.30 at
September 30, 2001. The increase in book value per share was
attributable to
earnings retained, offset by an unrealized decline in market
value in the
mortgage-backed securities and securities available for sale
portfolios.
INVESTMENT ACTIVITIES
The Company is the holder of certain subordinated notes (the
"Notes") issued by
Cole Taylor Financial Group, Inc. The Notes have a par value and
cost basis of
$3.0 million. The Notes were acquired by the Company in 1994,
when Cole Taylor
Financial Group, Inc. was the parent company for both a consumer
finance
company and a Chicago area bank. In fiscal 1997, Cole Taylor's
bank subsidiary
was "spun-off" to certain Cole Taylor shareholders in exchange
for stock and
certain assets. The Notes remained as obligations of the
surviving company,
which became known as Reliance Acceptance Group, Inc. ("RAG") and
remained the parent
company for the consumer finance company.
A detailed summary discussing the Company's write-down of the
Notes and various
continuing lawsuits with respect to the Notes is included in the
Company's prior filings with the Securities and Exchange
Commission. On February 14, 2000, the Company filed a class
action lawsuit in the
Circuit Court of Cook County, Illinois against LaSalle National
Bank and
affiliates. The trial involving the primary defendants had been
rescheduled to
begin on June 18, 2001, but has been adjourned without setting a
new date.
On May 24, 2002, Taylor Capital Group, Inc. ("Taylor Capital")
announced that it
filed a registration statement with the Securities and Exchange
Commission for
an initial public offering of its common stock. The registration
statement
also covers the proposed offering of trust securities by TAYC
Capital Trust I.
Taylor Capital has announced its intent to fund the settlement of
the
outstanding litigation with the proceeds from the offerings.
ASSET QUALITY
As of June 30, 2002, the Company had non-performing loans of
$961,000. The
Bank's non-performing loans at June 30, 2002 included four
multi-unit
buildings, three single-family residences and one auto and one
consumer loan.
There were no assets classified as doubtful.
The Company's ratio of non-performing loans to net loans
receivable was 0.22%
at June 30, 2002. The low ratio is a result of management's
ongoing monitoring
and follow-up procedures of delinquent customers. A review of
the
non-performing loans has established that no specific allowances
were
necessary.
14
AVERAGE BALANCE SHEET
The following table sets forth certain information relating to
the Company's
average balance sheet and reflects the average yield on assets
and average cost
of liabilities for the periods indicated. Such yields and costs
are derived by
dividing income or expense by the average balance of assets or
liabilities,
respectively, for the periods shown. Average balances are
derived from average
daily balances. The yields and costs include fees, which are
considered
adjustments to yields.
Three Months Ended June 30,
Nine Months Ended
2002
2001 June 30, 2002
------------------------
- ----------------------- ----------------------
Inter- Average
Inter- Average Inter- Average
Average est Yield(3) Average
est Yield(3) Average est Yield(3)
(dollars in
thousands)
------------------------
- ----------------------- ----------------------
Interest-earning assets:
Loans receivable, net $426,345 7,665 7.19% 511,930
9,532 7.45% 438,199 23,729 7.22%
Mortgage-backed securities 168,082 2,524 6.01% 14,863
251 6.76% 470,188 6,669 6.04%
Interest-bearing deposits 1,215 5 1.65% 1,458
15 4.12% 1,458 18 1.65%
Investment securities and
federal funds 64,907 998 6.15% 80,938
1,387 6.85% 66,120 3,007 6.06%
------- ----- ----- ------
- ----- ----- ------- ----- -----
Total interest-earning
assets 660,549 11,192 6.78% 609,189
11,185 7.34% 652,965 33,423 6.82%
Non-interest earning
assets 13,530 13,907
14,274
------- ------
-------
Total assets $674,079 623,096
667,239
======= =======
=======
Interest-bearing liabilities:
Deposits:
Passbook & NOW accounts 166,185 923 2.22% 138,579
1,128 3.26% 162,939 2,999 2.45%
Money market account 17,734 113 2.55% 11,642
104 3.57% 15,089 313 2.77%
Certificate accounts 233,454 2,247 3.85% 227,689
3,528 6.20% 230,489 7,330 4.24%
------- ----- ----- -------
- ----- ----- ------- ----- -----
Total deposits 417,373 3,283 3.15% 377,910
4,760 5.04% 408,517 10,642 3.47%
Borrowed funds 181,531 2,091 4.61% 176,886
2,808 6.35% 181,644 6,736 4.94%
------- ----- ----- -------
- ----- ----- ------- ----- -----
Total interest-bearing
liabilities 598,904 5,374 3.59% 554,796
7,568 5.46% 590,161 17,378 3.93%
Non-interest bearing
deposits 13,192 9,155
13,894
Other liabilities 10,387 12,738
12,311
------- -------
-------
Total liabilities 622,483 576,689
616,366
Stockholders' equity 51,596 46,407
50,873
------- -------
-------
Total liabilities and
stockholders' equity $674,079 623,096
667,239
======= =======
=======
Net interest
income/interest rate
spread (1) 5,818 3.19%
3,617 1.89% 16,045 2.89%
Net earning assets/net
interest margin (2) $ 61,645 3.52% 54,393
2.37% 62,804 3.28%
Ratio of interest-earning
assets to interest-bearing
liabilities 1.10x 1.10x
1.11x
15
(1) Interest rate spread represents the difference between the
average rate
on interest-earning assets and the average cost of
interest bearing
liabilities.
(2) Net interest margin represents net interest income divided
by average
interest-earning assets.
(3) Average yields and costs for the three and six month
periods are annual-
ized for presentation purposes.
16
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE
30, 2002 AND
JUNE 30, 2001
GENERAL. Earnings per diluted share for the quarter ended June
30, 2002 was
$0.69, an increase of $0.35 from $0.34 for the same period in
2001. Net income
for the three months ended June 30, 2002 was $2.2 million, an
increase of $1.1
million from the net income of $1.1 million for the three months
ended June 30,
2001. Earnings per share and net income for the quarter were up
from the
previous year's results primarily due to an improved net interest
margin and
increased non-interest income.
INTEREST INCOME. Income from loans receivable was $7.7 million
for the quarter
ended June 30, 2002, down from the previous year of $9.5 million.
The decrease
reflects a combination of less loan volume coupled with lower
interest rates.
The average loans outstanding decreased $85.0 million, comparing
June 30, 2002
to June 30, 2001, due to loan sales and high repayment volume.
The yield on
loans decreased 26 basis points, primarily due to significant
refinance
activity. Interest income from mortgage-backed securities and
investment
portfolio increased $1.9 million. The increase in investment
income was
generated by a $137.2 million increase in the average outstanding
investment
portfolio, from $95.8 million for the quarter ended June 30, 2001
to $233.0
million for the quarter ended June 30, 2002. The purchases were
funded by the
proceeds from heavy refinance activity as well as the
redeployment of the
proceeds from the sale of mortgage loans. Gross interest income
remained at
$11.2 million for the three months ended June 30, 2002 and 2001.
The Company
has been actively managing the loan and investment portfolio in
an effort to
preserve total interest income in the current interest
environment.
INTEREST EXPENSE. The Federal Reserves' actions have resulted in
the Company
gradually reducing interest costs on both borrowed funds and
deposits. Total
interest expense for the quarter decreased $2.2 million from $7.6
million the
previous year to $5.4 million. Interest expense on deposits
decreased $1.5
million, from $4.8 million the previous year to $3.3 million.
The reduced
expense in deposit costs is twofold; the first being the decrease
in the
overall weighted average of interest bearing accounts. For the
quarter ended
June 30, 2002, the weighted average rate was 3.15%, a 189 basis
point decrease
over the prior quarter of 5.04%. This rate decrease combined
with the change
in the mix of the deposit base, including non-interest bearing
accounts,
accounts for the cost savings. Average transaction accounts for
the quarter
ended June 30, 2002 make-up 47.2% of the total deposit base,
compared to 42.2%
the same quarter a year ago.
The Company continued to utilize FHLB advances as a reasonable
cost source of
funds for lending and investment opportunities when required.
The average
borrowings for the quarter ended June 30, 2002 increased slightly
to $181.5
million from $176.9 million for the quarter ended June 30, 2001.
The interest
expense on these borrowed funds fell $717,000 due to a 174 basis
point drop in
the weighted average cost of borrowed funds.
PROVISION FOR LOAN LOSSES. The Company recorded a provision for
loan losses of
$200,000 and $70,000 for the quarters ended June 30, 2002 and
2001,
respectively. The increase was primarily the result of the shift
in the composition of the loan portfolio to loans with higher
risk. Commercial and construction loans totaled approximately
$36 million at June 30, 2002, compared to approximately $15
million one year earlier. The provision for loan losses reflects
management's on-going
evaluation of losses on loans and the adequacy of the allowance
for loan losses
based on all pertinent considerations, including current economic
conditions.
As of June 30, 2002, the allowance for loan losses was $1.7
million. The
quality of the loan portfolio remains good, with a ratio of 0.22%
total
non-performing loans to total loans. The ratio of the allowance
for loan
losses to net loans receivable was 0.39% at June 30, 2002.
17
NON-INTEREST INCOME. Non-interest income increased $219,000 or
49.3% to
$663,000 for the third quarter of fiscal 2002. The third quarter
of 2002
includes gain on sales of loans and investments totaling
$249,000, compared to
$91,000 the prior year. Also included in non-interest income are
commissions
from sales of annuity and mutual fund investments that are not
FDIC insured,
made through INVEST Financial Corporation. These insurance and
annuity
commissions generated $208,000, a 6.3% decrease compared to the
same period in
2001. Fee and other income were up $75,000, due to increased
loan servicing and
broker fees earned.
NON-INTEREST EXPENSE. Non-interest expense for the three months
ended June 30,
2002 increased $539,000 to $2.8 million compared to $2.3 million
in 2001. The
increase in salaries and employee benefits is a result of normal
annual salary
increases combined with the costs associated with additional
personnel and
higher group health insurance premiums. The increase in
equipment is a direct
result of accelerated depreciation of computer equipment that
will be obsolete
after December 31, 2002. Management has continued its efforts to
control
operating expenses.
INCOME TAXES. Income taxes increased $615,000 for the three
months ended June
30, 2002 to $1.3 million, compared to $647,000 one-year ago. The
increase is
due to the income before taxes doubling to $3.5 million for the
period June 30,
2002, compared to $1.7 million the quarter ended June 30, 2001.
COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED JUNE
30, 2002 AND
JUNE 30, 2001
GENERAL. For the first nine months of the fiscal year, earnings
per diluted
share were $1.89, up $0.94 per share from $0.95 per share for the
nine-month
period in 2001. Net income for the first nine months of 2002 was
$6.0 million,
compared with $3.0 million in 2001. An improved net interest
margin and
increased non-interest income were the primary contributors to
the increases
noted in the current nine-month period.
INTEREST INCOME. The Company continues to strive to preserve
total interest
income in the current fiscal year, in spite of the low interest
rate
environment and continued high loan turnover. Total interest
income was $33.4
million for the nine months ended June 30, 2002, down just $1.4
million or 3.9%
from $34.8 million in 2001.
Income from loans receivable, the chief contributor to interest
income, was
$23.7 million for the nine-months ended June 30, 2002, down 20.4%
from the
prior year. Income from loans receivable fell primarily as a
result of a
decline in the nine-month outstanding average balances; $438.2
million for the
nine-month period ended June 30, 2002, compared with $527.9
million one year
earlier. High repayments and loan sales that took place in the
latter half of
fiscal 2001 and continues into 2002 adversely affected both
volume and yield.
Repayments from the first three quarters of fiscal 2002 totaled
$129.6 million,
compared to $112.2 for the same period in 2001.
The average balance of the securities available for sale
portfolios, including
mortgage-backed securities increased to $213.3 million for the
nine-month
period ended June 30, 2002, from $91.0 the same period last
fiscal year. Interest
generated from mortgage-backed and investment securities for the
nine-month
period ended June 30, 2002 was $9.7 million, an increase of $4.8
million from
the nine-month period ended June 30, 2001. Changes were made to
the mix of the
investment portfolio to include government and agency,
mortgage-backed,
18
corporate and municipal securities. An initiative to maintain
earning asset
levels resulted in the purchase of mortgage-backed securities
with proceeds
from repayments and the sale of single-family conforming
mortgages.
INTEREST EXPENSE. Total interest expense for the nine months
ended June 30,
2002 was $17.4 million, down $6.8 million or 28.2% from $24.2
million for the
same period in 2001.
For the nine-months ended June 30, 2002, interest expense on
deposits was $10.7
million, down $4.1 million or 27.8% from $14.7 million in 2001.
Average
interest-bearing deposits increased $32.7 million, or 8.7%, to
$408.5 million
for the nine-month period in 2002 compared to $375.8 million in
2001. The
weighted average cost of deposits decreased 176 basis points.
Deposit interest
expense declined as the result of lower interest rates and a
greater number of
transaction accounts in the deposit mix.
Interest expense on borrowed funds declined 28.9% to $6.7 million
for the nine
months ended June 30, 2002, compared with $9.5 million in 2001.
The decline
was due to maturing borrowed funds being replaced with funds
borrowed at lower
rates.
PROVISION FOR LOAN LOSSES. The Company recorded a $450,000
provision for loan
losses during the first nine months of fiscal 2002, compared to a
$180,000
provision in 2001. The increase was the combined result of
changes in loan
product mix as well as current economic conditions. The adequacy
of the loan
loss provision is analyzed on a monthly basis. Management
considers the
changes in the type and volume of the loan portfolio, the
specific delinquent
loans, the historical loss experience, and the current economic
trends, as well
as loan growth and other factors deemed appropriate when
evaluating the
allowance for loan losses.
NON-INTEREST INCOME. Non-interest income was up $1.1 million to
$2.4 million
for the nine-month period ended June 30, 2002 from $1.3 million
in 2001.
During the first nine months of fiscal 2002, the sale of loans
and investments
produced a $1.2 million pre-tax gain, compared with a $322,000
pre-tax gain in
2001. Insurance and annuity commissions contributed $638,000 for
the nine
months, up slightly from $625,000 in 2001. Without the gain on
the sale of
loans and investments, non-interest income for the nine-month
period in 2002
was essentially unchanged from 2001.
NON-INTEREST EXPENSE. Non-interest expense increased to $8.4
million for the
nine months ended June 30, 2002, compared with $7.1 million in
the same period
in 2001, up 18.9%. Employee benefits, including higher group
health insurance
premiums, accelerated depreciation for obsolescence in the
Company's computer
hardware and software and increased advertising expenses
contributed to the
increase.
INCOME TAXES. Income taxes increased $1.9 million for the
nine-months ended
June 30, 2002 to $3.5 million compared to $1.7 million for the
prior year. The
Company's effective income tax rate increased to 37.0% from 35.9%
for the
nine-month period ended June 30, 2001. The lower effective
income tax rate in
the prior year was due to the utilization of capital loss carry
forwards in
connection with the gain on sale of an interest in a real
estate investment.
19
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The OTS requires all regulated thrift institutions to calculate
the estimated
change in the Bank's net portfolio value (NPV) assuming
instantaneous, parallel
shifts in the Treasury yield curve of 100 to 300 basis points
either up or down
in 100 basis point increments. The NPV is defined as the present
value of
expected cash flows from existing assets less the present value
of expected
cash flows from existing liabilities plus the present value of
net expected
cash inflows from existing off-balance sheet contracts.
The OTS provides all institutions that file a Consolidated
Maturity/Rate
schedule (CMR) as a part of their quarterly Thrift Financial
Report with an
interest rate sensitivity report of NPV. The OTS simulation
model uses a
discounted cash flow analysis and an option-based pricing
approach to measuring
the interest rate sensitivity of NPV. The OTS model estimates
the economics
value of each type of asset, liability, and off-balance sheet
contract under
the assumption that the Treasury yield curve shifts
instantaneously and
parallel up and down 100 to 300 basis points in 100 basis point
increments.
The OTS provides thrifts the results of their interest rate
sensitivity model,
which is based on information provided by the Bank, to estimate
the sensitivity
of NPV.
The OTS model utilizes an option-based pricing approach to
estimate the
sensitivity of mortgage loans. The most significant embedded
option in these
types of assets is the prepayment option of the borrowers. The
OTS model uses
various price indications and prepayment assumptions to estimate
sensitivity of
mortgage loans.
In the OTS model, the value of deposit accounts appears on the
asset and
liability side of the NPV analysis. In estimating the value of
certificate of
deposit accounts, the liability portion of the CD is represented
by the implied
value when comparing the difference between the CD face rate and
available
wholesale CD rates. On the asset side of the NPV calculation,
the value of the
"customer relationship" due to the rollover of retail CD deposits
represents an
intangible asset in the NPV calculation.
Other deposit accounts such as transaction accounts, money market
deposit
accounts, passbook accounts, and non-interest bearing accounts
also are
included on the asset and liability side of the NPV calculation
in the OTS
model. The accounts are valued at 100% of the respective account
balances on
the liability side. On the assets side of the analysis, the
value of the
"customer relationship" of the various types of deposit accounts
is reflected
as a deposit intangible.
The NPV sensitivity of borrowed funds is estimated by the OTS
model based on a
discounted cash flow approach. The cash flows are assumed to
consist of monthly
interest payments with principal paid at maturity.
20
The OTS model is based only on the Bank's balance sheet. The
assets and
liabilities at the parent company level are short-term in nature,
primarily
cash and equivalents, and were not considered in the analysis
because they
would not have a material effect on the analysis of NPV
sensitivity. The
following table sets forth the Company's most recent interest
rate sensitivity
of NPV, as of March 31, 2001.
Net
Portfolio Value as a %
Net Portfolio Value of Present
Value of Assets
------------------------------
- --------------------------
Changes in
Rates $ Amount $ Change % Change NPV Ratio
Change
- ---------- --------- -------- -------- ---------
---------
+ 300 bp 39,292 (43,299) (52)% 5.89%
- 555 bp
+ 200 bp 53,746 (28,846) (35)% 7.85%
- 360 bp
+ 100 bp 68,270 (14,322) (17)% 9.71%
- 174 bp
0 bp 82,592 11.44%
- 100 bp 92,526 9,934 12 % 12.57%
+ 113 bp
- 200 bp -- -- -- % --%
-- bp
- 300 bp -- -- -- % --%
-- bp
- -----------------------------------------------------------------
- --------------
21
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company and the Bank are not engaged in any legal
proceedings of
a material nature at the present time.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are either filed as part
of this
report or are incorporated herein by reference:
3.1 Restated Certificate of Incorporations of
Fidelity
Bancorp, Inc. (Incorporated herein by
reference into
this document from the exhibits to Form S-1,
Registration
statement as amended, originally filed on
October 28,
1993, Registration No. 33-68670.)
3.2 Bylaws of Fidelity Bancorp, Inc.. as amended
(Incorporated herein by reference into this
document from
the exhibits to Form S-1, Registration
statement as
amended, originally filed on October 28,
1993,
Registration No. 33-68670.)
4.0 Stock Certificate of Fidelity Bancorp, Inc.
(Incorporated
herein by reference into this document from
the exhibits
to Form S-1, Registration statement as
amended, originally
filed on October 28, 1993, Registration No.
33-68670.)
4.1 Rights Agreement between the Company and
Harris Trust and
Savings Bank, as trustee (including the
related
certificate of designations) (Incorporated
herein by
reference into this document from the
exhibits to Form
8-A, filed on February 19, 1997.)
10.1 Form of Employment Agreement, as amended,
between the
Fidelity Bancorp, Inc. and Raymond S.
Stolarczyk and
Thomas E. Bentel
10.2 Form of Employment Agreement, as amended,
between the
Fidelity Federal Savings Bank and Raymond S.
Stolarczyk
and Thomas E. Bentel
10.3 Form of Special Termination Agreement
between the Bank and
the Fidelity Bancorp, Inc. and Elizabeth
Doolan and
various officers
10.4 Form of Special Termination Agreement
between the Bank and
the Fidelity Federal Savings Bank. and
Elizabeth Doolan
and various officers
10.5 Form of Special Termination Agreement
between the Bank and
the Fidelity Bancorp, Inc. and Richard Burns
10.6 Form of Special Termination Agreement
between the Bank and
the Fidelity Federal Savings Bank. and
Richard Burns
22
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits (continued)
10.7 Employee Stock Ownership Plan and Trust
(Incorporated
herein by reference into this document from
the exhibits
to Form 10-K filed on December 9, 1994.)
10.8 Fidelity Federal Savings Bank Recognition
and Retention
Plan and Trust (Incorporated herein by
reference into
this document from the exhibits to Form S-1,
Registration
statement as amended, originally filed on
October 28,
1993, Registration No. 33-68670.)
10.9 Amendment dated March 18, 2002 to the
Fidelity Federal
Savings Bank Recognition and Retention Plan.
10.10 Incentive Stock Option Plan . (Incorporated
herein by
reference into this document from the
exhibits to Form
S-8, Registration statement filed on April
20,1994,
Registration No. 33-78000.)
10.11 Amendment dated March 18, 2002 to the
Fidelity Bancorp,
Inc., 1993 Incentive Stock Option Plan
10.12 Fidelity Bancorp, Inc. 1993 Stock Option
Plan for Outside
Directors (Incorporated herein by reference
into this
document from the exhibits to Form S-8,
Registration
statement filed on April 20,1994,
Registration No.
33-78000.)
10.13 Amendment dated March 18, 2002 to the
Fidelity Bancorp,
Inc. 1993 Stock Option Plan for Outside
Directors
10.14 Fidelity Federal Savings Bank Employee
Severance
Compensation Plan
99.1 Chief Executive Officer Certification
Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of
the Sarbanes-Oxley Act of 2002
99.2 Chief Financial Officer Certification
Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to
Section 906 of
the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None.
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the
registrant has duly caused this report to be signed on its behalf
by the
undersigned thereunto duly authorized.
Fidelity Bancorp, Inc.
Dated: August 14, 2002 /s/ RAYMOND S.
STOLARCZYK
- -----------------------------
Raymond S. Stolarczyk
Chairman and Chief
Executive Officer
/s/ ELIZABETH A. DOOLAN
- -----------------------------
Elizabeth A. DOOLAN
Sr. V. P. and Chief
Financial Officer