FOR IMMEDIATE RELEASE
FOR: MAF Bancorp, Inc. Fidelity Bancorp, Inc.
55th Street & Holmes Avenue 5455 W. Belmont Avenue
Clarendon Hills, IL 60514 Chicago, IL 60641
CONTACTS: Allen H. Koranda, Raymond S. Stolarczyk,
Chairman and CEO Chairman and CEO
Jerry A. Weberling, Thomas E. Bentel
EVP and President and COO
Chief Financial Officer
(630) 887-5999 (773) 736-4414
MAF BANCORP, INC. TO ACQUIRE FIDELITY BANCORP, INC.
Clarendon Hills, Illinois, December 17, 2002 - MAF Bancorp, Inc.
(NASDAQ:MAFB) and Fidelity Bancorp, Inc. (NASDAQ:FBCI) jointly
announced today that MAF has agreed to acquire Fidelity in an
all-stock transaction. Allen Koranda, Chairman and CEO of MAF and
Raymond Stolarczyk, Chairman and CEO of Fidelity announced that
their respective boards of directors have approved a definitive
agreement under which Fidelity will be merged with MAF.
Pursuant to the merger agreement, each share of Fidelity common
stock will be converted into .89 shares of MAF common stock. Based
on the closing price of MAF common stock on December 16, 2002, the
transaction has a current value of $101.4 million in the aggregate
and $31.00 per Fidelity share. The transaction, which is subject
to regulatory approval and the approval of Fidelity stockholders,
is structured to be tax-free to the stockholders of Fidelity. The
companies currently expect the transaction to close in mid-2003.
In connection with the merger, Fidelity's bank subsidiary, Fidelity
Federal Savings Bank, will be merged with Mid America Bank, a
wholly-owned subsidiary of MAF Bancorp. The merger of the banks
will provide Mid America Bank with five additional branch locations
in the Chicago area.
Allen Koranda, Chairman and Chief Executive Officer of MAF Bancorp,
said, "We are excited about the opportunity to combine with a
quality organization like Fidelity. By adding nearly $450 million
in deposits, the transaction will allow us to deepen our
penetration into the Chicago banking market. We appreciate the
confidence that Ray and his Board of Directors have placed in us,
allowing us to build upon their strong franchise."
Raymond Stolarczyk, Chairman and Chief Executive Officer of
Fidelity Bancorp, added, "We have built a quality financial
institution over many years due to our loyal customers and
employees. We believe the next step in our progression is to
partner with an organization that shares our retail banking
philosophy and has proven successful in competing in the Chicago
area banking markets. MAF was the logical choice." Mr. Stolarczyk
will join MAF's board of directors following the acquisition.
MAF expects to achieve significant cost savings following the
integration of the two companies' respective organizations. The
data processing conversion is expected to be completed in the third
quarter of 2003. MAF expects to repurchase approximately 850,000
of the shares to be issued in the transaction, representing
approximately 3.3% of MAF's projected outstanding shares after the
merger. MAF expects the transaction will be neutral to calendar
2003 earnings per share and be approximately 1-2% accretive to
earnings per share in 2004, in each case assuming completion of the
stock repurchases. MAF currently expects after-tax merger-related
costs will equal approximately 5% of the transaction value.
MAF is the parent company of Mid America Bank, a federally
chartered stock savings bank headquartered in Clarendon Hills, IL.
At September 30, 2002 the company had assets of $5.9 billion,
deposits of $3.7 billion and stockholders' equity of $482 million.
The Bank operates a network of 34 retail banking offices primarily
in Chicago and its western suburbs. MAF's common stock trades on
the Nasdaq Stock Market under the symbol MAFB.
Fidelity is the holding company for Fidelity Federal Savings Bank,
a federally chartered stock savings bank headquartered in Chicago,
IL. At September 30, 2002, Fidelity had assets of $699 million,
deposits of $434 million, and stockholders' equity of $56 million.
Fidelity's common stock trades on the Nasdaq Stock Market under the
symbol FBCI.
Forward-Looking Information
Statements contained in this news release that are not historical
facts constitute forward-looking statements (within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended),
which involve significant risks and uncertainties. MAF and
Fidelity intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and are
including this statement for purposes of invoking these safe harbor
provisions. Forward-looking statements, which are based on certain
assumptions and describe future plans, strategies and expectations
of either company, are generally identifiable by use of the words
"believe," "expect," "intend," "anticipate," "estimate," "project,"
"plan," or similar expressions. The companies' ability to predict
results or the actual effect of future plans or strategies is
inherently uncertain and actual results may differ from those
predicted. The companies undertake no obligation to update these
forward-looking statements in the future. Factors which could have
a material adverse effect on operations and could affect
management's outlook or future prospects of MAF and its
subsidiaries following the merger include, but are not limited to,
difficulties in achieving anticipated cost savings related to the
operation of the acquired banking offices or higher than expected
costs related to the transaction, unanticipated changes in interest
rates, deteriorating economic conditions which could result in
increased delinquencies in MAF's or Fidelity's loan portfolio,
legislative or regulatory developments, monetary and fiscal
policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve Board, the quality or composition
of MAF's or Fidelity's loan or investment portfolios, demand for
loan products, secondary mortgage market conditions, deposit flows,
competition, demand for financial services and residential real
estate in MAF's and Fidelity's market areas, unanticipated
slowdowns in real estate lot sales or problems in closing pending
real estate contracts, delays in real estate development projects,
the possible short-term dilutive effect of other potential
acquisitions, if any, and changes in accounting principles,
policies and guidelines. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements.
NOTE: The following notice is included to meet certain legal
requirements.
MAF will be filing a registration statement containing a proxy
statement/prospectus and other documents regarding the proposed
transaction with the Securities and Exchange Commission. Fidelity
shareholders are urged to read the proxy statement/prospectus when
it becomes available, because it will contain important information
about MAF and Fidelity, and the proposed transaction. When
available, copies of this proxy statement/prospectus will be mailed
to Fidelity shareholders, and it and other documents filed by MAF
or Fidelity with the SEC may be obtained free of charge at the
SEC's web site at http://www.sec.gov, or by directing a request to
MAF at 55th Street & Holmes Avenue, Clarendon Hills, IL 60514 or
Fidelity at 5455 West Belmont Avenue, Chicago, Illinois 60641.
Fidelity and its directors, executive officers and certain other
members of management and employees may be soliciting proxies from
their stockholders in favor of the proposed merger. Information
regarding such persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of Fidelity's
stockholders in connection with the proposed merger is set forth in
Fidelity's proxy statement for its annual meeting of stockholders,
dated January 23, 2002 and filed with the SEC on December 26, 2001.
Additional information will be set forth in the proxy
statement/prospectus when it is filed with the SEC.