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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report December 17, 2002
Commission file number 1-12753
FIDELITY BANCORP, INC.
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)
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ITEM 5. OTHER EVENT
On December 17, 2002, Fidelity Bancorp, Inc. ("Fidelity") announced
that it has agreed to be acquired by MAF Bancorp, Inc. ("MAF") in an
all-stock transaction with a fixed exchange ratio. Based on the
closing price of MAF's common stock on December 16, 2002, the
transaction is valued at $101.4 million. Pursuant to an Agreement
and Plan of Reorganization ("Merger Agreement") between the two
companies, Fidelity will merge into MAF, with MAF to be the
surviving corporation. As a result of the merger, each issued and
outstanding share of Fidelity common stock will be converted into
the right to receive 0.89 shares of MAF common stock. The
transaction, which is subject to regulatory approvals and approval
by a majority of the holders of Fidelity's common stock as well as
other conditions, is structured to be tax-free to stockholders of
Fidelity.
Subject to the terms and conditions of the Merger Agreement, if,
during a period prior to closing, (1) the average trading price of
MAF common stock drops more than 17.5% compared to the closing price
of MAF common stock next determined after the announcement of the
transaction, and (2) such drop in MAF common stock trading price
exceeds by more than 17.5 percentage points the change in value of a
weighted-average index of financial institution holding company
stocks over comparable periods, Fidelity may terminate the
agreement. In the event the merger is not consummated under certain
circumstances, Fidelity has agreed to pay MAF a termination fee of
$4.5 million. MAF has agreed to pay Fidelity a termination fee of
$1 million if Fidelity exercises rights to terminate under certain
circumstances. A copy of the Merger Agreement is attached hereto as
Exhibit 2.1 and is incorporated herein by reference.
Prior to and in connection with the execution of the Merger
Agreement, Fidelity entered into Amendment No. 1 to Rights
Agreement, dated as of December 16, 2002, with Computershare
Investor Services LLC. A copy of Amendment No. 1 to Rights
Agreement is attached as Exhibit 4.1 and is incorporated herein by
reference.
Attached as Exhibit 99.1 is a copy of the joint press release
relating to the merger, which is incorporated herein by reference.
FORWARD-LOOKING INFORMATION
Statements contained in this Current Report on Form 8-K 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.
Fidelity intends 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 is
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. Fidelity's ability to predict
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results or the actual effect of future plans or strategies is
inherently uncertain and actual results may differ from those
predicted. Fidelity undertakes 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 Fidelity 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 Fidelity's or MAF'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 Fidelity's
or MAF'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
Fidelity's and MAF'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.
Item 7(c). Exhibits.
Exhibit 2.1
Agreement and Plan of Reorganization dated December 16, 2002
between Fidelity Bancorp, Inc. and MAF Bancorp, Inc. (incorporated
by reference to Exhibit 2.1 of the Current Report on Form 8-K of
MAF Bancorp, Inc. dated December 17, 2002)
Exhibit 4.1
Amendment No. 1 to Rights Agreement dated as of December 16, 2002
between Fidelity Bancorp, Inc. and Computershare Investor Services
LLC
Exhibit 99.1
Press Release dated December 17, 2002
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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: December 17, 2002 /s/ RAYMOND S. STOLARCZYK
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Raymond S. Stolarczyk
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibits
Exhibit 2.1 Agreement and Plan of Reorganization dated December 16, 2002
between Fidelity Bancorp, Inc. and MAF Bancorp, Inc.
(incorporated by reference to Exhibit 2.1 of the Current Report
on Form 8-K of MAF Bancorp, Inc. dated December 17, 2002)
Exhibit 4.1 Amendment No. 1 to Rights Agreement dated as of December 16, 2002
between Fidelity Bancorp, Inc. and Computershare Investor
Services LLC
Exhibit 99.1 Press Release dated December 17, 2002