Filed by MAF Bancorp, Inc. pursuant to
Rule 425 under the Securities Act of 1933.
Subject Company: Fidelity Bancorp, Inc.
(Commission File No. 1-12753)
On December 17, 2002, MAF Bancorp, Inc. ("MAF") announced that it has
agreed to acquire Fidelity Bancorp, Inc. ("Fidelity") 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 a definitive 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 0.89 shares of MAF common stock. The transaction is subject to
regulatory approvals and approval by a majority of the holders of Fidelity's
common stock. Set forth below is a copy of the joint press release relating to
the merger.
Subject to the terms and conditions of the agreement, if, during a
period prior to closing, (1) the trading price of MAF common stock drops more
than 17.5% compared to the closing price of MAF common stock next determined
after announcement of the transaction, and (2) the average MAF common stock
price drops more than 17.5% compared to the value of a weighted index of
financial institution holding company stocks, 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.
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THE FOLLOWING NEWS RELEASE WAS ISSUED ON DECEMBER 17, 2002:
FOR IMMEDIATE RELEASE
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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, EVP and Thomas E. Bentel
Chief Financial Officer President and COO
(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.
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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
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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
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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.
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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.