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)
THE FOLLOWING NEWS RELEASE WAS ISSUED ON JANUARY 29, 2003:
FOR IMMEDIATE RELEASE
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For: MAF Bancorp, Inc. Contacts: Jerry A. Weberling, Chief
55th Street & Holmes Avenue Financial Officer
Clarendon Hills, IL 60514 Michael J. Janssen, Senior
Vice President
www.mafbancorp.com (630) 325-7300
MAF BANCORP ANNOUNCES 20% INCREASE IN QUARTERLY CASH DIVIDEND
Clarendon Hills, Illinois, January 29, 2003 - MAF Bancorp, Inc. (MAFB),
announced today that its Board of Directors has approved a 20% increase in the
quarterly cash dividend. The dividend will increase to 18 cents per share from
the current level of 15 cents per share. The next cash dividend will be paid on
April 3, 2003 to shareholders of record on March 13, 2003. This is the Company's
ninth increase in its cash dividend in the past eight years.
The Company recently reported quarterly earnings of $.85 per diluted share for
the quarter ended December 31, 2002, up 10% from last year's fourth quarter
results of $.77 per diluted share. Allen Koranda, Chairman and Chief Executive
Officer of MAF Bancorp, said, "We had an excellent fourth quarter and record EPS
results for calendar 2002. We expect continued earnings growth in 2003 and
wanted our shareholders to share in the benefits of the Company's success
through a higher dividend."
MAF Bancorp is the parent company of Mid America Bank, a federally chartered
stock savings bank. The Bank operates a network of 34 retail banking offices
primarily in Chicago and its western suburbs. The Company's common stock trades
on the Nasdaq Stock Market under the symbol MAFB.
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. The Company 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 the
Company, are generally identifiable by use of the words "believe," "expect,"
"intend," "anticipate," "estimate," "project," "plan," or similar expressions.
The Company's 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 Company 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 the
Company and its subsidiaries include, but are not limited to, difficulties in
achieving anticipated cost savings related to the operation of the acquired
banking offices of Fidelity Bancorp or higher than expected costs related to the
Fidelity transaction, unanticipated changes in interest rates, deteriorating
economic conditions which could result in increased delinquencies in MAFs 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 MAFs 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.
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MAF will be filing a registration statement containing a proxy
statement/prospectus and other documents regarding the proposed transaction with
Fidelity Bancorp, Inc. 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.