As filed with the Securities and Exchange Commission on April 3, 1997
Registration Nos. 333- -01
333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
FB CAPITAL TRUST
FIDELITY BANCORP, INC.
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(Exact Name of Registrants as Specified in their Charters)
Delaware Requested
Pennsylvania 6035 25-1705405
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(States or Other Jurisdictions (Primary Standard Industry (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Nos.)
1009 Perry Highway, Pittsburgh, Pennsylvania 15237
(412) 367-3300
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrants' Principal Executive Offices)
Mr. William L. Windisch
President and Chief Executive Officer
Fidelity Bancorp, Inc.
1009 Perry Highway, Pittsburgh, Pennsylvania 15237
(412) 367-3300
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Please send copies of all communications to:
Samuel J. Malizia, Esq. Ronald H. Janis, Esq.
John J. Spidi, Esq. PITNEY, HARDIN, KIPP & SZUCH
MALIZIA, SPIDI, SLOANE & FISCH, P.C. P.O. Box 1945
1301 K Street, N.W., Suite 700 East, Morristown, New Jersey 07962-1945
Washington, D.C. 20005
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this form, check the following box [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Amount to be Proposed Proposed Maximum Amount of
Securities Being Registered Registered Offering Price Aggregate Offering Registration Fee
Price(1)
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_____% Preferred Securities of FB Capital
Trust (1) 1,100,000 $10.00 $11,000,000 $3,333.33
_____% Junior Subordinated Debentures of
Fidelity Bancorp, Inc. (2)
Guarantee of Fidelity Bancorp, Inc. of
certain obligations under the Preferred
Securities (3)
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(1) Estimated solely for the purpose of calculating the registration fee
exclusive of accrued interest and dividends, if any.
(2) The Junior Subordinated Debentures will be purchased by FB Capital Trust
with the proceeds of the sale of the Preferred Securities. Such securities
may later be distributed for no additional consideration to the holders of
the Preferred Securities upon the dissolution of the Trust and the
distribution of its assets.
(3) This Registration Statement is deemed to cover the Guarantee. Pursuant to
Rule 457(n) under the Securities Act, no separate registration fee is
payable for the Guarantee.
The prospectus contained in this Registration Statement will be used in
connection with the offering of the following securities: (1)______% Preferred
Securities of FB Capital Trust; (2)______% Junior Subordinated Debentures of
Fidelity Bancorp, Inc.; and (3) a Guarantee of Fidelity Bancorp, Inc. of certain
obligations under the Preferred Securities.
The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS
SUBJECT TO COMPLETION, DATED _________, 1997
[LOGO]
$10,000,000
FB Capital Trust
_____% Preferred Securities
(Liquidation Amount $10 per Preferred Security)
fully and unconditionally guaranteed, as described herein, by
Fidelity Bancorp, Inc.
The Preferred Securities offered hereby represent preferred undivided
beneficial interests in the assets of FB Capital Trust, a statutory business
trust created under the laws of the State of Delaware (the "Issuer Trust").
Fidelity Bancorp, Inc. (the "Company") will initially be the holder of all of
the beneficial interests represented by common securities of the Issuer Trust
(the "Common Securities" and, together with the Preferred
(Continued on next page)
Application will be made to include the Preferred Securities in Nasdaq's
National Market. See "Risk Factors -- Absence of Market."
-----------------------
See "Risk Factors" beginning on page __ hereof for certain information
relevant to an investment in the Preferred Securities.
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THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A
BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER INSURER OR GOVERNMENT AGENCY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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UNDERWRITING PROCEEDS TO
PRICE TO PUBLIC(1) COMMISSION (2) ISSUER TRUST (3)(4)
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Per Preferred Security...... $10.00 (4) $10.00
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Total(5).................... $10,000,000 (4) $10,000,000
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(1) Plus accrued Distributions, if any, from ____________, 1997.
(2) The Company and the Issuer Trust have each agreed to indemnify the
Underwriter against certain liabilities under the Securities Act of 1933.
See "Underwriting."
(3) Before deduction of expenses payable by the Company estimated at
$____________.
(4) In view of the fact that the proceeds of the sale of the Preferred
Securities will be used to purchase the Junior Subordinated Debentures, the
Company has agreed to pay to the Underwriter, as compensation for arranging
the investment therein of such proceeds, $_____ per Preferred Security (or
$_____ in the aggregate) and an advisory fee equal to 1% of the gross
proceeds of the offering. See "Underwriting."
(5) The Company has granted the Underwriter an option, exercisable within 30
days after the date of this Prospectus, to purchase up to an additional
$1,000,000 aggregate liquidation amount of the Preferred Securities on the
same terms as set forth above, solely to cover over-allotments, if any. If
such over-allotment option is exercised in full, the total Price to Public
and Proceeds to Issuer Trust will be $11,000,000 and $11,000,000,
respectively. See "Underwriting."
The Preferred Securities are offered by the Underwriter subject to receipt
and acceptance by them, prior sale and the Underwriter's right to reject any
order in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the Preferred Securities will be made in
book-entry form through the book-entry facilities of The Depository Trust
Company on or about ____________, 1997 against payment therefor in immediately
available funds.
Ryan, Beck & Co.
The date of this Prospectus is ____________, 1997
(cover page continued)
Securities, the "Trust Securities"). The Issuer Trust exists for the sole
purpose of issuing the Trust Securities and investing the proceeds thereof in
____% Junior Subordinated Debentures (the "Junior Subordinated Debentures," and
together with the Trust Securities, the "Securities") to be issued by the
Company. The Junior Subordinated Debentures will mature on ____________, 2027
(the "Stated Maturity"). The Preferred Securities will have a preference under
certain circumstances over the Common Securities with respect to cash
distributions and amounts payable on liquidation, redemption or otherwise. See
"Description of Preferred Securities -- Subordination of Common Securities."
The Preferred Securities will be represented by one or more global
securities registered in the name of a nominee of The Depository Trust Company,
as depositary ("DTC"). Beneficial interests in the global securities will be
shown on, and transfer thereof will be effected only through, records maintained
by DTC and its participants. Except as described under "Description of Preferred
Securities," Preferred Securities in definitive form will not be issued and
owners of beneficial interests in the global securities will not be considered
holders of the Preferred Securities. Settlement for the Preferred Securities
will be made in immediately available funds. The Preferred Securities will trade
in DTC's Same-Day Funds Settlement System, and secondary market trading activity
for the Preferred Securities will therefore settle in immediately available
funds.
Holders of the Preferred Securities will be entitled to receive
preferential cumulative cash distributions accumulating from ____________, 1997
and payable quarterly in arrears on the 15th day of January, April, July and
October of each year commencing ____________, 1997, at the annual rate of ____%
of the Liquidation Amount of $10 per Preferred Security ("Distributions"). The
Company has the right to defer payment of interest on the Junior Subordinated
Debentures at any time or from time to time for a period not exceeding 20
consecutive quarterly periods with respect to each deferral period (each, an
"Extension Period"), provided that no Extension Period may extend beyond the
Stated Maturity of the Junior Subordinated Debentures. No interest shall be due
and payable during any Extension Period, except at the end thereof. Upon the
termination of any such Extension Period and the payment of all amounts then
due, the Company may elect to begin a new Extension Period subject to the
requirements set forth herein. If interest payments on the Junior Subordinated
Debentures are so deferred, Distributions on the Preferred Securities will also
be deferred and the Company will not be permitted, subject to certain exceptions
described herein, to declare or pay any cash distributions with respect to the
Company's capital stock or with respect to debt securities of the Company that
rank pari passu in all respects with or junior to the Junior Subordinated
Debentures. During an Extension Period, interest on the Junior Subordinated
Debentures will continue to accrue (and the amount of Distributions to which
holders of the Preferred Securities are entitled will accumulate) at the rate of
____% per annum, compounded quarterly, and holders of Preferred Securities will
be required to accrue interest income for United States federal income tax
purposes. See "Description of Junior Subordinated Debentures -- Option to Extend
Interest Payment Period" and "Certain Federal Income Tax Consequences --
Interest Income and Original Issue Discount."
The Company has, through the Guarantee, the Trust Agreement, the Junior
Subordinated Debentures and the Junior Subordinated Indenture (each as defined
herein), taken together, fully, irrevocably and unconditionally guaranteed all
the Issuer Trust's obligations under the Preferred Securities as described
below. See "Relationship Among the Preferred Securities, the Junior Subordinated
Debentures and the Guarantee -- Full and Unconditional Guarantee." The Guarantee
of the Company guarantees the payment of Distributions and payments on
liquidation or redemption of the Preferred Securities, but only in each case to
the extent of funds held by the Issuer Trust, as described herein (the
"Guarantee"). See "Description of Guarantee." If the Company does not make
payments on the Junior Subordinated Debentures held by the Issuer Trust, the
Issuer Trust may have insufficient funds to pay Distributions on the Preferred
Securities. The Guarantee does not cover payment of Distributions when the
Issuer Trust does not have sufficient funds to pay such Distributions. In such
event, a holder of
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Preferred Securities may institute a legal proceeding directly against the
Company to enforce payment of such Distributions to such holder. See
"Description of Junior Subordinated Debentures -- Enforcement of Certain Rights
by Holders of Preferred Securities." The obligations of the Company under the
Guarantee and the Preferred Securities are subordinate and junior in right of
payment to all Senior Indebtedness (as defined in "Description of Junior
Subordinated Debentures -- Subordination") of the Company.
The Preferred Securities are subject to mandatory redemption (i) in
whole, but not in part, upon repayment of the Junior Subordinated Debentures at
Stated Maturity or, at the option of the Company, their earlier redemption in
whole upon the occurrence of a Tax Event, an Investment Company Event or a
Capital Treatment Event (each as defined herein) and (ii) in whole or in part at
any time on or after ____________, 2002 contemporaneously with the optional
redemption by the Company of the Junior Subordinated Debentures in whole or in
part. The Junior Subordinated Debentures are redeemable prior to maturity at the
option of the Company (i) on or after ____________, 2002, in whole at any time
or in part from time to time, or (ii) in whole, but not in part, at any time
within 90 days following the occurrence and continuation of a Tax Event,
Investment Company Event or Capital Treatment Event, in each case at a
redemption price set forth herein, which includes the accrued and unpaid
interest on the Junior Subordinated Debentures so redeemed to the date fixed for
redemption. The ability of the Company to exercise its rights to redeem the
Junior Subordinated Debentures or to cause the redemption of the Preferred
Securities prior to the Stated Maturity may be subject to prior regulatory
approval by the Board of Governors of the Federal Reserve System (the "Federal
Reserve"), if then required under applicable Federal Reserve capital guidelines
or policies. See "Description of Junior Subordinated Debentures -- Redemption"
and "Description of Preferred Securities -- Liquidation Distribution Upon
Dissolution."
The holders of the outstanding Common Securities have the right at any
time to dissolve the Issuer Trust and, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, to cause the Junior
Subordinated Debentures to be distributed to the holders of the Preferred
Securities and Common Securities in liquidation of the Issuer Trust. The ability
of the Company, as holder of the Common Securities, to dissolve the Issuer Trust
may be subject to prior regulatory approval of the Federal Reserve, if then
required under applicable Federal Reserve capital guidelines or policies. See
"Description of Preferred Securities -- Liquidation Distribution Upon
Dissolution."
In the event of the dissolution of the Issuer Trust, after satisfaction of
liabilities to creditors of the Issuer Trust as provided by applicable law, the
holders of the Preferred Securities will be entitled to receive a Liquidation
Amount of $10 per Preferred Security plus accumulated and unpaid Distributions
thereon to the date of payment, subject to certain exceptions, which may be in
the form of a distribution of such amount in Junior Subordinated Debentures. See
"Description of Preferred Securities -- Liquidation Distribution Upon
Dissolution."
The Junior Subordinated Debentures are unsecured and subordinated to all
Senior Indebtedness of the Company. See "Description of Junior Subordinated
Debentures -- Subordination."
Prospective purchasers must carefully consider the information set forth in
"Certain ERISA Considerations."
THE JUNIOR SUBORDINATED DEBENTURES ARE DIRECT AND UNSECURED OBLIGATIONS OF
THE COMPANY, DO NOT EVIDENCE DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER INSURER OR GOVERNMENT AGENCY.
3
MAP
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE PREFERRED
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET
OR OTHERWISE. SUCH STABILIZING TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
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SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements and notes thereto appearing
elsewhere in this Prospectus. Unless otherwise indicated, all information in
this Prospectus is based on the assumption that the Underwriter (as defined
herein) will not exercise its over-allotment option.
FIDELITY BANCORP, INC.
The Company, a Pennsylvania corporation, is a bank holding company
headquartered in Pittsburgh, Pennsylvania with one subsidiary, Fidelity Savings
Bank (the "Bank"), a Pennsylvania - chartered savings bank. At December 31,
1996, the Company had total assets of $320.3 million, total deposits of $233.6
million and total stockholders' equity of $23.1 million. The Bank's deposits are
federally insured by the Savings Association Insurance Fund ("SAIF"), which is
administered by the Federal Deposit Insurance Corporation ("FDIC"). The
Company's principal business is to serve as a holding company for the Bank. As a
bank holding company, the Company is regulated by the Federal Reserve.
The Company formed in 1993 pursuant to a reorganization by the Bank into
the holding company form of organization. The Bank was chartered in 1927.
The Bank is a community oriented savings bank which has traditionally
offered a variety of savings deposit products to its retail customers. The Bank
has historically concentrated its lending primarily on real estate loans secured
by one-to-four family properties. Loans secured by one-to four-family residences
were $81.5 million or 50.9% of total loans receivable at December 31, 1996. To a
lesser extent, the Bank originates other loans secured by commercial real
estate, installment loans (primarily home equity and other consumer loans),
commercial business loans and construction loans. Commercial real estate loans
totaled $19.7 million or 12.2% of total loans receivable, installment loans
totaled $36.5 million or 22.8% of total loans receivable and construction and
commercial business loans totaled $18.1 million or 11.3% of total loans
receivable at December 31, 1996. The Bank also has a securities portfolio
primarily consisting of U.S. Treasury and Federal government agency obligations
and mortgage-backed securities. Investment securities amounted to $53.6 million
or 16.7% and mortgage-backed securities amounted to $100.4 million or 31.3% of
the Bank's total assets at December 31, 1996.
As part of its business strategy, the Bank has expanded its installment
and commercial business loan portfolios in recent years. The Bank's operating
strategy includes maintaining its focus as a single family lender, while
expanding its portfolio of installment loans and small business commercial
loans. This strategy is designed to improve the interest rate margins of the
Bank and to decrease its interest rate sensitivity. However, consumer and
commercial lending entails different and additional credit risks when compared
to residential mortgage lending. In particular, commercial loans typically
involve larger loan balances to single borrowers than residential loans and
payment experience on such loans is typically dependent on the successful
operation of the project or the borrower's business.
Operating characteristics of the Bank in recent years include the
following:
o Capital. The Company and the Bank exceed all applicable minimum regulatory
capital requirements. At December 31, 1996, the Company had Tier 1
risk-based, total risk-based and Tier 1 leverage capital ratios of 15.10%,
16.15%, and 7.38%, respectively, as compared to the minimum requirements of
4.0%, 8.0% and 4.0%, respectively.
o Profitability. The Company had net income of $623,000 and $413,000 for the
three months ended December 31, 1996 and 1995, respectively. Net income was
$1.3 million, $1.5 million, and $2.4 million for the fiscal years ended
September 30, 1996, 1995 and 1994, respectively. Return on average assets,
excluding a $1.5 million pre-tax charge in 1996 relating to the SAIF
one-time special assessment, and excluding income tax benefit of $530,000
in 1994 relating to a cumulative effect of change in accounting principle,
was .73%, .54%, and .68%, for the years ended September 30, 1996, 1995 and
1994, respectively. The annualized return on average assets was .78% and
.58%, for the three months ended December 31, 1996 and 1995, respectively.
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o Asset Quality. Management of the Bank believes that good asset quality is
the key to long term financial strength and, as a result, the Bank's
investments are intended to maintain asset quality and control credit
risk. At December 31, 1996, one-to-four family residential loans comprised
$81.5 million, or 25.4% of total assets and investment and mortgage-backed
securities were $154.0 million, or 48.1% of total assets. At December 31,
1996, total non-performing assets were $1.4 million, or .42% of total
assets.
o Operating Efficiency. The Company's ratio of noninterest expenses to
average assets was 2.18% and 2.20% for the years ended September 30, 1996
and 1995, respectively, excluding the SAIF one-time special assessment.
For the quarter ended December 31, 1996 noninterest expenses to average
assets was 2.00%. The Company's efficiency ratio (noninterest expenses,
excluding the SAIF one-time special assessment, divided by the sum of net
interest income and noninterest income) was 60.3% for the quarter ended
December 31, 1996, 66.1% for fiscal 1996 and 71.2% for fiscal 1995.
The executive office of the Company is located at 1009 Perry Highway,
Pittsburgh, Pennsylvania 15237 and its telephone number is (412) 367-3300.
FB CAPITAL TRUST
The Issuer Trust is a statutory business trust formed under Delaware law
pursuant to (i) a trust agreement, dated as of April 1, 1997, executed by the
Company, as Depositor, Bankers Trust Company, as Property Trustee and Bankers
Trust (Delaware), as Delaware Trustee, and (ii) the filing of a Certificate of
Trust with the Delaware Secretary of State on April 1, 1997. Such initial trust
agreement will be amended and restated in its entirety (as so amended and
restated, the "Trust Agreement"), as of the date the Preferred Securities are
initially issued. Two individuals will be selected by the holder of the Common
Securities to act as administrators with respect to the Issuer Trust (the
"Administrators"). The Company, while holder of the Common Securities, intends
to select two individuals who are employees or officers of or affiliated with
the Company to serve as Administrators. The Issuer Trust's business and affairs
are conducted by its Property Trustee, Delaware Trustee, and two Administrators.
The Issuer Trust exists for the exclusive purposes of (i) issuing and selling
the Preferred Securities and Common Securities, (ii) using the proceeds from the
sale of Preferred Securities and Common Securities to acquire the Junior
Subordinated Debentures issued by the Company and (iii) engaging in only those
other activities necessary, advisable or incidental thereto (such as registering
the transfer of the Preferred Securities). Accordingly, the Junior Subordinated
Debentures will be the sole assets of the Issuer Trust and payments under the
Junior Subordinated Debentures will be the sole revenue of the Issuer Trust. All
of the Common Securities will be owned by the Company. The Common Securities
will rank pari passu, and payments will be made thereon pro rata, with the
Preferred Securities, except that upon the occurrence and during the continuance
of an Event of Default under the Trust Agreement resulting from an Event of
Default under the Indenture, the rights of the Company as holder of the Common
Securities to payment in respect of Distributions and payments upon liquidation,
redemption or otherwise will be subordinated to the rights of the holders of the
Preferred Securities. The Company will acquire Common Securities representing an
aggregate liquidation amount equal to 3% of the total capital of the Issuer
Trust. The Issuer Trust has a term of 31 years, but may terminate earlier as
provided in the Trust Agreement. The principal executive office of the Issuer
Trust is 1009 Perry Highway, Pittsburgh, Pennsylvania 15237, and its telephone
number is (412) 367-3300.
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THE OFFERING
Securities Offered..................... The ____% Preferred Securities represent preferred
undivided beneficial interests in the Issuer Trust's
assets, which will consist solely of the Junior
Subordinated Debentures. The Issuer Trust has
granted the Underwriter an option, exercisable within
30 days after the date of this Prospectus, to purchase
up to an additional 100,000 Preferred Securities at
the offering price, solely to cover over-allotments, if
any.
Offering Price......................... $10 per Preferred Security (Liquidation Amount
$10), plus accumulated Distributions, if any, from
____________, 1997.
Distributions.......................... The distributions payable on each Preferred Security
will be fixed at a rate per annum of ____% of the
stated liquidation amount per Preferred Security, will
be cumulative, will accrue from ____________,
1997, the date of issuance of the Preferred
Securities, and will be payable quarterly in arrears
on the 15th day of January, April, July and October
of each year, commencing ____________, 1997.
See "Description of Preferred Securities --
Distributions."
Junior Subordinated Debentures......... The Issuer Trust will invest the proceeds from the
issuance of the Preferred Securities and Common
Securities in an equivalent amount of ____% Junior
Subordinated Debentures of the Company. The
Junior Subordinated Debentures will mature on
____________, 2027. The Junior Subordinated
Debentures will rank subordinate and junior in right
of payment to all Senior Indebtedness of the
Company. In addition, the Company's obligations
under the Junior Subordinated Debentures will be
structurally subordinated to all existing and future
liabilities and obligations of its subsidiaries.
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Guarantee.............................. Under the terms of the Guarantee, the Company has
guaranteed the payment of Distributions and
payments on liquidation or redemption of the
Preferred Securities, but only in each case to the
extent of funds held by the Issuer Trust described
herein. The Company and the Issuer Trust believe
that the obligations of the Company under the
Guarantee, the Trust Agreement, the Junior
Subordinated Debentures and the Junior Subordinated
Indenture taken together, fully, irrevocably and
unconditionally guarantee all of the Issuer Trust's
obligations relating to the Preferred Securities. The
obligations of the Company under the Guarantee and
the Preferred Securities are subordinate and junior in
right of payment to all Senior Indebtedness. See
"Description of Guarantee."
Right to Defer Interest Payments....... The Company has the right, at any time, to defer
payments of interest on the Junior Subordinated
Debentures for a period not exceeding 20
consecutive quarters; provided that no Extension
Period may extend beyond the Stated Maturity of the
Junior Subordinated Debentures. As a consequence
of the Company's extension of the interest payment
period, quarterly Distributions on the Preferred
Securities will be deferred (though such Distribution
would continue to accrue with interest thereon
compounded quarterly, since interest will continue to
accrue and compound on the Junior Subordinated
Debentures during any such Extension Period).
During an Extension Period, the Company will be
prohibited, subject to certain exceptions described
herein, from declaring or paying any cash
distributions with respect to its capital stock or debt
securities that rank pari passu with or junior to the
Junior Subordinated Debentures. Upon the
termination of any Extension Period and the payment
of all amounts then due, the Company may
commence a new Extension Period, subject to the
foregoing requirements. See "Description of Junior
Subordinated Debentures -- Option to Extend Interest
Payment Period."
Should an Extension Period occur,
Preferred Security holders will
continue to include interest income
(and de minimis original issue
discount, if any) for United States
income tax purposes. See "Certain
Federal Income Tax Consequences --
Interest Income and Original Issue
Discount."
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Redemption............................. The Preferred Securities are subject to mandatory
redemption (i) in whole, but not in part, at the Stated
Maturity upon repayment of the Junior Subordinated
Debentures, (ii) in whole, but not in part,
contemporaneously with the optional redemption at
any time by the Company of the Junior Subordinated
Debentures upon the occurrence and continuation of
a Tax Event, Investment Company Event or Capital
Treatment Event and (iii) in whole or in part at any
time on or after ____________, 2002,
contemporaneously with the optional redemption by
the Company of the Junior Subordinated Debentures
in whole or in part, in each case at the applicable
Redemption Price. See "Description of Preferred
Securities -- Redemption."
Liquidation of the Issuer Trust........ The Company, as holder of the Common Securities,
has the right at any time to dissolve the Issuer Trust
and cause the Junior Subordinated Debentures to be
distributed to holders of Preferred Securities in
liquidation of the Issuer Trust, subject to the
Company having received prior approval of the
Federal Reserve to do so if then required under
applicable capital guidelines or policies of the
Federal Reserve. See "Description of Preferred
Securities -- Liquidation Distribution Upon
Dissolution."
Voting Rights.......................... Generally, the holders of the Preferred Securities
will not have any voting rights. See "Description of
Preferred Securities -- Voting Rights" and "Risk
Factors -- Limited Voting Rights."
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Use of Proceeds........................ The proceeds from the sale of the Preferred
Securities offered hereby will be used by the Issuer
Trust to purchase the Junior Subordinated
Debentures issued by the Company. The proceeds
received by the Company from the sale of the Junior
Subordinated Debentures may be used to contribute
capital through investments in or advances to the
Bank. The remainder of the proceeds will be held
by the Company and may be used to repurchase
stock and other general corporate purposes as well as
to meet debt service obligations of the Company
under the Junior Subordinated Debentures. The
Trust Securities will qualify as Tier 1 or core capital
of the Company, subject to the 25% Capital
Limitation (as defined herein), under the risk-based
capital guidelines of the Federal Reserve. The
portion of the Trust Securities that exceeds the 25%
Capital Limitation will qualify as Tier 2 or
supplementary capital of the Company. See "Use of
Proceeds."
ERISA Considerations................... Prospective purchasers should consider the
information set forth under "Certain ERISA
Considerations."
Nasdaq National Market Symbol.......... Application has been made to have the Preferred
Securities approved for quotation on the Nasdaq
National Market under the symbol "FSBIP."
RISK FACTORS
Prospective investors should carefully consider the matters set forth
under "Risk Factors," beginning on page __.
10
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SELECTED CONSOLIDATED FINANCIAL DATA
The following summary information regarding the Company should be read in
conjunction with the consolidated financial statements of the Company and notes.
Consolidated historical financial and other data regarding the Company at or for
the three months ended December 31, 1996 and 1995 have been prepared by the
Company without audit and may not be indicative of results on an annualized
basis or any other period. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) that are necessary for a fair
presentation for such periods or dates have been made.
At or
for the Three Months
Ended December 31, At or for the Fiscal Years Ended September 30,
------------------ ----------------------------------------------
1996 1995 1996 1995 1994 1993 1992(3)
---- ---- ---- ---- ---- ---- ----
Operating Data (Dollars in Thousands, except per share amounts)
Interest income.............. $5,603 $4,919 $ 20,986 $ 19,047 $ 17,652 $ 18,515 $ 19,258
Interest expense............. 3,152 2,878 11,832 11,059 9,435 9,982 12,084
----- ----- ------- ------- ------- ------- -------
Net interest income before
provision for loan losses.... 2,451 2,041 9,154 7,988 8,217 8,533 7,174
Provision for loan losses.... 115 30 270 230 360 655 483
------- ------- ------- ------- ------- ------- -------
Net interest income after
provision for loan losses.... 2,336 2,011 8,884 7,758 7,857 7,878 6,691
Gain (loss) on sale of
investments and mortgage-
backed securities, net....... (2) (12) 27 (57) 79 751 312
Gain on sale of loans........ 2 2 17 18 24 57 47
Service fees and other income 184 156 688 643 524 569 462
SAIF assessment.............. -- -- 1,537 -- -- -- --
Operating expenses........... 1,590 1,564 6,536 6,119 5,617 5,650 5,180
----- ----- ------ ------- ------- ------- -------
Income before income tax
provision and cumulative
effect of change in
accounting principle......... 930 593 1,543 2,243 2,867 3,605 2,332
Income tax provision......... 307 180 226 728 1,025 1,411 1,010
--- --- ------- ------- ------- ------- -------
Net income before cumulative
effect of change in
accounting principle(4)...... 623 413 1,317 1,515 1,842 2,194 1,322
Cumulative effect of change
in accounting principle...... -- -- -- -- 530 -- --
------ ------- ------- ------- ------- ------- -------
Net income(4)................ $ 623 $ 413 $1,317 $ 1,515 $ 2,372 $ 2,194 $ 1,322
======= ======= ===== ======= ======= ======= =======
Financial Condition Data
Total assets................. $320,336 $287,465 $317,874 $281,810 $273,564 $267,205 $252,923
Loans, net................... 153,509 125,780 151,263 120,904 112,647 106,585 106,407
Mortgage-backed
securities (1)............... 100,391 96,330 93,738 101,511 112,236 120,033 96,705
Investment securities and
other earning assets(2)...... 53,593 52,795 59,302 46,523 37,607 30,487 39,910
Savings deposits............. 233,642 245,548 234,276 244,083 228,304 234,091 233,979
Advances from FHLB and other
borrowings................... 60,805 15,850 57,143 13,092 22,601 12,309 --
Stockholders' equity --
substantially restricted.... 23,135 22,741 21,778 22,132 20,646 18,544 16,589
Number of full service
offices..................... 8 8 8 8 8 9 9
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11
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At or for the
Three Months Ended At or for the Fiscal Years Ended
December 31,(7) September 30,
-------------------- -----------------------------------------------------
1996 1995 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
Per Share Data
Primary earnings (4)(5). $.44 $.30 $.94 $1.09 $1.71 $1.59 $.98
Book value.............. 16.75 16.70 15.86 16.28 15.30 13.88 12.43
Performance Ratios
Return on average
assets (4)(5)....... .78% .58% .44% .54% .87% .84% .54%
Return on average
equity(4)(5)........ 10.93 7.33 5.96 7.13 12.02 12.41 8.31
Net yield on interest-
earning assets...... 3.34 3.17 3.33 3.08 3.18 3.38 3.04
Asset Quality Ratios
Non-performing loans
to total loans....... .85 .36 .73 .25 1.10 1.16 1.55
Non-performing assets
to total loans and
other real
estate owned......... .85 1.12 .97 1.07 1.48 1.46 1.74
Net charge-offs to
average total loans. .01 .07 .12 .11 .14 .46 .11
Total allowance for
loan losses to total
non-performing loans. 120.00 290.04 132.12 458.01 104.06 86.98 57.41
Capital Ratios
Equity to assets...... 7.22 7.91 6.85 7.85 7.55 6.94 6.56
Tier 1 risk-based
capital ratio....... 15.10 15.88 14.85 15.83 15.01 15.15 13.05
Total risk-based
capital ratio....... 16.15 16.87 15.84 16.87 16.01 16.11 13.87
Leverage ratio........ 7.38 7.76 7.64 7.76 7.42 6.77 6.33
Ratios of Earnings to
Fixed Charges (6)
Including interest
on deposits(4)...... 1.30 x 1.21 x 1.13 x 1.20 x 1.30 x 1.36 x 1.19 x
Excluding interest
on deposits(4)...... 2.18 x 3.88 x 1.88 x 3.08 x 5.16 x 14.92 x 11.01 x
- -----------------------
(1) Consists of mortgage-backed securities classified as investments
held-to-maturity and available-for-sale.
(2) Consists of interest-bearing deposits, investments securities classified as
investments held-to-maturity and available-for-sale, and Federal Home Loan
Bank stock.
(3) Fiscal 1992 data reflects the purchase of three branches offices during the
year.
(4) Fiscal 1996 operating results include the effect of a one-time pre-tax
payment to recapitalize the Savings Association Insurance Fund of $1.5
million. Exclusive of the special assessment, net income would have been
approximately $2.2 million; primary earnings per share would have been
$1.56; return on average assets would have been .73%; and return on average
equity would have been 9.88%. The ratio of earnings to fixed charges
including deposits would have been 1.26x and 2.75x excluding deposits.
(5) Fiscal 1994 operating results include the cumulative effect of change in
accounting principle related to accounting for income taxes of $530,000.
Exclusive of the change primary earnings per share would have been $1.33;
return on average assets would have been .68%; and return on average equity
would have been 9.33%.
(6) The consolidated ratio of earnings to fixed charges has been computed by
dividing income before income taxes, cumulative effect of change in
accounting principle and fixed charges by fixed charges. Fixed charges,
including interest on deposits, include all interest expense. Fixed
charges, excluding interest on deposits, include interest expense (other
than on deposits) on notes, federal funds purchased and securities sold
under agreements to repurchase, and other funds borrowed. There were no
amortization of notes and debentures expense nor any portion of net rental
expense which was deemed to be equivalent to interest on debt.
(7) Ratios are annualized where appropriate.
12
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the
Preferred Securities offered by this Prospectus. An investment in the Preferred
Securities involves a high degree of risk. Certain statements in this Prospectus
and documents incorporated herein by reference are forward-looking and are
identified by the use of forward-looking words or phrases such as "intended,"
"will be positioned," "expects," is or are "expected," "anticipates," and
"anticipated." These forward-looking statements are based on the Company's
current expectations. To the extent any of the information contained in this
Prospectus constitutes a "forward-looking statement" as defined in Section
27A(i)(1) of the Securities Act, the risk factors set forth below are cautionary
statements identifying important factors that could cause actual results to
differ materially from those in the forward-looking statement.
RISK FACTORS RELATING TO THE OFFERING
Preferred Securities Rank Junior to Unlimited Senior Indebtedness
The obligations of the Company under the Guarantee issued by the Company
for the benefit of the holders of Preferred Securities and under the Junior
Subordinated Debentures are subordinate and junior in right of payment to all
Senior Indebtedness. None of the Junior Subordinated Indenture, the Guarantee or
the Trust Agreement places any limitation on the amount of secured or unsecured
debt, including Senior Indebtedness, that may be incurred by the Company. See
"Description of Guarantee -- Status of the Guarantee" and "Description of Junior
Subordinated Debentures -- Subordination."
The ability of the Issuer Trust to pay amounts due on the Preferred
Securities is solely dependent upon the Company's making payments on the Junior
Subordinated Debentures as and when required.
Option to Extend Interest Payment Period; Tax Consequences
So long as no Event of Default (as defined in the Junior Subordinated
Indenture) has occurred and is continuing with respect to the Junior
Subordinated Debentures (a "Debenture Event of Default"), the Company has the
right under the Junior Subordinated Indenture to defer the payment of interest
on the Junior Subordinated Debentures at any time or from time to time for a
period not exceeding 20 consecutive quarterly periods with respect to each
Extension Period, provided that no Extension Period may extend beyond the Stated
Maturity of the Junior Subordinated Debentures. See "Description of Junior
Subordinated Debentures -- Debenture Events of Default." As a consequence of any
such deferral, quarterly Distributions on the Preferred Securities by the Issuer
Trust will be deferred during any such Extension Period. Distributions to which
holders of the Preferred Securities are entitled will accumulate additional
Distributions thereon during any Extension Period at the rate of ____% per
annum, compounded quarterly from the relevant payment date for such
Distributions, computed on the basis of a 360-day year of twelve 30-day months
and the actual days elapsed in a partial month in such period. Additional
Distributions payable for each full Distribution period will be computed by
dividing the rate per annum by four. The term "Distribution" as used herein
shall include any such additional Distributions. During any such Extension
Period, the Company may not (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of the Company's capital stock or (ii) make any payment of principal of or
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in
interest to the Junior Subordinated Debentures (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment
13
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, in connection
with a dividend reinvestment or stockholder stock purchase plan or in connection
with the issuance of capital stock of the Company (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of an exchange or conversion of any class or series of the Company's
capital stock (or any capital stock of a subsidiary of the Company) for any
class or series of the Company's capital stock or of any class or series of the
Company's indebtedness for any class or series of the Company's capital stock,
(c) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (d) any declaration of a dividend in
connection with any stockholder's rights plan, or the issuance of rights, stock
or other property under any stockholder's rights plan, or the redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock). Prior to the termination of any such Extension Period, the Company
may further defer the payment of interest, provided that no Extension Period may
exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity of
the Junior Subordinated Debentures. Upon the termination of any Extension Period
and the payment of all interest then accrued and unpaid (together with interest
thereon at the annual rate of ____%, compounded quarterly, to the extent
permitted by applicable law), the Company may elect to begin a new Extension
Period subject to the above conditions. No interest shall be due and payable
during an Extension Period, except at the end thereof. The Company must give the
Issuer Trustees notice of its election to begin an Extension Period at least one
Business Day prior to the earlier of (i) the date the Distributions on the
Preferred Securities would have been payable but for the election to begin such
Extension Period and (ii) the date the Property Trustee is required to give
notice to holders of the Preferred Securities of the record date or the date
such Distributions are payable, but in any event not less than one Business Day
prior to such record date. The Property Trustee will give notice of the
Company's election to begin a new Extension Period to the holders of the
Preferred Securities. Subject to the foregoing, there is no limitation on the
number of times that the Company may elect to begin an Extension Period. See
"Description of Preferred Securities -- Distributions" and "Description of
Junior Subordinated Debentures -- Option to Extend Interest Payment Period."
Should an Extension Period occur, a holder of Preferred Securities will
continue to accrue income (in the form of original issue discount ("OID")) for
United States federal income tax purposes in respect of its pro rata share of
the Junior Subordinated Debentures held by the Issuer Trust, which will include
a holder's pro rata share of both the stated interest and de minimis OID, if
any, on the Junior Subordinated Debentures. As a result, a holder of Preferred
Securities will include such OID in gross income for United States federal
income tax purposes in advance of the receipt of cash, and will not receive the
cash related to such income from the Issuer Trust if the holder disposes of the
Preferred Securities prior to the record date for the payment of Distributions.
See "Certain Federal Income Tax Consequences -- Interest Income and Original
Issue Discount" and "-- Sales of Preferred Securities."
The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures. However, should the Company elect to exercise such
right in the future, the market price of the Preferred Securities is likely to
be affected. A holder that disposes of his, her or its Preferred Securities
during an Extension Period, therefore, might not receive the same return on his,
her or its investment as a holder that continues to hold its Preferred
Securities. In addition, as a result of the existence of the Company's right to
defer
14
interest payments, the market price of the Preferred Securities (which represent
preferred undivided beneficial interests in the assets of the Issuer Trust) may
be more volatile than the market prices of other securities on which original
issue discount or interest accrues that are not subject to such deferrals.
Tax Event, Investment Company Event or Capital Treatment Event Redemption
Upon the occurrence and during the continuation of a Tax Event, Investment
Company Event or Capital Treatment Event, the Company has the right to redeem
the Junior Subordinated Debentures in whole, but not in part, at any time within
90 days following the occurrence of such Tax Event, Investment Company Event or
Capital Treatment Event and thereby cause a mandatory redemption of the
Preferred Securities. Any such redemption shall be at a price equal to the
liquidation amount of the Preferred Securities, together with accumulated
Distributions to but excluding the date fixed for redemption. The ability of the
Company to exercise its rights to redeem the Junior Subordinated Debentures
prior to the Stated Maturity may be subject to prior regulatory approval by the
Federal Reserve, if then required under applicable Federal Reserve capital
guidelines or policies. See "Description of Junior Subordinated Debentures --
Redemption" and "Description of Preferred Securities -- Liquidation Distribution
Upon Dissolution."
A "Tax Event" means the receipt by the Issuer Trust of an opinion of
counsel to the Company experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or as a result of
any official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of issuance of the Preferred Securities, there is more than an insubstantial
risk that (i) the Issuer Trust is, or will be within 90 days of the delivery of
such opinion, subject to United States federal income tax with respect to income
received or accrued on the Junior Subordinated Debentures, (ii) interest payable
by the Company on the Junior Subordinated Debentures is not, or within 90 days
of the delivery of such opinion will not be, deductible by the Company, in whole
or in part, for United States federal income tax purposes or (iii) the Issuer
Trust is, or will be within 90 days of the delivery of the opinion, subject to
more than a de minimis amount of other taxes, duties or other governmental
charges.
See "-- Possible Tax Law Changes Affecting the Preferred Securities" for a
discussion of certain legislative proposals that, if adopted, could give rise to
a Tax Event, which may permit the Company to cause a redemption of the Preferred
Securities prior to ____________, 2002.
"Investment Company Event" means the receipt by the Issuer Trust of an
opinion of counsel to the Company experienced in such matters to the effect
that, as a result of the occurrence of a change in law or regulation or a
written change (including any announced prospective change) in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Issuer Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which change or prospective change becomes
effective or would become effective, as the case may be, on or after the date of
the issuance of the Preferred Securities.
15
A "Capital Treatment Event" means the reasonable determination by the
Company that, as a result of the occurrence of any amendment to, or change
(including any announced prospective change) in, the laws (or any rules or
regulations thereunder) of the United States or any political subdivision
thereof or therein, or as a result of any official or administrative
pronouncement or action or judicial decision interpreting or applying such laws
or regulations, which amendment or change is effective or such pronouncement,
action or decision is announced on or after the date of issuance of the
Preferred Securities, there is more than an insubstantial risk that the Company
will not be entitled to treat an amount equal to the Liquidation Amount of the
Preferred Securities as "Tier 1 Capital" (or the then equivalent thereof) except
as otherwise restricted under the 25% Capital Limitation (as defined herein),
for purposes of the risk-based capital adequacy guidelines of the Federal
Reserve, as then in effect and applicable to the Company.
Exchange of Preferred Securities for Junior Subordinated Debentures
The holders of all the outstanding Common Securities have the right at any
time to dissolve the Issuer Trust and, after satisfaction of liabilities to
creditors of the Issuer Trust as provided by applicable law, cause the Junior
Subordinated Debentures to be distributed to the holders of the Preferred
Securities and Common Securities in liquidation of the Issuer Trust. The ability
of the Company, as holder of the Common Securities, to dissolve the Issuer Trust
may be subject to prior regulatory approval of the Federal Reserve, if then
required under applicable Federal Reserve capital guidelines or policies. See
"Description of Preferred Securities -- Liquidation Distribution Upon
Dissolution."
Under current United States federal income tax law and interpretations and
assuming, as expected, that the Issuer Trust will not be taxable as a
corporation, a distribution of the Junior Subordinated Debentures upon a
liquidation of the Issuer Trust will not be a taxable event to holders of the
Preferred Securities. However, if a Tax Event were to occur that would cause the
Issuer Trust to be subject to United States federal income tax with respect to
income received or accrued on the Junior Subordinated Debentures, a distribution
of the Junior Subordinated Debentures by the Issuer Trust would be a taxable
event to the Issuer Trust and the holders of the Preferred Securities. See
"Certain Federal Income Tax Consequences -- Distribution of Junior Subordinated
Debentures to Securityholders."
Rights Under the Guarantee
The Guarantee guarantees to the holders of the Preferred Securities the
following payments, to the extent not paid by or on behalf of the Issuer Trust:
(i) any accumulated and unpaid Distributions required to be paid on the
Preferred Securities, to the extent that the Issuer Trust has funds on hand
available therefor at the payment date, (ii) the Redemption Price with respect
to any Preferred Securities called for redemption, to the extent that the Issuer
Trust has funds on hand available therefor at such time, and (iii) upon a
voluntary or involuntary dissolution, winding up or liquidation of the Issuer
Trust (unless the Junior Subordinated Debentures are distributed to holders of
the Preferred Securities), the lesser of (a) the aggregate of the Liquidation
Amount and all accumulated and unpaid Distributions to the date of payment, to
the extent that the Issuer Trust has funds on hand available therefor at such
time, and (b) the amount of assets of the Issuer Trust remaining available for
distribution to holders of the Preferred Securities on liquidation of the Issuer
Trust. The Guarantee is subordinated as described under "-- Preferred Securities
Rank Junior to Unlimited Senior Indebtedness" and "Description of Guarantee --
Status of the Guarantee." The holders of not less than a majority in aggregate
Liquidation Amount of the outstanding Preferred Securities have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee in respect of the Guarantee or to direct the
16
exercise of any trust power conferred upon the Guarantee Trustee under the
Guarantee. Any holder of the Preferred Securities may institute a legal
proceeding directly against the Company to enforce its rights under the
Guarantee without first instituting a legal proceeding against the Issuer Trust,
the Guarantee Trustee or any other person or entity.
If the Company were to default on its obligation to pay amounts payable
under the Junior Subordinated Debentures, the Issuer Trust may lack funds for
the payment of Distributions or amounts payable on redemption of the Preferred
Securities or otherwise, and, in such event, holders of the Preferred Securities
would not be able to rely upon the Guarantee for payment of such amounts.
Instead, if a Debenture Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay any amounts payable
in respect of the Junior Subordinated Debentures on the payment date on which
such payment is due and payable, then a holder of Preferred Securities may
institute a legal proceeding directly against the Company for enforcement of
payment to such holder of any amounts payable in respect of such Junior
Subordinated Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Preferred Securities of such holder (a "Direct
Action"). In connection with such Direct Action, the Company will have a right
of set-off under the Junior Subordinated Indenture to the extent of any payment
made by the Company to such holder of Preferred Securities in the Direct Action.
Except as described herein, holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Junior
Subordinated Debentures or assert directly any other rights in respect of the
Junior Subordinated Debentures. See "Description of Junior Subordinated
Debentures -- Enforcement of Certain Rights by Holders of Preferred Securities,"
"-- Debenture Events of Default" and "Description of Guarantee." The Trust
Agreement provides that each holder of Preferred Securities by acceptance
thereof agrees to the provisions of the Guarantee and the Junior Subordinated
Indenture.
Limited Voting Rights
Holders of Preferred Securities will have no voting rights except in
limited circumstances relating generally to the modification of the Preferred
Securities and the Guarantee and the exercise of the Issuer Trust's rights as
holder of Junior Subordinated Debentures. Holders of Preferred Securities will
not be entitled to appoint, remove or replace the Property Trustee or the
Delaware Trustee except upon the occurrence of certain events specified in the
Trust Agreement. The Property Trustee and the holders of all the Common
Securities may, subject to certain conditions, amend the Trust Agreement without
the consent of holders of Preferred Securities to cure any ambiguity or make
other provisions not inconsistent with the Trust Agreement or to ensure that the
Issuer Trust (i) will not be taxable as a corporation for United States federal
income tax purposes, or (ii) will not be required to register as an "investment
company" under the Investment Company Act. See "Description of Preferred
Securities -- Voting Rights; Amendment of Trust Agreement" and "-- Removal of
Issuer Trustees; Appointment of Successors."
Absence of Market
The Preferred Securities are a new issue of securities with no established
trading market. Application has been made to list the Preferred Securities in
the Nasdaq National Market, but one of the requirements for listing and
continued listing is the presence of two market makers for the Preferred
Securities. The Company and the Issuer Trust have been advised by Ryan, Beck &
Co. ("Ryan, Beck") that it intends to make a market in the Preferred Securities.
However, Ryan, Beck is not obligated to do so and such market making may be
interrupted or discontinued at any time without notice at the sole discretion of
Ryan, Beck. Moreover, there can be no assurance of a second market maker for the
17
Preferred Securities. Accordingly, no assurance can be given as to the
development or liquidity of any market for the Preferred Securities.
Market Prices
There can be no assurance as to the market prices for Preferred
Securities, or the market prices for Junior Subordinated Debentures that may be
distributed in exchange for Preferred Securities if a liquidation of the Issuer
Trust occurs. Accordingly, the Preferred Securities or the Junior Subordinated
Debentures that a holder of Preferred Securities may receive on liquidation of
the Issuer Trust may trade at a discount to the price that the investor paid to
purchase the Preferred Securities offered hereby and holders may experience
difficulty reselling them or may be unable to sell them at all. Because holders
of Preferred Securities may receive Junior Subordinated Debentures on
termination of the Issuer Trust, prospective purchasers of Preferred Securities
are also making an investment decision with regard to the Junior Subordinated
Debentures and should carefully review all the information regarding the Junior
Subordinated Debentures contained herein. See "Description of Junior
Subordinated Debentures."
Possible Tax Law Changes Affecting the Preferred Securities
On February 6, 1997, President Clinton released his budget proposals for
fiscal year 1998. One of the revenue provisions of those proposals would
generally deny interest deductions for interest on an instrument issued by a
corporation that has a maximum term of more than 15 years and that is not shown
as indebtedness on the separate balance sheet of the issuer or, where the
instrument is issued to a related party (other than a corporation), where the
holder or some other related party issues a related instrument that is not shown
as indebtedness on the issuer's consolidated balance sheet. If enacted as
proposed by the President, this provision would be effective for instruments
issued on or after the date of first action by a Congressional committee with
respect to the proposal. It is not clear from the President's proposals as to
what constitutes Congressional "committee action" with respect to this proposal.
If the provision were to apply to the Junior Subordinated Debentures, the
Company would be unable to deduct interest on the Junior Subordinated
Debentures. There can be no assurance, however, that future legislative
proposals or final legislation will not affect the ability of the Company to
deduct interest on the Junior Subordinated Debentures. Such a change could give
rise to a Tax Event, which may permit the Company to cause a redemption of the
Preferred Securities before ____________, 2002. See "Description of Junior
Subordinated Debentures -- Redemption" and "Description of Preferred Securities
- -- Redemption." See also "Certain Federal Income Tax Consequences -- Possible
Tax Law Changes." Under current law, the Company will be able to deduct interest
on the Junior Subordinated Debentures.
RISK FACTORS RELATING TO THE COMPANY
Potential Impact of Changes in Interest Rates
The Company's profitability is dependent to a large extent on its net
interest income, which is the difference between its interest income on
interest-earning assets and its interest expense on interest-bearing
liabilities. The Company, like most financial institutions, is affected by
changes in general interest rate levels and by other economic factors beyond its
control. Interest rate risk arises from mismatches (i.e., the interest
sensitivity gap) between the dollar amount of repricing or maturing assets and
liabilities, and is measured in terms of the ratio of the interest rate
sensitivity gap to total assets. More assets repricing or maturing than
liabilities over a given time period is considered asset-sensitive and is
reflected as a positive gap, and more liabilities repricing or maturing than
assets over a given time
18
period is considered liability-sensitive and is reflected as negative gap. An
asset-sensitive position (i.e., a positive gap) will generally enhance earnings
in a rising interest rate environment and will negatively impact earnings in a
falling interest rate environment, while a liability-sensitive position (i.e., a
negative gap) will generally enhance earnings in a falling interest rate
environment and negatively impact earnings in a rising interest rate
environment. Fluctuations in interest rates are not predictable or controllable.
At September 30, 1996 and December 31, 1996, the Company had a one year
cumulative negative gap of 17.0% and 18.2%, respectively. This negative one year
gap position may, as noted above, have a negative impact on earnings in a rising
interest rate environment.
The Bank has undertaken a program to enhance the origination of consumer,
commercial real estate and commercial business loans in an effort to maintain or
improve its interest rate margins and shorten the maturity of its asset
portfolio. Management may be unsuccessful in originating additional qualified
consumer loans, commercial real estate or commercial business loans and in that
case will resort to the purchase of investment securities with lower yield. The
failure to reprice maturing assets at equal or greater yield could result in
lower interest rate margins and lower net income.
A significant increase in the level of interest rates may also have an
adverse effect on the ability of certain of the Bank's borrowers to repay their
loans.
Fluctuations in Stockholders' Equity
In addition to affecting interest income and expense, changes in interest
rates also can affect the value of the Company's investment and mortgage backed
securities and the ability to realize gains from the sale of such assets which
are included as available-for-sale. Generally, the value of fixed rate
instruments fluctuate inversely with changes in interest rates. Increases in
interest rates generally result in decreases in the carrying value of
interest-earning assets which are classified as available-for-sale, which could
adversely affect the Company's results of operations if sold by the Company or
the Company's stockholders' equity if retained by the Company as a result of
Statement of Financial Accounting Standards ("SFAS") No. 115.
The Company held investment securities for available-for-sale with a
market value of $50.9 million and an amortized cost of $51.1 million at
September 30, 1996. The market value and the amortized cost of the
mortgage-backed securities available-for-sale portfolio was $62.5 million and
$64.0 million, respectively, at September 30, 1996. Debt and equity securities
which are classified as "available-for-sale" are carried at fair value.
Unrealized gains and losses, net of income tax effect, are recorded as a
separate component of stockholders' equity and are excluded from income. As a
result, if market rates should increase in the future, then the market value of
the Company's securities available- for-sale is likely to decrease, which will
have an adverse effect upon the Company's stockholders' equity, and conversely,
a decrease in interest rates will likely cause an increase in the Company's
stockholders' equity.
Source of Funds
The Company is a legal entity separate and distinct from the Bank,
although the principal source of the Company's funds to satisfy its obligations
is dividends from the Bank. The ability of the Company to pay the interest on,
and principal of, the Junior Subordinated Debentures will be significantly
dependent on the ability of the Bank to pay dividends to the Company in amounts
sufficient to service
19
the Company's debt obligations. Payment of dividends by the Bank is restricted
by various legal and regulatory limitations based upon the Bank's regulatory
capital levels and net income.
The right of the Company to participate in the assets of any subsidiary
upon the latter's liquidation, reorganization or otherwise (and thus the ability
of the holders of Preferred Securities to benefit indirectly from any such
distribution) will be subject to the claims of the subsidiaries' creditors,
which will take priority except to the extent that the Company may itself be a
creditor with a recognized claim. As of December 31, 1996, the Company's
subsidiaries had indebtedness and other liabilities of approximately $297.2
million.
Competition
The banking business is highly competitive. In its primary market area,
the Bank competes with other commercial banks, savings and loan associations,
credit unions, finance companies, mutual funds, insurance companies, and
brokerage and investment banking firms operating locally and elsewhere. The
Bank's primary competitors have substantially greater resources and lending
limits than the Bank and may offer certain services, such as trust services,
that the Bank does not provide. The market for attracting savings deposits
and/or originating loans is very competitive which may limit the ability of the
Bank to originate loans and attract savings which provide a desirable interest
rate margin. The profitability of the Company depends upon the Bank's ability to
compete in its primary market area.
FB CAPITAL TRUST
The Issuer Trust is a statutory business trust created under Delaware law
pursuant to the filing of a certificate of trust with the Delaware Secretary of
State on April 1, 1997. The Issuer Trust will be governed by an Amended and
Restated Trust Agreement among the Company, as Depositor, Bankers Trust
(Delaware), as Delaware Trustee, and Bankers Trust Company, as Property Trustee
(together with the Delaware Trustee, the "Issuer Trustees"). Two individuals
will be selected by the holder of the Common Securities to act as administrators
with respect to the Issuer Trust (the "Administrators"). The Company, while
holder of the Common Securities, intends to select two individuals who are
employees or officers of or affiliated with the Company to serve as the
Administrators. See "Description of Preferred Securities -- Miscellaneous." The
Issuer Trust exists for the exclusive purposes of (i) issuing and selling the
Trust Securities, (ii) using the proceeds from the sale of the Trust Securities
to acquire the Junior Subordinated Debentures and (iii) engaging in only those
other activities necessary, convenient or incidental thereto (such as
registering the transfer of the Trust Securities). Accordingly, the Junior
Subordinated Debentures will be the sole assets of the Issuer Trust, and
payments under the Junior Subordinated Debentures will be the sole source of
revenue of the Issuer Trust.
All the Common Securities will initially be owned by the Company. The
Common Securities will rank pari passu, and payments will be made thereon pro
rata, with the Preferred Securities, except that upon the occurrence and during
the continuation of a Debenture Event of Default arising as a result of any
failure by the Company to pay any amounts in respect of the Junior Subordinated
Debentures when due, the rights of the holder of the Common Securities to
payment in respect of Distributions and payments upon liquidation, redemption or
otherwise will be subordinated to the rights of the holders of the Preferred
Securities. See "Description of Preferred Securities -- Subordination of Common
Securities." The Company will acquire Common Securities in an aggregate
liquidation amount equal to 3% of the total capital of the Issuer Trust. The
Issuer Trust has a term of 31 years, but may terminate earlier as provided in
the Trust Agreement. The address of the Delaware Trustee is Bankers Trust
20
(Delaware), 1001 Jefferson Street, Wilmington, Delaware 19801, telephone number
(302) 576-3301. The address of the Property Trustee, the Guarantee Trustee and
the Debenture Trustee is Bankers Trust Company, Four Albany Street, 4th Floor,
New York, New York 10006, telephone number (212) 250-2500.
USE OF PROCEEDS
All the proceeds to the Issuer Trust from the sale of the Preferred
Securities will be invested by the Issuer Trust in the Junior Subordinated
Debentures. The proceeds from the sale of the Preferred Securities are expected
to qualify as Tier 1 or core capital with respect to the Company under the
guidelines established by the Federal Reserve, however capital received from the
proceeds of the sale of the Preferred Securities cannot constitute more than 25%
of the total Tier 1 capital of the Company (the "25% Capital Limitation").
Amounts in excess of the 25% Capital Limitation will constitute Tier 2 or
supplementary capital of the Company. The net proceeds to the Company from the
sale of the Junior Subordinated Debentures are estimated to be approximately
$______ million ($ _____ million if the Underwriter's over-allotment option is
exercised in full). A portion of the net proceeds to be received by the Company
from the sale of the Junior Subordinated Debentures may be used to make capital
contributions through investments in or advances to the Bank. The remainder of
the proceeds will be retained by the Company and may be used to repurchase stock
and for other general corporate purposes as well as to meet debt service
obligations of the Company pursuant to the Junior Subordinated Debentures.
Pending such use, the net proceeds may be temporarily invested in short-term
obligations. The precise amounts and timing of the application of proceeds will
depend upon the funding requirements of the Company and its subsidiaries and the
availability of other funds.
21
CAPITALIZATION
The following table sets forth (i) the consolidated capitalization of the
Company at December 31, 1996, (ii) the consolidated capitalization of the
Company giving effect to the issuance of the Preferred Securities hereby offered
by FB Capital Trust and application by the Company of the net proceeds from the
corresponding sale of the Junior Subordinated Debentures to FB Capital Trust as
if the sale of the Preferred Securities had been consummated on December 31,
1996, and assuming the Underwriter's over-allotment was not exercised, and (iii)
the actual and pro forma capital ratios of the Company.
(Unaudited)
As Adjusted for
Sale of
Actual Preferred Securities
------ --------------------
(Dollars in Thousands)
INDEBTEDNESS:
FHLB Advances ..................................... $13,000 $13,000
Guaranteed preferred beneficial interests in the
Company's subordinated debt (1).................... -- 10,000
SHAREHOLDERS' EQUITY:
Preferred Stock $.01 par value, 5,000,000 shares
authorized, none issued......................... -- --
Common Stock $0.01 par value - 10,000,000
shares authorized; 1,380,977 outstanding............ 14 14
Surplus.............................................. 10,496 10,496
Unrealized loss on securities available for sale,
net of income taxes................................ (411) (411)
Retained Earnings.................................... 13,036 13,036
-------- --------
Total Stockholders' equity....................... 23,135 23,135
-------- --------
Total Capitalization................................. $ 36,135 $ 46,135
======== ========
COMPANY CAPITAL RATIOS(2):
Equity to total assets............................... 7.22% 7.02%
Tier 1 risk-based capital ratio(3)................... 15.10 20.14
Total risk-based capital ratio....................... 16.15 21.19
Leverage ratio (4)................................... 7.38 9.77
- ------------------------
(1)Preferred Securities representing beneficial interests in an aggregate
principal amount of $10,000,000 of the ____% Junior Subordinated
Debentures of the Company. The Junior Subordinated Debentures will mature
on ____________, 2027.
(2)The capital ratios, as adjusted, are computed including the total
estimated net proceeds from the sale of the Preferred Securities, in a
manner consistent with Federal Reserve guidelines.
(3)Federal Reserve guidelines for calculation of Tier 1 capital limit the
amount of cumulative preferred stock which can be included in Tier 1
capital to 25% of total Tier 1 capital.
(4)The leverage ratio is Tier 1 capital divided by the average total assets
less intangibles.
22
ACCOUNTING TREATMENT
For financial reporting purposes, the Issuer Trust will be treated as a
subsidiary of the Company and, accordingly, the accounts of the Issuer Trust
will be included in the consolidated financial statements of the Company. The
Preferred Securities will be included in the consolidated statement of financial
condition of the Company and appropriate disclosures about the Preferred
Securities, the Guarantee and the Junior Subordinated Debentures will be
included in the notes to the consolidated financial statements of the Company.
For financial reporting purposes, Distributions on the Preferred Securities will
be recorded in the consolidated statements of income of the Company.
DESCRIPTION OF PREFERRED SECURITIES
Pursuant to the terms of the Trust Agreement for the Issuer Trust, the
Issuer Trustees on behalf of the Issuer Trust will issue the Preferred
Securities and the Common Securities. The Preferred Securities will represent
preferred undivided beneficial interests in the assets of the Issuer Trust and
the holders thereof will be entitled to a preference in certain circumstances
with respect to Distributions and amounts payable on redemption or liquidation
over the Common Securities, as well as other benefits as described in the Trust
Agreement. This summary of certain provisions of the Preferred Securities and
the Trust Agreement does not purport to be complete and is subject to, and
qualified in its entirety by reference to, all the provisions of the Trust
Agreement, including the definitions therein of certain terms. Wherever
particular defined terms of the Trust Agreement are referred to herein, such
defined terms are incorporated herein by reference. A copy of the form of the
Trust Agreement is available upon request from the Issuer Trustees.
General
The Preferred Securities will be limited to $10,000,000 aggregate
Liquidation Amount outstanding (which amount may be increased by up to
$1,000,000 aggregate liquidation amount of Preferred Securities for exercise of
the Underwriter's over-allotment option). See "Underwriting." The Preferred
Securities will rank pari passu, and payments will be made thereon pro rata,
with the Common Securities except as described under "-- Subordination of Common
Securities." The Junior Subordinated Debentures will be registered in the name
of the Issuer Trust and held by the Property Trustee in trust for the benefit of
the holders of the Preferred Securities and Common Securities. The Guarantee
will be a guarantee on a subordinated basis with respect to the Preferred
Securities but will not guarantee payment of Distributions or amounts payable on
redemption or liquidation of such Preferred Securities when the Issuer Trust
does not have funds on hand available to make such payments. See "Description of
Guarantee."
Distributions
The Preferred Securities represent preferred undivided beneficial
interests in the assets of the Issuer Trust, and Distributions on each Preferred
Security will be payable at the annual rate of ____% of the stated Liquidation
Amount of $10, payable quarterly in arrears on the 15th day of January, April,
July and October of each year (each a "Distribution Date"), to the holders of
the Preferred Securities at the close of business on the 1st day of January,
April, July and October (whether or not a Business Day (as defined below)) next
preceding the relevant Distribution Date. Distributions on the Preferred
Securities will be cumulative. Distributions will accumulate from ____________,
1997. The first Distribution Date for the Preferred Securities will be
____________, 1997. The amount of Distributions
23
payable for any period less than a full Distribution period will be computed on
the basis of a 360-day year of twelve 30-day months and the actual days elapsed
in a partial month in such period. Distributions payable for each full
Distribution period will be computed by dividing the rate per annum by four. If
any date on which Distributions are payable on the Preferred Securities is not a
Business Day, then payment of the Distributions payable on such date will be
made on the next succeeding day that is a Business Day (without any additional
Distributions or other payment in respect of any such delay), with the same
force and effect as if made on the date such payment was originally payable.
So long as no Debenture Event of Default has occurred and is continuing,
the Company has the right under the Junior Subordinated Indenture to defer the
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
* Registration Fees.................................... $2,600
* Legal Services (including Underwriter's counsel)..... 175,000
* Printing and Engraving............................... 25,000
* Nasdaq Listing Fees.................................. 10,600
* Accounting Fees...................................... 35,000
* Trustee Fees and Expenses............................ 20,000
* Blue Sky Fees and Expenses........................... 5,000
* Miscellaneous........................................ 6,800
-------
* TOTAL................................................ $280,000
=======
Item 15. Indemnification of Directors and Officers.
Section 1741 of the Pennsylvania Business Corporation Law provides that
an officer, director, employee or agent may be indemnified by the Company from
and against expenses, judgments, fines, settlements and other amounts actually
and reasonably incurred in connection with threatened, pending or contemplated
proceedings (other than an action by or in the right of the Company) if such
person acted in good faith and in a manner that such person reasonably believes
to be in, or not opposed to, the best interests of the Company.
Provisions regarding indemnification of directors, officers, employees
or agents of the Company are contained in Article 9 of the Company's Articles of
Incorporation.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended.
Item 16. Exhibits:
The exhibits filed as part of this Registration Statement are as
follows:
1.1 Form of Underwriting Agreement. *
3.1 Articles of Incorporation of Fidelity Bancorp, Inc. **
3.2 Bylaws of Fidelity Bancorp, Inc. **
4.1 Form of Junior Subordinated Indenture.
4.2 Form of Junior Subordinated Debenture Certificate.
4.3 Form of Trust Agreement.
4.4 Form of Amended and Restated Trust Agreement.
4.5 Form of Preferred Security.
4.6 Form of Guarantee.
5.1 Opinion of Richards, Layton & Finger.*
5.2 Opinion of Malizia, Spidi, Sloane, & Fisch, P.C.*
8.1 Tax Opinion of Malizia, Spidi, Sloane, & Fisch, P.C.*
10.1 Employment Agreement with William L. Windisch. ***
10.2 Employee Stock Ownership Plan, as amended. **
10.3 Employee Stock Compensation Program.**
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Richards, Layton & Finger (included in
Exhibit 5.1).
23.3 Consent of Malizia, Spidi, Sloane & Fisch, P.C.
(included in Exhibit 5.2).
24.1 Power of Attorney
25.1 Statement of Eligibility under the Trust Indenture Act
of 1939, as amended, of Bankers Trust Company, as trustee
under the Junior Subordinated Indenture, the Amended and
Restated Trust Agreement and the Guarantee Agreement
relating to FB Capital Trust. *
- -------------------
* To be filed by amendment
** Incorporated by reference to the registrant's Registration Statement on
Form S-4, file no. 33-55384.
*** Incorporated by reference to registrant's Annual Report on Form 10-KSB
for the year ended September 30, 1996 filed with the Securities and
Exchange Commission on December 23, 1996.
Item 17. Undertakings
Each of the undersigned Registrants hereby undertake:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, as amended, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, and is therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the registrants
of expenses incurred or paid by a director, officer or controlling person of the
registrants in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Pittsburgh, Pennsylvania, as of April 3, 1997.
FIDELITY BANCORP, INC.
By: /s/William L. Windisch
---------------------------------------------------
William L. Windisch
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated as of April 3, 1997.
/s/William L. Windisch /s/Richard G. Spencer
- ------------------------------------- ---------------------------------------
William L. Windisch Richard G. Spencer
President and Chief Executive Officer Vice President and Treasurer (Principal
(Principal Executive Officer) Financial and Accounting Officer)
/s/John R. Gales /s/Robert F. Kastelic
- ------------------------------------- ---------------------------------------
John R. Gales Robert F. Kastelic
Director Director
/s/Oliver D. Keefer /s/Charles E. Nettrour
- ------------------------------------- ---------------------------------------
Oliver D. Keefer Charles E. Nettrour
Director Director
/s/Joanne Ross Wilder
---------------------------------------
Joanne Ross Wilder
Director
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Issuer Trust certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-2 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Pittsburgh, Pennsylvania, as of April 3, 1997.
FB CAPITAL TRUST
By: FIDELITY BANCORP, INC.
as Depositor
By: /s/William L. Windisch
---------------------------------------
William L. Windisch
President and Chief Executive Officer
As filed with the Securities and Exchange Commission on April 3, 1997
Registration Nos. 333- -01
333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
EXHIBITS TO
FORM S-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
FB CAPITAL TRUST
FIDELITY BANCORP, INC.
----------------------------------------------------------
(Exact Name of Registrants as Specified in their Charters)
Delaware Requested
Pennsylvania 6035 25-1705405
- --------------------------------- --------------------------- --------------------
(States or Other Jurisdictions (Primary Standard Industry (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Nos.)
1009 Perry Highway, Pittsburgh, Pennsylvania 15237
(412) 367-3300
------------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrants' Principal Executive Offices)
Mr. William L. Windisch
President and Chief Executive Officer
Fidelity Bancorp, Inc.
1009 Perry Highway, Pittsburgh, Pennsylvania 15237
(412) 367-3300
- --------------------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Please send copies of all communications to:
Samuel J. Malizia, Esq. Ronald H. Janis, Esq.
John J. Spidi, Esq. PITNEY, HARDIN, KIPP & SZUCH
MALIZIA, SPIDI, SLOANE & FISCH, P.C. P.O. Box 1945
1301 K Street, N.W, Suite 700 East Morristown, New Jersey 07962-1945
Washington, D.C. 20005
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
INDEX TO EXHIBITS TO FORM S-2
1.1 Form of Underwriting Agreement. *
3.1 Articles of Incorporation of Fidelity Bancorp, Inc. **
3.2 Bylaws of Fidelity Bancorp, Inc. **
4.1 Form of Junior Subordinated Indenture.
4.2 Form of Junior Subordinated Debenture Certificate.
4.3 Form of Trust Agreement.
4.4 Form of Amended and Restated Trust Agreement.
4.5 Form of Preferred Security.
4.6 Form of Guarantee.
5.1 Opinion of Richards, Layton & Finger.*
5.2 Opinion of Malizia, Spidi, Sloane, & Fisch, P.C.*
8.1 Tax Opinion of Malizia, Spidi, Sloane, & Fisch, P.C.*
10.1 Employment Agreement with William L. Windisch. ***
10.2 Employee Stock Ownership Plan, as amended.**
10.3 Employee Stock Compensation Program.**
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.1).
23.3 Consent of Malizia, Spidi, Sloane & Fisch, P.C. (included in Exhibit 5.2).
24.1 Power of Attorney
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
Bankers Trust Company, as trustee under the Junior Subordinated Indenture, the
Amended and Restated Trust Agreement and the Guarantee Agreement relating
to FB Capital Trust. *
- --------------------
* To be filed by amendment.
** Incorporated by reference to the registrant's Registration Statement on
Form S-4, file no. 33- 55384.
*** Incorporated by reference to registrant's Annual Report on Form 10-KSB for
the year ended September 30, 1996, filed with the Securities and Exchange
Commission on December 23, 1996.