FORM 10-Q
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2000.
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to Commission File Number: to be assigned
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FIDELITY D & D BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-3017653
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Blakely and Drinker Streets
Dunmore, Pennsylvania 18512
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(Address of principal executive offices)(Zip Code)
(570) 342-8281
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(Registrant's telephone number, including area code)
N/A
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(Former Name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Common Stock, without par value 5
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Class Outstanding Shares at May 10, 2000
INDEX
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements (Unaudited)
Balance Sheet as of March 31, 2000 3
Statement of Operations and Deficit for the
Three Month Period Ended March 31, 2000 4
Statement of Cash Flows for the
Three Month Period Ended March 31, 2000 4
Note to Financial Statements 5
Fidelity D & D Bancorp, Inc. ("Registrant") has also attached as
Exhibit 99 the Quarterly Report on Form 10-Q for the period ended March
31, 2000, of The Fidelity Deposit and Discount Bank ("Bank"), which
Registrant proposes to acquire, containing financial statements for the
Bank for the period ended March 31, 2000 (Item 1).
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
See the Bank's Quarterly Report on Form 10-Q, Item 2, attached as
Exhibit 99.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
See the Bank's Quarterly Report on Form 10-Q, Item 3, attached as
Exhibit 99.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 5
Item 2. Changes in Securities and Use of Proceeds 5
Item 3. Defaults Upon Senior Securities 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Item 5. Other information 5
2
Page
Item 6. Exhibits and Reports on Form 8-K. 5
Signature Page 7
PART I. FINANCIAL INFORMATION
FIDELITY D&D BANCORP, INC.
BALANCE SHEET
As of March 31, 2000
(unaudited)
ASSETS
Cash $5
Deferred income tax 29,633
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Total assets $ 29,638
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LIABILITIES
Due to affiliate $ 87,157
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Shareholders' Deficit
Common stock (10,000,000 shares authorized,
5 shares issued and outstanding, without par value) 5
Preferred stock (5,000,000 shares authorized,
without par value, no shares issued and outstanding) 0
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Deficit (57,523)
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Total shareholders' deficit (57,518)
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Total liabilities and shareholders' deficit $ 29,638
==========
See Note to Financial Statements.
3
FIDELITY D&D BANCORP, INC.
STATEMENT OF OPERATIONS AND DEFICIT
Three Month Period Ended March 31, 2000
(unaudited)
March 31, 2000
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Revenues $0
Organization costs 87,157
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Loss before income taxes (87,157)
Income tax credit 29,633
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Net loss (57,523)
Beginning deficit 0
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Ending deficit ($57,523)
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See Note to Financial Statements.
FIDELITY D&D BANCORP, INC.
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2000
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (57,523)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income tax (29,633)
Change in due to affiliate 87,157
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Net cash used in operating activities 0
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CASH FLOW FROM FINANCING ACTIVITY:
Proceeds from issuance of common stock 5
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Net increase in cash 5
Cash, beginning of period 0
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Cash, end of period $ 5
==========
See Note to Financial Statements.
4
NOTE TO FINANCIAL STATEMENTS
Fidelity D & D Bancorp, Inc., (the Company), was incorporated to serve
as the stock holding company for The Fidelity Deposit & Discount Bank, (the
Bank), in connection with the Bank's reorganization into a one-bank holding
company structure. As of March 31, 2000, the Bank has not completed its
reorganization. The Company has expensed costs incurred with the reorganization.
The deferred income tax asset relates to the tax treatment of the
organization costs.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 2.1 Plan of Reorganization, dated December 21, 1999,
by and among Registrant, The Fidelity Deposit and
Discount Bank and The Fidelity Deposit and
Discount Interim Bank, incorporated by reference
to Annex A of the Proxy Statement/Prospectus
included in Registrant's Amendment No. 4 to its
Registration Statement No. 333-90273 on Form S-4,
filed with the Commission on April 6, 2000.
Exhibit 2.2 Plan of Merger, dated December 21, 1999, between
The Fidelity Deposit and Discount Bank and The
Fidelity Deposit and Discount Interim Bank,
incorporated by reference to Annex A of the Proxy
Statement/Prospectus included in Registrant's
Amendment No. 4 to its
5
Registration Statement No. 333-90273 on Form S-4,
filed with the Commission on April 6, 2000.
Exhibit 3(i) Amended and Restated Articles of Incorporation of
Registrant, incorporated by reference to Annex B
of the Proxy Statement/Prospectus included in
Registrant's Amendment No. 4 to its Registration
Statement No. 333-90273 on Form S-4, filed with
the Commission on April 6, 2000.
Exhibit 3(ii) Bylaws of Registrant, incorporated by reference
to Annex C of the Proxy Statement/ Prospectus
included in Registrant's Amendment No. 4 to its
Registration Statement No. 333-90273 on Form S-4,
filed with the Commission on April 6, 2000.
Exhibit 27 Financial Data Schedule
Exhibit 99 Quarterly Report on Form 10-Q for The Fidelity
Deposit and Discount Bank, for the quarterly
period ended March 31, 2000.
b. No reports on Form 8-K were filed for the quarter ending
March 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIDELITY D & D BANCORP, INC.
Date May 11, 2000 /s/ Michael F. Marranca
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Michael F. Marranca, President
(Chief Executive Officer)
Date May 11, 2000 /s/ Robert P. Farrell
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Robert P. Farrell, Treasurer
(Chief Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit Number
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Exhibit 2.1 Plan of Reorganization, dated December 21, 1999, by and among
Registrant, The Fidelity Deposit and Discount Bank and The
Fidelity Deposit and Discount Interim Bank, incorporated by
reference to Annex A of the Proxy Statement/Prospectus included
in Registrant's Amendment No. 4 to its Registration Statement No.
333-90273 on Form S-4, filed with the Commission on April 6,
2000.
Exhibit 2.2 Plan of Merger, dated December 21, 1999, between TheFidelity
Deposit and Discount Bank and The Fidelity Deposit and Discount
Interim Bank, incorporated by reference to Annex A of the Proxy
Statement/Prospectus included in Registrant's Amendment No. 4 to
its Registration Statement No. 333-90273 on Form S-4, filed with
the Commission on April 6, 2000.
Exhibit 3(i) Amended and Restated Articles of Incorporation of Registrant,
incorporated by reference to Annex B of the Proxy Statement/
Prospectus included in Registrant's Amendment No. 4 to its
Registration Statement No. 333-90273 on Form S-4, filed with the
Commission on April 6, 2000.
Exhibit 3(ii) Bylaws of Registrant, incorporated by reference to Annex C of
the Proxy Statement/Prospectus included in Registrant's
Amendment No. 4 to its Registration Statement No. 333-90273 on
Form S-4, filed with the Commission on April 6, 2000.
Exhibit 27 Financial Data Schedule
Exhibit 99 Quarterly Report on Form 10-Q for The Fidelity Deposit and
Discount Bank, for the quarterly period ended March 31, 2000.
8