SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 11, 2003
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(Date of earliest event reported)
First Bell Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25172 25-1752651
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801
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(Address of principal executive offices) (Zip Code)
(302) 427-7883
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Item 5. Other Events and Regulation FD Disclosure
On March 11, 2002, First Bell Bancorp, Inc. ("First Bell
Bancorp") and its wholly-owned subsidiary, Bell Federal Savings
and Loan Association of Bellevue ("Bell Federal Savings"), entered
into an Agreement and Plan of Merger (the "Agreement") with
Northwest Bancorp, MHC, Northwest Bancorp, Inc. ("Northwest Bancorp"),
a majority-owned subsidiary of Northwest Bancorp, MHC, Northwest
Savings Bank, a wholly-owned subsidiary of Northwest Bancorp, and
Northwest Merger Subsidiary, Inc., a wholly-owned subsidiary of
Northwest Bancorp, which sets forth the terms and conditions under
which (i) Northwest Merger Subsidiary, Inc. shall merge with and into
First Bell Bancorp, with First Bell Bancorp as the surviving entity
(the "Merger"), (ii) subsequent to consummation of the Merger,
First Bell Bancorp shall merge with or liquidate into Northwest
Bancorp, with Northwest Bancorp as the surviving entity, and
(iii) subsequent to consummation of the Merger, Bell Federal
Savings shall merge with and into Northwest Savings Bank, with
Northwest Savings Bank as the surviving entity (the "Bank
Merger"). The Agreement provides, among other things, that as a
result of the Merger each outstanding share of common stock of
First Bell Bancorp (subject to certain exceptions) will be
automatically converted into the right to receive an amount equal
to $26.25 in cash, without interest.
Consummation of the Merger is subject to a number of
customary conditions, including, but not limited to, the approval
of the Agreement by the stockholders of First Bell Bancorp and
the receipt of requisite regulatory approvals of the Merger.
All of the directors of First Bell Bancorp, who own in the
aggregate approximately 12.7% of the outstanding shares of common
stock of First Bell Bancorp (including unexercised vested stock
options), have entered into Letter Agreements with Northwest
Bancorp, pursuant to which these directors have agreed to vote
in favor of approval of the Agreement all of their shares of such
common stock which they are entitled to so vote.
The foregoing description of the Agreement is qualified in
its entirety by reference to the Agreement, a copy of which is
included as Exhibit 2.1 to this report and is incorporated herein
by reference. In addition, the foregoing description of the
Letter Agreements is qualified in its entirety by reference to
such Letter Agreements, a copy of the form of such agreements is
included as Exhibit 10.2 to this report and is incorporated
herein by reference.
For additional information, reference is made to the press
release announcing the Agreement, a copy of which is included as
Exhibit 99.1 to this report and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
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(c) The following exhibits are included with this Report:
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
March 11, 2003, by and among Northwest Bancorp,
MHC, Northwest Bancorp, Northwest Merger
Subsidiary, Inc., Northwest Savings Bank, First
Bell Bancorp and Bell Federal Savings (1)
10.1 Form of Plan of Merger between Northwest
Savings Bank and Bell Federal Savings (included
as Exhibit A to Exhibit 2.1)(1)
10.2 Form of Letter Agreement between each director
of First Bell Bancorp and Northwest Bancorp
(included as Exhibit B to Exhibit 2.1)(1)
10.3 Form of Opinion of Counsel to be delivered to
Northwest Bancorp (included as Exhibit C to
Exhibit 2.1)(1)
10.4 Form of Termination and Release Agreement
entered into by each of Albert H. Eckert, II
and Jeffrey M. Hinds and First Bell Bancorp
and Bell Federal Savings (included as Exhibit
D to Exhibit 2.1)(1)
10.5 Form of Noncompetition Agreement entered into
by each of Albert H. Eckert, II and Jeffrey M.
Hinds and Northwest Bancorp (included as Exhibit
E to Exhibit 2.1)(1)
99.1 Press Release, dated March 12, 2003(2)
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(1) Incorporated by reference from the Current Report on
Form 8-K filed by Northwest Bancorp, Inc. (File No.
0-23817) on March 12, 2003.
(2) Incorporated by reference from the filing by First Bell
Bancorp pursuant to Rule 14a-12 under the Securities Exchange
Act of 1934 on March 12, 2003.
* * *
Information contained in this report and the exhibits attached
hereto may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements
are inherently uncertain, and actual results may differ from First
Bell Bancorp's expectations. Risk factors that could cause actual
results to differ materially from these forward looking statements
include, without limitation, changes in general economic conditions
or regulatory requirements, and changes in the assumptions used in
making such forward looking statements.
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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.
FIRST BELL BANCORP, INC.
By: /s/ Jeffrey M. Hinds
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Jeffrey M. Hinds
Executive Vice President and
Chief Financial Officer
Date: March 13, 2003
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