-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E+n4tyAXLGvZsuyj4v8Nm3P/gdr+9BaeADytoFs9pgPKqvKDQZXD7puphwHFAmvE VUYBBh9s+ThnRO+TvghMNA== 0000912219-03-000007.txt : 20030626 0000912219-03-000007.hdr.sgml : 20030626 20030626130803 ACCESSION NUMBER: 0000912219-03-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030626 ITEM INFORMATION: Other events FILED AS OF DATE: 20030626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY BANCORP INC /DE/ CENTRAL INDEX KEY: 0000912219 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 363915246 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12753 FILM NUMBER: 03758171 BUSINESS ADDRESS: STREET 1: 5455 WEST BELMONT AVENUE CITY: CHICAGO STATE: IL ZIP: 60641 BUSINESS PHONE: 7737364414 MAIL ADDRESS: STREET 1: 5455 WEST BELMONT AVENUE CITY: CHICAGO STATE: IL ZIP: 60641 8-K 1 june268k.txt =============================================================================== 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 Commission file number 1-12753 DATE OF REPORT June 26, 2003 (Date of earliest event reported) June 26, 2003 Fidelity Bancorp, Inc. (Exact name of registrant as specified in its charter) Delaware 36-3915246 (State of Incorporation) (I.R.S. Employer Identification No.) 5455 W. Belmont, Chicago, Illinois, 60641 (Address of principal executive offices) (773) 736-4414 (Registrant's telephone number, including area code) =============================================================================== 1 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On June 26, 2003, Fidelity Bancorp, Inc. issued an earnings release announcing a declaration of a special dividend to stockholders. A copy of the press release is attached as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 99.1 Press Release dated June 26, 2003. 2 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 hereunto duly authorized. FIDELITY BANCORP, INC. Dated: June 26, 2003 By:/s/ RAYMOND S. STOLARCZYK ____________________________ Raymond S. Stolarczyk Chairman and Chief Executive Officer EX-99 2 div626.txt DIVIDEND PRESS RELEASE DATED JUNE 26, 2003 Exhibit 99.1 News Release FOR IMMEDIATE RELEASE THURSDAY, JUNE 26, 2003 Contact: Raymond S. Stolarczyk or Thomas E. Bentel or Elizabeth A. Doolan Chairman & CEO President & COO Sr. Vice President & CFO 773.736.4414 FIDELITY BANCORP ANNOUNCES SPECIAL DIVIDEND OF $0.05 PER SHARE CHICAGO, June 26, 2003 Fidelity Bancorp, Inc. (Nasdaq:FBCI), the parent company of Fidelity Federal Savings Bank, announced the declaration of a special dividend of $0.05 per share, payable July 14, 2003, to stockholders of record as of July 7, 2003. The dividend was declared in anticipation of the previously announced merger transaction between MAF Bancorp, Inc. and the Company. The stockholders of the Company are scheduled to consider the approval of the transaction with MAF at a special stockholders meeting to be held on July 16, 2003. The merger agreement provides for stockholders of the Company to receive 0.89 shares of MAF common stock for each share of Fidelity Bancorp common stock that they own. Assuming the merger transaction closes as currently expected in mid- to late-July, 2003, Fidelity holders receiving MAF stock in the merger who continue to hold those shares will be eligible to receive dividends declared by MAF after the closing of the merger transaction. This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company's management and on information currently available to management, are generally identifiable by the use of words such as "believe," "expect," "anticipate," "plan," "intend," "estimate," "may," "will," "would," "could," "should" or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) unanticipated delay in the date of the special stockholders meeting or failure to obtain stockholder approval of MAF's proposed acquisition of Fidelity; (ii) unexpected difficulty or delay in consummation of the pending merger transaction; or (iii) a material adverse change in either Fidelity's or MAF's business, results of operations, financial condition or prospects which could interfere with consummation of the merger transaction. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----