-----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, OaaY9KdF+YX+kalQB/InRpPYFtU5ctBsTVs8p2Y1FXQMVr8FY4GrI1oFBItjYrfR mfH7csqXDrVtqz8VsMuDSg== 0000912219-03-000008.txt : 20030716 0000912219-03-000008.hdr.sgml : 20030716 20030716130502 ACCESSION NUMBER: 0000912219-03-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030716 ITEM INFORMATION: Other events FILED AS OF DATE: 20030716 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: 03788803 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 july168k.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 (Date of earliest event reported) July 16, 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 9. REGULATION FD DISCLOSURE. On July 16, 2003, Fidelity Bancorp, Inc. and MAF Bancorp, Inc. issued a press release announcing that at a special meeting of stockholders held on July 16, 2003, Fidelity's stockholders adopted and approved the Agreement and Plan of Reorganization dated as of December 16, 2002 by and among Fidelity Bancorp, Inc. and MAF Bancorp, Inc. and the pending merger of Fidelity Bancorp, Inc. with and into MAF Bancorp, Inc. The press release is attached as Exhibit 99.1 and incorporated by reference. Forward Looking Information Statements contained in this Current Report on Form 8-K that are not historical facts constitute forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended), which involve significant risks and uncertainties. MAF and Fidelity intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Factors which could have an effect on the timing of the closing of the merger of Fidelity into MAF include, but are not limited to, unanticipated developments that could have a material adverse effect on MAF or Fidelity or unexpected developments affecting MAF's or Fidelity's ability to satisfy any conditions to closing. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 99.1 Press Release dated July 16, 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: July 16, 2003 By:/s/ RAYMOND S. STOLARCZYK ____________________________ Raymond S. Stolarczyk Chairman and Chief Executive Officer EX-99 3 july16pr.txt PRESS RELEASE DATED JULY 16, 2003 Exhibit 99.1 FOR IMMEDIATE RELEASE FOR: MAF Bancorp, Inc. Fidelity Bancorp, Inc. 55th Street & Holmes Avenue 5455 W. Belmont Avenue Clarendon Hills, IL 60514 Chicago, IL 60641 CONTACTS: Allen H. Koranda, Chairman Raymond S. Stolarczyk, and Chief Executive Officer Chairman and CEO Jerry A. Weberling, EVP and Thomas E. Bentel Chief Financial Officer President and COO (630) 887-5999 (773) 736-4414 STOCKHOLDERS OF FIDELITY BANCORP, INC. APPROVE MERGER WITH MAF BANCORP, INC. Clarendon Hills, Illinois and Chicago, Illinois, July 16, 2002 - MAF Bancorp, Inc. (NASDAQ:MAFB) and Fidelity Bancorp, Inc. (NASDAQ:FBCI) jointly announced today that at a special meeting of stockholders held on July 16, 2003, Fidelity's stockholders adopted and approved the Agreement and Plan of Reorganization, dated as of December 16, 2002, by and among MAF and Fidelity and the resulting merger of Fidelity with and into MAF. Pursuant to the merger agreement, each share of Fidelity common stock will be converted into the right to receive 0.89 shares of MAF common stock. Based on the closing price of MAF common stock on July 15, 2003, the transaction has a current value of $115 million in the aggregate and $35.16 per share of Fidelity common stock. The transaction, which is subject to customary closing conditions, is scheduled to close in mid- to late- July 2003. All required regulatory approvals for the merger have been obtained. In connection with the merger, Fidelity's bank subsidiary, Fidelity Federal Savings Bank, will be merged with and into Mid America Bank, a wholly-owned subsidiary of MAF Bancorp. The merger of the banks will provide Mid America Bank with five additional branch locations in the Chicago area. MAF is the parent company of Mid America Bank, a federally chartered stock savings bank headquartered in Clarendon Hills, IL. At March 31, 2003 the company had assets of $6.0 billion, deposits of $3.8 billion and stockholders' equity of $517 million. The Bank operates a network of 37 retail banking offices primarily in Chicago and its western suburbs. MAF's common stock trades on the Nasdaq Stock Market under the symbol MAFB. Fidelity is the holding company for Fidelity Federal Savings Bank, a federally chartered stock savings bank headquartered in Chicago, IL. At March 31, 2003, Fidelity had assets of $723 million, deposits of $458 million, and stockholders' equity of $62 million. Fidelity's common stock trades on the Nasdaq Stock Market under the symbol FBCI. Forward-Looking Information Statements contained in this news release that are not historical facts constitute forward-looking statements (within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended), which involve significant risks and uncertainties. MAF and Fidelity intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of invoking these safe harbor provisions. Factors which could have an effect on the timing of the closing of the merger of Fidelity into MAF include, but are not limited to, unanticipated developments that could have a material adverse effect on MAF or Fidelity or unexpected developments affecting MAF's or Fidelity's ability to satisfy any conditions to closing. -----END PRIVACY-ENHANCED MESSAGE-----