SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
PENNWOOD BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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FIDELITY 1009 PERRY HIGHWAY*PITTSBURGH, PENNSYLVANIA 15237
Bancorp, Inc. TELEPHONE 412/367-3300*FAX412/364-6504
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______________________________________________________________________________
PRESS RELEASE
______________________________________________________________________________
RELEASE DATE: CONTACT:
February 18, 2000 Fidelity Bancorp, Inc.
William L. Windisch
(412) 367-3300
Pennwood Bancorp, Inc.
Paul S. Pieffer
(412) 761-1234
FIDELITY BANCORP, INC. ANNOUNCES MERGER
WITH PENNWOOD BANCORP, INC
Pittsburgh, Pennsylvania, February 18, 2000: Fidelity Bancorp, Inc.
(NASDAQ -- "FSBI") and Pennwood Bancorp, Inc. ("OTC BB -- "PWBK") jointly
announced today the signing of a Definitive Agreement and Plan of Merger,
whereby Fidelity will acquire all of the outstanding common stock of Pennwood
for $13.10 per share in cash. This represents an acquisition value of
approximately $7.5 million or 113% of Pennwood's stated book value at December
31, 1999. The acquisition is subject to several contingencies, including
approval by the stockholders of Pennwood and receipt of regulatory approval.
Pennwood will be filing a proxy statement and other relevant documents
concerning the merger with the Securities and Exchange Commission ("SEC").
WE URGE INVESTORS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will
be able to obtain the documents free of charge at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by Pennwood will be
available free of charge from the Corporate Secretary of Pennwood at 683
Lincoln Avenue, Pittsburgh, PA 15202, telephone (412) 761-1234. Documents
filed with the SEC by Fidelity will be available free of charge from the
Corporate Secretary of Fidelity at 1009 Perry Highway, Pittsburgh, PA 15237,
telephone (412) 367-3300. INVESTORS SHOULD READ THE PROXY STATEMENT
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
FIDELITY
Bancorp, Inc. PRESS RELEASE (Continued)
Pennwood and its directors and its directors and executive officers may
be deemed to be participants in the solicitation of proxies of Pennwood
stockholders to approve the merger. Pennwood's board of directors is composed
of Mary M. Frank, Robert W. Hannan, Michael Kotyk, John B. Mallon, Paul S.
Pieffer, C. Joseph Touhill and H. J. Zoffer. Collectively, the directors and
executive officers at Pennwood may be deemed to beneficially own approximately
24% of Pennwood's common stock. This ownership information is as of December
31, 1999. As a result of consummation of the merger, all stock options and
shares of restricted stock awarded under Pennwood's stock benefit plans will
vest. Holders of Pennwood's stock options will receive cash in an amount
equal to the difference between $13.10 and the option exercise price.
Fidelity Bank, the subsidiary of Fidelity Bancorp, Inc., is a
full-service community bank operating from nine offices in Allegheny and
Butler Counties, Pennsylvania. Pennwood Savings Bank, the subsidiary of
Pennwood Bancorp, Inc., operates from three offices in Pittsburgh and
Kittanning, Pennsylvania. William L. Windisch, President and Chief
Executive Officer of Fidelity, stated, "We are pleased to announce the
acquisition of Pennwood. This will be a positive addition to the Company.
Merging Pennwood into Fidelity will permit us to offer our full line of
financial services to Pennwood customers and the residents and businesses in
their communities. We expect the acquisition to be accretive to earnings
during the first year." Paul S. Pieffer, President and Chief Executive
Officer of Pennwood said, "We are delighted to become part of Fidelity, a
local community-oriented financial institution. We believe the transaction is
in the best interests of our stockholders, customers, and employees. We
believe this merger will provide long term benefits for our customers." At
December 31, 1999, Fidelity had total assets and stockholders' equity of
$497.5 million and $24.7 million, respectively.
