SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIDELITY BANKSHARES, INC.
(Name of Issuer)
COMMON STOCK, $.10 PAR VALUE PER SHARE
(Title of Class of Securities)
316047 10 9
(CUSIP Number)
Alan Schick, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
Suite 400
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20015
(202) 274-2000
(Name, Address, Telephone number of Person Authorized
to Receive Notices and Communications)
January 29, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and if filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. / /
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 316047 10 9 PAGE 2 OF 6 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Fidelity Bankshares, M.H.C. EIN: To Be Applied For
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) / / (B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO - Shares of Common Stock of Fidelity Federal Savings Bank
of Florida held by the Reporting Person were converted into
shares of Common Stock of Fidelity Bankshares, Inc.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(D) OR 2(e)
Not Applicable.
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
3,542,000
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-0-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
3,542,000
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,542,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.7%
14. TYPE OF REPORTING PERSON
HC
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CUSIP NO. 316047 10 9 PAGE 3 OF 6 PAGES
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Item 1. Security and Issuer
The securities as to which this Schedule 13D ("Schedule")
relates are shares of common stock, $.10 par value per share
("Common Stock"), of Fidelity Bankshares, Inc., a Delaware stock
corporation (the "Issuer"). The address of the Issuer's
principal executive office is 218 Datura Street, West Palm Beach,
Florida.
Item 2. Identity and Background
This Schedule is filed on behalf of Fidelity Bankshares,
M.H.C., a federally chartered mutual holding company (the
"Company"). The Company's principal business is to be the mutual
holding company parent of the Issuer. The business address of
the Company is 218 Datura, West Palm Beach, Florida.
Pursuant to General Instruction C of Schedule 13D, the
following information is being provided with respect to each
executive officer and director of the Company ("Insiders"):
Directors
<TABLE>
<CAPTION>
Name Occupation
- -----------------------------------------------------------------
<S> <C>
Joseph B. Shearouse, Jr. Chairman of the Board, Fidelity
Federal Savings Bank of Florida
Vince A. Elhilow President/Chief Executive Officer,
Fidelity Federal Savings Bank
of Florida
Keith D. Beaty President and Owner, Latham
Manufacturing Co.; President,
Implant Innovations, Inc.
F. Ted Brown, Jr. President, Ted Brown Real Estate,
Inc., Real Estate Brokerage
Company
Christopher H. Cook Executive Vice President, Corporate
Counsel, Fidelity Federal Savings
Bank of Florida
Donald E. Warren, M.D. Physician, Retired
Executive Officers Who Are Not Directors
Name Current Position
- -----------------------------------------------------------------
Richard D. Aldred Executive Vice President, Treasurer
and Chief Financial Officer
Joseph C. Bova Executive Vice President and Lending
Operations Manager
Robert L. Fugate Executive Vice President and Banking
Operations Manager
J. Robert McDonald Executive Vice President of Bank,
President, Fidelity Realty &
Appraisal Services, Inc.
David R. Hochstetler Senior Vice President, Director of
Marketing and CRA Officer
Brian C. Mahoney Senior Vice President and Controller
Janice R. Newlands Senior Vice President and Director of
Human Resources
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CUSIP NO. 316047 10 9 PAGE 4 OF 6 PAGES
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Shellie R. Schmidt Senior Vice President and Banking
Administrator
Debra K. Schiavone Senior Vice President and Loan
Servicing Manager
Joseph B. Shearouse III Senior Vice President and Senior
Commercial/Real Estate Loan Officer
Kenneth B. Stone, Jr. Senior Vice President and Loan
Production Manager
Daniel F. Turk Senior Vice President and Risk
Manager
</TABLE>
(d) During the past five years, neither the Company nor the
Insiders have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Company nor the
Insiders have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any
violation with respect to such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
On January 29, 1997, the Issuer was formed as the stock
holding company of Fidelity Federal Savings Bank of Florida (the
"Bank"). Pursuant to an Agreement and Plan of Reorganization (the
"Reorganization") that was approved by the Office of Thrift
Supervision (the "OTS"), the Bank became a wholly-owned
subsidiary of the Issuer, which became a majority-owned
subsidiary of the Company. On that date, each outstanding share
of Common Stock, par value $1.00 per share, of the Bank was
converted into one share of Common Stock, par value $.10 per
share, of the Issuer.
Information with respect to conversion of Common Stock by
the Insiders has been filed with the SEC pursuant to Section
16(a) of the Exchange Act.
Item 4. Purpose of Transaction
The purpose of the establishment of the stock holding
company and conversion of shares of the Issuer's Common Stock
reported herein is for the facilitation of acquisition of other
financial institutions, the repurchase of common stock and the
diversification of holding company operations. However, while
the Company intends to exercise its rights as majority
stockholder, neither the Company nor the Insiders currently have
any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; (d) any change
in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy
of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's
articles of incorporation, constitution, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be deleted from a national
securities exchange or to cease to be authorized or quoted in an
inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act; or (j) any action similar
to any of those enumerated above.
In the future, the Company and/or the Insiders may determine
to purchase additional shares of the Issuer's Common Stock (or
other securities of the Issuer) or the Company and/or the
Insiders may determine to sell shares of the Issuer's Common
Stock. Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and
alternative investments.
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CUSIP NO. 316047 10 9 PAGE 5 OF 6 PAGES
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Item 5. Interest in Securities of the Issuer
a. As of January 29, 1997, the Company directly and
beneficially owned 3,542,000 shares of the Issuer's Common Stock,
which represented 52.7% of the issued and outstanding shares of
Common Stock on such date. Information with respect to the
number and percentage of shares owned by Insiders has been filed
with the SEC pursuant to Section 16(a) of the Exchange Act.
b. The Company has the sole power to vote and the sole
power to dispose of the shares of Common Stock owned by it.
Information with respect to the voting and dispositive power of
Insiders with respect to the Issuer's Common Stock has been filed
with the SEC pursuant to Section 16(a) of the Exchange Act.
c. The Company has not effected any transaction in the
Issuer's Common Stock within the past 60 days. Information with
respect to transactions by Insiders with respect to the Issuer's
Common Stock has been filed with the SEC pursuant to Section
16(a) of the Exchange Act.
d. No person or entity other than the Company has the
right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of, the shares of
the Issuer's Common Stock reported in this Schedule.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
As of the date of this Schedule, neither the Company nor any
of the Insiders is a party to any contract, arrangement,
understanding or relationship among themselves or with any other
person with respect to any securities of the Issuer, including
but not limited to transfer or voting of any of the Common Stock,
finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, the
giving or withholding of proxies, or otherwise subject to a
contingency the occurrence of which would give another person
voting or investment power over the Common Stock. Certain
insiders have received options and recognition plan share awards.
Such options and stock awards are reflected in such insider
reports filed with the SEC pursuant to Section 16(a) of the
Exchange Act.
Item 7. Material to be Filed as Exhibits
None.
PAGE
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CUSIP NO. 316047 10 9 PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned certifies that the
information set forth in this Statement on Schedule 13D is true,
complete and correct.
FIDELITY BANKSHARES, M.H.C.
By:/s/ Vince Elhilow
---------------------------------------
Vince Elhilow
President and Chief Executive Officer
Date: January 30, 1997
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