SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fidelity Bankshares, Inc. Fidelity Capital Trust I
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Delaware 65-0717085 Delaware 65-0800855
(State of (I.R.S. Employer (State of (I.R.S. Employer
incorporation or Identification No.) incorporation Identification No.)
organization) or organization)
218 Datura Street, West Palm Beach, Florida 33401
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act.
None N/A
(Title of Class) (Name of each exchange on which
each class is to be registered)
Securities to be registered pursuant to Section 12(g) of the Act:
______% Trust Preferred Securities of Fidelity Capital Trust
(Title of Class)
______% Junior Subordinated Deferrable Interest Debentures of
Fidelity Bankshares, Inc.
(Title of Class)
Fidelity Bankshares, Inc. Guarantee with respect to
Trust Preferred Securities
(Title of Class)
<PAGE>
Item 1. Description of Registrants' Securities to be Registered.
For a description of the Registrants' securities, reference
is made to "Description of Preferred Securities," "Description of
the Junior Subordinated Debentures," "Description
of the Guarantee" and "Relationship Among the Preferred
Securities, the Junior Subordinated Debentures, the Expense
Agreement and the Guarantee" in the Registrants' Registration
Statement on Form S-2 (Registration Numbers 333-42227 and 333-
42227-01) which is hereby incorporated by reference.
Item 2. Exhibits.
1. Registration Statement on Form S-2 (Registration
Numbers 333-42227 and 333-42227-01) dated December 15, 1997, as
amended December 24, 1997, is hereby incorporated by reference.
2. Form of Indenture with respect to Fidelity Bankshares,
Inc.'s ____% Junior Subordinated Deferrable Interest Debentures
(incorporated by reference to Exhibit 4.1 of the Registration
Statement on Form S-2 as filed on December 15, 1997 and amended
December 24, 1997).
3. Form of Specimen ____% Junior Subordinated Deferrable
Interest Debenture (incorporated by reference to Exhibit 4.2 of
the Registration Statement on Form S-2 as filed on December 15,
1997 and amended December 24, 1997).
4. Form of Amended and Restated Trust Agreement of
Fidelity Capital Trust I (incorporated by reference to Exhibit
4.5 of the Registration Statement on Form S-2 as filed on
December 15, 1997 and amended December 24, 1997).
5. Form of Guarantee Agreement for Fidelity Capital Trust
I (incorporated by reference to Exhibit 4.6 of the Registration
Statement on Form S-2 as filed on December 15, 1997 and amended
December 24, 1997).
6. Form of Certificate Evidencing Preferred Securities of
Fidelity Capital Trust I (incorporated by reference to Exhibit
4.8 of the Registration Statement on Form S-2 as filed on
December 15, 1997 and amended December 24, 1997).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
FIDELITY BANKSHARES, INC.
Date: January 8, 1998 By: \s\ Vince A. Elhilow
------------------------------
Vince A. Elhilow
President and Chief Executive
Officer
FIDELITY CAPITAL TRUST I
Date: January 8, 1998 By: \s\ Vince A. Elhilow
------------------------------
Vince A. Elhilow
President and Chief Executive
Officer
