SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1998
------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______________ to ______________________
Commission File Number 01-29040
---------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Savings Plan for Employees of Fidelity Federal Savings Bank of Florida
B: Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Fidelity Bankshares, Inc.
218 Datura Street
West Palm Beach, Florida 33401
<PAGE>
SAVINGS TRUST FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
Financial Statements for the Years Ended December 31, 1998
and 1997 and Supplemental Schedules for the Year Ended
December 31, 1998 and Independent Auditors' Report
<PAGE>
<TABLE>
<CAPTION>
SAVINGS TRUST FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
TABLE OF CONTENTS
- -------------------------------------------------------------------------------------------------------------------
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE YEARS THEN
ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available
for Benefits 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND FOR THE YEAR THEN ENDED:
Item 27a - Supplemental Schedule of Assets Held for Investment Purposes 9
Item 27d - Supplemental Schedule of Individual Transactions Involving
Securities of the Same Issue in Excess of Five Percent of the Fair
Value of Plan Assets at the Beginning of the Plan Year 10
Item 27d - Supplemental Schedule of Series Transactions Involving
Securities of the Same Issue in Excess of Five Percent of the Fair
Value of Plan Assets at the Beginning of the Plan Year 11
</TABLE>
Schedules not filed herewith are omitted because of the absence of conditions
under which they are required.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of the Savings Trust for Employees of Fidelity
Federal Savings Bank of Florida:
We have audited the accompanying statements of net assets available for benefits
of the Savings Trust for Employees of Fidelity Federal Savings Bank of Florida
(the "Plan") as of December 31, 1998 and 1997, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1998 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
West Palm Beach, Florida
June 18, 1999
<PAGE>
SAVINGS TRUST FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
1998 1997
ASSETS:
Cash $ 57,424 $ 30,603
Investments at fair value:
Fidelity Bankshares, Inc. common stock
(cost - $3,284,721 in 1998 and $2,443,663 in 1997) 5,065,287 6,576,115
Mutual funds (cost - $2,492,540 in 1998
and $1,865,234 in 1997) 2,606,255 1,795,273
Charles Schwab Money Funds
(at cost which approximates fair value) 165,895 353,106
Participants' Notes Receivable 382,283 269,107
Accrued income receivable 55,764 45,527
---------- ----------
Total assets 8,332,908 9,069,731
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $8,332,908 $9,069,731
========== ==========
See notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
SAVINGS TRUST FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------------------------------------------------
1998 1997
ADDITIONS:
Investment (loss) income:
<S> <C> <C>
Dividends and income $ 386,476 $ 336,820
Net (depreciation) appreciation in fair value of investments (1,916,654) 3,018,800
------------ -----------
Total investment (loss) income (1,530,178) 3,355,620
------------ -----------
Contributions:
Participants 727,424 471,153
Matching from employer 222,693 184,676
------------ -----------
Total contributions 950,117 655,829
------------ -----------
Total (580,061) 4,011,449
DEDUCTIONS:
Benefit payments 156,762 180,812
------------ -----------
(DECREASE) INCREASE IN NET ASSETS (736,823) 3,830,637
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 9,069,731 5,239,094
------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 8,332,908 $ 9,069,731
=========== ===========
See notes to financial statements.
</TABLE>
3
<PAGE>
SAVINGS TRUST FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Savings Trust for Employees of Fidelity
Federal Savings Bank of Florida (the "Plan") provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the provisions.
General - The Plan was established, effective January 1, 1988, by the
Board of Directors of Fidelity Federal Savings Bank of Florida. The
purpose of the Plan is to receive, hold and administer all monies and
properties and to implement the provisions relating to the Plan.
The Plan was formed for substantially all employees ("Participants") of
Fidelity Federal Savings Bank of Florida and subsidiaries (the
"Employer"). The Plan was established as a defined contribution plan
exempt from income taxes under Section 401(k) of the Internal Revenue Code
and has received a favorable determination of exempt status from the U.S.
Treasury Department. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Membership in the Plan
is voluntary for employees who have attained age 21 and have earned one
year of vesting service.
Contributions - Prior to January 1, 1998 employees could contribute
between 1% and 10% of their base compensation to the Plan ("Participants'
Contributions") during the year. Beginning January 1, 1998 the maximum
percentage was increased to 15%, subject to certain limitations. The
Participants' Contributions are not subject to state or federal income
taxes until withdrawn in the future. For all Participants actively
employed at the end of each calendar quarter during the year, the Employer
provides a matching contribution equal to 50% of the Participant's
contribution for that year, up to the lesser of the Participant's
contribution, 6% of base salary, or $10,000. Contributions in excess of
six percent of the Participant's annual compensation are not eligible for
Employer matching contributions.
Participant Accounts - Beginning October 1, 1997 the Employer changed
trustees of the plan from Merrill Lynch Trust Company to the Charles
Schwab Trust Company. Prior to this date the Plan provided for Participant
directed accounts into an employer stock fund and several Merrill Lynch
Trust and Fund Accounts. With this change, the Merrill Lynch Trust and
Fund accounts have been replaced with several other mutual funds and
Charles Schwab Money Funds. Each Participant's account is credited with
the Participant's contribution and an allocation of (a) the Company's
contribution, (b) Plan earnings, and (c) forfeitures of terminated
Participants' non-vested accounts. Allocations are based on Participant
earnings and account balances, as defined. The benefit to which a
Participant is entitled is the benefit that can be provided from the
Participant's vested account.
4
<PAGE>
Investments - Prior to October 1, 1997, participants could elect that
their contributions be invested in increments of one percent of the total
in one of six funds, including Fidelity Bankshares, Inc. common stock,
Merrill Lynch Growth Fund for Investment and Retirement, Merrill Lynch
Federal Securities Trust, Merrill Lynch Capital Fund, Merrill Lynch Global
Allocation Fund, and Merrill Lynch Retirement Preservation Fund. The
Merrill Lynch CMA Money Fund was used by the Plan as a temporary holding
account for monies received by the Plan prior to distribution to the six
available participant-directed funds. As stated in the previous paragraph,
the Merrill Lynch funds were replaced with the following nine funds:
Oakmark Fund, Heartland Value Fund, Janus Worldwide Fund, Janus Flexible
Income Fund, Kaufmann Fund, Safeco Equity Fund, Schwab Value Advantage
Money Fund, Vanguard Wellington Fund and Vanguard Index Trust 500
Portfolio. The Schwab U.S. Treasury Money Fund replaced the Merrill Lynch
CMA Money Fund and is now the temporary holding account for monies
received by the plan awaiting distribution to the other funds.
Participants' Notes Receivable - Participants may borrow from their
accounts a minimum of $1,000 and a maximum equal to the lesser of $50,000
or 50 percent of their account balance. Loan transactions are treated as a
transfer to (from) the investment fund from (to) the Participants' note
fund. Loan terms range from one to five years, unless for the purchase of
a primary residence, in which case the term may extend to 15 years. The
loans are secured by the balance in the Participant's account and bear
interest at prime rate plus one-half percent at the beginning of the
quarter the loan is made. Principal and interest are paid ratably through
payroll deductions. At December 31, 1998, 47 participants had outstanding
loans classified as notes receivable totaling $382,283 at interest rates
ranging from 8.25% - 9.50%. At December 31, 1997, 40 participants had
outstanding loans classified as notes receivable totaling $269,107 at
interest rates ranging from 8.30% - 9.50%.
Administration - The Administrative Committee, as appointed by the Board
of Directors of the Employer, is the Plan's governing body and is
responsible for administration of the Plan and all questions concerning
the interpretation and application of the Plan. The Employer pays the
costs of operating the Plan.
Distributions - Distributions of Participant account balances are made
upon attainment of normal or early retirement age, termination of
employment, total and permanent disability, or death. Terminated
Participants with less than sixty months of service receive the value of
their contributions and their vested percentage of employer matching
contributions; the balance of the account is forfeited and applied to the
Employer's matching contribution for all other Plan Participants in that
year.
Vesting - Participants' own contributions to the Plan and their related
investment earnings are fully vested at all times. Participants become
vested in Employer matching contributions and their related investment
earnings according to the following schedule:
Vested
Years of Service Percent
Less than 1 year 0%
1 year 20%
2 years 40%
3 years 60%
4 years 80%
5 years or more 100%
Years of service for vesting are calendar years in which Participants are
credited with at least 1,000 hours of service, counted from date of
employment. Employer matching contributions automatically become fully
vested upon retirement at age 65, or death or disability prior to age 65.
5
<PAGE>
Plan Termination - The Plan may be amended or terminated at any time. In
the event of termination, all account balances become fully vested.
Reclassifications - For comparative purposes, certain amounts in the 1997
financial statements have been reclassified to conform to the presentation
for 1998.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies:
Basis of Presentation - The accompanying financial statements are
presented on the accrual basis of accounting.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates.
Investments - Investments are carried at fair value. Gains or losses on
sales of investments are determined by the specific identification method
and are recognized as of the trade date. The cost of the temporary
investment accounts - Schwab U.S.Treasury Money Fund and the Schwab Value
Advantage Money Fund approximates fair value due to their liquid nature.
The fair values of the mutual funds and common stock were determined using
closing market quotations at year end. Participant loans are recorded at
the loan balance, which approximates fair value.
Gain or loss on sales of investments is based on specific identification
and is included in the net appreciation (depreciation) of investments.
Dividend income is recorded on the ex-dividend date. Interest income is
recorded as earned on an accrual basis. Benefits are recorded when paid.
Income Taxes - The Internal Revenue Service has determined and informed
the Employer by a letter dated August 27, 1996, that the Plan and related
trust are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
Benefits Payable - As of December 31, 1998 and 1997, benefits of $272,290
and $26,604, respectively, were due to Participants who have withdrawn
from participation in the Plan.
Forfeitures - During the years ended December 31, 1998 and 1997,
participants who were not fully vested and incurred a break in service
forfeited non-vested benefits. Forfeited amounts totaled $12,336 and
$1,156 for the years ended December 31, 1998 and 1997, respectively. These
forfeitures were used to reduce employer contributions.
3. INVESTMENTS
Investments in excess of five percent of net assets available for benefits
at December 31, 1998 and 1997, valued at fair value, are as follows:
Description 1998 1997
Fidelity Bankshares, Inc. common stock $ 5,065,287 $ 6,576,115
Janus Worldwide fund 567,006
Vanguard Index Trust 500 Portfolio 614,593
Vanguard Wellington Fund 482,581
6
<PAGE>
4. FUND INFORMATION
Information on a by-fund basis as of December 31, 1998 is as follows:
<TABLE>
<CAPTION>
Fidelity Schwab
Bankshares, Value Janus
Inc. Advantage Heartland Flexible Janus
Stock Money Value Income Worldwide Kaufmann Oakmark
Fund Fund Fund Fund Fund Fund Fund
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value $5,065,287 $165,793 $119,883 $60,710 $567,006 $244,530 $247,980
========== ======== ======== ======= ======== ======== ========
ADDITIONS TO NET
ASSETS:
Participant contributions $ 293,830 $ 32,066 $28,300 $10,766 $ 76,123 $ 45,003 $ 55,022
Employer contributions 95,952 3,291 9,856 4,000 24,296 12,873 14,267
Interest/dividend income 204,717 10,215 2,679 4,351 2,266 25,045 35,543
Loan disbursements (240,656) (2,409) (15,627) (8,336) (7,204) (8,422) (3,494)
Loan repayments 139,536 8,801 19,709 10,576 8,138 4,904 2,776
Net appreciation/(depreciation)
in fair value of investments (2,108,191) - (17,196) 377 104,477 (21,713) (27,239)
Transfers from other funds 143,297 - - - 2,110 - -
----------- ------- ------- ------- -------- ------- -------
Total (1,471,515) 51,964 27,721 21,734 210,206 57,690 76,875
----------- ------- ------- ------- -------- ------- -------
DEDUCTIONS FROM
NET ASSETS:
Benefits paid to
participants 39,313 50,129 2,147 9,928 2,829 793 907
Transfers to other funds - 188,074 24,781 913 - 13,149 456
------ -------- ------- ----- ----- ------- ----
Total deductions from
net assets 39,313 238,203 26,928 10,841 2,829 13,942 1,363
------- -------- ------- ------- ------ ------- ------
Net increase/(decrease) (1,510,828) (186,239) 793 10,893 207,377 43,748 75,512
BEGINNING OF YEAR 6,576,115 352,032 119,090 49,817 359,629 200,782 172,468
---------- -------- -------- ------- -------- -------- --------
END OF YEAR $5,065,287 $165,793 $119,883 $60,710 $567,006 $244,530 $247,980
========== ======== ======== ======= ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Vanguard
Safeco Index Vanguard
Equity Trust 500 Wellington Notes
Fund Portfolio Fund Receivable Other Total
ASSETS:
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value $268,972 $614,593 $482,581 $382,283 $113,290 $8,332,908
======== ======== ======== ======== ======== ==========
ADDITIONS TO NET
ASSETS:
Participant contributions $39,392 $ 90,116 $ 56,806 $ - $ - $ 727,424
Employer contributions 12,359 26,833 18,966 - - 222,693
Interest/dividend income 12,494 8,814 52,888 27,464 - 386,476
Loan disbursements (9,899) (18,785) (23,807) 338,639 - -
Loan repayments 8,835 19,441 21,245 (243,961) - -
Net appreciation/(depreciation) - -
in fair value of investments 38,765 116,539 (2,473) - - (1,916,654)
Transfers from other funds 7,505 29,484 8,891 - 36,086 227,373
-------- -------- -------- -------- ------- ---------
Total 109,451 272,442 132,516 122,142 36,086 (352,688)
-------- -------- -------- -------- ------- ---------
DEDUCTIONS FROM
NET ASSETS:
Benefits paid to
participants 890 11,900 28,960 8,966 - 156,762
Transfers to other funds - - - - - 227,373
-------- -------- -------- -------- ------- ---------
Total deductions from
net assets 890 11,900 28,960 8,966 - 384,135
-------- -------- -------- -------- ------- ---------
Net increase/(decrease) 108,561 260,542 103,556 113,176 36,086 (736,823)
BEGINNING OF YEAR 160,411 354,051 379,025 269,107 77,204 9,069,731
-------- -------- -------- -------- ------- ---------
END OF YEAR $268,972 $614,593 $482,581 $382,283 $113,290 $8,332,908
======== ======== ======== ======== ======== ==========
</TABLE>
7
<PAGE>
Information on a by-fund basis as of December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Merrill
Lynch
Merrill Merrill Growth Merrill Fidelity Schwab
Lynch Lynch Merrill Fund for Lynch Bankshares, Value
Retirement Federal Lynch Investment Global Inc. Advantage Heartland
Preservation Securities Capital and Allocation Stock Money Value
Trust Trust Fund Retirement Fund Fund Fund Fund
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value $ - $ - $ - $ - $ - $6,576,115 $352,032 $119,090
======== ======= ======== ======== ======== ========== ======== ========
ADDITIONS TO NET
ASSETS:
Participant contributions 55,787 9,805 31,714 51,989 69,432 176,580 22,376 4,914
Employer contributions 21,400 3,983 12,291 19,144 26,643 71,772 9,010 2,017
Interest/dividend income 21,058 2,919 10,443 2,119 8,614 174,171 4,551 15,401
Loan disbursements (11,060) (1,133) (2,936) (18,518) (10,792) (66,007) (7,500) -
Loan repayments 13,218 1,690 6,895 6,704 12,911 61,369 4,719 1,477
Net appreciation/(depreciation)
in fair value of investments - 1,071 21,621 92,823 39,670 2,933,885 - (20,234)
Transfers from other funds - - - - - - 341,724 115,515
-------- ------- -------- -------- -------- ---------- -------- --------
Total additions to net assets 100,403 18,335 80,028 154,261 146,478 3,351,770 374,880 119,090
-------- ------- -------- -------- -------- ---------- -------- --------
DEDUCTIONS FROM
NET ASSETS:
Benefits paid to
participants 16,436 457 11,252 8,406 18,756 102,657 22,848 -
Transfers to other funds 534,392 86,316 284,865 548,442 587,184 1,780 - -
-------- ------- -------- -------- -------- ---------- -------- --------
Total deductions from
net assets 550,828 86,773 296,117 556,848 605,940 104,437 22,848 -
-------- ------- -------- -------- -------- ---------- -------- --------
Net increase/(decrease) (450,425) (68,438) (216,089) (402,587) (459,462) 3,247,333 352,032 119,090
BEGINNING OF YEAR 450,425 68,438 216,089 402,587 459,462 3,328,782 - -
-------- ------- -------- -------- -------- ---------- -------- --------
END OF YEAR $ - $ - $ - $ - $ - $6,576,115 $352,032 $119,090
======== ======= ======== ======== ======== ========== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Janus Vanguard
Flexible Janus Safeco Index Vanguard
Income Worldwide Kaufmann Oakmark Equity Trust 500 Wellington Notes
Fund Fund Fund Fund Fund Portfolio Fund Receivable Other Total
ASSETS:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value $49,817 $359,629 $200,782 $172,468 $160,411 $354,051 $379,025 $269,107 $77,204 $9,069,731
======= ======== ======== ======== ======== ======== ======== ======== ======= ==========
ADDITIONS TO NET
ASSETS:
Participant contributions 1,392 10,934 5,061 5,629 4,850 11,462 9,228 - - 471,153
Employer contributions 569 4,142 1,770 2,117 1,917 4,417 3,484 - - 184,676
Interest/dividend income 1,550 24,730 6,132 9,325 7,003 4,117 24,781 19,906 - 336,820
Loan disbursements (3,500) - - (1,000) - - (4,000) 126,446 - -
Loan repayments 969 1,471 316 823 770 2,695 1,710 (117,737) - -
Net appreciation/(depreciation)
in fair value of investments (513) (26,112) (10,901) (2,229) (2,637) 8,043 (15,687) - - 3,018,800
Transfers from other funds 49,350 344,464 198,404 157,803 148,508 323,317 359,509 - 4,385 2,042,979
------- -------- -------- -------- -------- ------- -------- -------- ------ ---------
Total additions to net assets 49,817 359,629 200,782 172,468 160,411 354,051 379,025 28,615 4,385 6,054,428
------- -------- -------- -------- -------- ------- -------- -------- ------ ---------
DEDUCTIONS FROM
NET ASSETS:
Benefits paid to
participants - - - - - - - - - 180,812
Transfers to other funds - - - - - - - - - 2,042,979
------- -------- -------- -------- -------- ------- -------- -------- ------ ---------
Total deductions from
net assets - - - - - - - - - 2,223,791
------- -------- -------- -------- -------- ------- -------- -------- ------ ---------
Net increase/(decrease) 49,817 359,629 200,782 172,468 160,411 354,051 379,025 28,615 4,385 3,830,637
BEGINNING OF YEAR - - - - - - - 240,492 72,819 5,239,094
------- -------- -------- -------- -------- ------- -------- -------- ------ ---------
END OF YEAR $49,817 $359,629 $200,782 $172,468 $160,411 $354,051 $379,025 $269,107 $77,204 $9,069,731
======= ======== ======== ======== ======== ======== ======== ======== ======= ==========
</TABLE>
5. RELATED PARTY TRANSACTIONS
At December 31, 1998, the Plan owned 223,057 shares of common stock of
Fidelity Bankshares, Inc. which had a cost and fair value of $3,284,721
and $5,065,287, respectively. During the years ended December 31, 1998 and
1997, dividend income of $194,378 and $174,171, respectively, was earned
on these investments.
8
<PAGE>
SAVINGS TRUST FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Current
Identity of Issuer Description Held Cost Value
<S> <C> <C> <C>
* Fidelity Bankshares, Inc. Common stock 223,057 $ 3,284,721 $ 5,065,287
-------- ----------- -----------
Heartland Value Fund Mutual fund 4,093 149,592 119,883
Janus Flexible Income Fund Mutual fund 6,103 60,953 60,710
Janus Worldwide Fund Mutual fund 11,972 489,566 567,006
Kaufmann Fund Mutual fund 43,051 276,423 244,530
Oakmark Fund Mutual fund 6,923 278,837 247,980
Safeco Equity Fund Mutual fund 11,569 237,974 268,972
Vanguard Index Trust 500 Portfolio Mutual fund 5,394 498,061 614,593
Vanguard Wellington Fund Mutual fund 16,442 501,134 482,581
-------- -------
Total mutual funds 2,492,540 2,606,255
---------- ---------
Schwab U. S. Treasury Money Fund Money funds 102 102 102
Schwab Value Advantage Money Fund Money funds 165,793 165,793 165,793
-------- -------
Total money funds 165,895 165,895
-------- -------
Loan Fund Participants' Notes Receivable 382,283 382,283
-------- -------
Total investments $ 6,325,439 $ 8,219,720
============ ===========
</TABLE>
* Party-in-interest
9
<PAGE>
SAVINGS TRUST FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
ITEM 27d - SUPPLEMENTAL SCHEDULE OF INDIVIDUAL TRANSACTIONS INVOLVING SECURITIES
OF THE SAME ISSUE IN EXCESS OF FIVE PERCENT OF THE FAIR VALUE OF PLAN ASSETS AT
THE BEGINNING OF THE PLAN YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
Proceeds at
Identity of Party Description Purchase Maturity/ Net Gain/
Involved of Asset Price Sale Cost of Asset (Loss)
None
10
<PAGE>
<TABLE>
<CAPTION>
SAVINGS TRUST FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
ITEM 27d - SUPPLEMENTAL SCHEDULE OF SERIES TRANSACTIONS INVOLVING SECURITIES OF
THE SAME ISSUE IN EXCESS OF FIVE PERCENT OF THE FAIR VALUE OF PLAN ASSETS AT
THE BEGINNING OF THE PLAN YEAR ENDED DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
Total Proceeds
Description Number of Number of Purchase at Maturity/ Cost Net Gain/
Identity of Party Involved of Asset Transactions Shares/Units Price Sale of Asset (Loss)
<S> <C> <C> <C> <C> <C> <C>
* Fidelity Bankshares, Inc. Common stock 33 34,939 1,026,105
* Fidelity Bankshares, Inc. Common stock 53 14,224 419,554 185,048 234,506
Schwab U. S. Treasury Fund Money Funds 117 652,223 652,223
Schwab U. S. Treasury Fund Money Funds 79 653,196 653,196 653,196
</TABLE>
* Party-in-interest
11
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAVINGS PLAN FOR EMPLOYEES OF
FIDELITY FEDERAL SAVINGS BANK OF FLORIDA
Date: June 29, 1999 By: /s/ Richard D. Aldred
------------------------------------
Name: Richard D. Aldred
Title: EVP / Chief Financial Officer
