FIDELITY BANKSHARES INC
NT 11-K, 2000-06-27
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25
                                                     Commission File No. 0-29040
                                                                         -------

                           NOTIFICATION OF LATE FILING

(Check One):  |_| Form 10-K   |X| Form 11-K   |_| Form 20-F   |_| Form 10-Q
              |_| Form N-SAR

         For Period Ended: December 31, 1999
                           -----------------------------------------------------


 |_| Transition Report on Form 10-K        |_| Transition Report on Form 10-Q
 |_| Transition Report on Form 20-F        |_| Transition Report on Form N-SAR
 |_| Transition Report on Form 11-K

         For the Transition Period Ended:
                                         ---------------------------------------


         Read attached  instruction sheet before preparing form. Please print or
type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

         If the  notification  relates to a portion of the filing checked above,
identify       the       item(s)       to      which      the       notification
relates:________________________________________________________________________


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant: Savings Plan for Employees of  Fidelity Federal
                         Savings Bank of Florida
                         -------------------------------------------------------


Former name if applicable:
                          ------------------------------------------------------


Address of principal executive office (Street and Number):   218 Datura Street
                                                            --------------------


City, state and zip code: West Palm Beach, Florida 33401
                          ------------------------------------------------------



                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

                  (a) The reasons  described in reasonable detail in Part III of
                  this form could not be eliminated without  unreasonable effort
                  or expense;

 |X|              (b) The subject annual report,  semi-annual report, transition
                  report on Form  10-K,  20-F,  11-K or Form  N-SAR,  or portion
                  thereof will be filed before the 15th  calendar day  following
                  the  prescribed due date; or the subject  quarterly  report or
                  transition  report on Form 10-Q,  or portion  thereof  will be
                  filed on or  before  the  fifth  calendar  day  following  the
                  prescribed due date; and


<PAGE>




                  (c) The  accountant's  statement or other exhibit  required by
                  Rule 12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

     THE  REGISTRANT   REQUIRES  ADDITIONAL  TIME  TO  FULLY  DEVELOP  FINANCIAL
INFORMATION  NECESSARY  TO PROVIDE FULL AND  COMPLETE  DISCLOSURE  IN ITS ANNUAL
REPORT ON FORM 11-K (THE "FORM 11-K"). AS A RESULT, THE REGISTRANT WAS UNABLE TO
COMPLETE THE FORM 11-K BY THE PRESCRIBED DATE, WITHOUT  UNREASONABLE  EFFORT AND
EXPENSE.

                                     PART IV
                                OTHER INFORMATION

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification.

      Richard D. Aldred                        (561)               659-6600
--------------------------------------------------------------------------------
         (Name)                             (Area Code)       (Telephone Number)

     (2) Have all other periodic  reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).                                      |X| Yes          |_| No

     (3) It is anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
                                                         |_| Yes          |X| No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and if  appropriate,  state the reasons  why a  reasonable
estimate of the results cannot be made.

     Savings Plan for Employees of Fidelity Federal Savings Bank of Florida
--------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: June 27, 2000                 By: Richard D. Aldred
                                        ----------------------------------------
                                        Richard D. Aldred
                                        Fidelity Federal Savings Bank of Florida


     Instruction.  The  form  may  be  signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.






<PAGE>



                                    ATTENTION

     Intentional  misstatements of omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001)

                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  12b-25  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

     2.  One  signed  original  and  four  conformed  copies  of this  form  and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  DC 20549,  in accordance  with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of the public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
with each national  securities  exchange on which any class of securities of the
registrant is registered.

     4.  Amendments to the  notifications  must also be filed on Form 12b-25 but
need not restate information that has been correctly  furnished.  The form shall
be clearly identified as an amended notification.

     5.  Electronic  Filers.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable  to  submit  a  report  within  the  time  period  prescribed  due to din
electronic  filing  should comply with either Rule 201 or Rule 202 of Regulation
S-T or  apply  for an  adjustment  in  filing  date  pursuant  to Rule  13(b) of
Regulation S-T.








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