Fidelity Bankshares, Inc.
205 Datura Street
West Palm Beach, Florida
(561) 659-9900
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On [ ]
Notice is hereby given that the Special Meeting of Stockholders,
("Meeting") of Fidelity Bankshares, Inc. (the "Company"), will be held at the
___________________________, West Palm Beach, Florida, at [ ], local time, on
[ ]. As of the date hereof, the Company owns 100% of the common stock of
Fidelity Federal Bank and Trust (the "Bank") and is majority-owned by Fidelity
Bankshares, MHC (the "Mutual Holding Company").
A Proxy Statement and Proxy Card for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. A plan of conversion and reorganization (the "Plan") pursuant to which
the Mutual Holding Company will be merged into the Bank and the
Company will be succeeded by a new Delaware corporation with the same
name which has been established for the purpose of completing the
conversion. As part of the conversion, shares of common stock
representing the ownership interest in the Company held by the Mutual
Holding Company will be offered for sale in a subscription offering.
Common stock of the Company currently held by stockholders will be
converted into new shares pursuant to an exchange ratio that has been
established;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposal at the Meeting on the
date specified above, or on any date or dates to which by original or later
adjournment the Meeting may be adjourned. Stockholders of record at the close of
business on [ ] are the stockholders entitled to vote at the Meeting, and
any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR
HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING.
HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO
VOTE PERSONALLY AT THE MEETING.
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By Order of the Board of Directors
[ ]
Secretary
West Palm Beach, Florida
[ ]
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IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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PROXY STATEMENT
of
FIDELITY BANKSHARES, INC.
205 Datura Street
West Palm Beach, Florida 33401
(561) 659-9900
SPECIAL MEETING OF STOCKHOLDERS
[ ]
This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of Fidelity Bankshares, Inc. (the
"Company"), to be used at the Special Meeting of Stockholders of the Company
(the "Meeting"), which will be held at the ___________________________________,
West Palm Beach, Florida, on [ ] at [ ], local time, and all adjournments
thereof. The accompanying Notice of Special Meeting of Stockholders and this
Proxy Statement are first being mailed to stockholders on or about [ ].
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain
the right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon.
Please sign and return your Proxy to the Company in order for your vote to be
counted. Where no instructions are indicated, proxies will be voted "FOR" the
proposal set forth in this Proxy Statement for consideration at the Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, [ ], at the address of the shown above, or by
filing a duly executed proxy bearing a later date. The presence at the Meeting
of any stockholder who had given a proxy shall not revoke such proxy unless the
stockholder delivers his or her ballot in person at the Meeting or delivers a
written revocation to the Secretary of the Company prior to the voting of such
proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of the Company common stock at the close of business
on [ ] (the "Voting Record Date") are entitled to one vote for each share
held. As of the Voting Record Date, there were [ ] shares of common stock
issued and outstanding, [ ] of which were held by Fidelity Bankshares, MHC
(the "Mutual Holding Company"), and [ ] of which were held by stockholders
other than the Mutual Holding Company ("Minority Stockholders"). The presence in
person or by proxy of at least a majority of the issued and outstanding shares
of common stock entitled to vote is necessary to constitute a quorum at the
Meeting.
Pursuant to Office of Thrift Supervision ("OTS") regulations and the
plan of conversion and reorganization (the "Plan"), completion of the Conversion
(as defined herein) is conditioned upon the approval of the Plan by the OTS and
by a majority of the total votes eligible to be cast by members of the Mutual
Holding Company. In addition, the transactions incident to the Conversion and
the Plan must be approved by at least two-thirds of the outstanding shares of
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Common stock, and a majority of votes cast by stockholders other than the Mutual
Holding Company at the Meeting. With respect to the required affirmative vote of
at least two-thirds of the outstanding shares of common stock, abstentions and
broker non-votes will have the effect of a vote against the Plan. With respect
to the required affirmative vote by a majority of votes cast by stockholders
other than the Mutual Holding Company, abstentions and broker non-votes will be
considered as shares not voted.
As of [ ], the Mutual Holding Company held [ ] shares or
[ ]% of the outstanding shares of common stock, and management believes
that all such shares will be voted to approve the Plan.
PROPOSAL I--APPROVAL OF THE PLAN OF CONVERSION AND REORGANIZATION
In addition to this Proxy Statement, you have received as part of this
mailing a Prospectus that describes the Conversion. Information regarding the
Conversion and management is incorporated by reference into the Proxy Statement.
Therefore, you should carefully read the Prospectus prior to voting on the
proposal to be presented at the Meeting.
DISSENTERS' AND APPRAISAL RIGHTS
Under OTS regulations, Minority Stockholders will not have dissenters'
rights or appraisal rights in connection with the exchange of their common stock
for shares of common stock of Fidelity Bankshares, Inc. pursuant to an exchange
ratio.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described in the Proxy Statement and Prospectus.
However, if any matters should properly come before the Meeting, it is intended
that holders of the proxies will act in accordance with their best judgment.
The Plan sets forth the terms, conditions, and provisions of the
proposed Conversion. The Certificate of Incorporation and Bylaws of the Company
are exhibits to the Plan. The Order Form is the means by which an order for the
subscription and purchase of shares is placed. If you would like to receive an
additional copy of the Prospectus, or a copy of the Plan and the Certificate of
Incorporation and Bylaws of the Company, you must request such materials in
writing, addressed to the Company's Secretary at the address given above. Such
requests must be received by the Company no later than [ ]. Requesting such
materials does not obligate you to purchase shares. If the Company does not
receive your request by such date, you will not be entitled to have such
materials mailed to you.
To the extent necessary to permit approval of the Plan, proxies may be
solicited by officers, directors, or regular employees of the Company and/or the
Bank, in person, by telephone, or through other forms of communication and, if
necessary, the Meeting may be adjourned to a later date. Such persons will be
reimbursed by the Company and/or the Bank for their reasonable out-of-pocket
expenses, including, but not limited to, de minimis telephone and postage
expenses incurred in connection with such solicitation. The Company and/or the
Bank have not retained a proxy solicitation firm to provide advisory services in
connection with the solicitation of proxies, although Ryan, Beck & Co., Inc.
("Ryan, Beck"), the broker-dealers retained to assist in the marketing of the
Company's common stock, have also agreed to assist in the proxy solicitations.
Ryan, Beck will receive compensation for their services as described herein in
"The Conversion--Plan of Distribution; Selling Agent Commissions" in the
Prospectus.
YOUR VOTE IS IMPORTANT! THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
PLAN. THIS PROXY STATEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUBSCRIPTION SHARES. THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.
2
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MISCELLANEOUS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in the Proxy Statement. However,
if any matters should properly come before the Meeting, it is intended that
holders of the proxies will act as directed by a majority of the Board of
Directors, except for matters related to the conduct of the Meeting, as to which
they shall act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees, and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of common stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Bank may solicit proxies
personally or by telegraph or telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
[ ]
Secretary
West Palm Beach, Florida
[ ]
3
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REVOCABLE PROXY
FIDELITY BANKSHARES, INC.
SPECIAL MEETING OF STOCKHOLDERS
[ ]
The undersigned hereby appoints the full Board of Directors, with full
powers of substitution to act as attorneys and proxies for the undersigned to
vote all shares of Common Stock of Fidelity Bankshares, Inc. (the "Company")
which the undersigned is entitled to vote at a Special Meeting of Stockholders
("Meeting") to be held at the _______________________________________, West Palm
Beach, Florida, at [ ], local time, on [ ]. The official proxy
committee is authorized to cast all votes to which the undersigned is entitled
as follows:
FOR AGAINST ABSTAIN
--- ------- -------
1. A plan of conversion and /__/ /__/ /__/
reorganization (the "Plan")
pursuant to which the Mutual
Holding Company will be merged into
the Bank and the Company will be
succeeded by a new Delaware
corporation with the same name
which has been established for the
purpose of completing the
conversion. As part of the
conversion, shares of common stock
representing the ownership interest
in the Company held by the Mutual
Holding Company will be offered for
sale in a subscription offering.
Common stock of the Company
currently held by stockholders will
be converted into new shares
pursuant to an exchange ratio that
has been established.
The Board of Directors recommends a vote "FOR" the listed proposal.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXIES
AT THE DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME,
THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or
at any adjournment thereof and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Special Meeting of Stockholders, or by the filing of a later proxy statement
prior to a vote being taken on a particular proposal at the Meeting.
Dated: _________________, 2001 /_/ Check Box if You Plan to Attend Meeting
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee, or guardian, please give your full title. If
shares are held jointly, each holder should sign.
Please complete and date this proxy and return it
promptly in the enclosed postage-prepaid envelope.
