SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20059
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
NAME OF ISSUER: Fidelity Bancorp, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 315-831-107
Check the following box if a fee is being paid with this statement: [ ]
<PAGE>
CUSIP NO. 315-831-107
______________________________________________________________________________
(1) Names of Reporting Persons; Integra Financial Corporation
SS or IRS Identification IRS Id. No. 25-1597793
Nos. of Above Person:
______________________________________________________________________________
(2) Check the Appropriate Box (See Instructions):
(a)
---------------
if a Member of a Group
(See Instructions)
(b) X
----------------
Membership in any group is disclaimed
______________________________________________________________________________
(3) SEC Use Only
______________________________________________________________________________
(4) Citizenship or Place Pennsylvania
of Organization
______________________________________________________________________________
Number of Shares (5) Sole Voting Power See Exhibit A<PAGE>
Beneficially
Owned by Each (6) Shared Voting Power See Exhibit A
Reporting Person
With (7) Sole Dispositive Power See Exhibit A
(8) Shared Dispositive See Exhibit A
Power
______________________________________________________________________________
(9) Aggregate Amount Beneficially 177,112
Owned by Each Reporting Person
______________________________________________________________________________
(10) Check if the Aggregate Amount in Row (9)
Excludes Certain Shares
______________________________________________________________________________
(11) Percent of Class Represented 14.3%
by Amount in Row 9
______________________________________________________________________________
(12) Type of Reporting Person HC
(See Instructions)
<PAGE>
CUSIP NO. 315-831-107
______________________________________________________________________________
(1) Names of Reporting Persons; Integra Investment Company
SS or IRS Identification IRS Id. No. 51-0255979
Nos. of Above Person:
______________________________________________________________________________
(2) Check the Appropriate Box (See Instructions):
(a)
---------------
if a Member of a Group
(See Instructions)
(b) X
----------------
Membership in any group is disclaimed
______________________________________________________________________________
(3) SEC Use Only
______________________________________________________________________________
(4) Citizenship or Place Delaware
of Organization
______________________________________________________________________________
Number of Shares (5) Sole Voting Power 59,018
Beneficially
Owned by Each (6) Shared Voting Power 0<PAGE>
Reporting Person
With (7) Sole Dispositive Power 59,018
(8) Shared Dispositive 0
Power
______________________________________________________________________________
(9) Aggregate Amount Beneficially 59,018
Owned by Each Reporting Person
______________________________________________________________________________
(10) Check if the Aggregate Amount In Row (9) Not Applicable
Excludes Certain Shares
______________________________________________________________________________
(11) Percent of Class Represented 4.8%
by Amount in Row 9
______________________________________________________________________________
(12) Type of Reporting Person IV
(See Instructions)
<PAGE>
CUSIP NO. 315-831-107
______________________________________________________________________________
(1) Names of Reporting Persons; Integra Trust Company, National Association
SS or IRS Identification IRS Id. No. 25-0741760
Nos. of Above Person
______________________________________________________________________________
(2) Check the Appropriate Box (See Instructions):
(a)
---------------
if a Member of a Group
(See Instructions)
(b) X
----------------
Membership in any group is disclaimed
______________________________________________________________________________
(3) SEC Use Only
______________________________________________________________________________
(4) Citizenship or Place United States of America
of Organization
______________________________________________________________________________
Number of Shares (5) Sole Voting Power See Exhibit A
Beneficially
Owned by Each (6) Shared Voting Power See Exhibit A
Reporting Person
With (7) Sole Dispositive Power See Exhibit A<PAGE>
(8) Shared Dispositive See Exhibit A
Power
______________________________________________________________________________
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 118,094
______________________________________________________________________________
(10) Check if the Aggregate Amount in Row (9) Not Applicable
Excludes Certain Shares
______________________________________________________________________________
(11) Percent of Class Represented 9.6%
by Amount in Row 9
______________________________________________________________________________
(12) Type of Reporting Person CO
(See Instructions)
<PAGE>
CUSIP NO. 315-831-107
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Under the Securities and Exchange Act of 1934)
Item 1(a) Name of Issuer:
---------------
Fidelity Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
1099 Perry Highway
Pittsburgh, Pennsylvania 15237
Item 2(a) Name of Person Filing:
----------------------
1. Integra Financial Corporation
2. Integra Investment Company
3. Integra Trust Company, National Association
Item 2(b) Address of Principal Business Office:
------------------------------------------------------------
1. Four PPG Place
Pittsburgh, Pennsylvania 15222
2. 300 Fourth Avenue
Pittsburgh, Pennsylvania 15278<PAGE>
3. 300 Fourth Avenue
Pittsburgh, Pennsylvania 15278
Item 2(c) Citizenship or Place of Organization:
-------------------------------------
1. Pennsylvania
2. Delaware
3. United States of America
Item 2(d) Title of Class of Securities:
-----------------------------
Common Stock
Item 2(e) CUSIP Number:
-------------
315-831-107
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is :
------------------------------------------------------------------
1. Integra Financial Corporation
(a) ( ) Broker or Dealer registered under Section 15 of
the Act.
<PAGE>
CUSIP NO. 315-831-107
(b) ( ) Bank as defined in Section 3(a) (6) of the Act.
(c) ( ) Insurance Company as defined in Section 3(a)
(19) of the Act.
(d) ( ) Investment Company registered under Section 8 of
the Investment Company Act.
(e) ( ) Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund.
(g) (X) Parent Holding Company, in accordance with
Section 240.13d-1(b) (ii) (G).
(h) ( ) Group, in accordance with Section 240.13d-1(b)
(1) (ii) (H).
2. Integra Investment Company<PAGE>
Not Applicable
3. Integra Trust Company, National Association
(a) ( ) Broker or Dealer registered under Section 15 of
the Act.
(b) (X) Bank as defined in Section 3(a) (6) of the Act.
(c) ( ) Insurance Company as defined in Section 3(a)
(19) of the Act.
(d) ( ) Investment Company registered under Section 8 of
the Investment Company Act.
(e) ( ) Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940.
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund.
(g) ( ) Parent Holding Company, in accordance with
Section 240.13d-1(b) (ii) (G).
(h) ( ) Group, in accordance with Section 240.13d-1(b)
(1) (ii) (H).
<PAGE>
CUSIP NO. 315-831-107
Item 4 Ownership:
----------
(a) Amount beneficially owned:
1. Integra Financial Corporation: 177,112
2. Integra Investment Company: 59,018
3. Integra Trust Company, National Association: 118,094
(b) Percent of class:
1. Integra Financial Corporation: 14.3%
2. Integra Investment Company: 4.8%
3. Integra Trust Company, National Association: 9.6%
(c) Number of shares as to
which person has:
1. Integra Financial Corporation
(i) Sole power to vote or
to direct the vote: *<PAGE>
(ii) Shared power to vote
or to direct the vote: *
(iii) Sole power to dispose or to
direct the disposition of shares: *
(iv) Shared power to dispose or to direct
the disposition of shares: *
2. Integra Investment Company
(i) Sole power to vote or 59,018
to direct the vote:
(ii) Shared power to vote 0
or to direct the vote:
(iii) Sole power to dispose or 59,018
to direct the disposition
of shares:
(iv) Shared power to dispose or 0
to direct the disposition
of shares:
3. Integra Trust Company, National Association
(i) Sole power to vote or
to direct the vote: *
(ii) Shared power to vote or
to direct the vote: *
(iii) Sole power to dispose or to direct
the disposition of shares: *
(iv) Sole power to dispose or to direct the
disposition of shares: *
* See EXHIBIT A
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CUSIP NO. 315-831-107
Item 5 Ownership of Five Percent or Less of a Class:
---------------------------------------------
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
----------------------------------------------------------------
The Fidelity Bancorp, Inc. Employee Stock Ownership Plan
(the "ESOP") and its beneficiaries has the right to receive<PAGE>
the dividends from and the proceeds from the sale of such
securities held in the ESOP and the beneficiaries of the
respective trusts have the right to receive dividends from
and proceeds from the sale of such other securities that
Integra Trust Company, National Association holds in a
fiduciary capacity.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company:
------------------------------------------------------------------
- - -
1. Integra Financial Corporation
Integra Investment Company
Integra Trust Company, National Association
2. Not Applicable
3. Not Applicable
Item 8 Identification and Classification of Members of the Group:
----------------------------------------------------------
Not Applicable
Item 9 Notice of Dissolution of Group:
-------------------------------
Not Applicable.
Item 10 Certification:
--------------
Not Applicable
<PAGE>
CUSIP NUMBER: 315-831-107
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Date: February 12, 1996
INTEGRA FINANCIAL CORPORATION
BY: /s/Kenneth C. Thiess
______________________________
Kenneth C. Thiess
Vice President, Secretary and<PAGE>
Assistant General Counsel
INTEGRA INVESTMENT COMPANY
BY: /s/Roger E. Johnson
______________________________
Roger E. Johnson
Vice President
INTEGRA TRUST COMPANY, NATIONAL
ASSOCIATION
BY: /s/Robert A. Rose
______________________________
Robert A. Rose
Vice President of Compliance
<PAGE>
EXHIBIT A
As of December 31, 1995, members of the Employee Stock Ownership Plan of
Fidelity Bancorp, Inc. (the "ESOP"), an employee benefit plan, were the
beneficial owners of 116,094 common shares of Fidelity Bancorp, Inc.
("Fidelity"). This includes 14,180 unallocated common shares held in a
suspense account by the ESOP. The assets of the ESOP are held in trust by the
ESOP's Trust. The Integra Trust Company, National Association ("Integra
Trust") has been named Trustee of the ESOP.
Members of the ESOP are entitled to give instructions to the Trustees
with respect to the voting of the Fidelity shares credited to their accounts
in the ESOP. The shares credited to the accounts of those members who forward
voting instructions are voted in accordance with their instructions. The
shares not yet allocated to individual members or for which voting
instructions have not been received from members, by the date specified by the
Trustees, are voted by the Trust Administrators, or if not voted by the Trust
Administrators, are voted by the Trustee.
Integra Trust Company, in a fiduciary capacity, also beneficially owns
2,000 shares of Fidelity. Furthermore, Integra Investment Company ("Integra
Investment") beneficially owns 59,018 shares of Fidelity. Integra Financial
Corporation ("IFC") is the parent holding company of Integra Trust and Integra
Investment and, as a result, may be deemed to beneficially own shares held by
these subsidiaries.
The filing of this Schedule 13G shall not be construed as an admission
that IFC, the ESOP or Integra Trust, are for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act covered by this Schedule 13G.
PAGE
<PAGE>
EXHIBIT B
Each of the undersigned hereby agrees that the Schedule 13G to which
this Exhibit is attached is filed on behalf of each of them.
INTEGRA FINANCIAL CORPORATION
BY: /s/Kenneth C. Thiess
______________________________
Kenneth C. Thiess
Vice President, Secretary and
Assistant General Counsel
INTEGRA INVESTMENT COMPANY
BY: /s/Roger E. Johnson
______________________________
Roger E. Johnson
Vice President
INTEGRA TRUST COMPANY, NATIONAL
ASSOCIATION
BY: /s/Robert A. Rose
______________________________
Robert A. Rose
Vice President of Compliance<PAGE>
