January 10, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Fidelity Bancorp, Inc. The meeting will be held at the Perrysville Branch of
Fidelity Savings Bank, 1009 Perry Highway, Pittsburgh, Pennsylvania 15237 on
Tuesday, February 4, 1997, at 5:00 p.m., Eastern Time. The matters to be
considered by stockholders at the Annual Meeting are described in detail in the
accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but it will ensure
that your vote is counted if you are unable to attend.
Your continued interest in Fidelity Bancorp, Inc. is sincerely
appreciated.
Very truly yours,
/s/William L. Windisch
----------------------
William L. Windisch
President
<PAGE>
Fidelity Bancorp, Inc.
1009 Perry Highway
Pittsburgh, Pennsylvania 15237
412-367-3300
NOTICE OF ANNUAL MEETING
To Be Held on February 4, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Fidelity Bancorp, Inc. (the "Company") will be held at 1009 Perry Highway,
Pittsburgh, Pennsylvania 15237, on Tuesday, February 4, 1997, at 5:00 p.m.,
Eastern Time, for the following purposes, all of which are more completely set
forth in the accompanying proxy statement:
(1) To elect directors for a term of three years or until their
successors are elected and qualified;
(2) To ratify the appointment of KPMG Peat Marwick as the Company's
independent auditors for the fiscal year ending September 30,
1997;
(3) To transact such other business as may properly come before the
Annual Meeting. Except with respect to procedural matters
incident to the conduct of the Annual Meeting, management of the
Company is not aware of any matters other than those set forth
above which may properly come before the Annual Meeting.
Stockholders of record of the Company at the close of business on
December 24, 1996 are entitled to notice of and to vote at the Annual Meeting
and at any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Sandra L. Graham, Secretary
------------------------------
Sandra L. Graham, Secretary
Pittsburgh, Pennsylvania
January 10, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
Fidelity Bancorp, Inc.
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of the common stock of
Fidelity Bancorp, Inc. (the "Company"), the bank holding company of Fidelity
Savings Bank, Pittsburgh, Pennsylvania (the "Bank"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders ("Annual Meeting") to be held at 1009 Perry
Highway, Pittsburgh, Pennsylvania 15237, on Tuesday, February 4, 1997, at 5:00
p.m., Eastern Time, and at any adjournment thereof for the purposes set forth in
the Notice of Annual Meeting. This Proxy Statement is expected to be mailed to
stockholders on or about January 10, 1997.
Each proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted (i) for the election of the nominees for director
described herein; (ii) for the ratification of the appointment of KPMG Peat
Marwick as the Company's independent auditors; and (iii) upon such matters as
may properly come before the Annual Meeting, in accordance with the best
judgment of the persons appointed as proxies.
Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the Secretary of the Company written
notice thereof (Sandra L. Graham, Secretary, Fidelity Bancorp, Inc., 1009 Perry
Highway, Pittsburgh, Pennsylvania 15237), (ii) submitting a duly executed proxy
bearing a later date or (iii) appearing at the Annual Meeting and giving the
Secretary notice of his or her intention to vote in person. Proxies solicited
hereby may be exercised only at the Annual Meeting and any adjournment thereof
and will not be used for any other meeting.
VOTING
Only stockholders of record of the Company at the close of business on
December 24, 1996 ("Voting Record Date") are entitled to notice of and to vote
at the Annual Meeting and at any adjournment thereof. On the Voting Record Date,
there were 1,380,977 shares of common stock, par value $.01 (the "Common
Stock"), of the Company issued and outstanding, and the Company has no other
class of equity securities outstanding. Each share of Common Stock is entitled
to one vote at the Annual Meeting on all matters properly presented at the
Annual Meeting and does not vote cumulatively in the election of directors.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock as of the Voting Record Date, and certain other information with respect
to (i) any persons or entities, including any "group" as that term is used in
Section 13(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), who or which was known to the Company to be the beneficial owner of more
than 5% of the issued and outstanding Common Stock, and (ii) all directors and
executive officers of the Company and the Bank as a group.
<TABLE>
<CAPTION>
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group December 24, 1996(1) Common Stock
- ---------------- -------------------- ------------
<S> <C> <C>
Fidelity Savings Bank 119,074(2) 8.62%
Employee Stock Ownership
Plan
1009 Perry Highway
Pittsburgh, PA 15237
William L. Windisch 70,531(3) 5.03%
Director; President and Chief
Executive Officer of the
Company and Bank
National City Bank 64,920(4) 4.70%
of Pennsylvania
Four PPG Place
Pittsburgh, PA 15222
Directors and Executive Officers 251,467(5) 17.17%
as group (12 persons)
- ------------------------------------------
</TABLE>
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares or (ii) investment power, which includes the power to
dispose or direct the disposition of the shares. Unless otherwise
indicated, the named beneficial owner has sole voting and dispositive power
with the respect to the shares.
(2) Pursuant to a schedule 13G filed by National City Trust Company, trustee of
the Bank's Employee Stock Ownership Plan ("ESOP"), which has shared
dispositive power over 119,074 shares. Such shares are voted by the trustee
in accordance with instructions from either participants (as to shares
allocated to their accounts) or the Plan Administrator of the ESOP (as to
unallocated shares).
<PAGE>
(3) Includes 15,003 shares owned jointly with Mr. Windisch's wife, 10,000
shares owned solely by Mr. Windisch's wife, and 769 shares held by his
daughter who resides with him. Includes 9,937 shares of the Company Common
Stock held in the Bank's ESOP which have been allocated to Mr. Windisch's
account. Does not include 2,437 shares held by the ESOP which have not been
allocated to participants' accounts, which shares are voted by the trustee
of the ESOP in accordance with instructions from Mr. Windisch in his
capacity as the Plan Administrator of the ESOP. See "Executive Compensation
- Employee Stock Ownership Plan." Mr. Windisch disclaims beneficial
ownership of the 769 shares owned by his daughter.
(4) Pursuant to a Schedule 13G which indicates that National City Bank of
Pennsylvania has shared voting and dispositive power over 64,920 shares.
National City Bank of Pennsylvania has disclaimed beneficial ownership of
the 121,274 shares held by it solely in a fiduciary capacity.
(5) Includes options for 83,357 shares of Common Stock which may be acquired
within 60 days pursuant to the exercise of outstanding stock options under
the Company's Employee Stock Compensation Program and 26,168 shares of
Common Stock held in the Bank's ESOP which have been allocated to the
accounts of the Bank's officers. See "Executive Compensation - Employee
Stock Compensation Program" and "- Employee Stock Ownership Plan." For
information with respect to beneficial ownership of individual directors,
see "Information with Respect to Nominees for Director, Directors Whose
Terms Continue and Executive Officers."
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company presently provide that (i) the Board of
Directors shall consist of not less than five members and (ii) the Board of
Directors shall be divided into three classes as nearly equal in number as
possible. The members of each class are to be elected for a term of three years
or until their successors are elected and qualified. One class of directors is
to be elected annually. Except for Ms. Wilder, the directors and nominees listed
below have served as directors of the Company since its inception and as
directors of the Bank since the year indicated. There are no arrangements or
understandings between the Company and any person pursuant to which such person
has been elected a director, and no director is related to any other director or
executive officer of the Company or the Bank by blood, marriage or adoption. All
directors were elected by the stockholders except, Ms. Wilder, who was appointed
by the Board of Directors on November 19, 1996.
<PAGE>
The Nominees
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees listed below. If any
nominee should be unable or unwilling to stand for election at the time of the
Annual Meeting, the Board of Directors, as proxies, will nominate and vote for
any replacement nominee recommended by the Board of Directors. At this time, the
Board of Directors knows of no reason why any nominee listed below may not be
able to serve as a director if elected. James E. Shepard, whose term expires in
1997, is not standing for reelection, having reached the Company's mandatory
retirement age for directors.
<TABLE>
<CAPTION>
Nominees For Terms Expiring in 2000
Common Stock
Beneficially Owned
Principal Occupation as of
During the Past December 26, 1996 (2)
Name Age Five Years Director Since (1) Amount Percentage
- ---- --- ---------- ------------------ ------ ----------
<S> <C> <C> <C> <C> <C>
William L. 64 Director; President and 1958 70,531(3)(4) 5.03%
Windisch Chief Executive Officer
of the Company and the
Bank.
Joanne Ross 53 Director; President of 1996 - -
Wilder Wilder, Mahood & Crenney,
a legal services firm,
Pittsburgh, Pennsylvania
<PAGE>
<CAPTION>
Members of the Board of Directors
Continuing in Office
Directors whose Terms Expire in 1999
Common Stock
Beneficially Owned
Principal Occupation as of
During the Past December 26, 1996 (2)
Name Age Five Years Director Since (1) Amount Percentage
- ---- --- ---------- ------------------ ------ ----------
<S> <C> <C> <C> <C> <C>
Robert F. Kastelic 62 Director; President and Chief 1990 5,665(4) *
Executive Officer of X-Mark
Industries, a precision metal
manufacturer in Washington,
Pennsylvania and Chairman of
Quasitronics Inc., an electronic
and computer peripheral equipment
company in Houston,
Pennsylvania since March 1988.
Oliver D. Keefer 53 Director; Owner of Ralph 1987 25,520(4)(5) 1.84%
E. Lane, certified public
accountants, Zelienople,
Pennsylvania.
Charles E. Nettrour 64 Director; President and 1987 41,217(4)(6) 2.97%
Chief Executive Officer of
Martin & Nettrour, Incorporated, an
insurance brokerage and consulting
firm, Pittsburgh, Pennsylvania and
of Retirement Designs Unlimited,
Inc., retirement plan specialists,
Pittsburgh, Pennsylvania.
<PAGE>
<CAPTION>
Director Whose Term Expires in 1998
Common Stock
Beneficially Owned
Principal Occupation as of
During the Past December 26, 1996 (2)
Name Age Five Years Director Since (1) Amount Percentage
- ---- --- ---------- ------------------ ------ ----------
<S> <C> <C> <C> <C> <C>
John R. Gales 60 Director; President and 1984 52,400(4)(5) 3.78%
owner of J.R. Gales & Associates,
Pittsburgh, Pennsylvania, a civil
engineering consulting firm.
</TABLE>
<PAGE>
* Represents less than 1% of the outstanding Common Stock.
(1) Includes terms as a director of the Bank prior to the formation of the
Company in 1993. All directors of the Company currently serve as directors
of the Bank.
(2) Based on information furnished by the respective individuals. Under
applicable regulations, shares are deemed to be beneficially owned by a
person if he or she directly or indirectly has or shares the power to vote
or dispose of the shares, whether or not he or she has any economic interest
in the shares. Unless otherwise indicated, the named beneficial owner has
sole voting and dispositive power with respect to the shares.
(3) Includes 15,003 shares owned jointly with Mr. Windisch's wife, 10,000 shares
owned solely by Mr. Windisch's wife, and 769 shares held by his daughter who
resides with him. Includes 9,937 shares of the Company Common Stock held in
the Bank's ESOP which have been allocated to Mr. Windisch's account. Does
not include 2,437 shares held by the ESOP which have not been allocated to
participants' accounts, which shares are voted by the trustee of the ESOP in
accordance with instructions from Mr. Windisch in his capacity as the Plan
Administrator of the ESOP. See "Executive Compensation - Employee Stock
Ownership Plan." Mr. Windisch disclaims beneficial ownership of the 769
shares owned by his daughter.
(4) Includes shares of Common Stock which may be acquired within 60 days
pursuant to the exercise of outstanding stock options. Shares of Common
Stock which are subject to stock options are deemed to be outstanding for
the purpose of computing the percentage of Common Stock owned by such person
but are not deemed to be outstanding for the purpose of computing the
percentage of Common Stock owned by any other person. The amounts of such
shares included above are as follows: Mr. Windisch, 24,822 shares; Mr.
Gales, 4,125 shares; Mr. Keefer, 7,970 shares, Mr. Kastelic, 4,125 shares;
and Mr. Nettrour, 7,970 shares. See "Executive Stock Compensation - Employee
Stock Ownership Plan" and " - Employee Stock Compensation Program."
(5) All shares owned jointly with the person's spouse.
(6) Includes 24,729 shares owned solely by Mr. Nettrour and 8,518 shares owned
by Martin & Nettrour, Incorporated.
Stockholder Nominations
Article 7 of the Company's Articles of Incorporation requires all
nominations for election to the Board of Directors, other than those made by the
Board or a committee appointed by the Board, to be made pursuant to timely
notice in writing to the Secretary of the Company. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the principal executive
offices of the Company not less than 60 days prior to the anniversary date of
the immediately preceding annual meeting of stockholders of the Company. Each
written notice of a stockholder nomination must set forth certain information
specified in the Company's Articles of Incorporation. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the procedures set forth in the Company's Articles of
Incorporation. Only stockholders entitled to vote for election of directors may
submit nominations.
<PAGE>
Board Meetings and Committees
The Board of Directors of the Company met 10 times during the fiscal
year ended September 30, 1996 and maintains standing Audit, Investment,
Compensation, Nominating, Employee Stock Compensation and Shareholder Value
Committees. The Board of Directors of the Bank has regular monthly meetings and
may have special meetings and maintains standing Executive, Employee Stock
Compensation Program, Audit, Compensation, Investment, Shareholder Value and
Nominating Committees. During fiscal 1996, the Board of Directors of the Bank
met 13 times. No director attended fewer than 75% of the aggregate number of
meetings held during fiscal 1996 by the Board of Directors of the Company or the
Bank and by all committees on which he served during the year.
The Executive Committee of the Bank, which currently consists of all of
the directors, is authorized to exercise all the authority of the Board of
Directors in the management of the Bank between meetings of the Board of
Directors of the Bank. During fiscal 1996, the Executive Committee was
authorized to act as the Loan Committee of the Bank and review and approve loans
in excess of the lending limits for which the Board of Directors has granted
delegated authority to the Bank's officers. This Committee met 4 times during
fiscal 1996.
The Audit Committee of the Company and the Bank, which met 3 times in
fiscal 1996, reviews the records and affairs of the Company and the Bank to
determine its financial condition, reviews with management and the independent
auditors the systems of internal control, and monitors the Company's and the
Bank's adherence in accounting and financial reporting to generally accepted
accounting principles. Currently, all non-employee directors serve as members of
this Committee.
The Investment Committee of the Bank, which currently consists of all
the directors, reviews the investment policies and procedures of the Bank. This
Committee met 3 times during fiscal 1996.
The Nominating Committees of the Company and the Bank, which consist of
the entire Boards of Directors, select nominees for elections as directors of
the Company and the Bank. Although the Nominating Committee of the Company will
consider nominees recommended by stockholders, it has not actively solicited
recommendations for nominees from stockholders nor has it established procedures
for this purpose. Nominations for election as directors may be made by
stockholders as set forth under "Stockholder Nominations" above. These
Committees of the Company and the Bank met once in fiscal 1996.
In February 1995, the Compensation Committee was reorganized to include
all independent outside directors of the Company. The Compensation Committee has
been designated by the Board of Directors with the responsibility of reviewing
the compensation paid by the Bank. This Compensation Committee met 3 times in
fiscal 1996.
The Shareholder Value Committee of the Company and the Bank, which
currently consists of all the directors, reviews the performance of the Company
and its stock in relation to other financial services providers and seeks to
maximize both short and long term shareholder value through the strategic
planning process. This Committee met once in fiscal 1996.
The Employee Stock Compensation Committee of the Company has been
designated by the Board of Directors to determine stock option awards to
employees. In February 1995, this Committee was reorganized to include all
independent outside directors. This Committee met once in fiscal 1996.
<PAGE>
The Board of Directors of both the Company and the Bank have authority
under their respective Bylaws to establish such other committees from time to
time as may be deemed necessary.
Directors of the Company receive no fees from the Company for attending
Board or Committee meetings of the Company, although such meetings are generally
held in conjunction with comparable meetings of the Bank for which fees are
paid. Effective January 1996, directors of the Bank receive fees of $780 per
special Board meeting attended and for each regular Board meeting whether
attended or not attended except that fees will not be paid for any meeting not
attended in excess of two missed meetings in one calendar year. Effective
January 1996, members of the Bank's Committees receive fees of $240 per
committee meeting attended.
Executive Officers Who Are Not Directors
The following sets forth information with respect to executive officers
of the Company and/or the Bank who do not serve on the Board of Directors of the
Company. There are no arrangements or understandings between the Company or the
Bank and any person pursuant to which such person has been elected as an
officer. No executive officer is related to any other executive officer or
director of the Company or the Bank by blood, marriage or adoption.
<PAGE>
<TABLE>
<CAPTION>
Position with the Bank and
Principal Names Age Occupation During the Past Five Years
- --------------- --- -------------------------------------
<S> <C> <C>
Richard G. Spencer 49 Vice President of the Company since its creation and
Executive Vice President, Chief Financial Officer and
Treasurer of the Bank since March, 1992; prior thereto,
Vice President - Finance and Treasurer of the Bank since
1986.
Michael A. Mooney 42 Vice President of the Company since its creation and
Executive Vice President and Chief Lending Officer of the
Bank since January, 1994; Vice President - Lending of
the Bank from November 1991 to January, 1994; from
1985 to November 1991, was Vice President of Retail
Banking at Landmark Savings Association, which was a
savings and loan association in Pittsburgh, Pennsylvania.
Lisa M. Cline 36 Vice President - Human Resources and Administrative
Services of the Bank since March, 1992; from January,
1991 to March, 1992, was Assistant Vice President and
Personnel Manager of the Bank; from 1987 to January,
1991, was Personnel Manager of the Bank; Assistant
Secretary of the Company and the Bank
since January, 1994.
Sandra L. Lee 34 Vice President - Operations of the Bank since March,
1992; from January, 1991 to March, 1992, was Assistant
Vice President - Operations of the bank; from July, 1987
to January 1991, was Operations Officer of the Bank.
Anthony F. Rocco 36 Vice President - Community Banking of the Bank since
February, 1994; from July, 1983 to February, 1994 was a
Branch Manager and Regional Manager at Landmark
Savings Association.
Sandra L. Graham 50 Secretary of the Company and the Bank since January
1995; from May, 1989 to July, 1993 was Purchasing
Agent and Human Resources Manager for Aluminum
Finishing Corporation in Indianapolis, Indiana.
</TABLE>
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires that the Company's officers
and directors and persons who own more than 10% of the Company's Common Stock
file reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC") and the National Association of Securities Dealers,
Inc. Officers, directors and such stockholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file. The
Company knows of no person who owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during fiscal 1996, all Section 16(a) filing
requirements applicable to its officers and directors were complied with in a
timely manner.
EXECUTIVE COMPENSATION
Summary
During the fiscal year ended September 30, 1996, no compensation was
paid directly by the Company to any of its executive officers, each of whom also
serves as an executive officer of the Bank and all of whom were compensated by
the Bank. The table below sets forth certain information with respect to the
annual compensation paid to the Chief Executive Officer of the Company and the
Bank. No other officer's cash compensation, defined as salary and bonus,
exceeded $100,000 during the year ended September 30, 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Name and Fiscal Other Annual Number of All Other
Principal Position Year Salary (1) Bonus Compensation (2) Options (3) Compensation(4)
- ------------------ ---- ---------- ----- ---------------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William L. Windisch, 1996 $135,397 $ 5,000 0 2,200 $23,739
President and Chief 1995 $125,255 $10,840 0 5,500 $21,086
Executive Officer 1994 $119,591 $10,280 0 2,750 $29,082
</TABLE>
- ----------------
(1) Includes amounts deferred by the named executive officer pursuant to the
Company's Thrift Plan which allows employees to defer up to 15% of their
compensation, up to the maximum established by law; also includes director's
fees paid to the named executive officer.
(2) Does not include amounts attributable to miscellaneous benefits received by
the named executive officer, including the use of a Bank-owned automobile.
In the opinion of management of the Company, the costs to the Company of
providing such benefits to Mr. Windisch during the year ended September 30,
1996 did not exceed the lesser of $50,000 or 10% of the total of annual
salary and bonus reported for Mr. Windisch.
<PAGE>
(3) Consists of stock options granted pursuant to the Company's 1988 and 1993
Employee Stock Compensation Programs. The exercise prices of the options
granted in fiscal 1996, 1995 and 1994 were $15.00, $12.73 and $15.45,
respectively.
(4) Consists of matching contributions by the Bank on behalf of Mr. Windisch
pursuant to the Bank's Thrift Plan and allocations to Mr. Windisch's account
in the Employee Stock Ownership Plan. The value placed on the ESOP shares
assumes a per share value as of the last day of the fiscal year.
Thrift Plan
In 1986, the Board of Directors of the Bank adopted The Financial
Institutions Thrift Plan (the "Thrift Plan"), a non-contributory benefit plan,
pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"). Each employee, including officers of the Bank, as of January 1, 1987,
automatically became a member of the Thrift Plan. Persons becoming employees of
the Bank thereafter are eligible to become members of the Thrift plan on the
first day of the month following the date he or she completes one year of
service with the Bank, has 1,000 hours of service in that year, and has attained
the age of 21. Members of the Thrift Plan are immediately and fully vested in
the total value of his or her own contributions and are vested in the value of
the Bank's contributions based on a graduated vesting schedule, beginning at 20%
vesting after two years and full vesting after six years.
Under the provisions of the Thrift Plan, a member may elect to save
through payroll deductions between 2% and 15% of his or her salary. The payroll
deductions may be made as a "before-tax contribution" (up to a maximum of $9,500
in 1996) through the 401(k) account or as an "after-tax contribution" through
the regular account. The Bank will match each employee's total contribution up
to 6% of salary at a rate of 50%. There is, however, a required minimum employer
contribution of 2% of salary for each eligible employee. The Bank, at its
option, may make an additional year-end contribution to the Thrift Plan under
formulas based on either (i) members' contributions, up to 6% of salary,
received by the Thrift Plan during the preceding calendar year or (ii) a uniform
percent (not over specified maximums) of all eligible employees' salary for the
preceding calendar or fiscal year. A special Internal Revenue Service
non-discriminatory test has been established which limits average Thrift Plan
contributions for highly compensated employees (including employees with
salaries in excess of $100,000 and officers with salaries in excess of $60.000)
to generally two percentage points above the average contribution rate of
non-highly compensated employees. The Thrift Plan offers a choice of five
investment funds to which contributions may be directed as follows: an
equity-index fund; an income fund invested in long-term, fixed-income contracts;
an equity mutual fund; a short-term income fund invested in bonds issued or
guaranteed by the U.S. Government; and a portfolio of high quality Treasury,
government agency, corporate and asset-backed securities. Each member may decide
which investment fund(s) will hold his or her contributions.
<PAGE>
Members who are participants in the Thrift Plan are permitted to borrow
from both their regular account and their 401(k) account. While continuing in
employment, members may also make total or partial withdrawals from their
accounts, subject to certain limitations and restrictions. Upon termination of
employment, a member may defer withdrawal of a portion of his or her total
account balance, provided that by age 70 1/2 he or she begins to receive
periodic distributions which will result in a total distribution of the account
over not more than 15 years. Upon notice of member's death, a lump sum payment
of the total amount will be made to the named beneficiary as soon as practicable
thereafter unless an election is made to receive benefits over the five-year
period following the member's death. As of September 30, 1996, the Thrift Plan
had 89 participants or 100% of the eligible officers and employees of the Bank.
Of those participants, Mr. Windisch and all executive officers as a group (seven
persons) received contributions of $4,004 and $11,879, respectively, during
fiscal 1996.
Employee Stock Ownership Plan
The Bank has an Employee Stock Ownership Plan ("ESOP") which originally
subscribed for 119,074 shares ( as adjusted for three 10% stock dividends) or
10% of the common stock issued in connection with the conversion of Fidelity
Savings Association, the predecessor to the Bank, from the mutual to stock form
of organization. In order to facilitate the purchase of such shares, the ESOP
borrowed $610,936 from another financial institution (the "Loan"). Such shares
were converted into Company Common Stock in connection with the Bank's
reorganization into the holding company structure in 1993. The ESOP is funded by
the Bank's contributions in cash or Company Common Stock, and the Loan was fully
repaid during fiscal 1995.
All employees of the Bank who (i) have completed one year of service
with the Bank and (ii) have attained the age of 21 are eligible and may
participate in the ESOP as of the effective date of the ESOP, or as of the
beginning of the plan year in which both such requirements are fulfilled. An
employee shall be credited with a year of service during a computation period
(generally, an ESOP year) if the employee completes at least 1,000 hours of
service during such period. Participants become 100% vested after five years of
credited service, with no vesting prior to such time. As of September 30, 1996,
9,937 shares had been allocated to the account of Mr. Windisch.
The Bank has entered into a Trust Agreement with a local commercial
bank (the "ESOP Trustee"), to hold, invest, reinvest and distribute the assets
of the ESOP for the exclusive benefit of participants, retired participants and
their beneficiaries. The ESOP Trustee is under the direction of the Plan
Administrator, currently the Chief Executive Officer of the Bank, who manages
and administers the ESOP and instructs the ESOP Trustee how to vote the shares
which have not yet been allocated to participants' accounts. All assets of the
ESOP are held in an Employee Stock Ownership Trust ("Trust") pursuant to the
terms of the Trust Agreement.
The ESOP is subject to the participation, vesting, fiduciary
responsibility, reporting, disclosure and claims procedure requirements of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Because
the ESOP provides benefits based on the employee's individual accounts rather
than a defined benefit based on compensation and years of service, the ESOP is
not subject to the minimum funding requirements of ERISA. Benefits under the
ESOP are not insured by the Pension Benefit Guaranty Corporation.
<PAGE>
Contributions to the Trust in cash and other cash received by the trust
will be applied to pay any current obligations of the Trust incurred for the
purchase of Company Common Stock, or may be applied to purchase additional
shares of Common Stock from current stockholders or from the Company, subject to
certain limitations. The investment policy of the ESOP is designed to invest
primarily in Common Stock of the Company.
Upon termination of a participant's employment by death, disability or
retirement, the participant shall be 100% vested in his account. Upon
termination of a participant's employment for any reason other than death,
disability, retirement, layoff, reduction in force, job elimination, or job
consolidation, the participant shall be vested as to his account in accordance
with a vesting schedule pursuant to which a participant has no vested interest
for under five years of credited service and is fully vested after five years of
service.
Vested benefits under the ESOP will normally be distributed in a single
distribution as soon as possible following separation from service.
Notwithstanding the above, distributions must commence not later than April 1 of
the calendar year following the calendar year in which the participant attains
age 70 1/2. In addition, unless the participant otherwise elects in writing,
payments of benefits must begin not later than 60 days after the close of the
ESOP year in which the latest of the following events occur: (i) the participant
attains age 65; (ii) the participant attains the tenth anniversary from the date
in which he or she commenced participation in the ESOP; or (iii) service with
the Bank is terminated. Distribution of benefits under the ESOP shall be made in
whole shares of Company Common Stock, in cash or in a combination of cash and
Company Common Stock, as elected by the participant or his or her beneficiary.
Employment Agreements
The Company and the Bank currently have an employment agreement with
William L. Windisch, the President and Chief Executive Officer of the Company
and the Bank (collectively, the "Employers"). Mr Windisch's employment agreement
commenced on January 1, 1994, with an initial term of three years, which may be
extended for an additional one-year term on each annual anniversary date if the
parties mutually agree to do so. The agreement was extended effective January 1,
1997, through December 31, 1999 by action of the Board of Directors.
Mr. Windisch's agreement is terminable by the Employers for just cause,
as defined, at any time upon written notice or in the occurrence of certain
events specified therein. The agreement contains provisions which provide Mr.
Windisch with specified benefits in the event that he is terminated subsequent
to a change in control of the Company, as defined, or terminates his employment
subsequent to a change in control for good reason, as defined. The current
salary level for Mr. Windisch under his employment agreement is $135,000, which
amount may be adjusted each year as determined by the Board of Directors.
<PAGE>
For the purposes of Mr. Windisch's agreement, "change in control" is
defined to include any of the following: (i) any change in control required to
be reported pursuant to Item 6(e) of Schedule 14A promulgated under the Exchange
Act; (ii) the acquisition of beneficial ownership by any person (as defined in
Sections 13(d) and 14(d) of the Exchange Act) of 25% or more of the combined
voting power of the Company's then outstanding securities; or (iii) during any
period of two consecutive years, a change in the majority of the Board of
Directors for any reason unless the election of each new director was approved
by at least two-thirds of the directors then still in office who were directors
at the beginning of the period.
Severance payments and other benefits are provided for in the event of
involuntary termination of employment in connection with any change in control
of the Company. A severance payment will also be provided on a similar basis in
connection with a voluntary termination of employment where, subsequent to an
acquisition of control, Mr. Windisch is assigned duties inconsistent with his
position, duties, responsibilities and status immediately prior to such change
in control. The severance payment from the Employers to Mr. Windisch would equal
2.99 times his average annual compensation for the preceding five calendar
years, or approximately $351,333 if his employment had been terminated in 1996.
Such amount would be paid within five days following the termination of
employment. Section 280G of the Code states that severance payments which equal
or exceed three times the base compensation of an individual are deemed to be
"excess parachute payments" if they are contingent upon a change in control.
Individuals receiving excess parachute payments are subject to a 20% excise tax
on the amount of such excess payments, and the employer is not entitled to
deduct the amounts of such excess payments. Mr. Windisch's agreement provides
that if the severance payments to him would constitute an excess parachute
payment, in the opinion of counsel to the Employers in consultation with the
Employers' independent accountants, then the payment would be reduced to the
largest amount that could be paid without constituting an excess parachute
payment. If Mr. Windisch's employment is terminated for reasons other than for
cause and other than in connection with or subsequent to a change in control, he
will be entitled to a severance payment equal to 2.99 times his then current
base salary.
The Employers also entered into three-year employment agreements with
Richard G. Spencer and Michael A. Mooney effective as of January 1, 1994. The
term of these agreements may be extended for a additional one year on each
annual anniversary date if the parties mutually agree to do so. The agreements
also provide for severance payments in the event of a change of control equal to
2.99 times Mr. Spencer's average compensation and two times Mr. Mooney's average
compensation, in each case subject to the limits of Section 280 G of the Code.
If employment is terminated for reasons other than for cause, disability,
retirement or death and other than in connection with or subsequent to a change
in control, the agreements provide for severance equal to one times the
officer's then current annual base salary, plus the continuation of various
benefits for one year.
<PAGE>
Employee Stock Compensation Program
As a performance incentive and to encourage ownership of its Common
Stock, the Board of Directors of the Bank adopted in 1988 an Employee Stock
Compensation Program (the "1988 Program") for the benefit of directors,
officers, and other selected key employees of the Bank who were deemed to be
responsible for the future growth of the Bank. The stockholders of the Bank
approved the 1988 Program at the 1989 Annual Meeting. The Agreement and Plan of
Reorganization pursuant to which the Company acquired the Bank as a subsidiary
in August, 1993 provided that the 1988 Program was assumed by the Company as of
the consummation of that reorganization.
Four kinds of rights, evidenced by four plans, are contained in the
1988 Program and are available for grant: incentive stock options (Plan I),
compensatory stock options (Plan II), stock appreciation rights (Plan III), and
performance share awards (Plan IV). The 1988 Program is administered by a
committee composed of three directors of the Bank ("Program Administrators"),
who are given discretion under the 1988 Program to select the persons to whom
options, rights and awards will be granted and to determine the number of shares
subject to each option, right or award. The Board of Directors (with the Program
Administrators not voting) administers the 1988 Program with respect to options
granted to the Program Administrators in accordance with the provisions of Plan
II. The current Program Administrators are all independent outside directors of
the Company.
An aggregate of 124,947 shares (as adjusted for three 10% stock
dividends) of authorized but unissued Common Stock has been reserved for
issuance under the 1988 Program pursuant to the exercise of stock options and/or
the granting of stock appreciation rights and performance shares, subject to
modification or adjustments to reflect changes in the Company capitalization as,
for example, in the case of a merger, reorganization or stock split. No grants
were made in fiscal 1996 under the 1988 Program. During fiscal 1996, options for
9,803 shares were exercised. No stock appreciation rights or performance share
awards have been granted under the 1988 Program since its adoption. As of
September 30, 1996, no shares of Common Stock remained available for grant
pursuant to the 1988 Program.
At the 1994 Annual Meeting, the stockholders approved (i) the 1993
Employee Stock Compensation Program (the "1993 Program") and (ii) the 1993
Directors' Stock Option Plan ("Directors' Plan"). Under the 1993 Program, an
aggregate of 66,000 shares (as adjusted for one 10% stock dividend) of
authorized but unissued shares have been reserved for future issue. The program
is in effect for a period of ten (10) years unless sooner terminated. Four kinds
of rights, evidenced by four (4) plans, are available for grant: incentive stock
options (Plan I), compensatory stock options (Plan II), stock appreciation
rights (Plan III) and performance share awards (Plan IV). Grants may be made to
full-time officers and employees. In December 1994, the Company granted
incentive stock options to purchase an aggregate of 28,831 shares of Common
Stock at an exercise price of $12.73 per share, including options to purchase
5,500 shares to Mr. Windisch as set forth below. During fiscal 1996, options to
purchase an aggregate of 25,455 shares of Common Stock at an exercise price of
$15.00 per share, including options to purchase 2,200 shares to Mr. Windisch as
set forth below were granted, and 177 options granted under the 1993 Program
were exercised. No stock appreciation rights or performance share awards have
been granted under the 1993 Program since its adoption. As of September 30,
1996, 20,807 shares of Common Stock remain available for grant under the 1993
Program. Including executive officers, the Bank had approximately 69 employees
as of September 30, 1996 who are eligible to be selected to participate in the
1993 Program.
<PAGE>
Under the Directors' Plan, an aggregate of 44,000 of authorized but
unissued shares (as adjusted for one 10% stock dividend) have been reserved for
future issue to non-employee directors. It shall remain in effect until December
31, 1998 unless sooner terminated in accordance with its provisions. Options
granted under the Directors' Plan do not qualify as incentive stock options as
defined in Section 422 of the Internal Revenue Code. Under the provision of the
Directors' Plan,a compensatory stock option for 1,375 (as adjusted for one 10%
stock dividend) shares was granted on December 31, 1995 to each of the five (5)
non-employee directors. It is anticipated that similar grants will be made each
December 31 through 1998.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning the grant of stock
options to Mr. Windisch during fiscal 1996.
<TABLE>
<CAPTION>
Percent of
Total Options/
SARs
Granted to Exercise
Options/SARs Employees or Base
Granted in Fiscal Price
Name (#) Year ($/Sh) Expiration Date
- ---- ------------ -------------- -------- ---------------
<S> <C> <C> <C> <C>
William L. Windisch 2,200 8.64% $15.00 December 31, 2005
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
The following table sets forth certain information concerning exercises
of stock options granted pursuant to the 1988 and 1993 Programs by the named
executive officer during the year ended September 30, 1996 and options held at
September 30, 1996.
<TABLE>
<CAPTION>
Shares Number of Unexercised Value of Unexercised
Acquired on Value Options at Sept. 30, 1996 Options at Sept. 30, 1996(1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William L.
Windisch 4,226 $46,771 22,572 4,950 $258,848 $26,043
</TABLE>
(1) Based on a per share market price of $19.00 at September 30, 1996.
<PAGE>
Indebtedness of Management
The following table sets forth information with respect to each current
director and executive officer of the Company and its affiliates who had
borrowings of $60,000 or greater from the bank during fiscal 1996. The Bank
offers loans to its directors, officers and employees. However, all of such
loans are made in the ordinary course of business, are made on substantially the
same terms, including interest rates, collateral and application fees, as those
prevailing at the time for comparable transactions with non-affiliated persons
and do not involve more than the normal risk of collectiblity or present other
unfavorable features.
<TABLE>
<CAPTION>
Highest
Principal
Amount from
October 1, 1995 Principal
to Balance at
Year Interest September 30, September 30,
Name and Position Type of Loan Made Rate 1996 1996
- ----------------- ------------ ---- ---- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Robert F. Kastelic Commercial Business (1) 1993 8.00%(2) $ 32,346 $ -
(Director) Auto(1) 1993 9.00% $ 14,675 $ -
Commercial Mortgage (3) 1994 8.625%(2) $ 265,510 $ 258,706
Commercial Mortgage (1) 1995 9.125%(2) $ 755,924 $ -
Commercial Mortgage (1) 1996 8.500%(2) $1,365,000 $1,314,109
Commercial Business (1) 1996 8.000% $ 40,000 $ -
Commercial Business (1) 1996 7.500% $ 500,000 $ -
</TABLE>
- -------------------------------------------------------
(1) Loans to X-Mark Industries, of which Mr. Kastelic is President and CEO.
(2) Adjustable-rate loan.
(3) Loan to Quasitronics, Inc., of which Mr. Kastelic is Chairman.
Certain Transactions
Charles E. Nettrour, a director of the Company, is the sole owner of
Martin & Nettrour, Incorporated, which provides insurance and brokerage services
to the Bank. During the fiscal year ended September 30, 1996, that firm received
$97,021 from the Bank in annualized general and group life, health and long-term
disability insurance premiums.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed KPMG Peat Marwick
as independent auditors for the Company for the fiscal year ending September 30,
1997 and has further directed that the selection of such auditors be submitted
for ratification by the stockholders at the Annual Meeting. The Company has been
advised by KPMG Peat Marwick that neither the firm nor any of its associates has
any relationship with the Company, the Bank or its subsidiary other than the
usual relationship that exists between independent public accountants and
clients. KPMG Peat Marwick will have one or more representatives at the Annual
Meeting who will have the opportunity to make a statement, if he or she so
desires, and who will be available to respond to appropriate questions.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK AS INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
STOCKHOLDER PROPOSAL
Any proposal which a stockholder wishes to have presented at the next
annual meeting of stockholders, presently scheduled to be held in February,
1998, must be received at the main office of the Company, 1009 Perry Highway,
Pittsburgh, Pennsylvania 15237, no later than September 12, 1997. If such
proposal is in compliance with all of the requirements of Rule 14a-8 of the
Exchange Act, it will be included in the Proxy Statement and set forth on the
form of proxy issued for the next annual meeting of stockholders. It is urged
that any such proposals be sent by certified mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article II, Section 2.15 of the
Company's Bylaws, which provides that for business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Company not less than 60 days prior to the
anniversary date of the mailing of proxy materials by the Company in connection
with the immediately preceding annual meeting of stockholders of the Company. A
stockholder's notice must set forth as to each matter the stockholder proposes
to bring before an annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and (b) certain other
information set forth in the Company's Bylaws.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the fiscal
year ended September 30, 1996 accompanies this Proxy Statement. Such Annual
Report is not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996 AND A LIST OF THE EXHIBITS THERETO
REQUIRED TO BE FILED WITH THE SEC UNDER THE EXCHANGE ACT. UPON WRITTEN REQUEST
AND A PAYMENT OF A COPYING CHARGE OF TEN CENTS PER PAGE, THE COMPANY ALSO WILL
FURNISH TO ANY SUCH STOCKHOLDER A COPY OF THE EXHIBITS TO THE ANNUAL REPORT ON
FORM 10-KSB. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO SANDRA L. GRAHAM,
SECRETARY, FIDELITY BANCORP, INC., 1009 PERRY HIGHWAY, PITTSBURGH, PENNSYLVANIA
15237. THE FORM 10-KSB REPORT IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
<PAGE>
OTHER MATTERS
Each proxy solicited hereby also confers discretionary authority on the
Board of Directors of the Company to vote the proxy with respect to the approval
of the minutes of the last meeting of stockholders, the election of any person
as a director if a nominee is unable to serve or for good cause will not serve,
matters incident to the conduct of the meeting, and upon such other matters as
may properly come before the Annual Meeting. Management is not aware of any
business that may properly come before the Annual Meeting other than those
matters described above in this Proxy Statement. However, if any other matters
should properly come before the Annual Meeting, it is intended that the proxies
solicited hereby will be voted with respect to those other matters in accordance
with the judgment of the persons voting the proxies.
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 the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
Sandra L. Graham, Secretary
Pittsburgh, Pennsylvania
January 10, 1997
<PAGE>
REVOCABLE PROXY
FIDELITY BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIDELITY
BANCORP, INC. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
FEBRUARY 4, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of the Company,
or any successors thereto, as proxies, with full powers of substitution, to vote
the shares of the undersigned at the Annual Meeting of Shareholders of the
Company to be held at the executive offices of the Company located at 1009 Perry
Highway, Pittsburgh, Pennsylvania, on February 4, 1997 at 5:00 p.m., Eastern
Time, or at any adjournment thereof, with all powers that the undersigned would
possess if personally present, as indicated below.
1. Election of Directors
|_| FOR the nominees listed |_| WITHHOLD AUTHORITY to vote for
the nominees listed
Nominees for three-year term:
William L. Windisch; Joanne Ross Wilder
2. Proposal to ratify the appointment of KPMG Peat Marwick as the
Company's independent auditors for fiscal 1997.
|_| FOR |_| AGAINST |_| ABSTAIN
In their discretion, the proxies are authorized to vote with respect to
the election of any person as a director if the nominee is unable to serve or
for good cause will not serve, matters incident to the conduct of the meeting,
and upon such matters as may properly come before the meeting.
<PAGE>
The Board of Directors recommends that you vote FOR the nominees listed
on the reverse side hereof and FOR Proposal 2. You are encouraged to specify
your choices by marking the appropriate boxes on the reverse side; however, you
need not mark any boxes if you wish to vote in accordance with the Board of
Directors' recommendations. This proxy may not be voted for any person who is
not a nominee of the Board of Directors of the Company. This proxy may be
revoked at any time before it is exercised.
Shares of Common Stock of the Company will be voted as specified. If no
specification is made, shares will be voted FOR the election of the Board of
Directors' nominees to the Board of Directors, FOR Proposal 2, and otherwise at
the discretion of the proxies.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders of the Company called for February 4, 1997, a Proxy
Statement for the Annual Meeting and the 1996 Annual Report to Stockholders.
Dated:______________________________________, 1997
__________________________________________________
Signature
__________________________________________________
Signature
Please sign exactly as your name(s) appear(s) on
this proxy. Only one signature is required in case
of a joint account. When signing in a
representative capacity, please give title.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD
USING THE ENCLOSED ENVELOPE.
