UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)
FIDELITY BANCORP, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
315831107
(CUSIP Number)
Charles J. Moore
The Banc Funds
208 South LaSalle Street
Chicago, Illinois 60604
(312) 855-6202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 26, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
this acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
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<PAGE>
CUSIP No. 315831107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund III L.P.
2 Check the Appropriate Box If A Member of a Group* (A) [ ]`
(B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 11,522 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 11,522 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
11,522 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.8%
14 Type of Reporting Person*
PN
2
<PAGE>
CUSIP No. 315831107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Bank Fund III Trust
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 35,310 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 35,310 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
35,310 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.6%
14 Type of Reporting Person*
PN
3
<PAGE>
CUSIP No. 315831107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund IV L.P.
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 5,155 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 5,155 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
5,155 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.4%
14 Type of Reporting Person*
PN
4
<PAGE>
CUSIP No. 315831107
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund IV Trust
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds: WC
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
Number of 17,337 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 17,337 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
17,337 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.3%
14 Type of Reporting Person*
PN
5
<PAGE>
This statement relates to the Common Stock, $0.01 par value ("Common Stock"),
of Fidelity Bancorp, Inc. ("FSBI"). The address of the principal executive
offices of FSBI is 1009 Perry Highway, Pittsburgh, Pennsylvania 15237.
Item 2. Identity and Background
(a) This statement is filed by Banc Fund III L.P. ("BF III"), an Illinois
Limited Partnership, Bank Fund III Trust ("T III"), Banc Fund IV L.P. ("BF IV"),
an Illinois Limited Partnership, and Banc Fund IV Trust ("T IV"). The business
of the Funds is to provide financing to, and acquire equity interests in, banks
and other depository institutions and holding companies controlling such
entities.
(b) The general partner of BF III is MidBanc III L.P. ("MidBanc III"), an
Illinois limited partnership, whose principal business is to be a general
partner of BF III. The general partner of BF IV is MidBanc IV L.P. ("MidBanc
IV"), an Illinois limited partnership, whose principal business is to be a
general partner of BF IV.
(c) The general partner of MidBanc III is ChiCorp Management III, Inc.
("Management III"), an Illinois corporation, whose principal business is to be
a general partner of MidBanc III. The general partner of MidBanc IV is ChiCorp
Management IV, Inc. ("Management IV"), an Illinois corporation, whose principal
business is to be a general partner of MidBanc IV.
(d) The executive officers and directors of Management III and IV are the
same and are composed of:
Name and Offices in
Present Principal Management
Occupation III and IV
- ----------------- ---------------
John A. Wing Vice President
Chairman and Chief Executive Officer and Director
ABN AMRO Chicago Corporation
Wilbert A. Thiel Treasurer and
President/Treasurer, Director
Chief Operating Officer and Director,
ABN AMRO Chicago Corporation
Perry L. Taylor, Jr. Secretary and
Executive Vice President, Secretary, Director
General Counsel ABN AMRO Chicago Corporation
Charles J. Moore President and
Manager, BF III, T III, Director
BF IV, and T IV
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<PAGE>
ABN AMRO Chicago Corporation is an investment services firm and is registered
as a broker/dealer in securities.
(e) The sole stockholder of BF III, IV and ABN AMRO Chicago Corporation is ABN
AMRO Capital Markets Holding, Inc.
(f) The investment manager of T III and T IV is ABN AMRO Chicago Corporation.
(g) The address of the principal business and principal office of BF III,
T III, BF IV, T IV, MidBanc III, MidBanc IV, Management III, Management IV, and
ABN AMRO Chicago Corporation and the business address of each of the persons
named in paragraph (d) is 208 S. LaSalle Street, Chicago, IL 60604.
(h) During the last five years, none of the persons named herein has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(i) Each of the persons named in paragraphs (d) and (g) is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or other Consideration.
An aggregate of $1,166,818 from the capital of the Funds has been used in
making purchases of 69,324 shares of Common Stock of FSBI.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of FSBI reported herein for purposes of
investment. The Funds may, in the future, purchase additional shares of Common
Stock of FSBI or sell such securities.
The Funds do not have any present plan or proposal which would relate to or
result in transactions of the kind described in paragraphs (a) through (j) of
Item 4 of Schedule 13d-101 of the Securities and Exchange Commission. The Funds
reserve the right, in the future, to adopt such plans or proposals.
Item 5. Interest in Securities of the Issuer.
(a) An aggregate of 69,324 shares of Common Stock are beneficially owned by
the Funds. Such shares of Common Stock represent approximately 5.0% of the
Common Stock of FSBI outstanding as of February 26, 1997. Of said shares,
11,522 shares of Common Stock are beneficially owned by BF III (.8% of the
outstanding shares), while 35,310 shares of Common Stock are beneficially owned
by T III (2.6% of the outstanding shares), while 5,155 shares of Common Stock
are beneficially owned by BF IV (0.4% of the outstanding shares), and 17,337
shares of Common Stock are beneficially owned by T IV (1.3% of the outstanding
shares).
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<PAGE>
To the best knowledge and belief of the Funds, no securities of FSBI are owned
by any of the other persons named in Item 2 or by any persons who together with
any of the persons named in Item 2 comprise a group within the meaning of
Section 13(d) (3) of the Securities Exchange Act of 1934, as amended. Anything
to the contrary in this Schedule 13D notwithstanding, each Fund disclaims
beneficial ownership of the shares of Common Stock beneficially owned by the
other Fund.
(b) The Funds have the sole power to vote or to direct the vote, and the sole
power to dispose or to direct the disposition of, all of the shares beneficially
owned by them as set forth in paragraph (a) above.
(c) On February 26, 1997, the Funds' ownership of shares of Common Stock of
FSBI increased to more than 5% of the adjusted outstanding shares of said class.
The Funds have purchased and sold Common Shares on the open market as described
in the table below:
BF III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
01/23/97 4,735.50 246 19.250
01/30/97 5,390.00 280 19.250
T III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
01/23/97 14,514.50 754 19.250
01/30/97 16,478.00 856 19.250
BF IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
01/14/97 10,703.00 556 19.250
01/30/97 6,025.25 313 19.250
02/07/97 18,110.75 917 19.750
02/25/97 11,243.37 481 23.375
02/26/97 5,352.87 229 23.375
T IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
01/14/97 36,036.00 1,872 19.250
01/30/97 20,231.75 1,051 19.250
02/07/97 60,889.25 3,083 19.750
02/25/97 37,844.12 1,619 23.375
02/26/97 18,022.12 771 23.375
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<PAGE>
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
None
Item 7. Material to be filed as exhibits.
None
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.
March 10, 1997
BANC FUND III L.P.
By MIDBANC III L.P.,
general partner
By CHICORP MANAGEMENT III, INC.,
general partner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANK FUND III TRUST
By ABN AMRO CHICAGO CORPORATION,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, Senior Vice President
BANC FUND IV L.P.
By MIDBANC IV L.P.,
general partner
By CHICORP MANAGEMENT IV, INC.,
general partner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANC FUND IV TRUST
By ABN AMRO CHICAGO CORPORATION,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, Senior Vice President
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