SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. __________)
FIDELITY BANCORP, INC.
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(Name of Issuer)
Common Stock $0.01 Par Value Per Share
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(Title of Class of Securities)
315831 10 7
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(CUSIP Number)
Samuel J. Malizia, Esquire
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W., Suite 700 East
Washington, D.C. 20005
(202) 434-4660
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1997
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(Date of event which requires filing of
this Statement)
If the filing person has previously filed a Statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages.)
(Page 1 of 7 pages)
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CUSIP No. 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William L. Windisch
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 42,333 Shares
SHARES ------------- -----------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 65,151 Shares
EACH ------------- -----------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 42,333 Shares
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10 SHARED DISPOSITIVE POWER
65,151 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,484 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.36% (based on 1,980,590 outstanding shares)
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14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
- ----------------------------
The class of equity securities to which this Statement relates is the
common stock, $0.01 par value per share (the "Common Stock"), of Fidelity
Bancorp, Inc. (the "Issuer"), the executive office of which is located at 1009
Perry Highway, Pittsburgh, Pennsylvania, 15237.
Item 2. Identity and Background
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(a) Name: William L. Windisch
(b) Residence or Business Address: 1009 Perry Highway, Pittsburgh,
Pennsylvania, 15237.
(c) Present Principal Occupation or Employment: President and Chief Executive
Officer of Fidelity Bancorp, Inc., 1009 Perry Highway, Pittsburgh,
Pennsylvania, 15237.
(d) None.
(e) None.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
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The purchase of the Common Stock was made with the personal funds of
Mr. Windisch. Mr. Windisch received 26,304 shares which may be acquired pursuant
to the exercise of options which were granted pursuant to compensation plans of
the Issuer.
Item 4. Purpose of Transaction
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All of the shares reported on this Schedule 13D as beneficially owned
by Mr. Windisch were acquired for investment. Mr. Windisch may, from time to
time, depending upon market conditions and other investment considerations,
purchase additional securities of the Issuer for investment or dispose of
securities of the Issuer. As a director and an executive officer of the Issuer,
Mr. Windisch, from time to time, explores and is presented with potential
actions and
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transactions which may be advantageous to the Issuer and its stockholders,
including possible mergers, acquisitions and other business combinations.
Other than as discussed above and in the performance of his duties as a
director and an executive officer of the Issuer, Mr. Windisch has no current
plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any persons;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
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(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) The reporting person beneficially owns 107,484 shares of the Issuer
as of the date of this statement, representing 5.36% of the issued and
outstanding shares. This includes 16,029 shares of the Common Stock held in the
ESOP which have been allocated to Mr. Windisch's account and 26,304 shares which
may be acquired by Mr. Windisch within 60 days pursuant to exercise of stock
options. This does not include 8,075 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.
(b) Mr. Windisch exercises sole voting and dispositive power over
42,333 shares. The total of 107,484 shares owned directly and beneficially by
Mr. Windisch also includes 42,994 shares of Common Stock owned jointly with Mr.
Windisch's wife, 20,748 shares owned solely by Mr. Windisch's wife, and 1,409
shares held by his daughter who resides with him.
(c) No transactions in the class of securities being reporting on have
been effected during the past sixty days.
(d) No other person has any interest in the securities reported on
pursuant to his Schedule 13D.
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding, or Relationships With Respect to
Securities of the Issuer
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There are no contracts, arrangements, understandings, or relationships
between the undersigned and any other person with respect to the issuer's
securities, including but not limited to the transfer or voting of securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, the giving or withholding of
proxies, or otherwise.
Item 7. Material to be Filed as Exhibits
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Not applicable.
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SIGNATURE
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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 26, 1999 /s/ WILLIAM L. WINDISCH
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William L. Windisch
