SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 9, 2000
FIDELITY BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
Pennsylvania 0-22288 25-1705405
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(State or other jurisdiction (SEC File No.) (IRS Employer Identification
of incorporation) Number)
1009 Perry Highway, Pittsburgh, Pennsylvania 15237
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 367-3300
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Not Applicable
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(Former name or former address, if changed since last Report)
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INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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On February 18, 2000, the Registrant entered into an Agreement and Plan of
Merger with Pennwood Bancorp, Inc. to purchase all of the outstanding common
stock of Pennwood. On May 9, 2000, Fidelity Savings Bank, the wholly-owned
subsidiary of the Registrant, signed a definitive Agreement with The Farmers
National Bank of Kittanning, Kittanning, Pennsylvania, to sell to Farmers the
real property, furniture, fixtures and equipment, and to assume the deposit
liabilities of the two Kittanning branches of Pennwood Savings Bank.
A copy of a press release issued May 10, 2000 by the Registrant is attached
hereto as Exhibit 99 and is incorporated herein by reference in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 99 -- Press Release concerning a definitive Agreement, dated May 10,
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2000, between Fidelity Savings Bank and The Farmers National Bank of
Kittanning for the sale of the real property, furniture, fixtures and equipment,
and to assume the deposit liabilities of the two Kittanning branches of Pennwood
Savings Bank.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
FIDELITY BANCORP, INC.
Date: May 11, 2000 By: /s/ William L. Windisch
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William L. Windisch
President and Chief Executive Officer
EXHIBIT 99
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Release Date: Contact:
May 10, 2000 William L. Windisch, President
Fidelity Bancorp, Inc.
(412) 367-3300
Ken Brougher, President
The Farmers National Bank of Kittanning
(724) 548-1581
FIDELITY BANCORP, INC. ANNOUNCES AGREEMENT
WITH THE FARMERS NATIONAL BANK OF KITTANNING
TO ACQUIRE TWO KITTANNING BRANCHES
OF PENNWOOD SAVINGS BANK
May 10, 2000: Fidelity Bancorp, Inc. (NASDAQ -- "FSBI"), the holding
company for Fidelity Savings Bank, Pittsburgh, Pennsylvania, announced the
signing of an agreement on May 9, 2000 to sell the real property, furniture,
fixtures and equipment and to assume the deposit liabilities of the two branch
offices of Pennwood Savings Bank located in Kittanning, Pennsylvania with The
Farmers National Bank of Kittanning, Pennsylvania. The agreement provides for
the sale of approximately $500,000 of assets and the assumption of approximately
$20 million of deposit liabilities. The transaction is subject to several
contingencies, including the receipt of regulatory approval and consummation of
Fidelity's acquisition of Pennwood Savings Bank.
On February 18, 2000, Fidelity entered into a definitive Agreement and Plan
of Merger with Pennwood Bancorp, Inc., whereby Fidelity will acquire all of the
outstanding common stock of Pennwood Bancorp, Inc., the holding company of
Pennwood Savings Bank. Pennwood's main office is located at 683 Lincoln Avenue,
Pittsburgh, Pennsylvania. Fidelity plans to keep all of the loans acquired from
Pennwood and the main Pittsburgh office. Fidelity's acquisition of Pennwood and
the sale of the Kittanning branches to Farmers are both expected to occur at
essentially the same time in approximately July 2000.
William L. Windisch, President of Fidelity Savings Bank, stated "Our
interest in acquiring Pennwood Savings Bank was primarily to acquire its main
office on Lincoln Avenue, to use as a new branch location. The main office fits
very well within Fidelity's existing market area and branch network. We believe
that the sale of the Kittanning offices, which are outside of our primary market
area, is in the best interest of Fidelity and its stockholders."
Ken Brougher, President of The Farmer National Bank of Kittanning, stated,
"The assumption of the deposit liabilities from the two Pennwood offices and
acquisition of the office at 4 Hilltop Plaza, will allow Farmers to continue to
grow and operate as the premier locally-headquartered financial institution in
the Kittanning area."
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At March 31, 2000, Fidelity had total assets of $511.2 million and
stockholders' equity of $26.0 million. Fidelity currently operates from nine
full-service offices located in Pittsburgh, Allison Park, Mount Lebanon and
Zelienople, Pennsylvania. At March 31, 2000, Farmers had total assets of $92.7
million and stockholders' equity of $10.7 million. Farmers currently operates
two offices located in Kittanning and West Kittanning, Pennsylvania.
