WEST PALM BEACH, Fla., Jan. 10 /PRNewswire/ -- Fidelity Bankshares, Inc.
(Nasdaq: FFFL), the holding company for Fidelity Federal Bank & Trust,
announced today that it filed a registration statement on January 5, 2001,
with the Securities and Exchange Commission relating to the sale of between a
minimum of 6,097,938 and a maximum of 8,250,151 shares of common stock in a
subscription and community offering in connection with the conversion of
Fidelity Bankshares MHC from mutual to stock form. If the minimum number of
shares are sold, it is estimated that 11,050,000 shares would be outstanding
after the transaction closes. If the maximum number of shares are sold, the
estimate of shares outstanding is 14,950,000 shares.
The shares represent the 55.19% ownership in Fidelity Bankshares, Inc.,
the mid-tier holding company parent of Fidelity Bank & Trust, currently owned
by Fidelity Bankshares MHC. The shares of common stock will be offered for
sale at a fixed price of $10.00 per share. Ryan, Beck & Co. will assist in the
sale of common stock. Fidelity Bankshares MHC has filed an application with
the Office of Thrift Supervision in connection with its conversion.
As part of this transaction, the existing public shareholders of Fidelity
Bankshares, Inc. will, by operation of law, have their existing shares of
common stock exchanged for new shares of Fidelity Bankshares, Inc. Based upon
an independent appraisal performed by RP Financial, L.C., which will be
updated prior to closing the conversion, each share of Fidelity Bankshares,
Inc. is expected to be exchanged for 1.6991 shares, 1.9989 shares, 2.2987
shares or 2.6435 shares, depending on whether the offering is completed at the
minimum, midpoint, maximum or supermaximum, respectively. Consequently, a
current shareholder who owns 100 shares of common stock would receive 169
shares, 199 shares, 229 shares or 264 shares depending on whether the minimum,
midpoint, maximum or supermaximum number of shares are sold. No fractional
shares will be issued. Shareholders will receive cash in lieu of fractional
shares. In addition to regulatory approval, the transaction must be approved
by the members of Fidelity Bankshares MHC and the stockholders of Fidelity
Bankshares, Inc.
While the registration statement relating to these securities has been
filed with the Securities and Exchange Commission, it has not yet become
effective. Consequently, the common stock that will be offered may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
Fidelity Bankshares, Inc. is the holding company of Fidelity Bank & Trust,
a $1.9 billion financial institution, which operates 35 offices in Palm Beach,
Martin and St. Lucie counties in Florida. The bank offers traditional home
loans and deposit products, consumer loans, a complete line of commercial
business loans and deposits, trust services and insurance and investment
products.
For more information contact President and CEO Vince A. Elhilow or Chief
Financial Officer Richard D. Aldred at (561) 659-9900 or Frank Hawkins or
Julie Marshall, Hawk Associates, Inc. at (305) 852-2383. Email:
info@hawkassociates.com.
Information about Fidelity Bankshares, Inc. can be found on the website
http://www.fidfed.com. Copies of Fidelity Bankshares press releases, SEC
filings, current price quotes, stock charts and other valuable information for
investors may be found on the website: http://www.hawkassociates.com.
SOURCE Fidelity Bankshares, Inc.
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Related links:
http://www.fidfed.com
Company News On-Call:
http://www.prnewswire.com/comp/281429.html or fax,
800-758-5804, ext. 281429
CONTACT:
Vince A. Elhilow, President and CEO, or
Richard D. Aldred, Chief Financial Officer, both of Fidelity
Bankshares, 561-659-9900; or Frank Hawkins or Julie Marshall,
both of Hawk Associates, 305-852-2383, or
info@hawkassociates.com, for Fidelity Bankshares
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