WEST PALM BEACH, Fla., March 30 /PRNewswire/ -- Fidelity Bankshares, Inc.
(Nasdaq: FFFL), the holding company for Fidelity Federal Bank and Trust, has
begun its offering of common stock pursuant to a Plan of Conversion. Pursuant
to the Plan, Fidelity Bankshares, MHC, the mutual holding company for Fidelity
Bankshares, Inc., is conducting a "second-step" conversion, through the stock
offering. It is offering for sale its 55.27% interest in Fidelity Bankshares,
Inc. As a result of the conversion and offering, the mutual holding company
will cease to exist, and Fidelity Bankshares, Inc., will become a fully public
holding company.
Fidelity Bankshares, Inc. is offering for sale between 6,756,808 and
8,898,034 shares of common stock (subject to a 15% increase) at a purchase
price of $10.00 per share. Upon the completion of the conversion and stock
offering, Fidelity Bankshares, Inc. will issue shares of its common stock to
the public stockholders of Fidelity Bankshares, Inc., who currently own 44.73%
of its common stock. The number of new shares which they will receive will be
based on an exchange ratio that is intended to ensure that, after the
conversion and offering, public stockholders will maintain approximately the
same ownership interest in Fidelity Bankshares, Inc., as they currently own
(exclusive of any shares stockholders purchase in the offering). Public
stockholders are expected to receive between 1.8277 and 2.4727 shares (subject
to a 15% increase to 2.8436 shares) of stock in exchange for each of their
existing shares. The offering range and the share exchange ratio range could
change as a result of updates to the independent appraisal of Fidelity
Bankshares, Inc., reflecting changes in market conditions during the offering.
Pursuant to governing regulation, the common stock is being offered for
sale in a subscription offering, in descending order of priority, to 1)
Fidelity Federal Bank and Trust's depositors with $50 or more on deposit at
October 31, 1999; 2) tax qualified employee benefit plans, including the
employee stock ownership plan; 3) depositors with $50 or more on deposit at
December 31, 2000 and 4) depositors at March 18, 2001, and borrowers as of
January 7, 1994, who remain borrowers at March 18, 2001. Shares of stock not
sold in the subscription offering are expected to be offered to the public in
a concurrent community offering, with a preference to Fidelity Bankshares,
Inc.'s stockholders as of March 19, 2001, followed by residents of the Florida
counties of Palm Beach, Martin, St. Lucie and Indian River. All shares will
be sold at $10.00 per share. The offering concludes on April 30, 2001.
The conversion will not affect the terms and conditions of any loans held
by borrowers of Fidelity Federal Bank and Trust, nor will it affect the
balances, interest rates, maturities or insurance coverage of deposit
accounts. The conversion is subject to the receipt of final Office of Thrift
Supervision approval, and ratification of the Plan by depositors and certain
borrowers of Fidelity Federal Bank and Trust and by the public stockholders of
Fidelity Bankshares, Inc.
Stock offering materials are being mailed to those eligible to subscribe
in the subscription offering, and proxy materials are being provided to
stockholders and customers eligible to vote on the Plan. Information,
including details of the offering and the operations of Fidelity Bankshares,
Inc. are provided in the Prospectus, which may be obtained by calling the
Fidelity Bankshares, Inc.'s Stock Information Center on or after April 5,
2001, which is when it will commence operations. The toll-free telephone
number is (877) 888-1555. Hours of operation will be from 9:00 a.m. to
4:00 p.m., Monday through Friday.
Fidelity Bankshares, Inc., through its wholly owned subsidiary Fidelity
Federal Bank and Trust, has assets of over $1.9 billion and deposits of nearly
$1.5 billion. It has 36 offices in Palm Beach, Martin and St. Lucie counties.
The Bank offers traditional banking products as well as trust, investment and
insurance services, a full line of mortgage and commercial loans and business
banking services including loans and lines of credit,
For more information contact President and CEO Vince A. Elhilow or Chief
Financial Officer Richard D. Aldred at (561) 659-9900.
This release is neither an offer to sell nor a solicitation of an offer to
buy common stock. The offer is made only by the prospectus. The shares of
common stock are not savings accounts, may lose value and are not insured by
the Federal Deposit Insurance Corporation or any government agency.
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
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