CLARENDON HILLS, Ill., and CHICAGO, July 16 /PRNewswire-FirstCall/ -- MAF
Bancorp, Inc. (Nasdaq: MAFB) and Fidelity Bancorp, Inc. (Nasdaq: FBCI) jointly
announced today that at a special meeting of stockholders held on July 16,
2003, Fidelity's stockholders adopted and approved the Agreement and Plan of
Reorganization, dated as of December 16, 2002, by and among MAF and Fidelity
and the resulting merger of Fidelity with and into MAF.
Pursuant to the merger agreement, each share of Fidelity common stock will
be converted into the right to receive 0.89 shares of MAF common stock. Based
on the closing price of MAF common stock on July 15, 2003, the transaction has
a current value of $115 million in the aggregate and $35.16 per share of
Fidelity common stock. The transaction, which is subject to customary closing
conditions, is scheduled to close in mid- to late-July, 2003. All required
regulatory approvals for the merger have been obtained. In connection with
the merger, Fidelity's bank subsidiary, Fidelity Federal Savings Bank, will be
merged with and into Mid America Bank, a wholly-owned subsidiary of MAF
Bancorp. The merger of the banks will provide Mid America Bank with five
additional branch locations in the Chicago area.
MAF is the parent company of Mid America Bank, a federally chartered stock
savings bank headquartered in Clarendon Hills, IL. At March 31, 2003 the
company had assets of $6.0 billion, deposits of $3.8 billion and stockholders'
equity of $517 million. The Bank operates a network of 37 retail banking
offices primarily in Chicago and its western suburbs. MAF's common stock
trades on the Nasdaq Stock Market under the symbol MAFB.
Fidelity is the holding company for Fidelity Federal Savings Bank, a
federally chartered stock savings bank headquartered in Chicago, IL. At March
31, 2003, Fidelity had assets of $723 million, deposits of $458 million, and
stockholders' equity of $62 million. Fidelity's common stock trades on the
Nasdaq Stock Market under the symbol FBCI.
Forward-Looking Information
Statements contained in this news release that are not historical facts
constitute forward-looking statements (within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended), which involve significant
risks and uncertainties. MAF and Fidelity intend such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and is including this statement for purposes of invoking these safe harbor
provisions. Factors which could have an effect on the timing of the closing of
the merger of Fidelity into MAF include, but are not limited to, unanticipated
developments that could have a material adverse effect on MAF or Fidelity or
unexpected developments affecting MAF's or Fidelity's ability to satisfy any
conditions to closing.
SOURCE Fidelity Bancorp, Inc.
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CONTACT:
Allen H. Koranda, Chairman and Chief
Executive Officer, and Jerry A. Weberling, EVP and Chief
Financial Officer, both of MAF Bancorp, Inc., +1-630-887-5999, or
Raymond S. Stolarczyk, Chairman and CEO, and Thomas E. Bentel,
President and COO, both of Fidelity Bancorp, Inc.,
+1-773-736-4414
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