CHICAGO, Feb. 18 /PRNewswire/ -- Fidelity Bancorp, Inc.
(Nasdaq-NNM: FBCI), the parent company of Fidelity Federal Savings Bank, today
announced its board of directors has approved a Stockholders' Rights Plan.
    The plan provides for a dividend distribution of one right for each share
of the company's common stock to holders of record on March 3, 1997.  The
distribution is not a taxable event to stockholders.  In general, the rights
cannot be exercised unless and until 15 percent or more of the company's
common stock is acquired by an individual, group or entity.  The plan also
applies to certain tender offers.  The plan permits the company's board of
directors to redeem the rights for one cent per right under various
circumstances.  The rights will expire no later than ten years from the date
of the plan's adoption.
    Among other things, the plan provides that if a person or group acquires
beneficial ownership of 15 percent or more of the outstanding common stock of
the company, holders of rights will be able to purchase a certain amount of
the company's common stock for half of its market value.  However, rights held
by the 15 percent holder will become void and will not be exercisable to
purchase shares at the discounted price.  Additional details will be contained
in a letter to be mailed to stockholders.
    "Studies have shown that rights plans can enhance stockholder value in a
variety of ways," said Raymond S. Stolarczyk, chairman and chief executive
officer.  "That is why hundreds of publicly held companies have adopted them.
Fidelity Bancorp's rights plan was adopted simply as a precautionary measure
to better enable our stockholders to realize the long-term value of their
investment, and to provide an additional level of protection against coercive
or abusive tactics," he said.
    The company also announced that its board of directors has approved an
amendment to Fidelity Bancorp's bylaws effective February 19, 1997,
establishing a residency requirement for directors.  Under the amendment, no
person will be eligible for nomination, election, reelection, appointment or
reappointment to the company's board of directors unless such person has been
a legal resident of the Chicago, Illinois Primary Metropolitan Statistical
Area for the immediately preceding twelve month period.
    Stolarczyk said that the company's rights plan and the bylaw amendment
were not adopted in response to any specific event or circumstance.  Fidelity
Bancorp's stock is traded on The Nasdaq Stock Market under the symbol "FBCI."

Link to this page: