-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UXCDT/GL9PkDEqLIEakZdJFEA+AWXd/3whUe8soTLDl2E0QczvUzFKWo8uGyFPDO f7xq4skpBkqtaVy3Xeee2Q== 0000946275-01-000028.txt : 20010129 0000946275-01-000028.hdr.sgml : 20010129 ACCESSION NUMBER: 0000946275-01-000028 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY BANCORP INC CENTRAL INDEX KEY: 0000769207 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251705405 STATE OF INCORPORATION: PA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-45289 FILM NUMBER: 1515584 BUSINESS ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4123673300 MAIL ADDRESS: STREET 1: 1009 PERRY HIGHWAY CITY: PITTSBURGH STATE: PA ZIP: 15237 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY BANCORP INC EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001095145 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251705405 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1009 PERRY HWY CITY: PITTSBURGH STATE: PA ZIP: 15237 BUSINESS PHONE: 4123673300 MAIL ADDRESS: STREET 1: 1009 PERRY HWY CITY: PITTSBURGH STATE: PA ZIP: 15237 SC 13G/A 1 0001.txt SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d- 1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)* Fidelity Bancorp, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 315831 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) December 8, 2000 -------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: |X| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) ________________ * The remainder of the cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 of 4 pages Page 2 of 4 Pages CUSIP No. 315831 10 7 Schedule 13G ----------- ------------ 1. Name of Reporting Person S.S. or I.R.S. Identification Number of above person: Fidelity Bancorp, Inc. Employee Stock Ownership Plan 2. Check the appropriate box if a member of a group* (a) |X| (b) |_| 3. SEC Use Only 4. Citizenship or Place of Organization: Pennsylvania ------------ Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power: 0 --------- 6. Shared Voting Power: 169,491 --------- 7. Sole Dispositive Power: 0 --------- 8. Shared Dispositive Power: 169,491 --------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 169,491 ------- 10. Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares* |_| 11. Percent of Class Represented by Amount in Row 9: 8.0% --- 12. Type of Reporting Person*: EP -- * SEE INSTRUCTION Page 3 of 4 Pages Item 1(a) Name of Issuer: Fidelity Bancorp, Inc. -------------- ---------------------- Item 1(b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 1009 Perry Highway Pittsburgh, Pennsylvania 15237 Item 2(a) Name of Person Filing: --------------------- Fidelity Bancorp, Inc. Employee Stock Ownership Plan Item 2(b) Address of Principal Business Office: Same as Item 1(b) ------------------------------------- ----------------- Item 2(c) Citizenship: Pennsylvania ------------ ------------ Item 2(d) Title of Class of Securities: Common Stock ---------------------------- ------------ Item 2(e) CUSIP Number: 315831 10 7 ------------ ----------- Item 3 Check whether the person filing is a: ------------------------------------ Item 3(f) X Employee Benefit Plan, in accordance with ----- Rule 13d-1(b)(1)(ii)(F). Item 3(j) X Group, in accordance with Rule 13d- ----- 1(b)(1)(ii)(J). Item 3(a)(b)(c)(d)(e)(g)(h)(i) - not applicable. Item 4(a) Amount Beneficially Owned: 169,491 ------------------------- ------- Item 4(b) Percent of Class: 8.0% ---------------- --- Item 4(c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 0 -------- (ii) shared power to vote or to direct the vote 169,491 -------- (iii) sole power to dispose or to direct the disposition of 0 -------- (iv) shared power to dispose or to direct the disposition of 169,491 -------- Item 5 Ownership of Five Percent or Less of Class: ------------------------------------------ Not applicable Page 4 of 4 Pages Item 6 Ownership of More than Five Percent on Behalf of Another Person: ---------------------------------------------------------------- Not applicable Item 7 Identification and Classification of the Subsidiary Which ------------------------------------------------------------ Acquired the Security Being Reported on by the Parent Holding Company. --------------------------------------------------------------------- Not applicable Item 8 Identification and Classification of Members of the Group. --------------------------------------------------------- This Schedule 13G is being filed on behalf of the Employee Stock Ownership Plan ("ESOP") identified in Item 2(a) by the ESOP Committee and the ESOP Trustee both filing under the Item 3(f) and 3(j) classifications. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by these entities exclusive of those shares held by the ESOP as well as identification of members of these groups. Item 9 Notice of Dissolution of Group. ------------------------------ Not applicable Item 10 Certification. ------------- By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, as a member of the ESOP Committee and in my capacity as an ESOP Trustee, I certify that the information set forth in this statement is true, complete and correct. /s/Joanne Ross Wilder 01/24/01 - ------------------------------------------------------- ---------- Joanne Ross Wilder, as ESOP Committee member Date /s/Charles E. Nettrour 01/24/01 - ------------------------------------------------------- ---------- Charles E. Nettrour, as ESOP Committee member Date /s/Robert F. Kastelic 01/25/01 - ------------------------------------------------------- ---------- Robert F. Kastelic, as ESOP Committee member Date Exhibit A - --------- Identification of Members of Group ---------------------------------- Shares of common stock of the issuer are held in trust for the benefit of participating employees by the ESOP Trustees. The ESOP Trustees share voting and dispositive power with the ESOP Committee. By the terms of the ESOP, the ESOP Trustees vote stock allocated to participant accounts as directed by participants. Stock held by the Trust, but not yet allocated is voted by the ESOP Trustees as directed by the ESOP Committee. Investment direction is exercised by the ESOP Trustees as directed by the ESOP Committee. The ESOP Committee and the ESOP Trustees share voting and dispositive power with respect to the unallocated stock held by the ESOP pursuant to their fiduciary responsibilities under Section 404 of the Employee Retirement Income Security Act of 1974, as amended. Members of the ESOP Committee/ ESOP Trustees and their beneficial ------------------------------------------------ ownership of shares of common stock of the issuer exclusive of membership on the ESOP Committee, responsibilities as ESOP Trustees, and of shares beneficially owned as a Participant in the ESOP are as follows: Beneficial Beneficial Ownership Name Ownership (1) as ESOP Participant - -------------------------------------------------------------------------------- Joanne Ross Wilder 10,614 0 Charles E. Nettrour 72,699 0 Robert F. Kastelic 17,102 0 - ------------------ (1) Beneficial ownership as of January 25, 2001. Includes shares of common stock of issuer owned in conjunction with family members. The ESOP Committee and ESOP Trustee(s) disclaim ownership of these shares in conjunction with the exercise of their fiduciary duties as members of the ESOP Committee and ESOP Trustee. -----END PRIVACY-ENHANCED MESSAGE-----