-----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, Lz8aEMXqdtZzhx33QI/Va00FSxVk3fEjR/JvYNRNrK/Mt0o++leB1UL1GFGsOCSc CiJHw+g4vuoF+0j54c3cOA== 0000897069-02-000829.txt : 20021030 0000897069-02-000829.hdr.sgml : 20021030 20021030112458 ACCESSION NUMBER: 0000897069-02-000829 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021030 GROUP MEMBERS: ARCHIMEDES OVERSEAS, LTD GROUP MEMBERS: FINANCIAL EDGE--STRATEGIC FUND, L.P. GROUP MEMBERS: GARRETT GOODBODY GROUP MEMBERS: GOODBODY/PL CAPITAL, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, LLC GROUP MEMBERS: JOHN WM. PALMER GROUP MEMBERS: PL CAPITAL, LLC GROUP MEMBERS: RICHARD J. LASHLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY BANCORP INC /DE/ CENTRAL INDEX KEY: 0000912219 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 363915246 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45252 FILM NUMBER: 02802301 BUSINESS ADDRESS: STREET 1: 5455 WEST BELMONT AVENUE CITY: CHICAGO STATE: IL ZIP: 60641 BUSINESS PHONE: 7737364414 MAIL ADDRESS: STREET 1: 5455 WEST BELMONT AVENUE CITY: CHICAGO STATE: IL ZIP: 60641 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 6308481340 MAIL ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 sdc243a.txt 13D AMENDMENT 3 CUSIP No. 31583B105 Page 1 of 27 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) FIDELITY BANCORP, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 31583B105 (CUSIP Number) Mr. Phillip Goldberg Foley & Lardner One IBM Plaza Suite 3300 330 North Wabash Avenue Chicago, IL 60611-3608 (312) 755-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 31583B105 Page 2 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Financial Edge Fund, L.P. - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC,OO - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 202,050 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 202,050 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,050 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.6% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 31583B105 Page 3 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Financial Edge -- Strategic Fund, L.P. - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC,OO - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 75,200 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 75,200 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,200 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.4% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 31583B105 Page 4 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Goodbody/PL Capital, L.P. - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC,OO - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 18,000 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 18,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.6% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 31583B105 Page 5 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Archimedes Overseas, LTD - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC,OO - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Channel Islands - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,750 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 9,750 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,750 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.3% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 31583B105 Page 6 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON PL Capital, LLC - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 277,250 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 277,250 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,250 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.0% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 31583B105 Page 7 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Goodbody/PL Capital, LLC - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 27,750 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 27,750 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,750 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.9% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 31583B105 Page 8 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON John Wm. Palmer - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 PF - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 100 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 305,000 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 100 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 305,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 305,100 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.9% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN ================================================================================ CUSIP No. 31583B105 Page 9 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Richard J. Lashley - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 PF - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 150 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 305,000 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 150 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 305,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 305,150 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.9% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN ================================================================================ CUSIP No. 31583B105 Page 10 of 27 Pages ================================================================================ 1 NAME OF REPORTING PERSON Garrett Goodbody - -------- ---------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------- ---------------------------------------------------------------------- 3 SEC USE ONLY - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 - -------- ---------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------- ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 -------- -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 27,750 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 27,750 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,750 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.9% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN ================================================================================ CUSIP No. 31583B105 Page 11 of 27 Pages Item 1. Security and Issuer This Schedule 13D is being filed jointly by Financial Edge Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"); Financial Edge-Strategic Fund, L.P., a Delaware limited partnership ("Financial Edge Strategic"); PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund and Financial Edge Strategic ("PL Capital"); Goodbody/PL Capital, L.P., a Delaware limited partnership ("Goodbody/PL LP"); Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP ("Goodbody/PL LLC"); Archimedes Overseas, LTD, a Channel Islands investment company ("Archimedes"); John W. Palmer and Richard J. Lashley, Managing Members of PL Capital and Goodbody/PL LLC; and Garrett Goodbody, Managing Member of Goodbody/PL LLC. All of the filers of this Schedule 13D are collectively the "Group." This Schedule 13D relates to the common stock ("Common Stock") of Fidelity Bancorp, Inc. (the "Company" or "Fidelity Bancorp"). The address of the principal executive offices of the Company is 5455 W. Belmont Avenue, Chicago, IL 60641. The joint filing agreement of the members of the Group is attached as Exhibit 1. Item 2. Identity and Background (a)-(c) This statement is filed by Mr. John Palmer, Mr. Richard Lashley and Mr. Garrett Goodbody, with respect to the shares of Common Stock beneficially owned by them, as follows: (1) shares of Common Stock held in the name of Financial Edge Fund and Financial Edge Strategic, in Mr. Palmer's and Mr. Lashley's capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund and Financial Edge Strategic; (2) shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer's, Mr. Lashley's and Mr. Goodbody's capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP; (3) shares of Common Stock held in the name of Archimedes, in Mr. Palmer's, Mr. Lashley's and Mr. Goodbody's capacity as Managing Members of Goodbody/PL LLC, which has trading and certain other discretionary authority over Archimedes; and (4) shares of Common Stock owned of record by Mr. Lashley and Mr. Palmer. The business address of Financial Edge Fund, Financial Edge Strategic, PL Capital, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer, Mr. Lashley and Mr. Goodbody is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. The principal employment of Messrs. Palmer, Lashley and Goodbody is investment management. The business address of Archimedes is 40 Swiss Partner, 23 Schanzengraben, 8039 Zurich, Switzerland. Archimedes is an investment company. CUSIP No. 31583B105 Page 12 of 27 Pages (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) All of the individuals who are members of the Group are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration In aggregate, the Group owns 305,250 shares of Common Stock. The amount of funds expended by Financial Edge Fund to acquire the 202,050 shares of Common Stock it holds in its name is $3,124,745. Such funds were provided in part from Financial Edge Fund's available capital and, from time to time, in part by margin account loans from subsidiaries of The Bear Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of business. The amount of funds expended by Financial Edge Strategic to acquire the 75,200 shares of Common Stock it holds in its name is $1,380,369. Such funds were provided in part from Financial Edge Strategic's available capital and, from time to time, in part by margin account loans from Bear Stearns extended in the ordinary course of business. The amount of funds expended by Goodbody/PL LP to acquire the 18,000 shares of Common Stock it holds in its name is $264,750. Such funds were provided in part from Goodbody/PL LP's available capital and, from time to time, in part by margin account loans from subsidiaries of Bear Stearns, extended in the ordinary course of business. The amount of funds expended by Archimedes to acquire the 9,750 shares of Common Stock it holds in its name is $157,370. Such funds were provided in part from Archimedes' available capital and, from time to time, in part by margin account loans from subsidiaries of Bear Stearns, extended in the ordinary course of business. The amount of funds expended by Mr. Lashley to acquire the 150 shares of Common Stock he holds in his name is $2,561. Such funds were provided from Mr. Lashley's personal funds. The amount of funds expended by Mr. Palmer to acquire the 100 shares of Common Stock he holds in his name is $2,210. Such funds were provided from Mr. Palmer's personal funds. CUSIP No. 31583B105 Page 13 of 27 Pages All purchases of Common Stock made by members of the Group using funds borrowed from Bear Stearns, if any, were made in margin transactions on those firms' usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Common Stock by members of the Group is to profit from appreciation in the market price of the Common Stock through the assertion of shareholder rights and influencing the policies of the Company. Members of the Group believe the Company's stock is undervalued, relative to its underlying franchise value, due in part to the Company's: (1) small market capitalization; (2) illiquid stock; and (3) infrequent use of stock buybacks within the past 18 months. Members of the Group also believe that the Company's recent entry into the leasing business is inappropriate and inconsistent with the Company's historical business model, risk profile and asset quality. Members of the Group believe that the Company currently does not have sufficient expertise to manage the leasing business, and that the cost to acquire or build the appropriate expertise would be prohibitive and exceed any prospective risk-adjusted benefit. Members of the Group believe the recent quarterly results of the Company have benefited from the favorable, low interest rates and "steep yield curve" prevailing in the marketplace, conditions favorable to thrifts such as the Company. These conditions are likely not to persist in perpetuity, therefore, the Group believes the Company's long term prospects as an independent thrift are in question. Members of the Group also believe Fidelity Bancorp's stock price will remain permanently undervalued (relative to its value in a sale to a larger financial services institution) because the Company is a small thrift operating in a highly competitive industry and market area. Despite the Group's concerns about Fidelity Bancorp's stock valuation and long-term prospects as an independent company, the Group believes the Company is located in a highly desirable market area (Chicago) that is populated with larger and more profitable financial services organizations, some of which may be interested in acquiring the Company. Based upon recent merger multiples and our understanding of the market area and the Company, it is the Group's opinion that the Company could garner a takeover premium that would be attractive to shareholders and exceeds any value the Company might realistically produce by remaining independent. Therefore, at this time the Group believes that the optimal way to maximize the value of the Company's franchise, and dramatically increase shareholder value, is for the Board of Directors of Fidelity Bancorp to investigate the sale of the Company to a larger financial services organization. Members of the Group met with the management of Fidelity Bancorp on CUSIP No. 31583B105 Page 14 of 27 Pages November 27, 2001, and hope to meet with the management of the Company periodically to discuss the Group's concerns and issues. On June 4, 2002, Richard Lashley sent a letter to the Company demanding an opportunity to inspect and copy, among other things, a current list of stockholders. The Group is demanding the stockholder list for the purpose of evaluating seeking election or appointment to the Board of Directors of the Company in connection with the 2003 Annual Meeting. A copy of the letter is attached as Exhibit 2. On October 23, 2002, Group member Richard Lashley sent a letter to Fidelity Bancorp, notifying Fidelity of his intention to nominate John Palmer for election to Fidelity's board at Fidelity's 2003 Annual Meeting of Shareholders, which is currently scheduled for January 22, 2003. A copy of the letter is attached as Exhibit 3. Members of the Group have scheduled a November 20, 2002 meeting with Raymond Stolarcyzk, CEO of Fidelity, to discuss Fidelity's financial results and strategic direction. Members of the Group do not presently intend to make further purchases or sales of shares of Common Stock, but may at any time purchase shares or dispose of any or all the shares of Common Stock held by them. To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Group has such a purpose. Except as noted in this Schedule 13D, no member of the Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Item 5. Interest in Securities of the Company The percentages used in this Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 3,081,490, as of September 30, 2002, as reported on the Company's press release dated October 21, 2002. All purchases and sales of Common Stock reported herein were made in open market transactions on the Nasdaq National Market. (A) Financial Edge Fund (a)-(b) See cover page. (c) Financial Edge Fund has made no purchases or sales of Common Stock in the past 60 days. (d) Because they are the Managing Members of PL Capital, the general partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer CUSIP No. 31583B105 Page 15 of 27 Pages and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock. (B) Financial Edge Strategic (a)-(b) See cover page. (c) Financial Edge Strategic has made no purchases or sales of Common Stock in the past 60 days. (d) Because they are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, Mr. Palmer and Mr. Lashley have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock. (C) Goodbody/PL LP (a)-(b) See cover page. (c) Goodbody/PL LP has made no purchases or sales of Common Stock in the last 60 days. (d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Goodbody, Palmer and Lashley have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Goodbody, Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP. (D) Archimedes (a)-(b) See cover page. (c) Archimedes has made no purchases or sales of Common Stock in the past 60 days. (d) Goodbody/PL LLC has discretionary authority over Archimedes. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Goodbody, Palmer and Lashley may be deemed to share with Goodbody/PL LLC voting and disposition power with regard to the shares of Common Stock held by Archimedes. CUSIP No. 31583B105 Page 16 of 27 Pages (E) PL Capital (a)-(b) See cover page. (c) PL Capital has made no purchases or sales of Common Stock directly. (d) PL Capital is the general partner of Financial Edge Fund and Financial Edge Strategic. Because they are the Managing Members of PL Capital, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and disposition power with regard to the shares of Common Stock held by Financial Edge Fund and Financial Edge Strategic. (F) Goodbody/PL LLC (a)-(b) See cover page. (c) Goodbody/PL LLC has made no purchases or sales of Common Stock directly. (d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Goodbody, Palmer and Lashley have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Goodbody, Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP. (G) Mr. John Palmer (a)-(b) See cover page. (c) Mr. Palmer purchased 100 shares of Common Stock on October 23, 2002, at $21.95 per share, for an aggregate cost of $2,210. (H) Mr. Richard Lashley (a)-(b) See cover page. (c) Mr. Lashley has made no purchases or sales of Common Stock in the past 60 days. (I) Mr. Garrett Goodbody (a)-(b) See cover page. (c) Mr. Goodbody has made no purchases or sales of Common Stock directly. CUSIP No. 31583B105 Page 17 of 27 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Other than the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or the giving or withholding of proxies, except for sharing of profits, as described below. With respect to Financial Edge Fund and Financial Edge Strategic, PL Capital is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP and Archimedes, Goodbody/PL LLC is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. Item 7. Material to be Filed as Exhibits No. Description --- ----------- 1 Joint Filing Agreement* 2 Letter from Richard Lashley to Raymond S. Stolarczyk, dated June 4, 2002.* 3 Letter from Richard Lashley to Judith Leaf, Corporate Secretary, dated October 23, 2002. - ------------------------ *Filed with an earlier-filed version of this Schedule 13D (as most recently amended, the "Original 13D"). CUSIP No. 31583B105 Page 18 of 27 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 28, 2002 ---------------------------------------------------------------- FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member ---------------------------------------------------------------- FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member ---------------------------------------------------------------- PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member ---------------------------------------------------------------- GOODBODY/PL CAPITAL, L.P. By: GOODBODY/PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley /s/ Garrett Goodbody John Palmer Richard Lashley Garrett Goodbody Managing Member Managing Member Managing Member ---------------------------------------------------------------- CUSIP No. 31583B105 Page 19 of 27 Pages ---------------------------------------------------------------- GOODBODY/PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley /s/ Garrett Goodbody John Palmer Richard Lashley Garrett Goodbody Managing Member Managing Member Managing Member ---------------------------------------------------------------- ARCHIMEDES OVERSEAS, LTD. By: GOODBODY/PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley /s/ Garrett Goodbody John Palmer Richard Lashley Garrett Goodbody Managing Member Managing Member Managing Member ---------------------------------------------------------------- - ------------------------------------------------------- By: /s/ John Palmer John Palmer - ------------------------------------------------------- By: /s/ Richard Lashley Richard Lashley - ------------------------------------------------------- By: /s/ Garrett Goodbody Garrett Goodbody - ------------------------------------------------------- EX-99.3 3 sdc243b.txt LETTER FROM RICHARD LASHLEY EXHIBIT 3 Mr. Richard Lashley 2 Trinity Place Warren, NJ 07059 October 23, 2002 VIA TELEFAX AND HAND-DELIVERY Ms. Judith A. Leaf Corporate Secretary Fidelity Bancorp, Inc. 5455 West Belmont Avenue Chicago, IL 60641-4186 Re: Notice of Intent to Nominate One Director Dear Ms. Leaf: This letter constitutes a notice of intent by Richard Lashley to nominate one person for election as director of Fidelity Bancorp, Inc. (the "Company") at the 2003 Annual Meeting of Stockholders of the Company scheduled for January 22, 2003. This notice is being provided to you pursuant to Section 6C of Article I of the Company's By-Laws. Mr. Lashley owns of record 150 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), evidenced by the attached copies of stock certificates #FB5526 and #FB5767. Mr. Lashley also beneficially owns an additional 305,100 shares of the Common Stock. By the fact of Mr. Lashley's submission of this notice of intent to nominate, it is his understanding the Company is now obligated under the federal securities laws to obtain pre-approval by the United States Securities and Exchange Commission of its proxy materials. Mr. Lashley hereby notifies the Company pursuant to Section 6C of Article I of the Company's By-Laws that he intends to nominate Mr. John Palmer for election to the Board of Directors of the Company at the 2003 Annual Meeting of Stockholders of the Company. Enclosed is the written consent of the proposed nominee to be named in Mr. Lashley's proxy statement and to serve as a director of the Company if elected. Set forth below is certain information, including that required by Article I of the Company's By-Laws. The information set forth below responds fully to all of the requirements of Article I. Please contact me as soon as possible if you require additional information. CUSIP No. 31583B105 Page 21 of 27 Pages (i) As to proposed nominee: A. Name, Age, Business Address and Residence Address Name Age Business Address Residence Address - ---- --- ---------------- ----------------- John Palmer 42 20 East Jefferson Avenue 4216 Richwood Court Suite 22 Naperville, IL 60564 Naperville, IL 60540 B. Principal Occupation or Employment John Palmer: Current: Investment Manager. Managing Member of PL Capital, LLC and Goodbody/PL Capital, LLC, and principal of other related entities consisting of the entities defined as the "Group" in a Schedule 13D with respect to the stock of the Company, originally filed on November 2, 2001, as amended. Former: Certified Public Accountant and Auditor, KPMG Peat Marwick 1983-1996. C. Shares Owned Either Beneficially or Of Record Name of Nominee Class Amount - --------------- ----- ------ John Palmer Common 100* *The PL Capital Group, of which Mr. Palmer is a member, beneficially owns an aggregate of 305,250 shares of Common Stock. D. Interest of Certain Persons in Matters to be Acted Upon Except as otherwise set forth herein, Mr. Palmer is not or was not, within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. PL Capital, LLC ("PL Capital"), of which Mr. Palmer is a Managing Member, is the general partner of Financial Edge Fund, L.P. ("Financial Edge Fund") and Financial Edge Strategic Fund, LP ("Financial Edge Strategic"). PL Capital is entitled to receive an allocation of profits with respect to the shares of Common Stock owned by Financial Edge Fund and Financial Edge Strategic. Goodbody/PL Capital, LLC ("Goodbody/PL LLC"), of which Mr. Palmer is a Managing Member, is the general partner of Goodbody/PL Capital, LP ("Goodbody/PL LP") and has certain discretionary authority over Archimedes Overseas Ltd ("Archimedes"). Goodbody/PL LLC is entitled to receive an allocation of profits with respect to the shares of Common Stock owned by Goodbody/PL LP and Archimedes. CUSIP No. 31583B105 Page 22 of 27 Pages Except as otherwise set forth herein, neither Mr. Palmer, nor any of his associates, has any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party. E. Other Information Directorships of Other Publicly Owned Companies Mr. Palmer is a director of Security Financial Bancorp, Inc., a savings association based in St. John, Indiana (symbol: SFBI) and Franklin Bank, NA, a national bank headquartered in Southfield, MI (symbol: FSVB). Material Proceedings Adverse to the Company To Mr. Lashley's knowledge, there are no material proceedings to which either Mr. Palmer, or any associate, is a party adverse to the Company or any of its subsidiaries, and neither Mr. Palmer nor any associate has a material interest adverse to the Company or any of its subsidiaries. Transactions In Stock of the Company The following transactions are the only transactions during the past two years with regard to the Common Stock made by Mr. Palmer or other entities constituting the PL Capital Group. - ------------------------------- ---------------------------- Financial Edge Fund, L.P. Number of Shares Purchased (Sold) Date - ------------------------------- ---------------------------- 8/8/00 7,500 - ------------------------------- ---------------------------- 8/31/00 6,450 - ------------------------------- ---------------------------- 9/13/00 3,900 - ------------------------------- ---------------------------- 9/19/00 1,950 - ------------------------------- ---------------------------- 9/25/00 7,500 - ------------------------------- ---------------------------- 10/02/00 5,850 - ------------------------------- ---------------------------- 10/05/00 2,250 - ------------------------------- ---------------------------- 10/09/00 1,500 - ------------------------------- ---------------------------- 10/17/00 1,800 - ------------------------------- ---------------------------- 11/03/00 3,000 - ------------------------------- ---------------------------- 12/22/00 7,500 - ------------------------------- ---------------------------- 7/24/01 3,600 - ------------------------------- ---------------------------- 7/27/01 7,050 - ------------------------------- ---------------------------- 9/19/01 4,500 - ------------------------------- ---------------------------- 10/05/01 3,750 - ------------------------------- ---------------------------- 10/23/01 159,450 - ------------------------------- ---------------------------- 10/23/01 (30,000) - ------------------------------- ---------------------------- 5/9/02 4,500 - ------------------------------- ---------------------------- CUSIP No. 31583B105 Page 23 of 27 Pages - ------------------------------- ---------------------------- Financial Edge Strategic Number of Shares Purchased Fund, L.P. (Sold) Date - ------------------------------- ---------------------------- 7/19/01 4,500 - ------------------------------- ---------------------------- 10/23/01 30,000 - ------------------------------- ---------------------------- 12/31/01 450 - ------------------------------- ---------------------------- 1/15/02 10,950 - ------------------------------- ---------------------------- 5/13/02 29,300 - ------------------------------- ---------------------------- - ------------------------------- ---------------------------- Goodbody PL Capital, L.P. Number of Shares Purchased (Sold) Date - ------------------------------- ---------------------------- 4/23/01 15,000 - ------------------------------- ---------------------------- 10/23/01 3,000 - ------------------------------- ---------------------------- - ------------------------------- ---------------------------- Archimedes Overseas LTD Number of Shares Purchased (Sold) Date - ------------------------------- ---------------------------- 5/23/01 6,750 - ------------------------------- ---------------------------- 5/13/02 3,000 - ------------------------------- ---------------------------- - ------------------------------- ---------------------------- Richard J. Lashley Number of Shares Purchased (Sold) Date - ------------------------------- ---------------------------- 10/23/01 150 - ------------------------------- ---------------------------- - ------------------------------- ---------------------------- John Wm. Palmer Number of Shares Purchased (Sold) Date - ------------------------------- ---------------------------- 10/23/02 100 - ------------------------------- ---------------------------- Certain funds expended to date in the foregoing transactions were provided, from time to time, in part by margin account loans from subsidiaries of Bear Stearns Securities Corp. ("Bear Stearns"), extended in the ordinary course of business. All purchases of Common Stock, if any, made using funds borrowed from Bear Stearns were made in margin transactions on those CUSIP No. 31583B105 Page 24 of 27 Pages firms' usual terms and conditions. All or part of the shares of such Common Stock may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities. Such loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Arrangements or Understandings with Other Persons Mr. Palmer has an understanding with Mr. Lashley and the PL Capital Group pursuant to which they have requested him to serve on the Board of Directors of the Company, and he has agreed to do so, without compensation. The Group has also agreed to reimburse Mr. Palmer for any expenses that he may incur in connection with the Group's intended solicitation of proxies for use at the 2003 Annual Meeting of Stockholders of the Company, but has no other arrangements or understandings with such proposed nominee. To Mr. Lashley's knowledge, Mr. Palmer has no arrangement or understanding with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company. Absence of any Family Relationships Mr. Palmer has no family relationship with any director or officer of the Company. Absence of Involvement in Certain Legal Proceedings To the knowledge of Mr. Lashley, and based on information provided by the nominee: Since January 1, 1997, no petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Palmer, and no receiver, fiscal agent or similar officer has been appointed by a court for business or property of Mr. Palmer. In addition, since January 1, 1997 no petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for business or property of, any partnership in which Mr. Palmer is or was a general partner, or any company or business association of which he is or was an executive officer. Since January 1, 1997 Mr. Palmer has not been convicted in a criminal proceeding nor has he been named as the subject of any pending criminal proceeding (excluding traffic violations or similar misdemeanors). Since January 1, 1997, Mr. Palmer has not been the subject of any court order, judgment or decree, not suspended, reversed or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission ("CFTC") or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or an affiliated person, CUSIP No. 31583B105 Page 25 of 27 Pages director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws. Since January 1, 1997, Mr. Palmer has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of a federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or to be associated with persons engaged in any such activity. Since January 1, 1997, Mr. Palmer has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission ("SEC") to have violated any federal or state securities law, or by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, wherein the judgment in such civil action or finding by the SEC or the CFTC has not been subsequently reversed, suspended or vacated. Absence of Certain Transactions To the best knowledge of Mr. Lashley, and based on information provided by each nominee: a. Since January 1, 2001, neither Mr. Palmer nor any member of his immediate family has had any material interest in any transaction or any series of similar transactions to which the Company or any of its subsidiaries was a party, and Mr. Palmer nor any member of his immediate family has any material interest in any currently proposed transaction, or series of similar transactions to which the Company or any of its subsidiaries is a party. Since January 1, 2001, Mr. Palmer has not had any relationship of the nature described in Item 404(b) of Regulation S-K, promulgated by the SEC under the Securities Exchange Act of 1934, as amended. Specifically, since January 1, 2001, Mr. Palmer has not been an executive officer, director, or partner of, nor has he owned (directly or indirectly) more than 10% of the equity interest in, any of the following types of organizations: i. Any organization that has made or proposes to make payments to the Company or any of its subsidiaries for property or services; ii. Any organization to which the Company or any of its subsidiaries was indebted; iii. Any organization to which the Company or any of its subsidiaries has made or proposes to make payments for property or services; or iv. Any organization that provided legal services or investment banking services to the Company or any of its subsidiaries. CUSIP No. 31583B105 Page 26 of 27 Pages Since January 1, 2001, neither Mr. Palmer, nor any member of his immediate family or any firm, company or organization of which he is an executive officer or director or the beneficial owner of 10% or more of any class of equity securities, nor any trust or other estate in which he has a substantial beneficial interest or as to which he serves as a trustee or in a similar capacity, was indebted to the Company or any of its subsidiaries in excess of $60,000 at any time. Section 16 Compliance Mr. Palmer is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company. (ii) As to the Nominator, Mr. Lashley: A. Name and Record Address Mr. Richard Lashley 2 Trinity Place Warren, NJ 07059 No other stockholder other than members of the PL Capital Group is known to Mr. Lashley to be supporting Mr. Palmer as a nominee. B. Beneficial Ownership Mr. Lashley is the record owner of 150 shares of Common Stock and the beneficial owner of an additional 305,100 shares of Common Stock of the Company. Very truly yours, /s/ Richard Lashley Richard Lashley CUSIP No. 31583B105 Page 27 of 27 Pages CONSENT OF PROPOSED NOMINEE I, John Palmer, hereby consent to be named in the proxy statement of Mr. Richard Lashley to be used in connection with his solicitation of proxies from the shareholders of Fidelity Bancorp, Inc. for use in voting at the 2003 Annual Meeting of Stockholders of Fidelity Bancorp, Inc. and I hereby consent and agree to serve a director of Fidelity Bancorp, Inc. if elected at such Annual Meeting. /s/ John Palmer John Palmer Dated: October 23, 2002 -----END PRIVACY-ENHANCED MESSAGE-----