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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

Annual report pursuant to Section 13 of the
Securities Exchange Act of 1934

For the fiscal year ended December 31, 2002

Commission File No.: 0-25172

FIRST BELL BANCORP, INC.

(exact name of registrant as specified in its charter)

Suite 1704, 300 Delaware Avenue, Wilmington, Delaware 19801

(Address of principal executive offices)

Registrant’s telephone number, including area code: (302) 427-7883

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share
(Title of class)

The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x No o

The aggregate market value of the 4,519,206 shares of common stock held by non-affiliates of the registrant, i.e., persons other than directors and executive officers of the registrant at June 28, 2002 was $77.5 million, which is based upon the last sales price of $17.15 as reported on The Nasdaq Stock Market for June 28, 2002.

As of March 20, 2003, the Registrant had 4,535,714 shares outstanding (excluding treasury shares).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Stockholders for the year ended December 31, 2002 are incorporated by reference into Part II of this Form 10-K.

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PART I

Item 1.             Business

General

First Bell Bancorp, Inc (the “Company” or “First Bell Bancorp”) was organized by the Board of Directors of Bell Federal Savings and Loan Association of Bellevue (the “Association” or “Bell Federal Savings”) for the purpose of acquiring all of the capital stock of the Association issued in connection with the Association’s conversion from a mutual to stock form, which was consummated on June 29, 1995 (the “Conversion”). At December 31, 2002, the Company had consolidated total assets of $892.9 million and total equity of $73.7 million. The Company is incorporated under Delaware law and is a savings and loan holding company subject to regulations by the Office of Thrift Supervision (“OTS”), the Federal Deposit Insurance Corporation (“FDIC”) and the Securities and Exchange Commission (“SEC”). Currently, the Company does not transact any material business other than through its subsidiary, the Association. All references to the Company include the Association unless otherwise indicated.

Bell Federal Savings and Loan Association of Bellevue was originally founded in 1891 as the Commercial Building and Loan Association, a state chartered building and loan association. In 1941, the Association converted to a federally chartered mutual savings and loan association and changed its name to First Federal Savings and Loan Association of Bellevue. The Association again changed its name in 1971 to Bell Federal Savings and Loan Association of Bellevue. The Association’s deposits are insured up to applicable limits by the Savings Association Insurance Fund (“SAIF”). The Association’s business is conducted through six branch offices located throughout the suburban Pittsburgh, Pennsylvania area and its principal office in the borough of Bellevue. The Company’s principal executive office is located at Suite 1704, 300 Delaware Avenue, Wilmington, Delaware 19801 and its executive office telephone number is (302) 427-7883.

The principal business of the Company is to operate a traditional customer oriented savings and loan association. The Company attracts retail deposits from the general public and invests those funds primarily in fixed and adjustable-rate, owner-occupied, single-family conventional mortgage loans and, to much lesser extent, residential construction loans, multi-family loans, home equity loans and consumer loans. The Company’s revenues are derived principally from interest on conventional mortgage loans, interest and dividends on investment securities and short-term investments and other fees and service charges. The Company’s primary sources of funds are deposits and borrowings.

The Association is subject to extensive regulation, supervision and examination by the OTS, its primary regulator and the FDIC, which insures its deposits. The Association is a member of the Federal Home Loan Bank (“FHLB”).

On March 11, 2002, the Company and the Association entered into an Agreement and Plan of Merger with Northwest Bancorp, Inc., pursuant to which Northwest will acquire the Company and the Association. The agreement provides, among other things, that as a result of the merger each outstanding share of common stock of the Company (subject to certain exceptions) will be automatically converted into the right to receive an amount equal to $26.25 in

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cash, without interest. For additional information, see “Acquisition of the Company” in Item7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Private Securities Litigation Reform Act Safe Harbor Statement

In addition to historical information, this 10-K includes certain forward-looking statements based on current management expectations. Examples of this forward-looking information can be found in, but are not limited to, the allowance for loan losses discussion and certain sections of the 2002 Annual Report incorporated herein. The Company’s actual results could differ materially from those of management’s expectations. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company’s loan and investment portfolios, changes in accounting principles, policies or guidelines, and other economic, competitive, governmental and technological factors affecting the Company’s operations, markets, products, services and prices.

Market Area and Competition

The Association has been, and continues to be, a community-oriented savings institution offering a variety of financial services to meet the needs of the community it serves. Its primary market area is in the areas surrounding its offices, while its lending activities extend throughout Allegheny County and parts of Beaver, Butler, Washington and Westmoreland Counties, in Pennsylvania. In addition to its principal office in Bellevue, the Association operates six other retail offices, all of which are located in Allegheny County.

The communities in Allegheny County are composed mostly of stable, residential neighborhoods of predominantly one and two-family residences and middle-to-upper-income families. Management believes that, to a large degree, the economic vitality of these communities depends on the economic vitality of the City of Pittsburgh.

The Greater Pittsburgh area has been in the process of restructuring over the past decade. Once centered on heavy manufacturing, primarily steel, its economic base is now more diverse, including technology, health and business services. Several “Fortune 500” industrial firms are headquartered in the Greater Pittsburgh area, including USX Corp. and Aluminum Company of America. The largest employers in Pittsburgh, by the number of local employees, include University of Pittsburgh Medical Center, USAirways, the University of Pittsburgh and Mellon Bank Corp. Seven colleges and universities are located in the Greater Pittsburgh area.

The Association serves its market area with a wide selection of residential loans and other retail financial services. Management considers the Association’s reputation for customer service as its major competitive advantage in attracting and retaining customers in its market area. The Association also believes it benefits from its community orientation, as well as its established deposit base and level of core deposits.

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Lending Activities

Loan and Mortgage-Backed Securities Portfolio Composition. The loan portfolio consists primarily of conventional mortgage loans secured by one- to four-family, owner-occupied residences, and, to a much lesser extent, residential construction loans, multi-family loans, home equity loans and consumer loans. Mortgage loans are originated to be held in the portfolio. At December 31, 2002, total loans receivable were $337.3 million, of which $324.7 million, or 96.3%, were conventional mortgage loans. Of the conventional mortgage loans outstanding at that date, 94.1% were fixed-rate loans. At December 31, 2002, the loan portfolio also included $3.8 million of residential construction loans; $176,000 of multi-family loans; $8.0 million of residential home equity loans; and $493,000 of other consumer loans. The Association also offers FHA/VA qualifying one- to four-family residential mortgage loans.

The types of loans originated are regulated by federal law and regulations. Interest rates charged on loans are affected principally by the demand for such loans and the supply of money available for lending purposes. These factors are, in turn, affected by general and economic conditions, monetary policies of the federal government, legislative and tax policies and governmental budgetary matters.

Set forth below is a table showing loan origination, purchase and sales activity for the periods indicated.

______________

   (1)    Includes conventional mortgages, residential construction loans and home equity mortgage loans.

   (2)    The Association originated no multi-family loans during the periods shown.

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The following table sets forth the composition of the loan portfolio and the mortgage-backed securities portfolio in dollar amounts and in percentages of the portfolio at the dates indicated.