Exhibit 99.1(a)
---------------
FIDELITY FEDERAL BANCORP
EVANSVILLE, INDIANA
SHAREHOLDER RIGHTS AGREEMENT
----------------------------
Fidelity Federal Bancorp is conducting a rights offering in which it
will offer subscription rights to purchase _______________ shares of its common
stock (the "Shares").
The terms of the rights offering entitle the holders of our common
stock as of the close of business on the record date of March 1, 2004 to receive
one (1) basic subscription right, rounded down to the nearest whole number, for
every _____ shares of our common stock held. Each subscription right you have
entitles you to purchase one share of our common stock. This is your basic
subscription right.
Basic Subscription Right
------------------------
As a holder of our common stock as of the close of business on the
record date of March 1, 2004 you will receive one (1) basic subscription right,
rounded down to the nearest whole number, for every _____ shares of our common
stock held. Each basic subscription right you have entitles you to purchase one
Share.
If any Shares are not purchased by the exercise of the basic
subscription right, you may be able to purchase additional Shares by the
exercise of your over-subscription privilege subject to availability and
proration. Your over-subscription privilege entitles you to over-subscribe for
additional Shares, if you exercised your basic subscription right in full. This
limitation is described in our prospectus delivered to you dated __________,
_____ in the section entitled "The Rights Offering" under the subsections "The
Over-Subscription Privilege" and "Exercise Procedures".
We will only permit you to exercise your over-subscription privilege
if:
o you specify below your intent to exercise your basic
over-subscription privilege, subject to the terms and
conditions of the rights offering, and
o the aggregate payment delivered or transmitted by you exceeds
the aggregate price you must pay to purchase all Shares you
are entitled to purchase upon the exercise of your basic
subscription right.
Set forth below is the number of shares which you own of record as of
March 1, 2004. For every _____ shares you own on March 1, 2004, you receive one
(1) basic subscription right. To determine your basic subscription right, divide
the number of shares set forth below by _____ and round down to the nearest
whole number. For example, if you own 10 shares of record, your basic
subscription privilege would be 1, calculated by dividing 10 by _____, which
equals ____, and rounding down to the nearest whole number, or 1.
Miscellaneous
-------------
For a more complete description of the terms and conditions of the
rights offering, please refer to the prospectus, which is incorporated herein by
reference. Copies of the prospectus are available upon request from Fidelity
Federal Bancorp, 00 XX Xxxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxxxxx, Xxxxxxx
00000-0000, Attention Xxxx X. Xxxxx, Vice President, Telephone: (000) 000-0000.
We must receive this shareholders rights agreement with payment in full
by 5:00 p.m., Central time, on the expiration date of the rights offering, which
is __________, _____.
Any subscription rights not exercised on or prior to __________, _____
will expire and no longer be exercisable. Any exercise of a subscription right
for Shares in the rights offering is irrevocable. We will issue the Shares
purchased in the rights offering as soon as practicable following the expiration
date.
We encourage you to review the prospectus and instructions before
exercising your subscription rights. The subscription rights are not assignable
or transferable.
Rights Holder Representations And Acknowledgments
-------------------------------------------------
As an inducement to Fidelity to accept this shareholder rights
agreement, the undersigned hereby acknowledges, understands and agrees as
follows:
(a) The undersigned was a shareholder of record or the beneficial owner
of shares of Fidelity on March 1, 2004.
(b) The shareholder rights agreement and the exercise of rights
evidenced by the shareholder rights agreement may be rejected, in whole or in
part, at the sole discretion of Fidelity. In the event that this shareholder
rights agreement, and the exercise of rights evidenced by the shareholder rights
agreement, is rejected by Fidelity for whatever reason, all funds that the
undersigned has paid pursuant to this shareholder rights agreement will be
promptly returned, without interest thereon, as soon as practicable after such
rejection.
(c) The representations, warranties, agreements and information
provided by the undersigned herein shall be relied upon by Fidelity when issuing
Shares upon the exercise of the basic subscription right and over-subscription
privilege, as the case may be, of the undersigned.
(d) This shareholder rights agreement shall be binding upon and inure
to the benefit of the undersigned's heirs, successors and representatives. The
undersigned shall not transfer or assign his interest under this shareholder
rights agreement.
(e) This shareholder rights agreement shall be construed in accordance
with and governed by the laws of the State of Indiana, without regard to choice
of law principles.
(f) All information contained in this shareholder rights agreement with
respect to the undersigned shall be true, accurate and complete on the date of
this agreement and on the date that this agreement is accepted by Fidelity. The
undersigned shall indemnify and hold harmless Fidelity and its directors,
officers, employees and agents from and against all claims, losses, damages and
liabilities, including without limitation reasonable attorneys' fees and costs,
resulting from or arising out of any misrepresentation or any inaccuracy in or
breach of any statement or provision by the undersigned contained in this
shareholder rights agreement.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
Exercise of Rights
------------------
The undersigned hereby irrevocably exercises one or more subscription
rights to subscribe for Shares of Fidelity as indicated below, on the terms and
subject to the conditions specified in the prospectus of Fidelity dated
__________, 2004, receipt of which is hereby acknowledged.
(a) Basic Subscription Rights. Number of Shares subscribed for pursuant to
the basic subscription privilege. Remember, you need one (1)
subscription right to subscribe for one Share:
____________ x $_____ = $_______________ payment.
(b) Over-Subscription Privilege. Number of Shares subscribed for pursuant
to the over-subscription privilege:
____________ x $_____ = $_______________ payment.
By exercising the over-subscription privilege, the undersigned represents and
certifies that the undersigned has fully exercised its basic subscription
privilege.
(c) Total Subscription: This is equal to the sum of the payments calculated
on lines (a), and (b).
The total subscription is $_______________ payment.
If you do not specify the number of subscription rights and
over-subscription privileges being exercised, or if your payment is not
sufficient to pay the total purchase price for all of the Shares that you
indicated you wished to purchase, you will be deemed to have exercised the
maximum number of subscription rights and over-subscription privileges that
could be exercised for the amount of the payment that we receive from you. If
your payment exceeds the total purchase price for all of the subscription rights
shown on this shareholder rights agreement, your payment will be applied, until
depleted, to subscribe for Shares in the following order:
(1) to subscribe for the Shares, if any, that you indicated on the
shareholder rights agreement that you wished to purchase
through your basic subscription right, until your basic
subscription right has been fully exercised; and
(2) to subscribe for additional Shares pursuant to the basic
over-subscription privilege, subject to any applicable
limitation.
Any excess payment remaining after the foregoing allocation will be returned to
you as soon as practicable by mail, without interest or deduction.
Method of Payment (Check And Complete Appropriate Box(es)):
-----------------------------------------------------------
[ ] Check, bank draft, or money order payable to "Fidelity Federal
Bancorp"; or -
[ ] Wire transfer of immediately available funds directed to:
Wire to: Federal Home Loan Bank of Indianapolis
ABA#: 074 001 019
Further Credit: United Fidelity Bank, fsb
Account #: 8166-9994
Further Credit: Fidelity Federal Bancorp - Rights Offering
Account #: 0-00-00000000
IN WITNESS WHEREOF, the undersigned (has/have) executed this
Shareholder Rights Agreement this _______ day of ________________________, 2004.
Rights holder's Signature(s) ____________________________
Rights holder's Signature(s) ____________________________ (If held jointly)
Telephone No. (_____) _____-__________
Delivery Instructions
---------------------
Address for mailing of Shares in accordance with the prospectus if other than
shown on the first page hereof:
Name: __________________________________________________________________________
Address: _______________________________________________________________________
Rights holder's Signature(s): __________________________________________________
Rights holder's Signature(s): _________________________________(If held jointly)
Signatures Guaranteed by: ______________________________________________________
Note: If the addressee above is not a commercial bank, broker, dealer, credit
union, national securities exchange or savings association or the shareholder
named on this shareholder rights agreement, then the shareholder completing this
shareholder rights agreement must have a commercial bank, broker, dealer, credit
union, national securities exchange or savings association guarantee such rights
holder's signature.
