Exhibit 99.1(a)
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FIDELITY FEDERAL BANCORP
EVANSVILLE, INDIANA
SHAREHOLDER RIGHTS AGREEMENT
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Fidelity Federal Bancorp is conducting a rights offering in which it
will offer subscription rights to purchase $2,500,000 principal amount of its
9.00% unsecured senior subordinated notes due __________, 2009.
The terms of the rights offering entitle the holders of our common
stock as of the close of business on the record date of __________, _____ to
receive one (1) basic subscription right, rounded down to the nearest whole
number, for every 3,847 shares of our common stock held. Each subscription right
you have entitles you to purchase $1,000 principal amount of notes. This is your
basic subscription right.
Basic Subscription Right
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As a holder of our common stock as of the close of business on the
record date of __________, _____ you will receive one (1) basic subscription
right, rounded down to the nearest whole number, for every 3,847 shares of our
common stock held. Each basic subscription right you have entitles you to
purchase $1,000 principal amount of notes. To the extent that you do not have a
sufficient amount of shares to otherwise receive a basic subscription right, you
will still receive one basic subscription right for the purchase of a note in
the minimum $1,000 principal issuance amount.
If any notes are not purchased by the exercise of the basic
subscription right, you may be able to purchase additional notes by the exercise
of your over-subscription privilege subject to availability and proration. Your
over-subscription privilege entitles you to over-subscribe for additional notes,
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 "What is the
Over-Subscription Privilege?" and "How Do I Exercise My Over-Subscription
Privilege?".
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 notes 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
__________, _____. For every 3,847 shares you own on __________, _____, you
receive one (1) basic subscription right. To determine your basic subscription
right, divide the number of shares set forth below by 3,847 and round down to
the nearest whole number. For example, if you own 5,000 shares of record, your
basic subscription privilege would be 1, calculated by dividing 5,000 by 3,847,
which equals 1.30, and rounding down to the nearest whole number, or 1.
Remember, to the extent that you do not have a sufficient amount of shares to
otherwise receive a basic subscription right, you will still receive one basic
subscription right for the purchase of a note in the minimum $1,000 principal
issuance amount.
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Miscellaneous
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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 notes in the rights offering is irrevocable. We will issue the notes
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.
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Rights Holder Representations And Acknowledgments
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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 __________, ____.
(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
notes 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.
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Exercise of Rights
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The undersigned hereby irrevocably exercises one or more subscription
rights to subscribe for $1,000 principal amount notes or warrants of Fidelity as
indicated below, on the terms and subject to the conditions specified in the
prospectus of Fidelity dated __________, 2003, receipt of which is hereby
acknowledged.
(a) Basic Subscription Rights. Number of $1,000 principal amount notes
subscribed for pursuant to the basic subscription privilege. Remember,
you need one (1) subscription right to subscribe for one note:
____________ x $1,000 = $_______________ payment.
(b) Over-Subscription Privilege. Number of $1,000 principal amount notes
subscribed for pursuant to the over-subscription privilege:
____________ x $1,000 = $_______________ 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 notes 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 notes in the following order:
(1) to subscribe for the principal amount of notes, 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 principal amount of notes 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)):
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[ ] Check, bank draft, or money order payable to "Fidelity Federal
Bancorp"; or
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[ ] 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 _________________________, _____.
Rights holder's Signature(s) ____________________________
Rights holder's Signature(s) ____________________________ (If held jointly)
Telephone No. (_____) _____-__________
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Delivery Instructions
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Address for mailing of notes 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.
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