Exhibit 99(a)
FIDELITY FEDERAL BANCORP
000 XXXXX XXXXX XXXXX XXXX, XXXXX 0000
XXXXXXXXXX, XXXXXXX 00000
SHAREHOLDER RIGHTS AGREEMENT
As more fully described in its Prospectus dated ______________________,
1999, Fidelity Federal Bancorp ("Company") declared a dividend of
nontransferable rights to shareholders of record and beneficial owners of shares
held in the name of Cede & Co. as nominee for The Depository Trust Company or in
the name of any other depository or nominee as of ___________ ___, 1999 ("Record
Date") to purchase at the price of $__________ per share ("Subscription Price")
one (1) additional share of Common Stock of the Company (rounded to the next
largest whole share) for every six (6) shares held on the Record Date ("Basic
Right"). The Company also has offered to its shareholders who have exercised in
full their Basic Right, subject to availability and proration, an additional
nontransferable right to subscribe to purchase, at the Subscription Price, for
such shareholder's pro rata portion (based upon the number of shares of Common
Stock owned by such shareholder on the Record Date relative to the other
shareholders exercising such oversubscription rights) of any shares that are not
subscribed for by other shareholders pursuant to their Basic Rights
("Oversubscription Right").
Rights may be exercised by eligible shareholders, in whole or in part,
prior to 5:00 o'clock p.m. on the expiration date of ______________________,
1999, provided that a shareholder's Oversubscription Right may only be exercised
if his Basic Right has been exercised in full.
As an inducement to the Company to accept this Agreement, the
undersigned hereby represents and warrants to the Company as follows:
(a) The undersigned has received a copy of the Prospectus of the
Company dated ________________, 1999.
(b) The undersigned was a shareholder of record or the beneficial owner
of shares of the Company on the Record Date.
As a further inducement to the Company to accept this Agreement, the
undersigned hereby acknowledges, understands and agrees as follows:
(a) The terms and conditions set forth in the Prospectus are
incorporated herein by reference and are made a part of this Agreement.
(b) The total consideration for the shares of Common Stock with respect
to which the undersigned has exercised his Basic Right and Oversubscription
Right must be paid in full by a bank certified check, cashier's check, or in the
case of shareholders who are customers of United Fidelity
1
Bank, fsb, located in Evansville, Indiana, with a deposit relationship, a
personal check drawn upon United Fidelity, at the time that this Agreement is
delivered to the Company.
(c) This Agreement and the exercise of rights contemplated hereby may
be rejected, in whole or in part, at the sole discretion of the Company. In the
event that this Agreement, and the exercise of rights contemplated hereby, is
rejected by the Company for whatever reason, all funds that the undersigned has
paid pursuant to this Agreement will be promptly returned, without interest
thereon, as soon as practicable after such rejection.
(d) The representations, warranties, agreements and information
provided by the undersigned herein shall be relied upon by the Company when
issuing shares of its Common Stock pursuant to the exercise of the Basic Right
and Oversubscription Right by the undersigned.
(e) If the undersigned's shares of Common Stock of the Company are held
jointly, each owner thereof shall sign this Agreement.
(f) This 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 Agreement.
(g) Any capitalized terms used in this Agreement which are not defined
above or elsewhere herein shall have the same meanings as set forth in the
Prospectus.
(h) This Agreement shall be construed in accordance with and governed
by the laws of the State of Indiana, without regard to choice of law principles
thereof.
(i) All information contained herein with respect to the undersigned
shall be true, accurate and complete on the date hereof and on the date that
this Agreement is accepted by the Company. The undersigned shall indemnify and
hold harmless the Company 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 contained in this Agreement.
2
EXERCISE OF RIGHTS
BASIC RIGHT
The undersigned hereby exercises his Basic Right to purchase
______________ shares of Common Stock of the Company at the price of
$____________ per share, subject to the terms and conditions as set forth in the
Prospectus.
OVERSUBSCRIPTION RIGHT
The undersigned has exercised his Basic Right in full and hereby
exercises his Oversubscription Right to purchase __________________ shares of
Common Stock of the Company at the price of $_____________ per share, subject to
the terms and conditions as set forth in the Prospectus.
TOTAL RIGHTS EXERCISED
Basic Right _______________________
Oversubscription Right _______________________
Total Rights Exercised _______________________ x $______ = $________
IN WITNESS WHEREOF, the undersigned (has/have) executed this Agreement
this _______ day of _________________________, 1999.
-------------------------------- ---------------------------------
(Signature of Shareholder) (Signature of Shareholder)
-------------------------------- ---------------------------------
(Printed Name) (Printed Name)
================================ =================================
(Address) (Address)
-------------------------------
Telephone (Day)
-------------------------------
Telephone (Night)
3
FOR COMPANY USE ONLY
Accepted this __________ day of _________________________, 1999 by
Fidelity Federal Bancorp in reliance upon the representations, warranties,
agreements and information contained in the foregoing Shareholder Rights
Agreement.
FIDELITY FEDERAL BANCORP
By:_______________________________
Its: _____________________________
