Exhibit 99.1(a)
FIDELITY FEDERAL BANCORP
EVANSVILLE, INDIANA
SHAREHOLDER RIGHTS AGREEMENT
Fidelity Federal Bancorp is conducting a rights offering in which it
will issue up to 1,000,000 shares of its common stock. The terms of the rights
offering entitle the holders of our common stock as of the close of business on
the record date of __________, 2001 to receive ___ (__) subscription right for
each share of our common stock held. Each subscription right you have entitles
you to subscribe for and purchase ___ (__) shares of our common stock at a
subscription price of $____ per share. This is your basic subscription
privilege.
If any shares of common stock are not purchased by the exercise of the
basic subscription privilege, you may be able to purchase additional shares by
the exercise of your over-subscription privilege. Your over-subscription
privilege entitles you to purchase an additional number of our shares, subject
to the limit on the number of additional shares that may be purchased. This
limitation is described in our prospectus delivered to you dated ____, 2001 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 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
privilege.
Set forth below is the number of subscription rights evidenced by this
shareholders rights agreement you are entitled to exercise pursuant to your
basic subscription privilege.
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 Xxx Xxxxx,
Assistant Vice President, Shareholder Relations, at (000) 000-0000, extension
2226, or at (000) 000-0000 (extension 2226).
We must receive this shareholders rights agreement, or you must comply
with the guaranteed delivery requirements described in the prospectus in the
section entitled "The Rights Offering" under the subsection "What if I Can't
Deliver the Shareholder Rights Agreement by _____?", with
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payment in full by 5:00 p.m., Evansville, Indiana time, on the expiration date
of the rights offering, which is __________, 2001.
Any subscription rights not exercised prior to _______, 2001 will
expire and no longer be exercisable. Any exercise of a subscription right for
shares of our common stock in the rights offering is irrevocable. We will issue
certificates representing shares of common stock 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 shareholders 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 ______, 2001.
(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 of its common stock upon the exercise of the basic subscription privilege
and over-subscription privilege of the undersigned.
(d) This shareholders 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
The undersigned hereby irrevocably exercises one or more subscription
rights to subscribe for shares of the common stock of Fidelity as indicated
below, on the terms and subject to the conditions specified in the prospectus of
Fidelity dated ____, 2001, receipt of which is hereby acknowledged.
(a) Number of shares subscribed for pursuant to the basic subscription
privilege. Remember, you need ___ subscription right to subscribe
for one share:
____ x $___ = $_____ payment.
(b) 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 total number of shares on
lines (a) and (b) multiplied by $___.
The total subscription is ___ x $___ = $_________ payment.
If the aggregate payment enclosed or transmitted is insufficient to purchase the
total number of shares of common stock included in lines (a) and (b), or if the
number of shares being subscribed for is not specified, you will be considered
to have subscribed for the maximum number of shares of common stock that could
be subscribed for with the payment enclosed or transmitted. If the number of
shares of common stock to be subscribed for pursuant to the over-subscription
privilege is not specified and the amount enclosed or transmitted exceeds the
total purchase price for all shares which may be purchased upon the exercise of
your basic subscription privilege, you will be considered to have exercised your
over-subscription privilege to purchase, to the extent available, the maximum
number of shares of common stock that could be purchased with the payment
enclosed or transmitted, subject to the limit on the number of shares you may
purchase upon the exercise of your over-subscription privilege.
To the extent any portion of the payment enclosed or transmitted remains after
applying the above procedures, these funds will be mailed to you without
interest or deduction as soon as practicable after the expiration date of the
rights offering.
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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
[_] 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 CMS
Further Credit: Fidelity Federal Bancorp - Rights Offering
Account #: 0-00-00000000
If Notice of Guaranteed Delivery procedures are being utilized:
[_] Check here if Rights are being exercised pursuant to the Notice of
Guaranteed Delivery delivered to the Company prior to the date hereof
and complete the following:
Name(s) of Registered Holder(s) ______________________________________________
Window Ticket Number (if any) ________________________________________________
Date of Execution of Notice of Guaranteed Delivery ___________________________
Name of Institution which Guaranteed Delivery_________________________________
IN WITNESS WHEREOF, the undersigned (has/have) executed this
Shareholders Rights
Agreement this _______ day of _________________________, 2001.
Rights holder's Signature(s) ____________________________
Rights holder's Signature(s) ____________________________ (If held jointly)
Telephone No. (___) ___-____
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DELIVERY INSTRUCTIONS
Address for mailing of Common Stock certificate 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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