EX-99.1A 5 0005.txt 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 Deb Fritz, Assistant Vice President, Shareholder Relations, at (812) 424-0921, extension 2226, or at (800) 280-8280 (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 1 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. 2 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. 3 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 CMS Further Credit: Fidelity Federal Bancorp - Rights Offering Account #: 0-01-45004609 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. (___) ___-____ 4 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. 5