-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PF6TFoGpk/9dPnn+Hxzxql7yPmOjhuAdvtLxwQIDiiXojTTI0mSKE4CiEte3vgPa 9KL9Qh9Lrx+rfAcwdrpmCw== 0000926274-97-000124.txt : 19970923 0000926274-97-000124.hdr.sgml : 19970923 ACCESSION NUMBER: 0000926274-97-000124 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970922 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY FEDERAL BANCORP CENTRAL INDEX KEY: 0000910492 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351894432 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13E4 SEC ACT: SEC FILE NUMBER: 005-45583 FILM NUMBER: 97683754 BUSINESS ADDRESS: STREET 1: 18 N W FOURTH ST STREET 2: P O BOX 1347 CITY: EVANSVILLE STATE: IN ZIP: 47706-1347 BUSINESS PHONE: 8124240921 MAIL ADDRESS: STREET 1: 18 NW FOURTH ST STREET 2: PO BOX 1347 CITY: EVANSVILLE STATE: IN ZIP: 47706-1347 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY FEDERAL BANCORP CENTRAL INDEX KEY: 0000910492 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351894432 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13E4 BUSINESS ADDRESS: STREET 1: 18 N W FOURTH ST STREET 2: P O BOX 1347 CITY: EVANSVILLE STATE: IN ZIP: 47706-1347 BUSINESS PHONE: 8124240921 MAIL ADDRESS: STREET 1: 18 NW FOURTH ST STREET 2: PO BOX 1347 CITY: EVANSVILLE STATE: IN ZIP: 47706-1347 SC 13E4 1 SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FIDELITY FEDERAL BANCORP (Name of Issuer) FIDELITY FEDERAL BANCORP (Name of Person(s) Filing Statement) 1994 and 1995 WARRANTS (Title of Class of Securities) N/A (CUSIP Number of Class of Securities) DONALD R. NEEL FIDELITY FEDERAL BANCORP 700 SOUTH GREEN RIVER ROAD, SUITE 2000 EVANSVILLE, INDIANA 47715 (812) 469-2100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) with a copy to JOHN W. TANSELLE, ESQ. KRIEG DEVAULT ALEXANDER & CAPEHART 2800 ONE INDIANA SQUARE INDIANAPOLIS, INDIANA 46204-2017 (317) 636-4341 September 22, 1997 (Date Tender Offer First Published, Sent or Given to Security Holders) ============================================================================= Calculation of Filing Fee - ----------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee $5,896,303 $1,180 ============================================================================= * An offer is made to holders of 1,308 1994 Warrants to temporarily reduce the exercise price of such Warrants to $3.70 per share and to holders of 1,328 1995 Warrants to temporarily reduce the exercise price of such Warrants to $4.04 per share. The transaction value is calculated pursuant to Rule 0-11(b)(2) and 0-11(a)(4) using the average of the high and low sales prices of the Issuer's Common Stock underlying the Warrants on September 18, 1997. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. The fee is offset in its entirety under Rule 0-11(a)(2) by registration fees of $1,074.28 and $879.24, respectively, paid by the issuer in connection with the filing of its Registration Statements on Form S-3, Reg. No. 33-87068 (filed December 5, 1994) and its Registration Statement on Form S-3, Reg. No. 33-72062 (filed November 23, 1993). ITEM 1. SECURITY AND ISSUER. (a) The issuer is Fidelity Federal Bancorp ("Company") and the address of its principal executive office is 700 South Green River Road, Suite 2000, Evansville, Indiana 47715. (b) The information set forth under "INTRODUCTION", "THE OFFER--GENERAL TERMS", and "THE OFFER--TRANSACTIONS AND AGREEMENTS CONCERNING WARRANTS" of the Offer to Holders of its 1994 and 1995 Warrants, a copy of which is attached hereto as Exhibit 99(a) (the "Offer to Exercise"), is incorporated herein by reference. (c) The Common Stock of the Company is listed on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") National Market system under the symbol "FEED." THE EXISTING WARRANTS ARE NOT LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID WARRANTS. (d) This issuer tender offer statement is being filed by the Company as issuer. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Due to the fact this transaction is an offer to Holders to exercise their Existing Warrants, there is no source and total amount of funds or other consideration applicable to the Company. The Company will use existing working capital to pay expenses associated with this transaction. (b) No part of the expenses related to this offer is expected to be borrowed, directly or indirectly, for purposes of the Exercise Offer. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE. The information set forth in "THE OFFER--BACKGROUND AND PURPOSE OF THE OFFER" of the Offer to Exercise is incorporated herein by reference. ITEM 4: INTEREST IN SECURITIES OF THE ISSUER. The information set forth in "THE OFFER--BACKGROUND AND PURPOSE OF THE OFFER" and "THE OFFER--TRANSACTIONS AND AGREEMENTS CONCERNING THE WARRANTS" of the Offer to Exercise is incorporated herein by reference. ITEM 5: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. There is no contract, arrangement, understanding or relationship relating, directly or indirectly, to the Exercise Offer between the Company (including its executive officers and directors) and any person with respect to any securities of the Company, except as set forth under Item 4 above. ITEM 6: PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The transaction described herein will be conducted by the Company through its executive officers, and no other person has been retained to make solicitations or recommendations in connection with this transaction. ITEM 7: FINANCIAL INFORMATION. The information set forth in "THE OFFER--FINANCIAL INFORMATION CONCERNING THE COMPANY" of the Offer to Exercise, including the information incorporated by reference therein, is incorporated herein by reference. ITEM 8: ADDITIONAL INFORMATION. (a) The information set forth in "THE OFFER--MISCELLANEOUS" of the Offer to Exercise is incorporated herein by reference. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Reference is hereby made to the Offer to Exercise and the related letter of transmittal, copies of which are attached hereto as Exhibits 99(a) and 99(b), respectively, and incorporated in their entirety herein by reference. ITEM 9: MATERIAL TO BE FILED AS EXHIBITS. The following material is filed as Exhibits: 99(a) Form of Offer to Exercise dated September 19, 1997. 99(b) Form of letter of transmittal. 99(c) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees dated September 19, 1997. 99(d) Form of letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees dated September 19, 1997. 99(e) Form of Notice of Guarantied Delivery. 99(f) The Company's audited financial statements for the years ended June 30, 1997 and June 30, 1996 (Pages 26-53 of the Company's 1997 Annual Report to Shareholders), incorporated herein by reference from the Company's Annual Report on Form 10-K as filed with the Commission on September 19, 1997. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 22, 1997 FIDELITY FEDERAL BANCORP (Date) By: /s/ M. Brian Davis ----------------------------------- M. Brian Davis, President and Chief Executive Officer EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION - ----------- ----------- 99(a) Form of Offer to Exercise dated September 19, 1997. 99(b) Form of letter of transmittal. 99(c) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees dated September 19, 1997. 99(d) Form of letter to clients for use by brokers, dealers, commercial banks, trust companies and other nominees dated September 19, 1997. 99(e) Form of Notice of Guarantied Delivery. 99(f) The Company's audited financial statements for the years ended June 30, 1997 and June 30, 1996 (Pages 26-53 of the Company's 1997 Annual Report to Shareholders), incorporated herein by reference from the Company's Annual Report on Form 10-K as filed with the Commission on September 19, 1997. EX-99.A 2 FIDELITY FEDERAL BANCORP OFFER TO HOLDERS OF ITS 1994 AND 1995 WARRANTS THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., CENTRAL STANDARD TIME, ON OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED. The Board of Directors of Fidelity Federal Bancorp, an Indiana corporation (the "Company"), has decreased the exercise price for all outstanding Warrants issued in connection with the Company's 9.125% Junior Subordinated Notes due April 30, 2001 ("1994 Warrants") and all outstanding Warrants issued in connection with the Company's 9.25% Junior Subordinated Notes due January 31, 2002 ("1995 Warrants") (collectively, the "Warrants") for a limited period of time. The 1994 Warrants currently have an exercise price of $6.22, and the 1995 Warrants currently have an exercise price of $8.93. The Board of Directors of the Company has decreased the exercise price, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Offer"), to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS. The Company will accept for exercise all Warrants validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. Holders of Warrants must complete the section of the Letter of Transmittal relating to the number of 1994 and/or 1995 Warrants they are tendering in order to validly tender Warrants. _________________________ The Company will pay to the holder of any Warrant exercised pursuant to the Offer any dividend which has a record date during the period of the Offer on shares of the Common Stock of the Company purchased upon exercise of such Warrant. As such, if the Company establishes a record date for the payment of dividends during the term of the Offer, upon exercise of the Warrant the holder will be entitled to any dividend which would have been paid on shares acquired upon the exercise of the Warrant had they been outstanding on such record date. _________________________ THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 5. _________________________ IMPORTANT Any Holder of a Warrant desiring to exercise all or any portion of his or her Warrants should either (i) complete and sign the Letter of Transmittal or a photocopy thereof in accordance with the instructions in the Letter of Transmittal, mail or deliver it, certificates for the Warrants and any other required documents to the Company along with the Letter of Transmittal; or (ii) request his or her broker, dealer, commercial bank, trust company or nominee to effect the transaction for him or her. A Holder of a Warrant registered in the name of a broker, dealer, commercial bank, trust company or nominee must contact such broker, dealer, commercial bank, trust company or nominee if he or she desires to exercise such Warrants. Any Holder of a Warrant who desires to tender a Warrant and whose certificates for such Warrants are not immediately available should tender such Warrants by following the procedures for guaranteed delivery set forth in Section 2 hereof. _________________________ NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO ANY HOLDER OF A WARRANT AS TO WHETHER TO EXERCISE ALL OR ANY WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO EXERCISE WARRANTS AND, IF SO, HOW MANY WARRANTS TO EXERCISE. _________________________ The Common Stock of the Company is listed on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") National Market system under the symbol "FFED." THE EXISTING WARRANTS ARE NOT LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID WARRANTS. _________________________ QUESTIONS OR REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS OFFER, THE LETTER OF TRANSMITTAL OR OTHER MATERIALS MAY BE DIRECTED TO THE M. BRIAN DAVIS, PRESIDENT, OR DONALD R. NEEL, EXECUTIVE VICE PRESIDENT, AT FIDELITY FEDERAL BANCORP, 700 SOUTH GREEN RIVER ROAD, SUITE 2000, EVANSVILLE, INDIANA 47715, TELEPHONE NUMBER (812) 469-2100. _________________________ September 19, 1997 NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE COMPANY AS TO WHETHER HOLDERS SHOULD EXERCISE WARRANTS PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. TABLE OF CONTENTS SECTION PAGE - ------- ---- SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . i INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . 1 THE OFFER . . . . . . . . . . . . . . . . . . . . . . . 1 1. General Terms . . . . . . . . . . . . . . . . . . 1 2. Procedure for Tendering Warrants. . . . . . . . . 3 3. Withdrawal Rights . . . . . . . . . . . . . . . . 5 4. Acceptance for Exercise of Warrants and Issuance of Shares . . . . . . . . . . . . . . . . 5 5. Certain Conditions of the Offer . . . . . . . . . 6 6. Background and Purpose of the Offer . . . . . . . 7 7. Source and Amount of Funds. . . . . . . . . . . . 8 8. Transactions and Agreements Concerning Warrants . 9 9. Financial Information Concerning the Company. . . 10 10. Extension of Tender Period; Termination; Amendments. . . . . . . . . . . . . . . . . . . . 11 11. Fees and Expenses . . . . . . . . . . . . . . . . 11 12. Miscellaneous . . . . . . . . . . . . . . . . . . 11 SUMMARY This general summary is provided solely for the convenience of Holders of Warrants and is qualified in its entirety by reference to the full text of and the more specific details contained in this Offer and the related Letter of Transmittal and any amendments hereto and thereto. Capitalized terms used in this summary without definition shall have the meaning ascribed to such terms in this Offer. The Company. . . . Fidelity Federal Bancorp, an Indiana corporation, with principal executive offices at 700 South Green River Road, Suite 2000, Evansville, Indiana 47715. The Warrants . . . Warrants ("1994 Warrants") issued in connection with the Company's 9.125% Junior Subordinated Notes due April 30, 2001 ("1994 Notes") and Warrants ("1995 Warrants") issued in connection with the Company's 9.25% Junior Subordinated Notes due January 31, 2002 ("1995 Notes") (collectively, the "Warrants"). The Company will accept for exercise Warrants validly tendered pursuant to the Offer. Exercise Price . . The Purchase Price of the Shares will be $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS. Each Holder desiring to exercise a Warrant must specify in the Letter of Transmittal the number of Warrants being exercised to have his or her tender accepted by the Company. Expiration Date of Offer . . . . October 31, 1997, at 5:00 p.m., Central Standard Time, unless extended by the Company. How to Tender Warrants . . . . See Section 2. For further information, call Donald R. Neel, the Executive Vice President of the Company, at (812) 469-2100. Payment Upon Exercise. . . . . The exercise price of the Warrant is payable only by check or immediately available funds and must accompany the Letter of Transmittal. Payment may not be made by surrender of the 1994 or 1995 Notes. Withdrawal Rights. Tendered Warrants may be withdrawn at any time until the Expiration Date of the Offer. See Section 3. Purpose of Offer . The exercise of the Warrants will assist the Company in raising capital by providing Holders with an incentive to exercise their Warrants. The Company anticipates that it will contribute a substantial portion of the proceeds resulting from the exercise of the Warrants to its wholly-owned subsidiary, United Fidelity Bank, fsb ("Bank"), and retain the remaining portion of the proceeds for general i corporate purposes. The Bank will use these funds for increasing its regulatory capital position and general corporate purposes. Market Price of Warrants . . . . The Common Stock of the Company is listed on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") National Market system under the symbol "FFED." THE EXISTING WARRANTS ARE NOT LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID WARRANTS. Restrictions on Transferability . Pursuant to the terms of the Offer, shares of the common stock of the Company acquired upon exercise of the Warrants pursuant to the Offer cannot be resold for a period of 2 years from the exercise of the Warrant, except as provided in the Offer. Dividends. . . . . The Company will pay to the holder of any Warrant exercised pursuant to the Offer any dividend which has a record date during the period of the Offer on shares of the Common Stock of the Company purchased upon exercise of such Warrant. For example, if the Company establishes a record date for the payment of dividends during the term of the Offer, upon exercise of the Warrant the holder will be entitled to any dividend which would have been paid on shares acquired upon the exercise of the Warrant had they been outstanding on such record date. Further Information . . . Any questions, requests for assistance or requests for additional copies of this Offer, the Letter of Transmittal or other materials may be directed to Donald R. Neel, Executive Vice President, Fidelity Federal Bancorp, 700 South Green River Road, Suite 2000, Evansville, Indiana 47715, telephone number (812) 469-2100. ii INTRODUCTION The Board of Directors of Fidelity Federal Bancorp has decreased the exercise price for all outstanding 1994 Warrants and 1995 Warrants for a limited period of time, upon the terms and subject to the conditions set forth herein and in the related Letter of Transmittal (which together constitute the "Offer"). The 1994 Warrants currently have an exercise price of $6.22, and the 1995 Warrants currently have an exercise price of $8.93. The Board of Directors of the Company has decreased the exercise price, subject to the conditions set forth below, to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS. This Offer will commence as of September 19, 1997 and terminate at 5:00 p.m. Central Standard Time, on October 31, 1997. ON THE EXPIRATION DATE OF THE EXERCISE OFFER, THE EXERCISE PRICE OF THE WARRANTS NOT EXERCISED WILL BE RESTORED TO THEIR RESPECTIVE STATED AMOUNTS, $6.22 AND $8.93, AND THE OFFER WILL NO LONGER BE AVAILABLE TO BE ACCEPTED. Each 1994 Warrant represents the right to purchase 277 shares of common stock, and each 1995 Warrant represents the right to purchase 231 shares of common stock. As of the date hereof, the Company has the following 1994 and 1995 Warrants outstanding (collectively, the "Existing Warrants"): ---------------------------------------------- Number of Number of Expiration Class Warrants Holders Date ---------------------------------------------- 1994 1,308 27 4/30/04 ---------------------------------------------- 1995 1,328 46 1/31/05 ---------------------------------------------- THE OFFER 1. GENERAL TERMS Subject to the terms and conditions of the Offer, the Company is seeking the exercise of all outstanding 1994 and 1995 Warrants pursuant to the Offer by amending the terms of outstanding 1994 and 1995 Warrants during the period of the Offer as follows. The Company is offering the holders of the outstanding 1994 Warrants ("1994 Holders") the option to exercise all outstanding 1994 Warrants at a reduced exercise price of $3.70 PER SHARE and the holders of the outstanding 1995 Warrants ("1995 Holders") the option to exercise all outstanding 1995 Warrants at a reduced exercise price of $4.04 PER SHARE. PERIOD OF OFFER - --------------- The Offer will only be open for a period beginning on September 19, 1997 and ending at 5:00 p.m., Central Standard Time, on October 31, 1997 (the "Expiration Date"). The Company expressly 1 reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to Holders of the Warrants who have not tendered any Warrants. There can be no assurance, however, that the Company will exercise its right to extend the Offer. During any such extension, all Warrants previously tendered will be deemed exercised as of the original Expiration Date. See Section 10. PARTIAL EXERCISE PERMITTED - -------------------------- Partial exercise of a Holder's Warrants according to these terms will be permitted. ANY WARRANTS NOT EXERCISED DURING THE PERIOD OF THE OFFER SHALL BE EXERCISABLE IN ACCORDANCE WITH THE ORIGINAL TERMS OF SUCH WARRANTS. RESTRICTIONS ON TRANSFERABILITY - ------------------------------- Shares of the common stock of the Company acquired upon exercise of the Warrants pursuant to the Offer will be subject to restrictions upon resale. Except as set forth below, such shares cannot be resold for a period of 2 years from the exercise of the Warrant. This prohibition shall not apply after a "change in control" of the Company, or to transfers as a result of death. However, the prohibition shall continue to apply to the transferee with respect to transfers resulting from death for the balance of the 2 year period. IF THE WARRANTS ARE NOT EXERCISED PURSUANT TO THE OFFER, THE ABOVE RESTRICTION ON TRANSFERABILITY WILL NOT APPLY. THE EXISTING WARRANTS ARE NOT LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID WARRANTS. Each Holder who exercises a Warrant pursuant to the Offer will be required to acknowledge that there are restrictions upon the transfer of the shares purchased. All shares purchased upon exercise of a Warrant pursuant to the Offer will contain a restrictive legend which sets forth the limits on transferability of such shares. For purposes of the Offer, a "change in control" of the Company shall mean a transaction of a nature that would be required to be reported pursuant to the Change in Bank Control Act, as amended (12 U.S.C. 1817(j)) and the Savings and Loan Holding Company Act (12 U.S.C. 1467a), and regulations issued thereunder by the Office of Thrift Supervision, and any successor to such statutes and regulations; provided, however, that no "change in control" shall be deemed to have occurred for these purposes if such transaction is initiated or consummated by (i) an individual who is a director or executive officer of the Company as of September 12, 1997, or (ii) an affiliate of such individual (including a company or entity controlled by such individual). DIVIDEND RECORD DATES ESTABLISHED PRIOR TO EXERCISE - --------------------------------------------------- The Company will pay to the holder of any Warrant exercised pursuant to the Offer any dividend which has a record date during the period of the Offer on shares of the Common Stock of the Company purchased upon exercise of such Warrant. For example, if the Company establishes a record date for the payment of dividends during the term of the Offer, upon exercise of the Warrant 2 the holder will be entitled to any dividend which would have been paid on shares acquired upon the exercise of the Warrant had they been outstanding on such record date. PAYMENT UPON EXERCISE - --------------------- The exercise price of the Warrants exercised pursuant to the Offer will be payable only by check or immediately available funds and must accompany the Letter of Transmittal. Payment may not be made by surrender of the 1994 Notes or 1995 Notes. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 5. NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO ANY HOLDER OF A WARRANT AS TO WHETHER TO TENDER ALL OR ANY WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY WARRANTS TO TENDER. Copies of this Offer and the Letter of Transmittal are being mailed to record Holders of 1994 and 1995 Warrants and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the Company's warrant holder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of Warrants. 2. PROCEDURE FOR TENDERING WARRANTS. Proper Tender of Warrants. To tender Warrants validly pursuant to the Offer, a properly completed and duly executed Letter of Transmittal or photocopy thereof, together with any required signature guarantees and any other documents required by the Letter of Transmittal, must be received by the Company at its address set forth below and either (i) certificates for the Warrants to be tendered must be received by the Company at such address prior to the Expiration Date, or (ii) the tendering Holder of Warrants must comply with the guaranteed delivery procedure described below. IN ACCORDANCE WITH INSTRUCTION 4 OF THE LETTER OF TRANSMITTAL, IN ORDER TO TENDER WARRANTS PURSUANT TO THE OFFER, A HOLDER OF WARRANTS MUST INDICATE IN THE SECTION CAPTIONED "NUMBER OF WARRANTS TENDERED" ON THE LETTER OF TRANSMITTAL THE NUMBER OF WARRANTS BEING TENDERED. FOR A TENDER OF WARRANTS TO BE VALID, A NUMBER OF WARRANTS TENDERED MUST BE INDICATED. Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., or by a commercial bank or trust company having 3 an office or correspondent in the United States which is a participant in an approved Signature Guarantee Medallion Program (each of the foregoing being referred to as an "Eligible Institution"). Signatures on a Letter of Transmittal need not be guaranteed if (a) the Letter of Transmittal is signed by the registered holder of the Warrants tendered therewith and such holder has not completed the box entitled "Special Delivery Instructions" or "Special Issuance Instructions" in the Letter of Transmittal; or (b) such Warrants are tendered for the account of an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. Guaranteed Delivery. If a Holder desires to tender Warrants pursuant to the Offer and cannot deliver certificates for such Warrants and all other required documents to the Company on or prior to the Expiration Date, such Warrants may nevertheless be tendered if all of the following conditions are met: (i) such tender is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Company (with any required signature guarantees) is received by the Company as provided below on or prior to the Expiration Date; and (iii) the certificates for such Warrants, together with a properly completed and duly executed Letter of Transmittal (or photocopy thereof) and any other documents required by the Letter of Transmittal, are received by the Company no later than 5:00 p.m., Central Standard Time on the third New York Stock Exchange trading day after the date of execution of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery may be delivered by hand or mail to the Company and must include a guarantee by an Eligible Institution in the form set forth in such Notice. The method of delivery of Warrants and all other required documents is at the option and risk of the tendering Holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Warrants will be determined by the Company, in its sole discretion, and its determination shall be final and binding. The Company reserves the absolute right to reject any or all tenders of Warrants that it determines are not in proper form or the acceptance for exercise that may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in any tender of Warrants. Neither the Company nor any other person will be under any duty to give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give any such notice. 4 The tender of Warrants pursuant to the procedure described above will constitute a binding agreement between the tendering Warrant Holder and the Company upon the terms and subject to the conditions of the Offer. 3. WITHDRAWAL RIGHTS. Tenders of Warrants made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable. If the Company extends the period of time during which the Offer is open or is delayed in accepting for exercise any Warrants pursuant to the Offer for any reason, then, without prejudice to the Company's rights under the Offer, the Company may retain all Warrants tendered, and such Warrants may not be withdrawn except as otherwise provided in this Section 3, subject to applicable law. To be effective, a written notice of withdrawal must be timely received by the Company at its main office. Any notice of withdrawal must specify the name of the person who tendered the Warrants to be withdrawn and the number of Warrants to be withdrawn. If the Warrants to be withdrawn have been delivered to the Company, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of Warrants tendered by an Eligible Institution) must be submitted prior to the release of such Warrants. In addition, such notice must specify the name of the registered holder (if different from that of the tendering Warrant Holder) and the serial numbers shown on the particular certificates evidencing the Warrants to be withdrawn. Withdrawals may not be rescinded, and Warrants withdrawn will thereafter be deemed not validly tendered for purposes of the Offer. However, withdrawn Warrants may be retendered by again following one of the procedures described in Section 2 at any time prior to the Expiration Date. All questions as to the form and validity (including time of receipt) of any notice of withdrawal will be determined by the Company, in its sole discretion, which determination shall be final and binding. Neither the Company nor any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification. 4. ACCEPTANCE FOR PAYMENT OF WARRANTS AND ISSUANCE OF SHARES. Upon the terms and subject to the conditions of the Offer, on October 31, 1997 at 5:00 p.m., Central Standard Time, the Company will accept for exercise Warrants validly tendered. Thereafter, shares of the common stock of the Company to be issued upon exercise of such Warrants will be delivered as promptly as practicable. In all cases, Warrants will only be accepted for exercise pursuant to the Offer after timely receipt by the Company of certificates for Warrants, a properly completed and duly executed Letter of Transmittal or manually signed photocopy thereof, a check or immediately available funds in the amount of the purchase price of the shares of Common Stock of the Company being purchased, and any other required documents. 5 For purposes of the Offer, the Company will be deemed to have accepted for exercise Warrants that are validly tendered and not withdrawn, unless the Company gives written notice to the Warrant Holder of its non-acceptance. 5. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provisions of the Offer, the Company will not be required to accept for exercise any Warrants tendered, and may terminate or amend the Offer or may postpone (subject to the requirements of the Securities Exchange Act of 1934 ("Act") and any other applicable law) the acceptance for exercise of, Warrants tendered if at any time before the exercise of any such Warrants any of the following events shall have occurred (or shall have been determined by the Company in its sole judgment to have occurred), regardless of the circumstances giving rise thereto (including any action or omission to act by the Company): (a) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency or authority or tribunal or any other person, domestic or foreign, or before any court, authority, agency or tribunal or any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any such authority, agency, tribunal or other person, that (i) challenges the exercise of Warrants pursuant to the Offer or otherwise in any manner relates to or affects the Offer; or (ii) in the sole judgment of the Company, could materially and adversely affect the business, condition (financial or other), income, operations or prospects of the Company, or otherwise materially impair in any way the contemplated future conduct of the business of the Company or materially impair the contemplated benefits of the Offer to the Company; (b) there shall have been any action threatened, pending or taken, or approval withheld, withdrawn or abrogated or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer, or to the Company, by any legislative body, court, authority, agency or tribunal, domestic or foreign, which, in the Company's sole judgment, would or might directly or indirectly (i) make the acceptance for exercise of some or all of the Warrants illegal or otherwise restrict or prohibit consummation of the Offer; (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for exercise some or all of the Warrants, as the case may be; (iii) materially impair the contemplated benefits of the Offer to the Company; or (iv) materially affect the business, condition (financial or other), income, operations or prospects of the Company or otherwise materially impair in any way the contemplated future conduct of the business of the Company; 6 (c) there shall have occurred (i) any change in the general political, market, economic or financial condition in the United States or abroad that could have a material adverse effect on the Company's business, condition (financial or other), income, operations, prospects or ability to obtain financing generally; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation on, or any event which, in the Company's sole judgment, might affect the extension of credit by lending institutions in the United States; (iii) the commencement of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States; or (iv) in the case of any of the foregoing existing at the time of the commencement of the Offer, in the Company's sole judgment, a material acceleration or worsening thereof; (d) a tender or exchange offer with respect to some or all of any securities of the Company (other than the Offer), or a merger, acquisition or other business combination proposal for the Company, shall have been proposed, announced or made by a person other than the Company; or (e) there shall have occurred any event or events that have resulted in, or may in the sole judgment of the Company result in, an actual or threatened change in the business, condition (financial or other), income, operations, stock ownership or prospects of the Company, or materially impair the contemplated benefits of the Offer to the Company; and, in the sole judgment of the Company, such event or events make it undesirable or inadvisable to proceed with the Offer or with such acceptance for payment or payment. Any of the foregoing conditions may be waived by the Company, in whole or in part, at any time and from time to time in its sole discretion. The failure by the Company at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Company concerning the events described above will be final and binding on all parties. 6. BACKGROUND AND PURPOSE OF THE OFFER. The purpose of the Offer is to assist the Company in raising capital by providing Holders with an incentive to exercise their Warrants. The Company anticipates that it will contribute a substantial portion of the proceeds resulting from the exercise of the Warrants to its wholly-owned subsidiary, United Fidelity Bank, fsb ("Bank"), and retain the remaining portion of the proceeds for general corporate purposes. The Bank will use these funds for increasing its regulatory capital position and general corporate purposes. The Company desires to increase the capital of the Bank prior to September 30, 1997. After discussing various methods of raising additional capital, the Board of Directors of the Company 7 determined that it would be most advantageous to encourage Warrant Holders to exercise outstanding 1994 and 1995 Warrants. Certain directors and executive officers of the Company, namely Messrs. Davis, Cordingley, Schnakenburg, Angermeier, Cunningham and Neel, have agreed to exercise substantially all of their outstanding 1994 and 1995 Warrants on the terms and conditions set forth in this Offer. The Company anticipates that these Warrants will be exercised prior to September 30, 1997. In order to extend the same offer to all Holders of Warrants, the Company also determined to make this Offer. The Offer is on the same terms and conditions as that offered to the exercising Warrant Holders who are directors or executive officers, except that the exercising directors or executive officers will have no withdrawal rights. However, all other conditions of the Offer apply to such individuals. Except as described above with respect to the Offer, there are no present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the issuer including, but not limited to, any plans or proposals to change the number or the term of directors, to fill any existing vacancy on the board or to change any material term of the employment contract of any executive officer; (e) any material change in the present dividend rate or policy, or indebtedness or capitalization of the issuer; (f) any other material change in the issuer's corporate structure or business; (g) changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) causing a class of equity security of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity security of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) the suspension of the issuer's obligation to file reports pursuant to Section 15(d) of the Act. NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO ANY HOLDER OF WARRANTS AS TO WHETHER TO TENDER ALL OR ANY WARRANTS. EACH HOLDER OF WARRANTS MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY WARRANTS TO TENDER. 7. SOURCE AND AMOUNT OF FUNDS. Due to the fact this transaction is an offer to Holders to exercise their Existing Warrants, there is no source and total amount of funds or other consideration applicable to the Company. The Company will use existing working capital to pay expenses associated with this transaction. 8 8. TRANSACTIONS AND AGREEMENTS CONCERNING WARRANTS. Based upon the Company's records and upon information provided to the Company by its directors and executive officers, neither the Company nor, to the Company's knowledge, any of its associates, directors, executive officers or any associate of any such director or executive officer, has engaged in any transactions involving the Warrants during the 40 business days preceding the date hereof, except as set forth in Section 6. Neither the Company nor, to the Company's knowledge, any of its directors or officers is a party to any contract, arrangement, understanding or relationship relating directly or indirectly to the Offer with any other person with respect to the Warrants. Certain executive officers and directors of the Company are Holders of 1994 and 1995 Warrants. Following is a list of such holdings as of September 12, 1997. These figures do not reflect any exercises which the directors and executive officers anticipate making prior to September 30, 1997 as discussed in Section 6. ----------------------------------------------------------------------- NAME 1994 WARRANTS (1) 1995 WARRANTS (1) ----------------------------------------------------------------------- Cordingley Group (2) 660 432 ----------------------------------------------------------------------- Davis Group (3) 468 438 ----------------------------------------------------------------------- Barry Schnakenburg (4) -0- 290 ----------------------------------------------------------------------- Jack Cunningham (5) -0- 1 ----------------------------------------------------------------------- Curt J. Angermeier (6) -0- 20 ----------------------------------------------------------------------- Donald R. Neel 1 1 ----------------------------------------------------------------------- TOTAL 1,129 1,182 ----------------------------------------------------------------------- (1) The information contained in this column is based upon information furnished to the Company by the individuals named above as of September 12, 1997. (2) Includes warrants owned by Mr. Cordingley, Denise K. Cordingley (the spouse of Mr. Cordingley) and Pedcor Investments, A Limited Liability Company (as to which Mr. Cordingley is a 47.6% owner and a co-chief executive officer and President). (3) Includes warrants owned by the mother and the children of Mr. Davis. (4) Includes warrants owned by the wife and the children of Mr. Schnakenburg, and by BOAH Associates. (5) Represents 1 warrant owned by Mr. Cunningham's wife. (6) Includes warrants which may be exercised by Mr. Angermeier and a Family Trust of Mr. Angermeier. 9 9. FINANCIAL INFORMATION CONCERNING THE COMPANY. The tables below set forth summary historical consolidated financial information of the Company. The historical financial information for fiscal years 1997 and 1996 has been derived from and is qualified in its entirety by reference to, and should be read in conjunction with, the audited financial statements of the Company for the fiscal year ended June 30, 1997 and the related notes thereto, the relevant pages of which are hereby incorporated herein by reference. All per share data has been adjusted to reflect the 10% stock dividend distributed May 27, 1996. SUMMARY HISTORICAL FINANCIAL INFORMATION (IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS) - ----------------------------------------------------------------------- PER SHARE 1997 1996 - ----------------------------------------------------------------------- Fully diluted net income $0.04 $1.17 - ----------------------------------------------------------------------- Primary net income 0.04 1.17 - ----------------------------------------------------------------------- Cash dividends declared 0.60 0.79 - ----------------------------------------------------------------------- Book value at year-end 5.20 5.73 - ----------------------------------------------------------------------- FOR THE YEAR - ----------------------------------------------------------------------- Net interest income $6,451 $6,004 - ----------------------------------------------------------------------- Provision for loan losses 975 455 - ----------------------------------------------------------------------- Non-interest income 3,856 8,180 - ----------------------------------------------------------------------- Non-interest expense 9,474 8,607 - ----------------------------------------------------------------------- Net income 113 3,235 - ----------------------------------------------------------------------- AT YEAR-END - ----------------------------------------------------------------------- Total assets $240,001 $262,216 - ----------------------------------------------------------------------- Total loans 204,964 217,221 - ----------------------------------------------------------------------- Total deposits 181,787 181,702 - ----------------------------------------------------------------------- Total stockholders' equity 12,936 14,295 - ----------------------------------------------------------------------- BANK CAPITAL RATIOS - ----------------------------------------------------------------------- Tangible equity to assets at end of period 6.93% 7.05% - ----------------------------------------------------------------------- Risk-based capital ratios: Tier 1 capital 7.64 9.30 - ----------------------------------------------------------------------- Total capital 10.74 12.35 - ----------------------------------------------------------------------- 10 10. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS. The Company expressly reserves the right, in its sole discretion and at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Holders of the Warrants who have not tendered any Warrants. There can be no assurance, however, that the Company will exercise its right to extend the Offer. During any such extension, all Warrants previously tendered will be deemed exercised as of the original Expiration Date. The Company also expressly reserves the right, in its sole discretion, (i) to terminate the Offer and not accept for exercise any Warrants not theretofore accepted for exercise or, subject to provisions under applicable law, to postpone acceptance of the Warrants upon the occurrence of any of the conditions specified in Section 5 hereof by giving written notice of such termination to the Holders of the Warrants; and (ii) at any time or from time to time, to amend the Offer in any respect. Amendments to the Offer will be made by written notice thereof to the Holders of the Warrants. Material changes to information previously provided to Holders of the Warrants in this Offer or in documents furnished subsequent thereto will be disseminated to Holders of Warrants. If the Company materially changes the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Company will extend the Offer to the extent required under applicable law. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price, change in dealer's soliciting fee or change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. The Securities and Exchange Commission (the "Commission") has stated its view that an Offer should remain open for a minimum of five business days from the date that notice of such a material change is first published, sent or given. 11. FEES AND EXPENSES. Certain directors, officers, or employees of the Company may, from time to time, contact Warrant Holders to provide them with information regarding the Offer. Such directors, officers or employees will not make any recommendation to any Warrant Holder as to whether to tender all or any Warrants and will not solicit the tender of any Warrants. The Company will not compensate any director, officer or employee for this service. The Company will not pay any solicitation fees to any broker, dealer, bank, trust company or other person for any Warrants tendered and/or exercised in connection with the Offer. The Company will reimburse such persons for customary handling and mailing expenses incurred in connection with the Offer. 12. MISCELLANEOUS. Shares of Common Stock issuable upon exercise of 1994 Warrants have been registered pursuant to a registration statement on Form S-3 (33-72062) filed by the Company and declared effective by the Securities and Exchange Commission (the "Commission") on March 23, 1994, and shares of 11 Common Stock issuable upon exercise of 1995 Warrants have been registered pursuant to a registration statement on Form S-3 (33-87068) filed by the Company and declared effective by the Commission on December 19, 1994. Subject to the two-year restriction on transfer pursuant to the terms of the Offer discussed above, shares issued upon exercise of Warrants tendered pursuant to the Offer are eligible for resale by Holders; provided, that such sales by an "affiliate" of the Company, within the meaning of that term as used in Rule 144 under the Securities Act of 1933, as amended ("Securities Act"), must be in accordance with the provisions of Rule 144 or otherwise exempt from the registration provisions of the Securities Act. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information filed by the Company may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at 500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of such materials may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a site on the World Wide Web at http://www.sec.gov, which contains certain reports, proxy and information statements and other information regarding registrants, including the Company, that file documents electronically with the Commission. The Company's Common Stock is traded on the NASDAQ National Market System under the symbol "FFED" and certain reports, proxy statements and other information concerning the Company also are available for inspection and copying at prescribed rates at the office of the National Association of Securities Dealers, Inc., 1735 K Street, Washington, D.C. 20006. The Offer is being made to all holders of Warrants. The Company is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to a valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of the Offer, the Company will make a good faith effort to comply with such statute. If, after such good faith effort, the Company cannot comply with such statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Warrants in such state. FIDELITY FEDERAL BANCORP September 19, 1997 12 EX-99.B 3 LETTER OF TRANSMITTAL TO TENDER 1994 AND 1995 WARRANTS OF FIDELITY FEDERAL BANCORP PURSUANT TO THE OFFER DATED SEPTEMBER 19, 1997 THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M. CENTRAL STANDARD TIME, ON OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED. TO: FIDELITY FEDERAL BANCORP 700 SOUTH GREEN RIVER ROAD, SUITE 2000 EVANSVILLE, INDIANA 47715 ATTN: DONALD R. NEEL, EXECUTIVE VICE PRESIDENT Confirmation by telephone: (812) 469-2100 DESCRIPTION OF WARRANTS TENDERED (See Instructions 3 and 4) NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN TENDERED CERTIFICATES EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) (ATTACH SIGNED ADDITIONAL LIST IF NECESSARY) Number of Certificate Number Warrants Number(s) of Warrants Tendered* ----------- ----------- --------- ------------------------ ----------- ---------- ------------------------ ----------- ---------- ------------------------ ----------- ---------- Total Warrants Tendered: * If you desire to tender fewer than all Warrants evidenced by any certificates listed above, please indicate in this column the number of Warrants you wish to tender. Otherwise, all Warrants evidenced by such certificates will be deemed to have been tendered. See Instruction 4. This Letter of Transmittal is to be used only if certificates for Warrants (as defined below) are to be forwarded herewith. PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY BEFORE CHECKING ANY BOX BELOW. Delivery of this instrument and all other documents to an address other than as set forth above does not constitute a valid delivery. Warrant Holders who cannot deliver the certificates for their Warrants to the Company prior to the Expiration Date (as defined in the Offer) or who cannot deliver a Letter of Transmittal and all other required documents to the Company prior to the Expiration Date must, in each case, tender their Warrants pursuant to the guaranteed delivery procedure set forth in Section 2 of the Offer. (BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) / / Check here if tendered shares are being delivered pursuant to a notice of guaranteed delivery previously sent to the Company and complete the following: Name(s) of Registered Holder(s):__________________________________ Date of Execution of Notice of Guaranteed Delivery:_______________ Name of Institution which Guaranteed Delivery:____________________ 2 READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. LADIES AND GENTLEMEN: The undersigned hereby tenders to Fidelity Federal Bancorp, an Indiana corporation (the "Company"), the above described Warrants, pursuant to the Company's Offer, dated September 19, 1997 (the "Offer"), receipt of which is hereby acknowledged and in this Letter of Transmittal (which together constitute the "Offer"). Each 1994 Warrant represents the right to purchase 277 shares of common stock, and each 1995 Warrant represents the right to purchase 231 shares of common stock. The Board of Directors of the Company has decreased the exercise price, subject to the conditions set forth in the Offer, to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS during the term of the Offer. Subject to and effective upon acceptance for exercise of the Warrants tendered hereby in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the undersigned hereby agrees to subscribe for and purchase _____ shares of the Common Stock of the Company covered by such 1994 Warrant Certificate, and tenders payment herewith in full at the exercise price of $3.70 per share, and hereby agrees to subscribe for and purchase _____ shares of the Common Stock of the Company covered by such 1995 Warrant Certificate, and tenders payment herewith in full at the exercise price of $4.04 per share. The undersigned hereby represents and warrants to the Company that: (a) the undersigned has full power and authority to tender, subscribe for and purchase _____ shares of the Common Stock of the Company covered by such 1994 Warrant Certificate and purchase _____ shares of the Common Stock of the Company covered by such 1995 Warrant Certificate; (b) he or she has good, marketable and unencumbered title to them, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to their exercise, sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents the Company deems necessary or desirable to complete the exercise of the Warrants tendered hereby; (d) the undersigned understands that Shares of the common stock of the Company acquired upon exercise of the Warrants pursuant to the Offer cannot be resold for a period of 2 years from the exercise of the Warrant, except as provided in the Offer; (e) the undersigned understands that tenders of Warrants pursuant to the Offer and in the instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer; and 3 (f) the undersigned has read and agrees to all of the terms of the Offer. All authorities conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy, and legal representatives of the undersigned. Except as stated in the Offer, this tender is irrevocable. The name(s) and address(es) of the registered holder(s) should be printed below, exactly as they appear on the certificates representing Warrants tendered hereby. The certificate numbers, the number of Warrants represented by such certificates, and the number of Warrants that the undersigned wishes to tender, should be set forth in the appropriate boxes above. Unless otherwise indicated under "Special Issuance Instructions," please issue the stock certificates for Shares of the Company's Common Stock purchased hereby and/or return any Warrant Certificates not tendered in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the stock certificates for Shares of the Company's Common Stock purchased hereby and/or return any Warrant Certificates not tendered (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the stock certificates for Shares of the Company's Common Stock purchased hereby and/or return any Warrant Certificates not tendered in the name(s) of, and mail said stock certificates for Shares of the Company's Common Stock purchased hereby and/or return any Warrant Certificates not tendered to, the person(s) at the address so indicated. THE UNDERSIGNED UNDERSTANDS THAT ACCEPTANCE OF WARRANTS BY THE COMPANY FOR EXERCISE WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE UNDERSIGNED AND THE COMPANY UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 1, 4, 5, and 6) To be completed ONLY if certificates for Shares of the Company's Common Stock purchased hereby and/or any Warrant Certificates not tendered are to be issued in the name of and sent to someone other than the undersigned. Issue Stock Certificates or return Warrant Certificates to: Name(s) (Please Print) ------------------------------------------------ Address (Zip Code) ------------------------------------------------ ------------------------------------------------ 4 SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 4, 5, and 6) To be completed ONLY if certificates for Shares of the Common Stock of the Company purchased or any Warrant Certificates not tendered are to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown below. Mail Certificates to: Name(s) ------------------------------------------ (Please Print) Address ------------------------------------------ ------------------------------------------ (Zip Code) 5 PLEASE SIGN HERE (To be completed by all Warrant Holders) Signature(s) of Owner(s): _____________________________________________ _______________________________________________________________________ Signature(s) of Owner(s) Dated:__________________________________________________________, 1997. Name(s):_______________________________________________________________ _______________________________________________________________________ (Please Print) _______________________________________________________________________ Capacity (full title):_________________________________________________ Address:_______________________________________________________________ _______________________________________________________________________ (Include Zip Code) Area Code and Telephone Number:________________________________________ _______________________________________________________________________ (Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) or on a security position or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.) 6 GUARANTEE OF SIGNATURES(S) (See Instructions 1 and 5) Name of Firm:_________________________________________________________ Authorized Signature:_________________________________________________ Name:_________________________________________________________________ ______________________________________________________________________ (Please Print) ______________________________________________________________________ Title:________________________________________________________________ Address:______________________________________________________________ (Include Zip Code) Area Code and Telephone Number:_______________________________________ Dated:________________________________________________________ , 1997 7 INSTRUCTIONS Forming Part of the Terms and Conditions of the Offer 1. GUARANTEE OF SIGNATURE. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder of the Warrants exactly as the name of the registered holder appears on the certificate tendered with this Letter of Transmittal and such owner has not completed the box entitled "Special Delivery Instructions" or "Special Issuance Instructions"; or (b) such Warrants are tendered for the account of a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company (not a savings bank or savings and loan association) having an office, branch or agency in the United States which is a participant in an approval Signature Guarantee Medallion Program (each such entity, an "Eligible Institution"). In all other cases, an Eligible Institution must guarantee all signatures on this Letter of Transmittal. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. Procedures. This Letter of Transmittal is to be used only if certificates for Warrants are delivered with it to the Company (or such certificates will be delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Company). Certificates for all physically tendered Warrants, together with a properly completed and duly executed Letter of Transmittal or duly executed and manually signed photocopy of the Letter of Transmittal, and any other documents required by this Letter of Transmittal, should be mailed or delivered to the Company at the appropriate address set forth on the front page of this Letter of Transmittal and must be delivered to the Company on or before the Expiration Date (as defined in the Offer). Warrant Holders whose certificates are not immediately available or who cannot deliver certificates for their Warrants and all other required documents to the Company before the Expiration Date, must tender their Warrants by or through an Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery (or photocopy of it (with any required signature guarantee)) and by otherwise complying with the guaranteed delivery procedures set forth in Section 2 of the Offer. Pursuant to such procedure, certificates for all physically tendered Warrants, as well as a properly completed and duly executed Letter of Transmittal (or photocopy of it) and all other documents required by this Letter of Transmittal, must be received by the Company within three New York Stock Exchange trading days after receipt by the Company of such Notice of Guaranteed Delivery, all as provided in Section 2 of the Offer. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR WARRANTS, IS AT THE OPTION AND RISK OF THE TENDERING WARRANT HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL 8 WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. The Company will not accept any alternative, conditional or contingent tenders, except as expressly provided in the Offer. All tendering Warrant Holders, by execution of this Letter of Transmittal (or a photocopy of it), waive any right to receive any notice of the acceptance of their tender. 3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Warrants Tendered" is inadequate, the certificate numbers and/or the number of Warrants should be listed on a separate signed schedule and attached to this Letter of Transmittal. 4. WARRANTS TENDERED. If fewer than all of the Warrants evidenced by any certificate are to be tendered, fill in the number of Warrants that are to be tendered in the column entitled "Number of Warrants Tendered," in the box captioned "Description of Warrants Tendered." In such case, a new certificate for the remainder of the Warrants evidenced by the old certificate(s) will be issued and sent to the registered holder(s), unless otherwise specified in the "Special Delivery Instructions" or "Special Issuance Instructions" box on this Letter of Transmittal, as soon as practicable after the Expiration Date. Unless otherwise indicated, all Warrants represented by the certificate(s) listed and delivered to the Company will be deemed to have been tendered. 5. SIGNATURES ON LETTER OF TRANSMITTAL. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Warrants tendered hereby, the signature(s) must correspond exactly with name(s) as written on the face of the certificate(s) without any change whatsoever. (b) If the Warrants are held of record by two or more persons or holders, all such persons or holders must sign this Letter of Transmittal. (c) If any tendered Warrants are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or photocopies of it) as there are different registrations of certificates. (d) When this Letter of Transmittal is signed by the registered holder(s) of the Warrant listed and transmitted hereby, no endorsement(s) of certificate(s) representing such Warrant or separate stock power(s) are required unless the certificate(s) for Warrants not tendered are to be issued to a person other than the registered holder(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) listed, or if their certificate(s) for Warrants not tendered are to be issued to a person other than the registered holder(s), the certificate(s) must be endorsed or accompanied by appropriate stock power(s), in either case signed exactly as the name(s) of the registered holder(s) appears on the certificate(s), and the signature(s) on such 9 certificate(s) or stock power(s) must be guaranteed by an Eligible Institution. See Instruction 1. (e) If this Letter of Transmittal or any certificate(s) or stock power(s) are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act. If the certificate has been issued in the fiduciary or representative capacity, no additional documentation will be required. 6. SPECIAL DELIVERY AND SPECIAL ISSUANCE INSTRUCTIONS. If certificate(s) for Warrants not tendered and/or certificates for shares purchased upon exercise of a Warrant are to be issued in the name of a person other than the signer of the Letter of Transmittal or if such certificates are to be sent to someone other than the person signing the Letter of Transmittal or to the signer at a different address, the boxes captioned "Special Issuance Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 7. IRREGULARITIES. All questions as to the number of Warrants to be accepted, the validity, form, eligibility (including time of receipt) and acceptance for exercise of any tender of Warrants will be determined by the Company in its sole discretion, which determinations shall be final and binding on all parties. The Company reserves the absolute right to reject any or all tenders of Warrants it determines not to be in proper form or the acceptance of which or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Warrants, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Warrants will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice. 8. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to, or additional copies of the Offer and this Letter of Transmittal may be obtained from the Company at the address and telephone number set forth below. FIDELITY FEDERAL BANCORP 700 SOUTH GREEN RIVER ROAD, SUITE 2000 EVANSVILLE, INDIANA 47715 ATTN: DONALD R. NEEL, EXECUTIVE VICE PRESIDENT Confirmation by telephone: (812) 469-2100 10 IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) TOGETHER WITH WARRANT CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO 5:00 P.M., CENTRAL STANDARD TIME, ON THE EXPIRATION DATE (AS DEFINED IN THE OFFER). EX-99.C 4 FIDELITY FEDERAL BANCORP OFFER TO EXERCISE WARRANTS THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., CENTRAL STANDARD TIME, ON OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED. September 19, 1997 TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES: Fidelity Federal Bancorp (the "Company") is offering to decrease the exercise price for all outstanding Warrants issued in connection with the Company's 9.125% Junior Subordinated Notes due April 30, 2001 ("1994 Warrants") and all outstanding Warrants issued in connection with the Company's 9.25% Junior Subordinated Notes due January 31, 2002 ("1995 Warrants") (collectively, the "Warrants") for a limited period of time. The 1994 Warrants currently have an exercise price of $6.22, and the 1995 Warrants currently have an exercise price of $8.93. The Board of Directors of the Company has decreased the exercise price, upon the terms and subject to the conditions set forth in the Offer, to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS. We are asking you to contact your clients for whom you hold Warrants registered in your name (or in the name of your nominee) or who hold Warrants registered in their own names. Please bring the Offer to their attention as promptly as possible. Please furnish copies of the enclosed materials to those of your clients for whom you hold Warrants registered in your name. THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING TENDERED. The Offer is, however, subject to other conditions. See Section 5 of the Offer to Exercise. For your information and for forwarding to your clients for whom you hold Warrants registered in your name or in the name of your nominee, we are enclosing the following documents: 1. The Offer to Exercise, dated September 19, 1997. 2. The Letter of Transmittal for your use and for the information of your clients. 3. The Notice of Guaranteed Delivery to be used to accept the Offer if certificates for the Warrants are not immediately available or if time will not permit all required documents to be delivered to the Company by the Expiration Date (as defined in the Offer to Exercise). 4. A letter which may be sent to your clients for whose accounts you hold Warrants registered in your name or in the name of your nominee, with space for obtaining such clients' instructions with regard to the Offer. 5. A return envelope addressed to the Company. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., CENTRAL STANDARD TIME, ON OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED. The Company will not pay any fees or commissions to any broker or dealer or any other person in connection with the solicitation of tenders of Warrants pursuant to the Offer. The Company will however, upon request, reimburse brokers, dealers, commercial banks and trust companies for reasonable and necessary costs incurred by them in forwarding the Offer to Exercise and related documents to the beneficial owners of Warrants held by them as nominee or in a fiduciary capacity. As described in the Offer to Exercise, the Company will accept for exercise all Warrants validly tendered and not withdrawn on or prior to the Expiration Date, as defined in Section 1 of the Offer to Exercise. THE BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO ANY WARRANT HOLDER AS TO WHETHER TO TENDER ALL OR ANY WARRANTS. EACH WARRANT HOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY WARRANTS TO TENDER. The Company is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If the Company becomes aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, the Company will make a good faith effort to comply with such law. If after such good faith effort, the Company cannot comply with such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Warrants residing in such jurisdictions. 2 Any questions, requests for assistance or requests for additional copies of the enclosed materials may be directed to the Company at the address and telephone number set forth below. FIDELITY FEDERAL BANCORP 700 SOUTH GREEN RIVER ROAD, SUITE 2000 EVANSVILLE, INDIANA 47715 ATTN: DONALD R. NEEL, EXECUTIVE VICE PRESIDENT (812) 469-2100 Very truly yours, FIDELITY FEDERAL BANCORP NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF THE COMPANY OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.D 5 FIDELITY FEDERAL BANCORP OFFER TO EXERCISE WARRANTS THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., CENTRAL STANDARD TIME, ON OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED. TO OUR CLIENTS: Enclosed for your consideration is the Offer dated September 19, 1997 and the related Letter of Transmittal (which together constitute the "Offer") setting forth the terms and conditions of an offer by Fidelity Federal Bancorp, an Indiana corporation (the "Company"), to decrease the exercise price for all outstanding Warrants issued in connection with the Company's 9.125% Junior Subordinated Notes due April 30, 2001 ("1994 Warrants") and all outstanding Warrants issued in connection with the Company's 9.25% Junior Subordinated Notes due January 31, 2002 ("1995 Warrants") (collectively, the "Warrants") for a limited period of time. The 1994 Warrants currently have an exercise price of $6.22, and the 1995 Warrants currently have an exercise price of $8.93. The Board of Directors of the Company has decreased the exercise price, upon the term and subject to the conditions set forth in the Offer, to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS. THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF WARRANTS HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER OF RECORD OF WARRANTS HELD FOR YOUR ACCOUNT. A TENDER OF SUCH WARRANTS CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER WARRANTS HELD BY US FOR YOUR ACCOUNT. We request instructions as to whether you wish us to tender any or all of the Warrants held by us for your account, upon the terms and subject to the conditions set forth in the Offer and the Letter of Transmittal. Your attention is called to the following: (1) The Offer is not conditioned upon any minimum number of Warrants being tendered, but is subject to certain other conditions. (2) The Offer and withdrawal rights will expire at 5:00 p.m., Central Standard Time, on October 31, 1997, unless the Offer is extended. Your instructions to us should be forwarded to us in ample time to permit us to submit a tender on your behalf. If you would like to withdraw your Warrants that we have tendered, you can withdraw them so long as the Offer remains open, if they have not been accepted for exercise. (3) As described in the Offer, the Company will accept for exercise all Warrants validly tendered and not withdrawn on or prior to the Expiration Date, as defined in Section 1 of the Offer to Exercise. (4) The Company will pay to the holder of any Warrant exercised pursuant to the Offer any dividend which has a record date during the period of the Offer on shares of the Common Stock of the Company purchased upon exercise of such Warrant. For example, if the Company establishes a record date for the payment of dividends during the term of the Offer, upon exercise of the Warrant the holder will be entitled to any dividend which would have been paid on shares acquired upon the exercise of the Warrant had they been outstanding on such record date. (5) Shares of the common stock of the Company acquired upon exercise of the Warrants pursuant to the Offer cannot be resold for a period of 2 years from the exercise of the Warrant, except as provided in the Offer. THE BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO ANY WARRANT HOLDER AS TO WHETHER TO TENDER ALL OR ANY WARRANTS. EACH WARRANT HOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY WARRANTS TO TENDER. If you wish to have us tender any or all of your Warrants held by us for your account upon the terms and subject to the conditions set forth in the Offer, please so instruct us by completing, executing, detaching and returning to us the attached instruction form. An envelope to return your instructions to us is enclosed. If you authorize tender of your Warrants, all such Warrants will be tendered unless otherwise specified. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF BY THE EXPIRATION OF THE OFFER. THE OFFER IS BEING MADE TO ALL HOLDERS OF WARRANTS. The Company is not aware of any state where the making of the Offer is prohibited by administrative or judicial action pursuant to a valid state statute. If the Company becomes aware of any valid state statute prohibiting the making of the Offer, the Company will make a good faith effort to comply with such statute. If, after such good faith effort, the Company cannot comply with such statute, the Offer will not be made to, nor will tenders be accepted from or on behalf of, holders of Warrants in such state. 2 INSTRUCTIONS WITH RESPECT TO OFFER TO EXERCISE WARRANTS OF FIDELITY FEDERAL BANCORP The undersigned acknowledge(s) receipt of your letter and the enclosed Offer dated September 19, 1997, and the related Letter of Transmittal (which together constitute the "Offer") in connection with the offer by Fidelity Federal Bancorp, an Indiana corporation (the "Company"), to decrease the exercise price for all outstanding Warrants. The 1994 Warrants currently have an exercise price of $6.22, and the 1995 Warrants currently have an exercise price of $8.93. The Board of Directors of the Company has decreased the exercise price, upon the terms and subject to the conditions set forth in the Offer, to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS. This will instruct you to tender to the Company the number of Warrants indicated below (or, if no number is indicated below, all Warrants) which are held by you for the account of the undersigned, upon the terms and subject to the conditions of the Offer. NUMBER OF 1994 WARRANTS TO BE TENDERED: * ------------------------------- NUMBER OF 1995 WARRANTS TO BE TENDERED: * ------------------------------- SIGN HERE ----------------------------- ------------------------------ Name(s) Signature(s) ----------------------------- ------------------------------ Name(s) Signature(s) Date: , 1997 ------------------- ----------------------------- Address(es) Area Code(s) and Telephone Number(s) --------------------------- * Unless otherwise indicated, it will be assumed that all Warrants held by us for your account are to be tendered. 3 EX-99.E 6 FIDELITY FEDERAL BANCORP NOTICE OF GUARANTEED DELIVERY OF WARRANTS This form or a photocopy hereof must be used to accept the Offer (as defined below) if: (a) certificates for Warrants issued in connection with the 9.125% Junior Subordinated Notes due April 30, 2001 (1994 Warrants) or certificates for Warrants issued in connection with the 9.25% Junior Subordinated Notes due January 31, 2002 (1995 Warrants) (collectively, the "Warrants") of Fidelity Federal Bancorp (the "Company") cannot be delivered to the Company prior to the Expiration Date (as defined in Section 1 of the Company's Offer dated September 19, 1997 (the "Offer")); or (b) the Letter of Transmittal (or a photocopy thereof) and all other required documents cannot be delivered to the Company prior to the Expiration Date. This form, properly completed and duly executed, may be delivered by hand, mail or overnight courier to the Company. See Section 2 of the Offer. THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO THE COMPANY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR WARRANTS TO THE COMPANY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION. TO: FIDELITY FEDERAL BANCORP 700 SOUTH GREEN RIVER ROAD, SUITE 2000 EVANSVILLE, INDIANA 47715 ATTN: Donald R. Neel, Executive Vice President Confirmation by telephone: (812) 469-2100 DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. Ladies and Gentlemen: The undersigned hereby tenders to Fidelity Federal Bancorp (the "Company") upon the terms and subject to the conditions set forth in the Offer dated September 19, 1997, and the related Letter of Transmittal (which together constitute the "Offer"), receipt of both of which is hereby acknowledged, the number of 1994 Warrants and 1995 Warrants of the Company listed below, pursuant to the guaranteed delivery procedures set forth in Section 2 of the Offer. (PLEASE TYPE OR PRINT) Number of Certificate Number Warrants Number(s) of Warrants Tendered* ----------- ----------- --------- - ------------------------ ----------- --------- - ------------------------ ----------- --------- - ------------------------ ----------- --------- Total Warrants Tendered: * If you desire to tender fewer than all Warrants evidenced by any certificates listed above, please indicate in this column the number of Warrants you wish to tender. Otherwise, all Warrants evidenced by such certificates will be deemed to have been tendered. SIGN HERE -------------------------------- Date: , 1997 Signature(s) --------------- -------------------------------- Signature(s) -------------------------------- Name(s) of Record Holders -------------------------------- Name(s) of Record Holders -------------------------------- -------------------------------- Address(es) -------------------------------- Area Code(s) and Telephone Number(s) GUARANTEE (Not to be used for signature guarantee) The undersigned is a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office, branch, or agency in the United States and guarantees: (a) that the above-named person(s) has a net long position in the Warrants tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended; (b) that such tender of Warrants complies with such Rule 14e-4, and (c) guarantees that the Company will receive certificates of the Warrants tendered hereby in proper form for exercise, together with a properly completed and duly executed Letter of Transmittal (or photocopy thereof) and any other documents required by the Letter of Transmittal, all within three New York Stock Exchange trading days after the date the Company receives this Notice of Guaranteed Delivery. Authorized Signature: Address: --------------------------- - ---------------------------------- ----------------------------------- (Including Zip Code) Name: Area Code and ----------------------------- Telephone Number: (Please Print) ------------------ Title: Date: , 1997 ---------------------------- ----------------------- Name of Firm: --------------------- DO NOT SEND WARRANT CERTIFICATES WITH THIS FORM. YOUR WARRANT CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. -----END PRIVACY-ENHANCED MESSAGE-----