Exhibit 99.1(a)
FIDELITY FEDERAL BANCORP
EVANSVILLE, INDIANA
SHAREHOLDER RIGHTS AGREEMENT
Fidelity Federal Bancorp is conducting a rights offering in which it will
offer subscription rights to purchase $1,500,000 principal amount of its 9.00%
unsecured junior subordinated notes due 2009 and warrants representing the right
to purchase 500,000 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 December 19, 2001 to receive one
(1) basic subscription right, rounded down to the nearest whole number, for
every 3,991 shares of our common stock held. Each subscription right you have
entitles you to purchase $1,000 principal amount of notes. This is your basic
subscription right.
For each $1,000 principal amount of notes purchased, you will receive
warrant subscription rights to purchase 333 1/3 warrants at the price of $0.50
per warrant. Each warrant represents the right of the holder to purchase one (1)
share of common stock of Fidelity Federal at $3.00 per share, less the purchase
price of the warrant of $0.50. This is your warrant subscription right.
Basic Subscription Right
As a holder of our common stock as of the close of business on the record
date of December 19, 2001 you will receive one (1) basic subscription right,
rounded down to the nearest whole number, for every 3,991 shares of our common
stock held. Each basic subscription right you have entitles you to purchase
$1,000 principal amount of notes. To the extent that you do not have a
sufficient amount of shares to otherwise receive a basic subscription right, you
will still receive one basic subscription right for the purchase of a note in
the minimum $1,000 principal issuance amount.
If any notes are not purchased by the exercise of the basic subscription
right, you may be able to purchase additional notes by the exercise of your
basic over-subscription privilege subject to availability and proration. Your
basic over-subscription privilege entitles you to over-subscribe for additional
notes, if you exercised your basic subscription right in full. This limitation
is described in our prospectus delivered to you dated December 28, 2001 in the
section entitled "The Rights Offering" under the subsections "What is the Basic
Over-Subscription Privilege?" and "How Do I Exercise My Over-Subscription
Privilege?".
We will only permit you to exercise your basic over-subscription privilege
if:
o you specify below your intent to exercise your basic over-subscription
privilege, subject to the terms and conditions of the rights offering,
and
o the aggregate payment delivered or transmitted by you exceeds the
aggregate price you must pay to purchase all notes you are entitled to
purchase upon the exercise of your basic subscription right.
Set forth below is the number of shares which you own of record as of
December 19, 2001. For every 3,991 shares you own on December 19, 2001, you
receive one (1) basic subscription right. To determine your basic subscription
right, divide the number of shares set forth below by 3,991 and round down to
the nearest whole number. For example, if you own 5,000 shares of record, your
basic subscription privilege would be 1, calculated by dividing 5,000 by 3,991,
which equals 1.2, and rounding down to the nearest whole number, or 1. Remember,
to the extent that you do not have a sufficient amount of shares to otherwise
receive a basic subscription right, you will still receive one basic
subscription right for the purchase of a note in the minimum $1,000 principal
issuance amount.
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Warrant Subscription Right
For each $1,000 principal amount of notes purchased in this rights offering
you will receive warrant subscription rights to purchase 333 1/3 warrants at the
price of $0.50 per warrant. Each warrant subscription right represents the right
of the holder to purchase one warrant at $0.50 per warrant. Each warrant
represents the right of the holder to purchase one (1) share of common stock of
Fidelity Federal at $3.00 per share, less the purchase price of the warrant.
If any warrants are not purchased by the exercise of the warrant
subscription right, you may be able to purchase additional warrants by the
exercise of your warrant over-subscription right privilege subject to
availability and proration. Your warrant over-subscription privilege entitles
you to over-subscribe for additional warrants only if you exercise your warrant
subscription right in full. This limitation is described in our prospectus
delivered to you dated December 28, 2001 in the section entitled "The Rights
Offering" under the subsections "What is the Warrant Subscription Right?" and
"What is the Warrant Over-Subscription Privilege?" You do not have to exercise
your basic subscription right in full in order to exercise your warrant
over-subscription right.
We will only permit you to exercise your warrant over-subscription privilege if:
o you specify below your intent to exercise your warrant
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 warrants you are entitled
to purchase upon the exercise of your warrant subscription privilege.
The number of warrant subscription rights evidenced by this shareholder
rights agreement and which you are entitled to exercise pursuant to your warrant
subscription privilege is determined by the number $1,000 principal amount of
the notes purchased. For example, if you purchase $100,000 principal amount of
notes, you would receive the right to purchase 33,333 warrants. This is
determined by multiplying the number of $1,000 principal amount notes purchased,
or 100, by 3331/3, and rounding down to the nearest whole number of 33,333.
Miscellaneous
For a more complete description of the terms and conditions of the rights
offering, please refer to the prospectus, which is incorporated herein by
reference. Copies of the prospectus are available upon request from Fidelity
Federal Bancorp, 00 XX Xxxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxxxxx, Xxxxxxx
00000-0000, Attention Xxxx X. Xxxxx, Vice President, Telephone: (000) 000-0000.
We must receive this shareholders rights agreement with payment in full by
5:00 p.m., Central time, on the expiration date of the rights offering, which is
February 28, 2002.
Any subscription rights not exercised on or prior to February 28, 2002 will
expire and no longer be exercisable. Any exercise of a subscription right for
notes in the rights offering is irrevocable. We will issue the notes and
warrants purchased in the rights offering as soon as practicable following the
expiration date.
We encourage you to review the prospectus and instructions before
exercising your subscription rights. The subscription rights are not assignable
or transferable.
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Rights Holder Representations And Acknowledgments
As an inducement to Fidelity to accept this shareholder rights agreement,
the undersigned hereby acknowledges, understands and agrees as follows:
(a) The undersigned was a shareholder of record or the beneficial owner of
shares of Fidelity on December 19, 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 notes and
warrants upon the exercise of the basic subscription right and basic
over-subscription privilege and the warrant subscription right and the warrant
over-subscription privilege, as the case may be, of the undersigned.
(d) This shareholder rights agreement shall be binding upon and inure to
the benefit of the undersigned's heirs, successors and representatives. The
undersigned shall not transfer or assign his interest under this shareholder
rights agreement.
(e) This shareholder rights agreement shall be construed in accordance with
and governed by the laws of the State of Indiana, without regard to choice of
law principles.
(f) All information contained in this shareholder rights agreement with
respect to the undersigned shall be true, accurate and complete on the date of
this agreement and on the date that this agreement is accepted by Fidelity. The
undersigned shall indemnify and hold harmless Fidelity and its directors,
officers, employees and agents from and against all claims, losses, damages and
liabilities, including without limitation reasonable attorneys' fees and costs,
resulting from or arising out of any misrepresentation or any inaccuracy in or
breach of any statement or provision by the undersigned contained in this
shareholder rights agreement.
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Exercise of Rights
The undersigned hereby irrevocably exercises one or more subscription
rights to subscribe for $1,000 principal amount notes or warrants of Fidelity as
indicated below, on the terms and subject to the conditions specified in the
prospectus of Fidelity dated December 28, 2001, receipt of which is hereby
acknowledged.
(a) Basic Subscription Rights. Number of $1,000 principal amount notes
subscribed for pursuant to the basic subscription privilege. Remember,
you need one (1) subscription right to subscribe for one note:
____________ x $1,000 = $_______________ payment.
(b) Basic Over-Subscription Privilege. Number of $1,000 principal amount
notes subscribed for pursuant to the over-subscription privilege:
____________ x $1,000 = $_______________ payment.
By exercising the over-subscription privilege, the undersigned represents and
certifies that the undersigned has fully exercised its basic subscription
privilege.
(c) Warrant Subscription Right. Number of warrants subscribed for pursuant
to the warrant subscription privilege. Remember, you may subscribe for
333 1/3 warrants for each $1,000 principal amount notes subscribed
for. Further, you may only subscribe for warrants if you have
subscribed for at least $1,000 principal amount of notes.
____________ x $0.50 = $_______________ payment.
(d) Warrant Over-Subscription Privilege. Number of warrants subscribed for
pursuant to the warrant over- subscription privilege.
____________ x $0.50 = $_______________ payment.
By exercising the over-subscription privilege, the undersigned represents and
certifies that the undersigned has fully exercised its warrant subscription
privilege.
(e) Total Subscription: This is equal to the sum of the payments
calculated on lines (a), and (b).
The total subscription is $_______________ payment.
If you do not specify the number of subscription rights and
over-subscription privileges being exercised, or if your payment is not
sufficient to pay the total purchase price for all of the notes and warrants
that you indicated you wished to purchase, you will be deemed to have exercised
the maximum number of subscription rights and over- subscription privileges that
could be exercised for the amount of the payment that we receive from you. If
your payment exceeds the total purchase price for all of the subscription rights
shown on this shareholder rights agreement, your payment will be applied, until
depleted, to subscribe for notes and warrants in the following order:
(1) to subscribe for the principal amount of notes and the number of
warrants, if any, that you indicated on the shareholder rights
agreement that you wished to purchase through your basic subscription
right and warrant subscription right, until your basic subscription
right and warrant subscription right have been fully exercised;
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(2) to subscribe for additional principal amount of notes pursuant to the
basic over-subscription privilege, subject to any applicable
limitation; and
(3) to subscribe for additional warrants pursuant to the warrant
over-subscription privilege, subject to limitation.
Any excess payment remaining after the foregoing allocation will be returned to
you as soon as practicable by mail, without interest or deduction.
Method of Payment (Check And Complete Appropriate Box(es)):
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[ ] Check, bank draft, or money order payable to "Fidelity Federal Bancorp"; or
[ ] Wire transfer of immediately available funds directed to:
Wire to: Federal Home Loan Bank of Indianapolis
ABA#: 074 001 019
Further Credit: United Fidelity Bank, fsb
Account #: 8166-9994
Further Credit: Fidelity Federal Bancorp - Rights Offering
Account #: 0-00-00000000
IN WITNESS WHEREOF, the undersigned (has/have) executed this Shareholder
Rights Agreement this _______ day of _________________________, 2002.
Rights holder's Signature(s) ____________________________
Rights holder's Signature(s) ____________________________ (If held jointly)
Telephone No. (_____) _____-__________
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Delivery Instructions
Address for mailing of notes and warrants in accordance with the prospectus if
other than shown on the first page hereof:
Name: __________________________________________________________________________
Address: _______________________________________________________________________
Rights holder's Signature(s): __________________________________________________
Rights holder's Signature(s): __________________________________________________
(If held jointly)
Signatures Guaranteed by: ______________________________________________________
Note: If the addressee above is not a commercial bank, broker, dealer, credit
union, national securities exchange or savings association or the shareholder
named on this shareholder rights agreement, then the shareholder completing this
shareholder rights agreement must have a commercial bank, broker, dealer, credit
union, national securities exchange or savings association guarantee such rights
holder's signature.
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