Exhibit 99.1(a)
FIDELITY FEDERAL BANCORP
EVANSVILLE, INDIANA
SHAREHOLDER RIGHTS AGREEMENT
Fidelity Federal Bancorp, an Indiana corporation (the "Company"), is
conducting a rights offering (the "Rights Offering") which entitles the holders
of the Company's common stock (the "Common Stock"), as of the close of business
on __________, 2001 (the "Record Date"), to receive ___ (__) subscription right
(each, a "Right") for each share of Common Stock held of record on the Record
Date. Each Right entitles the holder thereof to subscribe for and purchase ___
(__) share of Common Stock (the "Basic Subscription Privilege") at a
subscription price of $____ per share (the "Subscription Price"). The Company
will issue up to 1,000,000 shares of Common Stock pursuant to the Rights
Offering.
If any shares of Common Stock are not purchased by the Rights holders
pursuant to such Rights holders' Basic Subscription Privileges (the "Excess
Shares"), any Rights holder fully exercising such Rights holder's Basic
Subscription Privilege may purchase an additional number of the Excess Shares
(the "Over-Subscription Privilege"), subject to the limit on the number of
Excess Shares that may be purchased described under the heading "The Rights
Offering--Over-Subscription Privilege" in the prospectus (the "Prospectus")
dated __________, 2001.
The Company will not permit the exercise of a Rights holder's
Over-Subscription Privilege unless
o the Rights holder specifies below the intent to exercise the
Over-Subscription Privilege, subject to the terms and conditions
of the Rights Offering, or
o the aggregate Subscription Price delivered or transmitted by such
Rights holder exceeds the aggregate Subscription Price for all
shares for which such Rights holder would be entitled to
subscribe pursuant to such Rights holder's Basic Subscription
Privilege.
Set forth above is the number of Rights evidenced by this Shareholders
Rights Agreement that the Rights holder is entitled to exercise pursuant to such
Rights holder's Basic Subscription Privilege.
For a more complete description of the terms and conditions of the
Rights Offering, please refer to the Prospectus, which is incorporated herein by
reference. Copies of the Prospectus are available upon request from Deb Fritz,
Assistant Vice President, Shareholder Relations, at (812) 429-0550, extension
2226, or at (800) 280-8280 (extension 2226). Capitalized terms used but not
defined herein shall have the meanings given to such terms in the Prospectus.
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This Shareholders Rights Agreement must be received by the Company, or
the guaranteed delivery requirements described under the heading "The Rights
Offering--Guaranteed Delivery Procedures" must be complied with, with payment in
full by 5:00 p.m., Evansville, Indiana time, on __________, 2001, unless
extended in the sole discretion of the Company (as it may be extended, the
"Expiration Date").
Any Rights not exercised prior to the Expiration Date will expire and
no longer be exercisable. Any subscription for shares of Common Stock in the
Rights Offering made hereby is irrevocable, except as described in the
Prospectus. The Company will issue certificates representing shares of Common
Stock purchased pursuant to the Rights Offering as soon as practicable following
the Expiration Date. Some or all of the Rights represented by this Shareholders
Rights Agreement may be exercised by duly completing and returning this
Shareholders Rights Agreement to the Company prior to the Expiration Date.
Rights holders are advised to review the Prospectus and instructions
before exercising their Rights. The registered owner whose name is inscribed
hereon is entitled to subscribe for shares of Common Stock upon the terms and
subject to the conditions set forth in the Prospectus and instructions relating
to the use hereof. The Rights are not assignable or transferable.
RIGHTS HOLDER REPRESENTATIONS AND ACKNOWLEDGMENTS
As an inducement to the Company to accept this Shareholders Rights
Agreement, the undersigned hereby acknowledges, understands and agrees as
follows:
(a) The undersigned was a shareholder of record or the beneficial owner
of shares of the Company on the Record Date.
(b) Shareholders Rights Agreement and the exercise of rights
contemplated hereby may be rejected, in whole or in part, at the sole discretion
of the Company. In the event that this Shareholders Rights Agreement, and the
exercise of rights contemplated hereby, is rejected by the Company for whatever
reason, all funds that the undersigned has paid pursuant to this Shareholders
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 the Company when
issuing shares of its Common Stock pursuant to the exercise of the Basic
Subscription Privilege and Over-Subscription Privilege by the undersigned.
(d) This Shareholders Rights Agreement shall be binding upon and inure
to the benefit of the undersigned's heirs, successors and representatives. The
undersigned shall not transfer or assign his interest under this Agreement.
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(e) This Shareholders 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 thereof.
(f) All information contained herein with respect to the undersigned
shall be true, accurate and complete on the date hereof and on the date that
this Shareholders Rights Agreement is accepted by the Company. The undersigned
shall indemnify and hold harmless the Company and its directors, officers,
employees and agents from and against all claims, losses, damages and
liabilities, including without limitation reasonable attorneys' fees and costs,
resulting from or arising out of any misrepresentation or any inaccuracy in or
breach of any statement or provision contained in this Shareholders Rights
Agreement.
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EXERCISE OF RIGHTS
The undersigned hereby irrevocably exercises one or more Rights to
subscribe for shares of Common Stock as indicated below, on the terms and
subject to the conditions specified in the Prospectus, receipt of which is
hereby acknowledged.*
(a) Number of shares subscribed for pursuant to the Basic Subscription
Privilege:
____ x $___ = $_____ payment. (___ Right needed to subscribe for
one share.)
(b) Number of shares subscribed for pursuant to the Over-Subscription
Privilege:
____ x $___ = $_____ payment.
By exercising this Over-Subscription Privilege, the undersigned Rights holder
hereby represents and certifies that the undersigned has fully exercised its
Basic Subscription Privilege.
(c) Total Subscription:
(total number of shares on lines (a) and (b)
multiplied by $___) = $_________ payment.
If the aggregate Subscription Price enclosed or transmitted is insufficient to
purchase the total number of shares of Common Stock included in lines (a) and
(b), or if the number of shares being subscribed for is not specified, the
Rights holder exercising this Shareholders Rights Agreement shall be deemed to
have subscribed for the maximum number of shares of Common Stock that could be
subscribed for with the aggregate Subscription Price received. If the number of
shares of Common Stock to be subscribed for pursuant to the Over-Subscription
Privilege is not specified and the amount enclosed or transmitted exceeds the
aggregate Subscription Price for all shares which may be purchased pursuant to
the Basic Subscription Privilege represented by this Shareholders Rights
Agreement (the "Subscription Excess"), the Rights holder executing this
Shareholders Rights Agreement shall be deemed to have exercised the
Over-Subscription Privilege to purchase, to the extent available, that number of
shares of Common Stock equal to the quotient obtained by dividing the
Subscription Excess by the Subscription Price (rounded down to the nearest whole
number), subject to the limit on the number of shares a Rights holder may
purchase pursuant to the Over- Subscription Privilege.
To the extent any portion of the aggregate Subscription Price enclosed or
transmitted remains after the foregoing procedures, such funds shall be mailed
to the Rights holder without interest or deduction as soon as practicable after
the Expiration Date.
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METHOD OF PAYMENT (Check And Complete Appropriate Box(es)):
- ----------------------------------------------------------
[ ] Check, bank draft, or money order payable to
"Fidelity Federal Bancorp"; or
[ ] Wire transfer of immediately available funds directed to:
Bank Name:
Address:
ABA#:
Account #:
Account Name: United Fidelity Bank
Final Credit: Fidelity Federal Bancorp Rights Offering Account
If Notice of Guaranteed Delivery procedures are being utilized:
[ ] Check here if Rights are being exercised pursuant to the Notice of
Guaranteed Delivery delivered to the Company prior to the date hereof
and complete the following:
Name(s) of Registered Holder(s) ______________________________________________
Window Ticket Number (if any) ________________________________________________
Date of Execution of Notice of Guaranteed Delivery ___________________________
Name of Institution which Guaranteed Delivery_______________________________ *
IN WITNESS WHEREOF, the undersigned (has/have) executed this
Shareholders Rights Agreement this _______ day of _________________________,
2001.
Rights holder's Signature(s) ____________________________
Rights holder's Signature(s) ____________________________ (If held jointly)
Telephone No. (___) ___-____
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DELIVERY INSTRUCTIONS
Address for mailing of Common Stock certificate in accordance with the
Prospectus if other than shown on the first page hereof:
Name: __________________________________________________________________________
Address: _______________________________________________________________________
Rights holder's Signature(s): __________________________________________________
Rights holder's Signature(s): ________________________________ (If held jointly)
Signatures Guaranteed by: ______________________________________________________
Eligible Institution If the addressee above is not an Eligible Institution (as
defined in the "Instructions For Use of Midway Airlines Corporation Shareholders
Rights Agreements") or the Rights holder named on this Shareholders Rights
Agreement, then the Rights holder completing this Shareholders Rights Agreement
must have an Eligible Institution guarantee such Rights holder's signature.
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