Exhibit 99.1(b)
INSTRUCTIONS FOR USE OF FIDELITY FEDERAL BANCORP
SHAREHOLDERS RIGHTS AGREEMENT
CONSULT THE COMPANY OR YOUR BANK OR BROKER
AS TO ANY QUESTIONS
The following instructions relate to a rights offering (the "Rights
Offering") by Fidelity Federal Bancorp (the "Company"), to the holders of its
common stock (the "Common Stock"), as described in the Company's prospectus
dated __________, 2001 (the "Prospectus"). Holders of record of shares of the
Common Stock at the close of business on __________, 2001 (the "Record Date")
are receiving ___ (__) subscription right (collectively, the "Rights") for each
share of the Common Stock held by them on the Record Date. Each Right is
exercisable, upon payment of $___ in cash (the "Subscription Price"), to
purchase one share of the Common Stock (the "Basic Subscription Privilege").
In addition, subject to the limitations described below, each Rights
holder who fully exercises the Basic Subscription Privilege also has the right
to subscribe at the Subscription Price for additional shares of Common Stock
(the "Over-Subscription Privilege"). Only the shares of Common Stock not
subscribed for through the exercise of the Basic Subscription Privilege by the
Expiration Date, as defined below, will be available for purchase pursuant to
the Over-Subscription Privilege (the "Excess Shares"). A Rights holder may only
exercise the Over-Subscription Privilege to purchase up to that number of shares
of Common Stock equal to such Right holder's percentage ownership of the
Company's issued and outstanding Common Stock on the Record Date multiplied by
the number of Excess Shares, rounded down to the nearest whole number.
Nominee holders of Common Stock that hold, on the Record Date, shares
for the account(s) of more than one beneficial owner may exercise the number of
Rights to which all such beneficial owners in the aggregate would otherwise have
been entitled if they had been direct record holders of Common Stock on the
Record Date; provided such nominee holder makes a proper showing to the Company,
as determined in the Company's sole and absolute discretion.
The Rights will expire at 5:00 p.m., Evansville, Indiana time, on
__________, 2001, unless such time or date is extended as described in the
Prospectus (the "Expiration Date").
The number of Rights to which you are entitled is printed on the face
of your Shareholders Rights Agreement. You should indicate your elections with
regard to the exercise of your Rights by completing the appropriate form or
forms on your Shareholders Rights Agreement and returning it to the Company in
the envelope provided. Your Shareholders Rights
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Agreement must be received by the Company, or guaranteed delivery requirements
with respect to your Shareholders Rights Agreement must be complied with, and
payment of the Subscription Price, including final clearance of any checks, must
be received by the Company, on or before 5:00 p.m., Evansville, Indiana time, on
the Expiration Date. You may not revoke any exercise of your Rights.
1. Subscription Privilege.
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To exercise Rights, complete the Shareholders Rights Agreement and
deliver your properly completed and executed Shareholders Rights Agreement,
together with payments in full of the Subscription Price for each share of
Common Stock subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege, to the Company
If you want to exercise your Rights, but time will not permit your
Shareholders Rights Agreement to reach the Company prior to the Expiration Date,
you may cause a written guarantee substantially in the form enclosed herewith
(the "Notice of Guaranteed Delivery") from a commercial bank, trust company,
securities broker or dealer, credit union, savings association or other eligible
guarantor institution which is a member of or a participant in a signature
guarantee program acceptable to the Company (each of the foregoing being an
"Eligible Institution"), to be received by the Company at or prior to the
Expiration Date, together with payment in full of the applicable Subscription
Price. Such Notice of Guaranteed Delivery must state your name, the number of
Rights represented by your Shareholders Rights Agreement, the number of Rights
being exercised pursuant to the Basic Subscription Privilege and the number of
shares of Common Stock, if any, being subscribed for pursuant to the
Over-Subscription Privilege, and will guarantee the delivery to the Company of
your properly completed and executed Shareholders Rights Agreement within three
Nasdaq National Market trading days following the date of the Notice of
Guaranteed Delivery. If this procedure is followed, your Shareholders Rights
Agreement must be received by the Company within three Nasdaq National Market
trading days of the Notice of Guaranteed Delivery. Additional copies of the
Notice of Guaranteed Delivery may be obtained upon request from the Company, at
the address, or by calling the telephone number, indicated below.
Payment of the Subscription Price must be made in U.S. dollars for the
full number of shares of Common Stock being subscribed for by (a) check or bank
draft (cashier's check) drawn upon a United States bank or a postal, telegraphic
or express money order payable to the order of Fidelity Federal Bancorp, or (b)
wire transfer of same day funds to the account maintained by the Company for
such purpose at __________, ABA No. __________, Account No. __________ (marked:
Fidelity Federal Bancorp Rights Offering Account). The Subscription Price will
be deemed to have been received by the Compapny only upon (i) the clearance of
any uncertified check, (ii) the receipt by the Company of any certified check or
bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money
order, (iii) receipt by the Company of any funds transferred by wire transfer,
or (iv) receipt of funds by the Company through an alternative payment method
approved by the Company.
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If paying by uncertified personal check, please note that the funds
paid thereby may take five business days or more to clear. Accordingly, Rights
holders who wish to pay the Subscription Price by means of an uncertified
personal check are urged to make payment
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sufficiently in advance of the Expiration Date to ensure that such payment is
received and clears by such date and are urged to consider payment by means of
certified or cashier's check, money order or wire transfer of funds. Banks,
brokers, trusts, depositories or other nominee holders of the Rights who
exercise the Basic Subscription Privilege and the Over-Subscription Privilege on
behalf of beneficial owners of Rights will be required to certify to the Company
on a Nominee Holder Certification Form, in connection with the exercise of the
Over-Subscription Privilege, as to the aggregate number of Rights that have been
exercised, and the number of shares of Common Stock that are being subscribed
for pursuant to the Over-Subscription Privilege, by each beneficial owner of
Rights on whose behalf such nominee holder is acting.
The address and facsimile numbers of the Company are as follows:
Fidelity Federal Bancorp
18 NW Fourth Street
PO Box 1347
Evansville, Indiana 47706-1347
Attention: Mark A. Isaac, Vice President
Telephone: (812) 429 - 0921
Facsimile: _____________
Delivery of the Shareholders Rights Agreement to an address other than
as set forth above or transmission via a facsimile machine other than as set
forth above does not constitute a valid delivery.
The telephone numbers of the Company, for inquiries, information or
requests for additional documentation are as follows:
Deb Fritz, Assistant Vice President,
Shareholder Relations, of Fidelity at:
Fidelity Federal Bancorp
18 NW Fourth Street, PO Box 1347
Evansville, Indiana 47706-1347
Telephone: (812) 429-0550 (extension 2226)
(800) 280-8280 (extension 2226).
If you have not indicated the number of Rights being exercised, or if
you have not forwarded full payment of the Subscription Price for the number of
Rights that you have indicated are being exercised, you will be deemed to have
exercised the Basic Subscription Privilege with respect to the maximum number of
whole Rights which may be exercised for the Subscription Price payment
transmitted or delivered by you, and to the extent that the Subscription Price
payment transmitted or delivered by you exceeds the product of the Subscription
Price multiplied by the number of Rights evidenced by the Shareholders Rights
Agreement(s) transmitted or delivered by you (such excess being the
"Subscription Excess"), you will be deemed to have exercised your
Over-Subscription Privilege to purchase, to the extent available, that number of
whole shares of the Common Stock equal to the quotient obtained by dividing the
Subscription Excess by the Subscription Price, subject to the limit on the
number of shares a Rights holder may purchase pursuant to the Over- Subscription
Privilege.
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2. Conditions to Completion of the Rights Offering.
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There are no conditions to the completion of the Rights Offering.
However, the board of directors of the Company may withdraw the Rights Offering
in its sole discretion at any time prior to or on __________, 2001 for any
reason (including, without limitation, a change in the market price of the
Company's common stock). If the board of directors of the Company withdraws the
Rights Offering, any funds you paid will be promptly refunded, without interest
or penalty.
3. Delivery of Common Stock.
-------------------------
The following deliveries and payments will be made to the address shown
on the face of your Shareholders Rights Agreement unless you provide
instructions to the contrary on the Shareholders Rights Agreement.
(a) Basic Subscription Privilege. As soon as practicable after the
valid exercise of the Rights, the Company will mail to each exercising Rights
holder certificates representing shares of Common Stock purchased pursuant to
the Basic Subscription Privilege.
(b) Over-Subscription Privilege. As soon as practicable after the
Expiration Date, the Company will mail to each Rights holder who validly
exercises the Over-Subscription Privilege the number of shares of Common Stock
allocated to such Rights holder pursuant to the Over-Subscription Privilege. See
"The Rights Offering--Over-Subscription Privilege" in the Prospectus.
(c) Cash Payments. As soon as practicable after the Expiration Date,
the Company will mail to each Rights holder who exercises the Over-Subscription
Privilege any excess funds, without interest or deduction, received in payment
of the Subscription Price for each share of the Common Stock that is subscribed
for by, but not allocated to, such Rights holder pursuant to the
Over-Subscription Privilege.
4. Execution.
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(a) Execution by Registered Holder(s). The signature on the
Shareholders Rights Agreement must correspond with the name of the registered
holder exactly as it appears on the Shareholders Rights Agreement without any
alteration or change whatsoever. If the Shareholders Rights Agreement is
registered in the names of two or more joint owners, all of such owners must
sign. Persons who sign the Shareholders Rights Agreement in a representative or
other fiduciary capacity must indicate their capacity when signing and, unless
waived by the Company in its sole and absolute discretion, must present to the
Company satisfactory evidence of their authority to so act.
(b) Execution by Person Other than Registered Holder. If the
Shareholders Rights Agreement is executed by a person other than the holder
named on the face of the Shareholders Rights Agreement, proper evidence of
authority of the person executing the Shareholders Rights
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Agreement must accompany the same unless, for good cause, the Company dispenses
with proof of authority.
(c) Signature Guarantees. Your signature must be guaranteed by an
Eligible Institution if you wish to specify special delivery instructions
pursuant to the Shareholders Rights Agreement.
5. Method of Delivery.
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The method of delivery of Shareholders Rights Agreements and payment of the
Subscription Price to the Company will be at the election and risk of the Rights
holder, but, if sent by mail, it is recommended that they be sent by registered
mail, properly insured, with return receipt requested, and that a sufficient
number of days be allowed to ensure delivery to the Company and the clearance of
any checks sent in payment of the Subscription Price prior to the Expiration
Date.
6. Substitute Form W-9.
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Each Rights holder who elects to exercise Rights through the Company should
provide the Company with a correct Taxpayer Identification Number ("TIN") and,
where applicable, certification of such Rights holder's exemption from backup
withholding on Substitute Form W-9. Each foreign Rights holder who elects to
exercise the Rights through the Company should provide the Company with
certification of foreign status on Form W-8. Copies of Form W-8 and additional
copies of Substitute Form W-9 may be obtained upon request from the Company at
the address, or by calling the telephone number indicated above. Failure to
provide the information on the form may subject such holder to 31% federal
income tax withholding with respect to dividends that may be paid by the Company
on shares of Common Stock purchased upon the exercise of Rights (for those
holders exercising Rights).
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