EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
SHAREHOLDERS RIGHTS AGREEMENTS
ISSUED BY FIDELITY FEDERAL BANCORP
This form, or one substantially equivalent hereto, must be used to
exercise Rights pursuant to the Rights Offering described in the prospectus
dated __________, 2001 (the "Prospectus") of Fidelity Federal Bancorp (the
"Company"), if a holder of Rights cannot deliver the Shareholders Rights
Agreements evidencing the Rights (the "Shareholders Rights Agreement(s)") to the
Company at or prior to 5:00 p.m., Evansville, Indiana time, on __________, 2001,
unless extended by the Company (the "Expiration Date"). Such form must be
delivered by hand or sent by facsimile transmission or mail or overnight
delivery to the Company, and must be received by the Company on or prior to the
Expiration Date. See the discussion set forth under "The Rights
Offering--Guaranteed Delivery Procedures" in the Prospectus.
Even if the Shareholders Rights Agreement evidencing the Rights is
being delivered pursuant to the procedure for guaranteed delivery thereof,
payment of the Subscription Price of $____ per share for each share of common
stock (the "Common Stock") of the Company subscribed for upon exercise of such
Rights must be received by the Company in the manner specified in the Prospectus
at or prior to the Expiration Date. See the discussion set forth under "The
Rights Offering--Guaranteed Delivery Procedures" in the Prospectus. All
undefined capitalized terms used herein have the definitions ascribed to them in
the Prospectus.
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 this instrument 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 address and telephone numbers of the Company,
for inquiries, information or requests for additional documentation are as
follows: Deb Fritz, Assistant Vice President, Shareholder Relations, Fidelity
Federal Bancorp, 18 NW Fourth Street, PO Box 1347, Evansville, Indiana
47706-1347, Telephone: (812) 429-0550 (extension 2226) or (800) 280-8280
(extension 2226).
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Ladies and Gentlemen:
The undersigned hereby represents that he or she is the holder of
Shareholders Rights Agreement(s) representing ___________ Rights and that such
Shareholders Rights Agreement(s) cannot be delivered to the Company at or before
the Expiration Date. Upon the terms and subject to the conditions set forth in
the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby
elects to exercise: (i) the Basic Subscription Privilege to subscribe for one
share of Common Stock per Right with respect to _______ of the Rights
represented by such Shareholders Rights Agreement, and (ii) the
Over-Subscription Privilege to subscribe, to the extent that shares ("Excess
Shares") are not subscribed for pursuant to exercises under the Basic
Subscription Privilege, for an aggregate of up to _______ Excess Shares.
The undersigned understands that payment of the Subscription Price of
$___ per share for each share of the Common Stock subscribed for pursuant to the
Basic Subscription Privilege and the Over-Subscription Privilege must be
received by the Company at or before the Expiration Date and represents that
such payment, in the aggregate amount of $_________, either (check appropriate
box):
[ ] is being delivered to the Company herewith; or
[ ] has been delivered separately to the Company; and is or was delivered in the
manner set forth below (check appropriate box and complete information relating
thereto):
[ ] wire transfer of funds
. name of transferor institution________________________________
. date of transfer______________________________________________
. confirmation number (if available)____________________________
[ ] uncertified check (Payment by uncertified check will not be deemed
to have been received by the Company until such check has cleared. Holders
paying by such means are urged to make payment sufficiently in advance of the
Expiration Date to ensure that such payment clears by such date).
[ ] certified check
[ ] bank draft (cashier's check)
[ ] money order
. name of maker_________________________________________________ . date
of check, draft or money order number____________________ . bank on
which check is drawn or issuer of money order_________________________
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Signature(s)____________________________________________________________________
Name(s)_________________________________________________________________________
________________________________________________________________________________
(Please type or Print)
Area Code and Tel. No(s)._______________________________________________________
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR
SHAREHOLDERS RIGHTS AGREEMENT SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange or
member of the National Association of Securities Dealers, Inc., commercial bank
or trust company having an office or correspondent in the United States, or
another "Eligible Guarantor Institution" as defined in Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, hereby guarantees that within three
Nasdaq National Market trading days after the date hereof, the undersigned will
deliver to the Company the Shareholders Rights Agreements representing the
Rights being exercised hereby, with any required signature guarantees and any
other required documents.
Name of Firm:___________________________________________________________________
Address:
________________________________________________________________________________
Zip Code:_______________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Authorized Signature:___________________________________________________________
Title:__________________________________________________________________________
Name:___________________________________________________________________________
(Please Type or Print)
The institution which completes this form must communicate the guarantee to the
Company and must deliver the Shareholders Rights Agreements to the Company
within the time period shown herein. Failure to do so could result in a
financial loss to such institution.
DO NOT SEND SHAREHOLDERS RIGHTS AGREEMENTS WITH THIS FORM.
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