Exhibit 99.1(b)
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INSTRUCTIONS FOR USE OF FIDELITY FEDERAL BANCORP
SHAREHOLDER 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 _____________, 2002 (the "Prospectus"). Holders of record of shares of the
Common Stock at the close of business on June 4, 2002 (the "Record Date") are
receiving one (1) subscription right, rounded down to the nearest whole number
(collectively, the "Rights"), for every ____ shares 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 in the Prospectus,
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").
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., Central time, on
_________________, 2002 (the "Expiration Date").
You should calculate the number of Rights to which you are entitled in
the manner set forth on the face of your Shareholder Rights Agreement. You
should indicate your elections with regard to the exercise of your Rights by
completing the appropriate form or forms on your Shareholder Rights Agreement
and returning it to the Company in the envelope provided. Your Shareholder
Rights Agreement must be received by the Company, including final clearance of
any checks on or before 5:00 p.m., Central time, on _____________, 2002. You may
not revoke any exercise of your Rights.
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1. Subscription Privilege.
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To exercise Rights, complete the Shareholder Rights Agreement and
deliver your properly completed and executed Shareholder 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.
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 the Federal Home Loan Bank of Indianapolis, ABA No. 074001019;
Further Credit United Fidelity Bank, fsb, Account No. 8166-9994; further credit
Account No. 0-01-45004609 (marked: Fidelity Federal Bancorp - Rights Offering).
The Subscription Price will be deemed to have been received by the Company 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.
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 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) 424 - 0921
Facsimile: (812) 421 - 2931
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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.
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 ______________, 2002 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.
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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.
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(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.
(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 Shareholder
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 Shareholder Rights Agreement is registered in the
names of two or more joint owners, all of such owners must sign. Persons who
sign the Shareholder 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
Shareholder Rights Agreement is executed by a person other than the holder named
on the face of the Shareholder Rights Agreement, proper evidence of authority of
the person executing the Shareholder Rights 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 Shareholder Rights Agreement.
5. Method of Delivery.
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The method of delivery of Shareholder 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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