EXHIBIT 99.3
FORM OF PROXY FOR USE BY THE SHAREHOLDERS OF
THE FIDELITY DEPOSIT AND DISCOUNT BANK
THE FIDELITY DEPOSIT AND DISCOUNT BANK
PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 2, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Samuel C. Cali, Herbert M.
McDonald and David L. Tressler, Sr., each or any of them, proxies of the
undersigned, with full power of substitution, to vote all of the shares of The
Fidelity Deposit and Discount Bank (the "Bank") that the undersigned may be
entitled to vote at the Annual Meeting of Shareholders of the bank to be held at
the Bank's main office at Blakely and Drinker Streets, Dunmore, Pennsylvania
18512 on Tuesday, May 2, 2000, at 3:00 p.m., Eastern Time, and at any
adjournment or postponement thereof as follows:
1. Proposal to approve and adopt the Plan of Reorganization and Plan of
Merger, dated December 21, 1999, providing for:
o The reorganization of the Bank as the wholly owned subsidiary of
Fidelity D & D Bancorp, Inc., a Pennsylvania corporation organized
by the Bank to become the Bank's holding company, through the
merger of the Fidelity Deposit and Discount Interim Bank, a
Pennsylvania chartered banking institution and subsidiary of
Fidelity D & D Bancorp, Inc., into the bank, and
o The exchange of each share of common stock of the Bank for 2 shares
of common stock of Fidelity D & D Bancorp, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
2. Proposal to fix the number of Class A directors to be elected at the
Annual Meeting at 4.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
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3. Proposal to elect 4 Class A directors to serve on the Bank's Board of
Directors for a 3-year term, as follows:
o Paul A. Barrett, Esquire
o John T. Cognetti
o John F. Glinsky, Jr.
o Michael J. McDonald, Esquire
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
above (except as marked to vote for ALL nominees
to the contrary below)* listed above
The Board of Directors recommends a vote FOR the election of these
nominees.
*Instruction: To withhold authority to vote for any individual nominee (or
nominees), write that nominee's name(s) on the space provided below:
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4. Proposal to ratify the selection of Parente Randolph, P.C., Certified
Public Accountants, of Wilkes-Barre, Pennsylvania, as the independent
auditors for the bank for the year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
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5. Proposal to adjourn the Annual Meeting of Shareholders to a later date
to permit further solicitation of proxies if there are not sufficient
votes at the time of the meeting to constitute a quorum or to approve
the Plan of Reorganization and Plan of Merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR this proposal.
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6. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the Annual Meeting of
Shareholders and any adjournment.
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This proxy, when properly signed, will be voted in the manner directed
herein by the undersigned shareholder(s). If no direction is made, this proxy
will be voted FOR proposals 1, 2, 3, 4 and 5 and FOR the election of the
above-named nominees.
Dated: , 2000
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Signature
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Signature
Number of Shares Held of Record on March 24, 2000:
o This proxy must be dated, signed by the shareholder(s) and returned
promptly to the Bank in the enclosed envelope.
o When signing as attorney, executor, administrator, trustee or guardian,
please give full title.
o If more than one trustee, all should sign.
o If stock is held jointly, each owner should sign.
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