EXHIBIT 99(a)
FIDELITY FINANCIAL OF OHIO, INC.
REVOCABLE PROXY
Special Meeting of Shareholders
______________ ___, 1996
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, as a holder of Common Stock of Fidelity Financial of
Ohio, Inc. ("FFOH"), hereby appoints the Board of Directors of FFOH, or any
successors thereto, as Proxies, with full powers of substitution, to represent
and to vote as designated on the reverse of this card all of the shares of
Common Stock of FFOH which the undersigned is entitled to vote at the Special
Meeting of Shareholders to be held at _____________________________, Cincinnati,
Ohio, on ________ __, 1996 at __:__ _.m., Eastern Time, or any adjournment
thereof.
This Proxy may be revoked at any time before it is exercised.
Shares of Common Stock of FFOH will be voted as specified. Unless
otherwise specified, this Proxy will be voted FOR the proposal to adopt an
Amended and Restated Agreement of Merger, dated as of June 13, 1996, by and
among FFOH, Fidelity Acquisition Corporation ("FAC"), a wholly owned subsidiary
of FFOH, and Circle Financial Corporation, and FOR the proposal to amend FFOH's
Articles of Incorporation. If any other matter is properly presented at the
Special Meeting of Shareholders, the Proxy will be voted in accordance with the
judgment of the persons appointed as Proxies.
IMPORTANT: PLEASE DATE AND SIGN THE PROXY ON REVERSE SIDE.
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK
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I plan to attend the meeting [ ]
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1. Proposal to adopt an Amended and Restated Agreement of Merger, dated as
of June 13, 1996 (the "Agreement"), by and among FFOH, FAC and Circle
Financial Corporation ("CFC"), which provides, among other things, for
(i) the merger of CFC with and into FAC (the "Merger") and (ii) the
conversion of each share of common stock of CFC outstanding immediately
prior to the Merger (other than any dissenting shares under Ohio law
and any shares held by either FFOH or CFC) into the right to receive,
subject to certain further terms, conditions, limitations and
procedures set forth in the Agreement, either $38.00 in cash or a
number of shares of FFOH common stock which will be determined by
applying a formula, set forth in the Agreement, which is based on the
average market price of the FFOH common stock over a 20 trading day
period ending on the date FFOH and CFC receive all requisite regulatory
approvals and satisfy all applicable waiting periods related to the
Merger.
FOR AGAINST ABSTAIN
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The Board of Directors of FFOH recommends a vote FOR approval of the
Agreement. Such votes are hereby solicited by the Board of Directors.
2. Proposal to adopt an amendment to FFOH's Articles of Incorporation to
increase the number of authorized shares of FFOH Common Stock from
7,000,000 to 15,000,000 and the number of authorized shares of FFOH
Preferred Stock from 500,000 to 5,000,000.
FOR AGAINST ABSTAIN
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The Board of Directors of FFOH recommends a vote FOR the proposal to
amend FFOH's Articles of Incorporation.
Dated: _________________________________, 1996
Signature _____________________________________
Signature _____________________________________
(print name)
Important: Please sign your name exactly as it appears hereon. When shares are
held as joint tenants, either may sign. When signing as an attorney, executor,
administrator, trustee or guardian, add such title to your signature.
Note: If you receive more than one proxy card, please date and
sign each card and return all proxy cards in the enclosed
envelope.