EXHIBIT 99(c)
[FFOH Letterhead]
____________ __, 1996
To: Participants in the 401(k) Retirement Plan and
Employee Stock Ownership Plan
of Fidelity Financial of Ohio, Inc.
As described in the enclosed materials, your proxy as a shareholder of
Fidelity Financial of Ohio, Inc. ("FFOH") is being solicited in connection with
an upcoming Special Meeting of Shareholders of FFOH, at which shareholders of
FFOH will consider and vote upon a proposal to adopt an Amended and Restated
Agreement of Merger, dated as of June 13, 1996 (the "Agreement"), by and between
FFOH, Fidelity Acquisition Corporation ("FAC"), a wholly owned subsidiary of
FFOH, and Circle Financial Corporation ("CFC"), pursuant to which, among other
things, CFC will be merged with and into FAC (the "Merger"). If the Merger is
approved and consummated, 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) will be converted into the right to
receive, subject to certain 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. In addition, your proxy as a shareholder of FFOH is also
being solicited in connection with a 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. I hope you will take advantage
of the opportunity to direct, on a confidential basis, the manner in which
shares of FFOH common stock allocated to your accounts under FFOH's 401(k)
Retirement Plan and Employee Stock Ownership Plan (together the "Plans") will be
voted.
Enclosed with this letter is a Prospectus/Joint Proxy Statement, which
describes the matter to be voted upon, a voting instruction ballot for each of
the Plans, which will permit you to vote the shares allocated to your accounts
under the Plans, and a stamped, pre-addressed return envelope. After you have
reviewed the Prospectus/Joint Proxy Statement, I urge you to vote your shares in
the Plans by marking, dating, signing and returning the enclosed voting
instruction ballots to _______________________. Your voting instructions
will remain completely confidential. Only ___________________, who will tabulate
the voting instructions, will have access to your ballots. ______________ will
certify the totals for the Employee Stock Ownership Plan and the 401(k)
Retirement Plan, respectively, to the members of the Board of Directors of FFOH,
who act as the trustees for such Plans, for the purpose of having those shares
voted. No other person associated with FFOH or Fidelity Federal Savings Bank
will see the individual voting instructions.
If your voting instructions are not received, the shares allocated to
your accounts will be voted in the same proportion as the shares under the
respective Plans have voted.
Your Board of Directors has determined the Merger to be in the best
interests of FFOH and its shareholders and has unanimously approved the
Agreement and the transactions contemplated thereby, including the Merger.
Similarly, your Board of Directors has determined the proposed amendment to
FFOH's Articles of Incorporation to be in the best interests of FFOH and its
shareholders and has unanimously approved the proposed amendment to FFOH's
Articles of Incorporation. The Board of Directors unanimously recommends that
shareholders vote FOR approval of the Agreement and the proposed amendment to
FFOH's Articles of Incorporation.
On behalf of the Board, I thank you for your attention to this
important matter.
Sincerely,
John R. Reusing
President and Chief Executive Officer
EXHIBIT 99(c)
(cont.)
FIDELITY FINANCIAL OF OHIO, INC.
Special Meeting of Shareholders
______________ ___, 1996
The undersigned, as a holder of Common Stock of Fidelity Financial of
Ohio, Inc. ("FFOH") pursuant to FFOH's 401(k) Retirement Plan (the "Plan"),
hereby instructs the members of the Board of Directors of FFOH, as the Trustees
for the Plan, to vote as designated on the reverse of this card all of the
shares of Common Stock of FFOH which the undersigned holds pursuant to the Plan
at the Special Meeting of Shareholders to be held at __________________,
Cincinnati, Ohio, on ________ __, 1996 at __:__ _.m., Eastern Time, or any
adjournment thereof.
Shares of Common Stock of FFOH will be voted as specified. If you
return this ballot properly signed but do not otherwise specify, shares held by
you pursuant to the Plan 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 you do not return this ballot, shares held by you pursuant to
the Plan will be voted in the same proportion as the shares under the Plan have
voted.
IMPORTANT: PLEASE DATE AND SIGN THIS BALLOT ON REVERSE SIDE.
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK
[ I plan to attend the meeting [ ] ]
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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[ ] [ ] [ ]
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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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[ ] [ ] [ ]
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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.
EXHIBIT 99(c)
(cont.)
FIDELITY FINANCIAL OF OHIO, INC.
Special Meeting of Shareholders
______________ ___, 1996
The undersigned, as a holder of Common Stock of Fidelity Financial of
Ohio, Inc. ("FFOH") pursuant to FFOH's Employee Stock Ownership Plan (the
"ESOP"), hereby instructs the members of the Board of Directors of FFOH, as the
Trustees for the ESOP, to vote as designated on the reverse of this card all of
the shares of Common Stock of FFOH which the undersigned holds pursuant to the
ESOP at the Special Meeting of Shareholders to be held at __________________,
Cincinnati, Ohio, on ________ __, 1996 at __:__ _.m., Eastern Time, or any
adjournment thereof.
Shares of Common Stock of FFOH will be voted as specified. If you
return this ballot properly signed but do not otherwise specify, shares held by
you pursuant to the ESOP 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 you do not return this ballot, shares held by you pursuant to
the ESOP will be voted in the same proportion as the shares under the ESOP have
voted.
IMPORTANT: PLEASE DATE AND SIGN THIS BALLOT ON REVERSE SIDE.
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK
[ I plan to attend the meeting [ ] ]
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
------------ -------------- -------------
[ ] [ ] [ ]
------------ -------------- -------------
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
------------ --------------- -------------
[ ] [ ] [ ]
----------- -------------- -------------
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.