SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FIDELITY FEDERAL BANCORP
(Name of Issuer)
FIDELITY FEDERAL BANCORP
(Name of Person(s) Filing Statement)
1994 and 1995 WARRANTS
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
DONALD R. NEEL
FIDELITY FEDERAL BANCORP
700 SOUTH GREEN RIVER ROAD, SUITE 2000
EVANSVILLE, INDIANA 47715
(812) 469-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
with a copy to
JOHN W. TANSELLE, ESQ.
KRIEG DEVAULT ALEXANDER & CAPEHART
2800 ONE INDIANA SQUARE
INDIANAPOLIS, INDIANA 46204-2017
(317) 636-4341
September 22, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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Calculation of Filing Fee
- -----------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee
$5,896,303 $1,180
=============================================================================
* An offer is made to holders of 1,308 1994 Warrants to temporarily reduce the
exercise price of such Warrants to $3.70 per share and to holders of 1,328
1995 Warrants to temporarily reduce the exercise price of such Warrants to
$4.04 per share. The transaction value is calculated pursuant to Rule
0-11(b)(2) and 0-11(a)(4) using the average of the high and low sales prices
of the Issuer's Common Stock underlying the Warrants on September 18, 1997.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
The fee is offset in its entirety under Rule 0-11(a)(2) by registration fees
of $1,074.28 and $879.24, respectively, paid by the issuer in connection with
the filing of its Registration Statements on Form S-3, Reg. No. 33-87068
(filed December 5, 1994) and its Registration Statement on Form S-3, Reg. No.
33-72062 (filed November 23, 1993).
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ITEM 1. SECURITY AND ISSUER.
(a) The issuer is Fidelity Federal Bancorp ("Company") and the address of its
principal executive office is 700 South Green River Road, Suite 2000,
Evansville, Indiana 47715.
(b) The information set forth under "INTRODUCTION", "THE OFFER--GENERAL
TERMS", and "THE OFFER--TRANSACTIONS AND AGREEMENTS CONCERNING WARRANTS"
of the Offer to Holders of its 1994 and 1995 Warrants, a copy of which is
attached hereto as Exhibit 99(a) (the "Offer to Exercise"), is
incorporated herein by reference.
(c) The Common Stock of the Company is listed on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") National Market
system under the symbol "FEED." THE EXISTING WARRANTS ARE NOT LISTED FOR
TRADING AND NO MARKET EXISTS FOR SAID WARRANTS.
(d) This issuer tender offer statement is being filed by the Company as
issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Due to the fact this transaction is an offer to Holders to exercise their
Existing Warrants, there is no source and total amount of funds or other
consideration applicable to the Company. The Company will use existing
working capital to pay expenses associated with this transaction.
(b) No part of the expenses related to this offer is expected to be borrowed,
directly or indirectly, for purposes of the Exercise Offer.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information set forth in "THE OFFER--BACKGROUND AND PURPOSE OF THE OFFER"
of the Offer to Exercise is incorporated herein by reference.
ITEM 4: INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "THE OFFER--BACKGROUND AND PURPOSE OF THE OFFER"
and "THE OFFER--TRANSACTIONS AND AGREEMENTS CONCERNING THE WARRANTS" of the
Offer to Exercise is incorporated herein by reference.
ITEM 5: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
There is no contract, arrangement, understanding or relationship relating,
directly or indirectly, to the Exercise Offer between the Company (including
its executive
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officers and directors) and any person with respect to any securities of the
Company, except as set forth under Item 4 above.
ITEM 6: PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The transaction described herein will be conducted by the Company through its
executive officers, and no other person has been retained to make
solicitations or recommendations in connection with this transaction.
ITEM 7: FINANCIAL INFORMATION.
The information set forth in "THE OFFER--FINANCIAL INFORMATION CONCERNING THE
COMPANY" of the Offer to Exercise, including the information incorporated by
reference therein, is incorporated herein by reference.
ITEM 8: ADDITIONAL INFORMATION.
(a) The information set forth in "THE OFFER--MISCELLANEOUS" of the Offer to
Exercise is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Reference is hereby made to the Offer to Exercise and the related letter
of transmittal, copies of which are attached hereto as Exhibits 99(a) and
99(b), respectively, and incorporated in their entirety herein by
reference.
ITEM 9: MATERIAL TO BE FILED AS EXHIBITS.
The following material is filed as Exhibits:
99(a) Form of Offer to Exercise dated September 19, 1997.
99(b) Form of letter of transmittal.
99(c) Form of letter to brokers, dealers, commercial banks, trust companies
and other nominees dated September 19, 1997.
99(d) Form of letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated September 19, 1997.
99(e) Form of Notice of Guarantied Delivery.
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99(f) The Company's audited financial statements for the years ended June 30,
1997 and June 30, 1996 (Pages 26-53 of the Company's 1997 Annual Report
to Shareholders), incorporated herein by reference from the Company's
Annual Report on Form 10-K as filed with the Commission on September 19,
1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
September 22, 1997 FIDELITY FEDERAL BANCORP
(Date)
By: /s/ M. Brian Davis
-----------------------------------
M. Brian Davis, President and Chief
Executive Officer
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EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99(a) Form of Offer to Exercise dated September 19, 1997.
99(b) Form of letter of transmittal.
99(c) Form of letter to brokers, dealers, commercial banks,
trust companies and other nominees dated
September 19, 1997.
99(d) Form of letter to clients for use by brokers, dealers,
commercial banks, trust companies and other nominees
dated September 19, 1997.
99(e) Form of Notice of Guarantied Delivery.
99(f) The Company's audited financial statements for the years
ended June 30, 1997 and June 30, 1996 (Pages 26-53 of
the Company's 1997 Annual Report to Shareholders),
incorporated herein by reference from the Company's
Annual Report on Form 10-K as filed with the Commission
on September 19, 1997.
FIDELITY FEDERAL BANCORP
OFFER TO HOLDERS OF ITS
1994 AND 1995 WARRANTS
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., CENTRAL STANDARD TIME,
ON OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED.
The Board of Directors of Fidelity Federal Bancorp, an Indiana
corporation (the "Company"), has decreased the exercise price for all
outstanding Warrants issued in connection with the Company's 9.125% Junior
Subordinated Notes due April 30, 2001 ("1994 Warrants") and all outstanding
Warrants issued in connection with the Company's 9.25% Junior Subordinated
Notes due January 31, 2002 ("1995 Warrants") (collectively, the "Warrants")
for a limited period of time. The 1994 Warrants currently have an exercise
price of $6.22, and the 1995 Warrants currently have an exercise price of
$8.93. The Board of Directors of the Company has decreased the exercise
price, upon the terms and subject to the conditions set forth herein and in
the related Letter of Transmittal (which together constitute the "Offer"), to
$3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS. The Company will
accept for exercise all Warrants validly tendered and not withdrawn, upon the
terms and subject to the conditions of the Offer. Holders of Warrants must
complete the section of the Letter of Transmittal relating to the number of
1994 and/or 1995 Warrants they are tendering in order to validly tender
Warrants.
_________________________
The Company will pay to the holder of any Warrant exercised pursuant to
the Offer any dividend which has a record date during the period of the Offer
on shares of the Common Stock of the Company purchased upon exercise of such
Warrant. As such, if the Company establishes a record date for the payment of
dividends during the term of the Offer, upon exercise of the Warrant the
holder will be entitled to any dividend which would have been paid on shares
acquired upon the exercise of the Warrant had they been outstanding on such
record date.
_________________________
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING
TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 5.
_________________________
IMPORTANT
Any Holder of a Warrant desiring to exercise all or any portion of his or
her Warrants should either (i) complete and sign the Letter of Transmittal or
a photocopy thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it, certificates for the Warrants and any other
required documents to the Company along with the Letter of Transmittal; or
(ii) request his or her broker, dealer, commercial bank, trust company or
nominee to effect the transaction for him or her. A Holder of a Warrant
registered in the name of a broker, dealer, commercial bank, trust company or
nominee must contact such broker, dealer, commercial bank, trust company or
nominee if he or she desires to exercise such Warrants. Any Holder of a
Warrant who desires to tender a Warrant and whose certificates for such
Warrants are not immediately available should tender such Warrants by
following the procedures for guaranteed delivery set forth in Section 2
hereof.
_________________________
NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES
ANY RECOMMENDATION TO ANY HOLDER OF A WARRANT AS TO WHETHER TO EXERCISE ALL OR
ANY WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS OR HER OWN DECISION AS
TO WHETHER TO EXERCISE WARRANTS AND, IF SO, HOW MANY WARRANTS TO EXERCISE.
_________________________
The Common Stock of the Company is listed on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") National Market
system under the symbol "FFED." THE EXISTING WARRANTS ARE NOT LISTED FOR
TRADING AND NO MARKET EXISTS FOR SAID WARRANTS.
_________________________
QUESTIONS OR REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS
OFFER, THE LETTER OF TRANSMITTAL OR OTHER MATERIALS MAY BE DIRECTED TO THE M.
BRIAN DAVIS, PRESIDENT, OR DONALD R. NEEL, EXECUTIVE VICE PRESIDENT, AT
FIDELITY FEDERAL BANCORP, 700 SOUTH GREEN RIVER ROAD, SUITE 2000, EVANSVILLE,
INDIANA 47715, TELEPHONE NUMBER (812) 469-2100.
_________________________
September 19, 1997
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NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER HOLDERS SHOULD EXERCISE WARRANTS PURSUANT TO THE OFFER.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
TABLE OF CONTENTS
SECTION PAGE
- ------- ----
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . i
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . 1
THE OFFER . . . . . . . . . . . . . . . . . . . . . . . 1
1. General Terms . . . . . . . . . . . . . . . . . . 1
2. Procedure for Tendering Warrants. . . . . . . . . 3
3. Withdrawal Rights . . . . . . . . . . . . . . . . 5
4. Acceptance for Exercise of Warrants and
Issuance of Shares . . . . . . . . . . . . . . . . 5
5. Certain Conditions of the Offer . . . . . . . . . 6
6. Background and Purpose of the Offer . . . . . . . 7
7. Source and Amount of Funds. . . . . . . . . . . . 8
8. Transactions and Agreements Concerning Warrants . 9
9. Financial Information Concerning the Company. . . 10
10. Extension of Tender Period; Termination;
Amendments. . . . . . . . . . . . . . . . . . . . 11
11. Fees and Expenses . . . . . . . . . . . . . . . . 11
12. Miscellaneous . . . . . . . . . . . . . . . . . . 11
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SUMMARY
This general summary is provided solely for the convenience of Holders of
Warrants and is qualified in its entirety by reference to the full text of and
the more specific details contained in this Offer and the related Letter of
Transmittal and any amendments hereto and thereto. Capitalized terms used in
this summary without definition shall have the meaning ascribed to such terms
in this Offer.
The Company. . . . Fidelity Federal Bancorp, an Indiana corporation, with
principal executive offices at 700 South Green River Road,
Suite 2000, Evansville, Indiana 47715.
The Warrants . . . Warrants ("1994 Warrants") issued in connection with the
Company's 9.125% Junior Subordinated Notes due April 30,
2001 ("1994 Notes") and Warrants ("1995 Warrants") issued
in connection with the Company's 9.25% Junior Subordinated
Notes due January 31, 2002 ("1995 Notes") (collectively,
the "Warrants"). The Company will accept for exercise
Warrants validly tendered pursuant to the Offer.
Exercise Price . . The Purchase Price of the Shares will be $3.70 FOR THE
1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS. Each
Holder desiring to exercise a Warrant must specify in the
Letter of Transmittal the number of Warrants being
exercised to have his or her tender accepted by the
Company.
Expiration Date
of Offer . . . . October 31, 1997, at 5:00 p.m., Central Standard Time,
unless extended by the Company.
How to Tender
Warrants . . . . See Section 2. For further information, call Donald R.
Neel, the Executive Vice President of the Company, at
(812) 469-2100.
Payment Upon
Exercise. . . . . The exercise price of the Warrant is payable only by check
or immediately available funds and must accompany the
Letter of Transmittal. Payment may not be made by
surrender of the 1994 or 1995 Notes.
Withdrawal Rights. Tendered Warrants may be withdrawn at any time until the
Expiration Date of the Offer. See Section 3.
Purpose of Offer . The exercise of the Warrants will assist the Company in
raising capital by providing Holders with an incentive to
exercise their Warrants. The Company anticipates that it
will contribute a substantial portion of the proceeds
resulting from the exercise of the Warrants to its
wholly-owned subsidiary, United Fidelity Bank, fsb
("Bank"), and retain the remaining portion of the proceeds
for general
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corporate purposes. The Bank will use these
funds for increasing its regulatory capital position and
general corporate purposes.
Market Price of
Warrants . . . . The Common Stock of the Company is listed on the National
Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market system under the symbol
"FFED." THE EXISTING WARRANTS ARE NOT LISTED FOR TRADING
AND NO MARKET EXISTS FOR SAID WARRANTS.
Restrictions on
Transferability . Pursuant to the terms of the Offer, shares of the common
stock of the Company acquired upon exercise of the
Warrants pursuant to the Offer cannot be resold for a
period of 2 years from the exercise of the Warrant, except
as provided in the Offer.
Dividends. . . . . The Company will pay to the holder of any Warrant
exercised pursuant to the Offer any dividend which has a
record date during the period of the Offer on shares of
the Common Stock of the Company purchased upon exercise of
such Warrant. For example, if the Company establishes a
record date for the payment of dividends during the term
of the Offer, upon exercise of the Warrant the holder will
be entitled to any dividend which would have been paid on
shares acquired upon the exercise of the Warrant had they
been outstanding on such record date.
Further
Information . . . Any questions, requests for assistance or requests for
additional copies of this Offer, the Letter of Transmittal
or other materials may be directed to Donald R. Neel,
Executive Vice President, Fidelity Federal Bancorp, 700
South Green River Road, Suite 2000, Evansville, Indiana
47715, telephone number (812) 469-2100.
ii
<PAGE>
INTRODUCTION
The Board of Directors of Fidelity Federal Bancorp has decreased the exercise
price for all outstanding 1994 Warrants and 1995 Warrants for a limited period
of time, upon the terms and subject to the conditions set forth herein and in
the related Letter of Transmittal (which together constitute the "Offer"). The
1994 Warrants currently have an exercise price of $6.22, and the 1995 Warrants
currently have an exercise price of $8.93. The Board of Directors of the
Company has decreased the exercise price, subject to the conditions set forth
below, to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS.
This Offer will commence as of September 19, 1997 and terminate at 5:00 p.m.
Central Standard Time, on October 31, 1997. ON THE EXPIRATION DATE OF THE
EXERCISE OFFER, THE EXERCISE PRICE OF THE WARRANTS NOT EXERCISED WILL BE
RESTORED TO THEIR RESPECTIVE STATED AMOUNTS, $6.22 AND $8.93, AND THE OFFER
WILL NO LONGER BE AVAILABLE TO BE ACCEPTED.
Each 1994 Warrant represents the right to purchase 277 shares of common stock,
and each 1995 Warrant represents the right to purchase 231 shares of common
stock. As of the date hereof, the Company has the following 1994 and 1995
Warrants outstanding (collectively, the "Existing Warrants"):
----------------------------------------------
Number of Number of Expiration
Class Warrants Holders Date
----------------------------------------------
1994 1,308 27 4/30/04
----------------------------------------------
1995 1,328 46 1/31/05
----------------------------------------------
THE OFFER
1. GENERAL TERMS
Subject to the terms and conditions of the Offer, the Company is seeking the
exercise of all outstanding 1994 and 1995 Warrants pursuant to the Offer by
amending the terms of outstanding 1994 and 1995 Warrants during the period of
the Offer as follows. The Company is offering the holders of the outstanding
1994 Warrants ("1994 Holders") the option to exercise all outstanding 1994
Warrants at a reduced exercise price of $3.70 PER SHARE and the holders of the
outstanding 1995 Warrants ("1995 Holders") the option to exercise all
outstanding 1995 Warrants at a reduced exercise price of $4.04 PER SHARE.
PERIOD OF OFFER
- ---------------
The Offer will only be open for a period beginning on September 19, 1997 and
ending at 5:00 p.m., Central Standard Time, on October 31, 1997 (the
"Expiration Date"). The Company expressly
1
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reserves the right, in its sole discretion, at any time or from time to time,
to extend the period of time during which the Offer is open by giving oral or
written notice of such extension to Holders of the Warrants who have not
tendered any Warrants. There can be no assurance, however, that the Company
will exercise its right to extend the Offer. During any such extension, all
Warrants previously tendered will be deemed exercised as of the original
Expiration Date. See Section 10.
PARTIAL EXERCISE PERMITTED
- --------------------------
Partial exercise of a Holder's Warrants according to these terms will be
permitted. ANY WARRANTS NOT EXERCISED DURING THE PERIOD OF THE OFFER SHALL BE
EXERCISABLE IN ACCORDANCE WITH THE ORIGINAL TERMS OF SUCH WARRANTS.
RESTRICTIONS ON TRANSFERABILITY
- -------------------------------
Shares of the common stock of the Company acquired upon exercise of the
Warrants pursuant to the Offer will be subject to restrictions upon resale.
Except as set forth below, such shares cannot be resold for a period of 2
years from the exercise of the Warrant. This prohibition shall not apply
after a "change in control" of the Company, or to transfers as a result of
death. However, the prohibition shall continue to apply to the transferee
with respect to transfers resulting from death for the balance of the 2 year
period. IF THE WARRANTS ARE NOT EXERCISED PURSUANT TO THE OFFER, THE ABOVE
RESTRICTION ON TRANSFERABILITY WILL NOT APPLY. THE EXISTING WARRANTS ARE NOT
LISTED FOR TRADING AND NO MARKET EXISTS FOR SAID WARRANTS.
Each Holder who exercises a Warrant pursuant to the Offer will be required to
acknowledge that there are restrictions upon the transfer of the shares
purchased. All shares purchased upon exercise of a Warrant pursuant to the
Offer will contain a restrictive legend which sets forth the limits on
transferability of such shares.
For purposes of the Offer, a "change in control" of the Company shall mean a
transaction of a nature that would be required to be reported pursuant to the
Change in Bank Control Act, as amended (12 U.S.C. 1817(j)) and the Savings and
Loan Holding Company Act (12 U.S.C. 1467a), and regulations issued thereunder
by the Office of Thrift Supervision, and any successor to such statutes and
regulations; provided, however, that no "change in control" shall be deemed to
have occurred for these purposes if such transaction is initiated or
consummated by (i) an individual who is a director or executive officer of the
Company as of September 12, 1997, or (ii) an affiliate of such individual
(including a company or entity controlled by such individual).
DIVIDEND RECORD DATES ESTABLISHED PRIOR TO EXERCISE
- ---------------------------------------------------
The Company will pay to the holder of any Warrant exercised pursuant to the
Offer any dividend which has a record date during the period of the Offer on
shares of the Common Stock of the Company purchased upon exercise of such
Warrant. For example, if the Company establishes a record date for the
payment of dividends during the term of the Offer, upon exercise of the
Warrant
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the holder will be entitled to any dividend which would have been paid on
shares acquired upon the exercise of the Warrant had they been outstanding on
such record date.
PAYMENT UPON EXERCISE
- ---------------------
The exercise price of the Warrants exercised pursuant to the Offer will be
payable only by check or immediately available funds and must accompany the
Letter of Transmittal. Payment may not be made by surrender of the 1994
Notes or 1995 Notes.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE
SECTION 5.
NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY
RECOMMENDATION TO ANY HOLDER OF A WARRANT AS TO WHETHER TO TENDER ALL OR ANY
WARRANTS. EACH HOLDER OF A WARRANT MUST MAKE HIS OR HER OWN DECISION AS TO
WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY WARRANTS TO TENDER.
Copies of this Offer and the Letter of Transmittal are being mailed to record
Holders of 1994 and 1995 Warrants and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on the
Company's warrant holder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Warrants.
2. PROCEDURE FOR TENDERING WARRANTS.
Proper Tender of Warrants. To tender Warrants validly pursuant to the Offer,
a properly completed and duly executed Letter of Transmittal or photocopy
thereof, together with any required signature guarantees and any other
documents required by the Letter of Transmittal, must be received by the
Company at its address set forth below and either (i) certificates for the
Warrants to be tendered must be received by the Company at such address prior
to the Expiration Date, or (ii) the tendering Holder of Warrants must comply
with the guaranteed delivery procedure described below.
IN ACCORDANCE WITH INSTRUCTION 4 OF THE LETTER OF TRANSMITTAL, IN ORDER TO
TENDER WARRANTS PURSUANT TO THE OFFER, A HOLDER OF WARRANTS MUST INDICATE IN
THE SECTION CAPTIONED "NUMBER OF WARRANTS TENDERED" ON THE LETTER OF
TRANSMITTAL THE NUMBER OF WARRANTS BEING TENDERED. FOR A TENDER OF WARRANTS
TO BE VALID, A NUMBER OF WARRANTS TENDERED MUST BE INDICATED.
Signature Guarantees. Except as otherwise provided below, all signatures on a
Letter of Transmittal must be guaranteed by a firm that is a member of a
registered national securities exchange or the National Association of
Securities Dealers, Inc., or by a commercial bank or trust company having
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an office or correspondent in the United States which is a participant in an
approved Signature Guarantee Medallion Program (each of the foregoing being
referred to as an "Eligible Institution"). Signatures on a Letter of
Transmittal need not be guaranteed if (a) the Letter of Transmittal is signed
by the registered holder of the Warrants tendered therewith and such holder
has not completed the box entitled "Special Delivery Instructions" or "Special
Issuance Instructions" in the Letter of Transmittal; or (b) such Warrants are
tendered for the account of an Eligible Institution. See Instructions 1 and 5
of the Letter of Transmittal.
Guaranteed Delivery. If a Holder desires to tender Warrants pursuant to the
Offer and cannot deliver certificates for such Warrants and all other required
documents to the Company on or prior to the Expiration Date, such Warrants may
nevertheless be tendered if all of the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Company (with any required
signature guarantees) is received by the Company as provided below
on or prior to the Expiration Date; and
(iii) the certificates for such Warrants, together with a properly
completed and duly executed Letter of Transmittal (or photocopy
thereof) and any other documents required by the Letter of
Transmittal, are received by the Company no later than 5:00 p.m.,
Central Standard Time on the third New York Stock Exchange trading
day after the date of execution of the Notice of Guaranteed
Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or mail to the
Company and must include a guarantee by an Eligible Institution in the form
set forth in such Notice.
The method of delivery of Warrants and all other required documents is at the
option and risk of the tendering Holder. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. In all
cases, sufficient time should be allowed to assure timely delivery.
Determination of Validity. All questions as to the form of documents and the
validity, eligibility (including time of receipt) and acceptance for payment
of any tender of Warrants will be determined by the Company, in its sole
discretion, and its determination shall be final and binding. The Company
reserves the absolute right to reject any or all tenders of Warrants that it
determines are not in proper form or the acceptance for exercise that may, in
the opinion of the Company's counsel, be unlawful. The Company also reserves
the absolute right to waive any defect or irregularity in any tender of
Warrants. Neither the Company nor any other person will be under any duty to
give notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice.
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The tender of Warrants pursuant to the procedure described above will
constitute a binding agreement between the tendering Warrant Holder and the
Company upon the terms and subject to the conditions of the Offer.
3. WITHDRAWAL RIGHTS.
Tenders of Warrants made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable. If
the Company extends the period of time during which the Offer is open or is
delayed in accepting for exercise any Warrants pursuant to the Offer for any
reason, then, without prejudice to the Company's rights under the Offer, the
Company may retain all Warrants tendered, and such Warrants may not be
withdrawn except as otherwise provided in this Section 3, subject to
applicable law.
To be effective, a written notice of withdrawal must be timely received by the
Company at its main office. Any notice of withdrawal must specify the name of
the person who tendered the Warrants to be withdrawn and the number of
Warrants to be withdrawn. If the Warrants to be withdrawn have been delivered
to the Company, a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution (except in the case of Warrants tendered by an Eligible
Institution) must be submitted prior to the release of such Warrants. In
addition, such notice must specify the name of the registered holder (if
different from that of the tendering Warrant Holder) and the serial numbers
shown on the particular certificates evidencing the Warrants to be withdrawn.
Withdrawals may not be rescinded, and Warrants withdrawn will thereafter be
deemed not validly tendered for purposes of the Offer. However, withdrawn
Warrants may be retendered by again following one of the procedures described
in Section 2 at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Company, in its sole
discretion, which determination shall be final and binding. Neither the
Company nor any other person will be under any duty to give notification of
any defect or irregularity in any notice of withdrawal or incur any liability
for failure to give any such notification.
4. ACCEPTANCE FOR PAYMENT OF WARRANTS AND ISSUANCE OF SHARES.
Upon the terms and subject to the conditions of the Offer, on October 31, 1997
at 5:00 p.m., Central Standard Time, the Company will accept for exercise
Warrants validly tendered. Thereafter, shares of the common stock of the
Company to be issued upon exercise of such Warrants will be delivered as
promptly as practicable. In all cases, Warrants will only be accepted for
exercise pursuant to the Offer after timely receipt by the Company of
certificates for Warrants, a properly completed and duly executed Letter of
Transmittal or manually signed photocopy thereof, a check or immediately
available funds in the amount of the purchase price of the shares of Common
Stock of the Company being purchased, and any other required documents.
5
<PAGE>
For purposes of the Offer, the Company will be deemed to have accepted for
exercise Warrants that are validly tendered and not withdrawn, unless the
Company gives written notice to the Warrant Holder of its non-acceptance.
5. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provisions of the Offer, the Company will not be
required to accept for exercise any Warrants tendered, and may terminate or
amend the Offer or may postpone (subject to the requirements of the Securities
Exchange Act of 1934 ("Act") and any other applicable law) the acceptance for
exercise of, Warrants tendered if at any time before the exercise of any such
Warrants any of the following events shall have occurred (or shall have been
determined by the Company in its sole judgment to have occurred), regardless
of the circumstances giving rise thereto (including any action or omission to
act by the Company):
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or
tribunal or any other person, domestic or foreign, or any judgment,
order or injunction entered, enforced or deemed applicable by any
such authority, agency, tribunal or other person, that (i)
challenges the exercise of Warrants pursuant to the Offer or
otherwise in any manner relates to or affects the Offer; or (ii) in
the sole judgment of the Company, could materially and adversely
affect the business, condition (financial or other), income,
operations or prospects of the Company, or otherwise materially
impair in any way the contemplated future conduct of the business of
the Company or materially impair the contemplated benefits of the
Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, withdrawn or abrogated or any statute, rule,
regulation, judgment, order or injunction threatened, proposed,
sought, promulgated, enacted, entered, amended, enforced or deemed
to be applicable to the Offer, or to the Company, by any legislative
body, court, authority, agency or tribunal, domestic or foreign,
which, in the Company's sole judgment, would or might directly or
indirectly (i) make the acceptance for exercise of some or all of
the Warrants illegal or otherwise restrict or prohibit consummation
of the Offer; (ii) delay or restrict the ability of the Company, or
render the Company unable, to accept for exercise some or all of the
Warrants, as the case may be; (iii) materially impair the
contemplated benefits of the Offer to the Company; or (iv)
materially affect the business, condition (financial or other),
income, operations or prospects of the Company or otherwise
materially impair in any way the contemplated future conduct of the
business of the Company;
6
<PAGE>
(c) there shall have occurred (i) any change in the general political,
market, economic or financial condition in the United States or
abroad that could have a material adverse effect on the Company's
business, condition (financial or other), income, operations,
prospects or ability to obtain financing generally; (ii) the
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States or any limitation on, or any
event which, in the Company's sole judgment, might affect the
extension of credit by lending institutions in the United States;
(iii) the commencement of a war, armed hostilities or other
international or national crisis directly or indirectly involving
the United States; or (iv) in the case of any of the foregoing
existing at the time of the commencement of the Offer, in the
Company's sole judgment, a material acceleration or worsening
thereof;
(d) a tender or exchange offer with respect to some or all of any
securities of the Company (other than the Offer), or a merger,
acquisition or other business combination proposal for the Company,
shall have been proposed, announced or made by a person other than
the Company; or
(e) there shall have occurred any event or events that have resulted in,
or may in the sole judgment of the Company result in, an actual or
threatened change in the business, condition (financial or other),
income, operations, stock ownership or prospects of the Company, or
materially impair the contemplated benefits of the Offer to the
Company;
and, in the sole judgment of the Company, such event or events make it
undesirable or inadvisable to proceed with the Offer or with such acceptance
for payment or payment.
Any of the foregoing conditions may be waived by the Company, in whole or in
part, at any time and from time to time in its sole discretion. The failure
by the Company at any time to exercise any of the foregoing rights shall not
be deemed a waiver of any such right and each such right shall be deemed an
ongoing right which may be asserted at any time and from time to time. Any
determination by the Company concerning the events described above will be
final and binding on all parties.
6. BACKGROUND AND PURPOSE OF THE OFFER.
The purpose of the Offer is to assist the Company in raising capital by
providing Holders with an incentive to exercise their Warrants. The Company
anticipates that it will contribute a substantial portion of the proceeds
resulting from the exercise of the Warrants to its wholly-owned subsidiary,
United Fidelity Bank, fsb ("Bank"), and retain the remaining portion of the
proceeds for general corporate purposes. The Bank will use these funds for
increasing its regulatory capital position and general corporate purposes.
The Company desires to increase the capital of the Bank prior to September 30,
1997. After discussing various methods of raising additional capital, the
Board of Directors of the Company
7
<PAGE>
determined that it would be most advantageous to encourage Warrant Holders to
exercise outstanding 1994 and 1995 Warrants. Certain directors and executive
officers of the Company, namely Messrs. Davis, Cordingley, Schnakenburg,
Angermeier, Cunningham and Neel, have agreed to exercise substantially all of
their outstanding 1994 and 1995 Warrants on the terms and conditions set forth
in this Offer. The Company anticipates that these Warrants will be exercised
prior to September 30, 1997. In order to extend the same offer to all Holders
of Warrants, the Company also determined to make this Offer. The Offer is on
the same terms and conditions as that offered to the exercising Warrant
Holders who are directors or executive officers, except that the exercising
directors or executive officers will have no withdrawal rights. However, all
other conditions of the Offer apply to such individuals.
Except as described above with respect to the Offer, there are no present
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the issuer, or the disposition of
securities of the issuer; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the issuer including, but not limited to, any plans
or proposals to change the number or the term of directors, to fill any
existing vacancy on the board or to change any material term of the employment
contract of any executive officer; (e) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the issuer; (f)
any other material change in the issuer's corporate structure or business; (g)
changes in the issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the issuer by
any person; (h) causing a class of equity security of the issuer to be
delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national
securities association; (i) a class of equity security of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or (j) the suspension of the issuer's obligation to file reports pursuant
to Section 15(d) of the Act.
NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY
RECOMMENDATION TO ANY HOLDER OF WARRANTS AS TO WHETHER TO TENDER ALL OR ANY
WARRANTS. EACH HOLDER OF WARRANTS MUST MAKE HIS OR HER OWN DECISION AS TO
WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY WARRANTS TO TENDER.
7. SOURCE AND AMOUNT OF FUNDS.
Due to the fact this transaction is an offer to Holders to exercise their
Existing Warrants, there is no source and total amount of funds or other
consideration applicable to the Company. The Company will use existing
working capital to pay expenses associated with this transaction.
8
<PAGE>
8. TRANSACTIONS AND AGREEMENTS CONCERNING WARRANTS.
Based upon the Company's records and upon information provided to the Company
by its directors and executive officers, neither the Company nor, to the
Company's knowledge, any of its associates, directors, executive officers or
any associate of any such director or executive officer, has engaged in any
transactions involving the Warrants during the 40 business days preceding the
date hereof, except as set forth in Section 6. Neither the Company nor, to
the Company's knowledge, any of its directors or officers is a party to any
contract, arrangement, understanding or relationship relating directly or
indirectly to the Offer with any other person with respect to the Warrants.
Certain executive officers and directors of the Company are Holders of 1994
and 1995 Warrants. Following is a list of such holdings as of September 12,
1997. These figures do not reflect any exercises which the directors and
executive officers anticipate making prior to September 30, 1997 as discussed
in Section 6.
-----------------------------------------------------------------------
NAME 1994 WARRANTS (1) 1995 WARRANTS (1)
-----------------------------------------------------------------------
Cordingley Group (2) 660 432
-----------------------------------------------------------------------
Davis Group (3) 468 438
-----------------------------------------------------------------------
Barry Schnakenburg (4) -0- 290
-----------------------------------------------------------------------
Jack Cunningham (5) -0- 1
-----------------------------------------------------------------------
Curt J. Angermeier (6) -0- 20
-----------------------------------------------------------------------
Donald R. Neel 1 1
-----------------------------------------------------------------------
TOTAL 1,129 1,182
-----------------------------------------------------------------------
(1) The information contained in this column is based upon information
furnished to the Company by the individuals named above as of
September 12, 1997.
(2) Includes warrants owned by Mr. Cordingley, Denise K. Cordingley (the
spouse of Mr. Cordingley) and Pedcor Investments, A Limited
Liability Company (as to which Mr. Cordingley is a 47.6% owner and a
co-chief executive officer and President).
(3) Includes warrants owned by the mother and the children of Mr. Davis.
(4) Includes warrants owned by the wife and the children of Mr.
Schnakenburg, and by BOAH Associates.
(5) Represents 1 warrant owned by Mr. Cunningham's wife.
(6) Includes warrants which may be exercised by Mr. Angermeier and a
Family Trust of Mr. Angermeier.
9
<PAGE>
9. FINANCIAL INFORMATION CONCERNING THE COMPANY.
The tables below set forth summary historical consolidated financial
information of the Company. The historical financial information for fiscal
years 1997 and 1996 has been derived from and is qualified in its entirety by
reference to, and should be read in conjunction with, the audited financial
statements of the Company for the fiscal year ended June 30, 1997 and the
related notes thereto, the relevant pages of which are hereby incorporated
herein by reference. All per share data has been adjusted to reflect the 10%
stock dividend distributed May 27, 1996.
SUMMARY HISTORICAL FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
- -----------------------------------------------------------------------
PER SHARE 1997 1996
- -----------------------------------------------------------------------
Fully diluted net income $0.04 $1.17
- -----------------------------------------------------------------------
Primary net income 0.04 1.17
- -----------------------------------------------------------------------
Cash dividends declared 0.60 0.79
- -----------------------------------------------------------------------
Book value at year-end 5.20 5.73
- -----------------------------------------------------------------------
FOR THE YEAR
- -----------------------------------------------------------------------
Net interest income $6,451 $6,004
- -----------------------------------------------------------------------
Provision for loan losses 975 455
- -----------------------------------------------------------------------
Non-interest income 3,856 8,180
- -----------------------------------------------------------------------
Non-interest expense 9,474 8,607
- -----------------------------------------------------------------------
Net income 113 3,235
- -----------------------------------------------------------------------
AT YEAR-END
- -----------------------------------------------------------------------
Total assets $240,001 $262,216
- -----------------------------------------------------------------------
Total loans 204,964 217,221
- -----------------------------------------------------------------------
Total deposits 181,787 181,702
- -----------------------------------------------------------------------
Total stockholders' equity 12,936 14,295
- -----------------------------------------------------------------------
BANK CAPITAL RATIOS
- -----------------------------------------------------------------------
Tangible equity to assets at
end of period 6.93% 7.05%
- -----------------------------------------------------------------------
Risk-based capital ratios:
Tier 1 capital 7.64 9.30
- -----------------------------------------------------------------------
Total capital 10.74 12.35
- -----------------------------------------------------------------------
10
<PAGE>
10. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS.
The Company expressly reserves the right, in its sole discretion and at any
time or from time to time, to extend the period of time during which the Offer
is open by giving oral or written notice of such extension to the Holders of
the Warrants who have not tendered any Warrants. There can be no assurance,
however, that the Company will exercise its right to extend the Offer. During
any such extension, all Warrants previously tendered will be deemed exercised
as of the original Expiration Date. The Company also expressly reserves the
right, in its sole discretion, (i) to terminate the Offer and not accept for
exercise any Warrants not theretofore accepted for exercise or, subject to
provisions under applicable law, to postpone acceptance of the Warrants upon
the occurrence of any of the conditions specified in Section 5 hereof by
giving written notice of such termination to the Holders of the Warrants; and
(ii) at any time or from time to time, to amend the Offer in any respect.
Amendments to the Offer will be made by written notice thereof to the Holders
of the Warrants. Material changes to information previously provided to
Holders of the Warrants in this Offer or in documents furnished subsequent
thereto will be disseminated to Holders of Warrants.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will extend the Offer to the extent required under applicable law. The
minimum period during which an offer must remain open following material
changes in the terms of the Offer or information concerning the Offer (other
than a change in price, change in dealer's soliciting fee or change in
percentage of securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms or information. The
Securities and Exchange Commission (the "Commission") has stated its view that
an Offer should remain open for a minimum of five business days from the date
that notice of such a material change is first published, sent or given.
11. FEES AND EXPENSES.
Certain directors, officers, or employees of the Company may, from time to
time, contact Warrant Holders to provide them with information regarding the
Offer. Such directors, officers or employees will not make any recommendation
to any Warrant Holder as to whether to tender all or any Warrants and will not
solicit the tender of any Warrants. The Company will not compensate any
director, officer or employee for this service.
The Company will not pay any solicitation fees to any broker, dealer, bank,
trust company or other person for any Warrants tendered and/or exercised in
connection with the Offer. The Company will reimburse such persons for
customary handling and mailing expenses incurred in connection with the Offer.
12. MISCELLANEOUS.
Shares of Common Stock issuable upon exercise of 1994 Warrants have been
registered pursuant to a registration statement on Form S-3 (33-72062) filed
by the Company and declared effective by the Securities and Exchange
Commission (the "Commission") on March 23, 1994, and shares of
11
<PAGE>
Common Stock issuable upon exercise of 1995 Warrants have been registered
pursuant to a registration statement on Form S-3 (33-87068) filed by the
Company and declared effective by the Commission on December 19, 1994. Subject
to the two-year restriction on transfer pursuant to the terms of the Offer
discussed above, shares issued upon exercise of Warrants tendered pursuant to
the Offer are eligible for resale by Holders; provided, that such sales by an
"affiliate" of the Company, within the meaning of that term as used in Rule
144 under the Securities Act of 1933, as amended ("Securities Act"), must be
in accordance with the provisions of Rule 144 or otherwise exempt from the
registration provisions of the Securities Act.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices at 500 West
Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New
York, New York 10048. Copies of such materials may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a site
on the World Wide Web at http://www.sec.gov, which contains certain reports,
proxy and information statements and other information regarding registrants,
including the Company, that file documents electronically with the Commission.
The Company's Common Stock is traded on the NASDAQ National Market System
under the symbol "FFED" and certain reports, proxy statements and other
information concerning the Company also are available for inspection and
copying at prescribed rates at the office of the National Association of
Securities Dealers, Inc., 1735 K Street, Washington, D.C. 20006.
The Offer is being made to all holders of Warrants. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If the Company becomes
aware of any valid state statute prohibiting the making of the Offer, the
Company will make a good faith effort to comply with such statute. If, after
such good faith effort, the Company cannot comply with such statute, the Offer
will not be made to, nor will tenders be accepted from or on behalf of,
holders of Warrants in such state.
FIDELITY FEDERAL BANCORP
September 19, 1997
12
LETTER OF TRANSMITTAL
TO TENDER 1994 AND 1995 WARRANTS
OF
FIDELITY FEDERAL BANCORP
PURSUANT TO THE OFFER
DATED SEPTEMBER 19, 1997
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
5:00 P.M. CENTRAL STANDARD TIME, ON OCTOBER 31, 1997,
UNLESS THE OFFER IS EXTENDED.
TO: FIDELITY FEDERAL BANCORP
700 SOUTH GREEN RIVER ROAD, SUITE 2000
EVANSVILLE, INDIANA 47715
ATTN: DONALD R. NEEL, EXECUTIVE VICE PRESIDENT
Confirmation by telephone:
(812) 469-2100
DESCRIPTION OF WARRANTS TENDERED
(See Instructions 3 and 4)
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN TENDERED CERTIFICATES
EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S))
(ATTACH SIGNED ADDITIONAL LIST IF NECESSARY)
Number of
Certificate Number Warrants
Number(s) of Warrants Tendered*
----------- ----------- ---------
------------------------ ----------- ----------
------------------------ ----------- ----------
------------------------ ----------- ----------
Total Warrants Tendered:
* If you desire to tender fewer than all Warrants evidenced by any
certificates listed above, please indicate in this column the number of
Warrants you wish to tender. Otherwise, all Warrants evidenced by such
certificates will be deemed to have been tendered. See Instruction 4.
This Letter of Transmittal is to be used only if certificates for Warrants (as
defined below) are to be forwarded herewith.
<PAGE>
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL,
INCLUDING THE ACCOMPANYING INSTRUCTIONS, CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
Delivery of this instrument and all other documents to an address other
than as set forth above does not constitute a valid delivery.
Warrant Holders who cannot deliver the certificates for their Warrants to
the Company prior to the Expiration Date (as defined in the Offer) or who
cannot deliver a Letter of Transmittal and all other required documents to the
Company prior to the Expiration Date must, in each case, tender their Warrants
pursuant to the guaranteed delivery procedure set forth in Section 2 of the
Offer.
(BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
/ / Check here if tendered shares are being delivered pursuant to a
notice of guaranteed delivery previously sent to the Company and
complete the following:
Name(s) of Registered Holder(s):__________________________________
Date of Execution of Notice of Guaranteed Delivery:_______________
Name of Institution which Guaranteed Delivery:____________________
2
<PAGE>
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to Fidelity Federal Bancorp, an Indiana
corporation (the "Company"), the above described Warrants, pursuant to the
Company's Offer, dated September 19, 1997 (the "Offer"), receipt of which is
hereby acknowledged and in this Letter of Transmittal (which together
constitute the "Offer").
Each 1994 Warrant represents the right to purchase 277 shares of common
stock, and each 1995 Warrant represents the right to purchase 231 shares of
common stock. The Board of Directors of the Company has decreased the
exercise price, subject to the conditions set forth in the Offer, to $3.70 FOR
THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS during the term of the
Offer.
Subject to and effective upon acceptance for exercise of the Warrants
tendered hereby in accordance with the terms and subject to the conditions of
the Offer (including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), the undersigned hereby agrees to
subscribe for and purchase _____ shares of the Common Stock of the Company
covered by such 1994 Warrant Certificate, and tenders payment herewith in full
at the exercise price of $3.70 per share, and hereby agrees to subscribe for
and purchase _____ shares of the Common Stock of the Company covered by such
1995 Warrant Certificate, and tenders payment herewith in full at the exercise
price of $4.04 per share.
The undersigned hereby represents and warrants to the Company that:
(a) the undersigned has full power and authority to tender, subscribe
for and purchase _____ shares of the Common Stock of the Company covered
by such 1994 Warrant Certificate and purchase _____ shares of the Common
Stock of the Company covered by such 1995 Warrant Certificate;
(b) he or she has good, marketable and unencumbered title to them, free
and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating
to their exercise, sale or transfer, and not subject to any adverse
claim;
(c) on request, the undersigned will execute and deliver any additional
documents the Company deems necessary or desirable to complete the
exercise of the Warrants tendered hereby;
(d) the undersigned understands that Shares of the common stock of the
Company acquired upon exercise of the Warrants pursuant to the Offer
cannot be resold for a period of 2 years from the exercise of the
Warrant, except as provided in the Offer;
(e) the undersigned understands that tenders of Warrants pursuant to the
Offer and in the instructions hereto will constitute the undersigned's
acceptance of the terms and conditions of the Offer; and
3
<PAGE>
(f) the undersigned has read and agrees to all of the terms of the
Offer.
All authorities conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, executors, administrators, successors, assigns,
trustees in bankruptcy, and legal representatives of the undersigned. Except
as stated in the Offer, this tender is irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed
below, exactly as they appear on the certificates representing Warrants
tendered hereby. The certificate numbers, the number of Warrants represented
by such certificates, and the number of Warrants that the undersigned wishes
to tender, should be set forth in the appropriate boxes above.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the stock certificates for Shares of the Company's Common Stock
purchased hereby and/or return any Warrant Certificates not tendered in the
name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the stock certificates for Shares
of the Company's Common Stock purchased hereby and/or return any Warrant
Certificates not tendered (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the stock certificates for Shares of
the Company's Common Stock purchased hereby and/or return any Warrant
Certificates not tendered in the name(s) of, and mail said stock certificates
for Shares of the Company's Common Stock purchased hereby and/or return any
Warrant Certificates not tendered to, the person(s) at the address so
indicated.
THE UNDERSIGNED UNDERSTANDS THAT ACCEPTANCE OF WARRANTS BY THE COMPANY
FOR EXERCISE WILL CONSTITUTE A BINDING AGREEMENT BETWEEN THE UNDERSIGNED AND
THE COMPANY UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 4, 5, and 6)
To be completed ONLY if certificates for Shares of the Company's Common
Stock purchased hereby and/or any Warrant Certificates not tendered are to be
issued in the name of and sent to someone other than the undersigned.
Issue Stock Certificates or return Warrant Certificates to:
Name(s) (Please Print)
------------------------------------------------
Address (Zip Code)
------------------------------------------------
------------------------------------------------
4
<PAGE>
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5, and 6)
To be completed ONLY if certificates for Shares of the Common Stock of
the Company purchased or any Warrant Certificates not tendered are to be
mailed to someone other than the undersigned, or to the undersigned at an
address other than that shown below.
Mail Certificates to: Name(s)
------------------------------------------
(Please Print)
Address
------------------------------------------
------------------------------------------
(Zip Code)
5
<PAGE>
PLEASE SIGN HERE
(To be completed by all Warrant Holders)
Signature(s) of Owner(s): _____________________________________________
_______________________________________________________________________
Signature(s) of Owner(s)
Dated:__________________________________________________________, 1997.
Name(s):_______________________________________________________________
_______________________________________________________________________
(Please Print)
_______________________________________________________________________
Capacity (full title):_________________________________________________
Address:_______________________________________________________________
_______________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:________________________________________
_______________________________________________________________________
(Must be signed by the registered holder(s) exactly as name(s) appear(s)
on certificate(s) or on a security position or by person(s) authorized to
become registered holder(s) by certificate(s) and documents transmitted with
this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or another
person acting in a fiduciary or representative capacity, please set forth full
title and see Instruction 5.)
6
<PAGE>
GUARANTEE OF SIGNATURES(S)
(See Instructions 1 and 5)
Name of Firm:_________________________________________________________
Authorized Signature:_________________________________________________
Name:_________________________________________________________________
______________________________________________________________________
(Please Print)
______________________________________________________________________
Title:________________________________________________________________
Address:______________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_______________________________________
Dated:________________________________________________________ , 1997
7
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. GUARANTEE OF SIGNATURE. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
Warrants exactly as the name of the registered holder appears on the
certificate tendered with this Letter of Transmittal and such owner has
not completed the box entitled "Special Delivery Instructions" or
"Special Issuance Instructions"; or
(b) such Warrants are tendered for the account of a member firm of a
registered national securities exchange, a member of the National
Association of Securities Dealers, Inc. or a commercial bank or trust
company (not a savings bank or savings and loan association) having an
office, branch or agency in the United States which is a participant in
an approval Signature Guarantee Medallion Program (each such entity, an
"Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures
on this Letter of Transmittal. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES.
Procedures. This Letter of Transmittal is to be used only if
certificates for Warrants are delivered with it to the Company (or such
certificates will be delivered pursuant to a Notice of Guaranteed Delivery
previously sent to the Company). Certificates for all physically tendered
Warrants, together with a properly completed and duly executed Letter of
Transmittal or duly executed and manually signed photocopy of the Letter of
Transmittal, and any other documents required by this Letter of Transmittal,
should be mailed or delivered to the Company at the appropriate address set
forth on the front page of this Letter of Transmittal and must be delivered to
the Company on or before the Expiration Date (as defined in the Offer).
Warrant Holders whose certificates are not immediately available or who
cannot deliver certificates for their Warrants and all other required
documents to the Company before the Expiration Date, must tender their
Warrants by or through an Eligible Institution by properly completing and duly
executing and delivering a Notice of Guaranteed Delivery (or photocopy of it
(with any required signature guarantee)) and by otherwise complying with the
guaranteed delivery procedures set forth in Section 2 of the Offer. Pursuant
to such procedure, certificates for all physically tendered Warrants, as well
as a properly completed and duly executed Letter of Transmittal (or photocopy
of it) and all other documents required by this Letter of Transmittal, must be
received by the Company within three New York Stock Exchange trading days
after receipt by the Company of such Notice of Guaranteed Delivery, all as
provided in Section 2 of the Offer.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR
WARRANTS, IS AT THE OPTION AND RISK OF THE TENDERING WARRANT HOLDER. IF
DELIVERY IS BY MAIL, REGISTERED MAIL
8
<PAGE>
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders, except as expressly provided in the Offer. All tendering Warrant
Holders, by execution of this Letter of Transmittal (or a photocopy of it),
waive any right to receive any notice of the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Warrants Tendered" is inadequate, the certificate numbers
and/or the number of Warrants should be listed on a separate signed schedule
and attached to this Letter of Transmittal.
4. WARRANTS TENDERED. If fewer than all of the Warrants evidenced by any
certificate are to be tendered, fill in the number of Warrants that are to be
tendered in the column entitled "Number of Warrants Tendered," in the box
captioned "Description of Warrants Tendered." In such case, a new certificate
for the remainder of the Warrants evidenced by the old certificate(s) will be
issued and sent to the registered holder(s), unless otherwise specified in the
"Special Delivery Instructions" or "Special Issuance Instructions" box on
this Letter of Transmittal, as soon as practicable after the Expiration Date.
Unless otherwise indicated, all Warrants represented by the certificate(s)
listed and delivered to the Company will be deemed to have been tendered.
5. SIGNATURES ON LETTER OF TRANSMITTAL.
(a) If this Letter of Transmittal is signed by the registered holder(s)
of the Warrants tendered hereby, the signature(s) must correspond
exactly with name(s) as written on the face of the certificate(s)
without any change whatsoever.
(b) If the Warrants are held of record by two or more persons or
holders, all such persons or holders must sign this Letter of
Transmittal.
(c) If any tendered Warrants are registered in different names on
several certificates, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal (or photocopies of it) as there
are different registrations of certificates.
(d) When this Letter of Transmittal is signed by the registered
holder(s) of the Warrant listed and transmitted hereby, no
endorsement(s) of certificate(s) representing such Warrant or separate
stock power(s) are required unless the certificate(s) for Warrants not
tendered are to be issued to a person other than the registered
holder(s). SIGNATURE(S) ON SUCH CERTIFICATE(S) MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION. If this Letter of Transmittal is signed by a
person other than the registered holder(s) of the certificate(s) listed,
or if their certificate(s) for Warrants not tendered are to be issued to
a person other than the registered holder(s), the certificate(s) must be
endorsed or accompanied by appropriate stock power(s), in either case
signed exactly as the name(s) of the registered holder(s) appears on the
certificate(s), and the signature(s) on such
9
<PAGE>
certificate(s) or stock power(s) must be guaranteed by an Eligible
Institution. See Instruction 1.
(e) If this Letter of Transmittal or any certificate(s) or stock
power(s) are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, such persons should so indicate
when signing and must submit proper evidence satisfactory to the Company
of their authority so to act. If the certificate has been issued in the
fiduciary or representative capacity, no additional documentation will
be required.
6. SPECIAL DELIVERY AND SPECIAL ISSUANCE INSTRUCTIONS. If certificate(s)
for Warrants not tendered and/or certificates for shares purchased upon
exercise of a Warrant are to be issued in the name of a person other than the
signer of the Letter of Transmittal or if such certificates are to be sent to
someone other than the person signing the Letter of Transmittal or to the
signer at a different address, the boxes captioned "Special Issuance
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal should be completed as applicable and signatures must be
guaranteed as described in Instruction 1.
7. IRREGULARITIES. All questions as to the number of Warrants to be
accepted, the validity, form, eligibility (including time of receipt) and
acceptance for exercise of any tender of Warrants will be determined by the
Company in its sole discretion, which determinations shall be final and
binding on all parties. The Company reserves the absolute right to reject any
or all tenders of Warrants it determines not to be in proper form or the
acceptance of which or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Warrants, and the Company's interpretation of the
terms of the Offer (including these instructions) will be final and binding on
all parties. No tender of Warrants will be deemed to be properly made until
all defects and irregularities have been cured or waived. Unless waived, any
defects or irregularities in connection with tenders must be cured within such
time as the Company shall determine. Neither the Company nor any other person
is or will be obligated to give notice of any defects or irregularities in
tenders and none of them will incur any liability for failure to give any such
notice.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to, or additional copies of the
Offer and this Letter of Transmittal may be obtained from the Company at the
address and telephone number set forth below.
FIDELITY FEDERAL BANCORP
700 SOUTH GREEN RIVER ROAD, SUITE 2000
EVANSVILLE, INDIANA 47715
ATTN: DONALD R. NEEL, EXECUTIVE VICE PRESIDENT
Confirmation by telephone:
(812) 469-2100
10
<PAGE>
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A PHOTOCOPY THEREOF) TOGETHER WITH
WARRANT CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
COMPANY ON OR PRIOR TO 5:00 P.M., CENTRAL STANDARD TIME, ON THE EXPIRATION
DATE (AS DEFINED IN THE OFFER).
FIDELITY FEDERAL BANCORP
OFFER TO EXERCISE WARRANTS
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
CENTRAL STANDARD TIME, ON OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED.
September 19, 1997
TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES:
Fidelity Federal Bancorp (the "Company") is offering to decrease the
exercise price for all outstanding Warrants issued in connection with the
Company's 9.125% Junior Subordinated Notes due April 30, 2001 ("1994
Warrants") and all outstanding Warrants issued in connection with the
Company's 9.25% Junior Subordinated Notes due January 31, 2002 ("1995
Warrants") (collectively, the "Warrants") for a limited period of time. The
1994 Warrants currently have an exercise price of $6.22, and the 1995 Warrants
currently have an exercise price of $8.93. The Board of Directors of the
Company has decreased the exercise price, upon the terms and subject to the
conditions set forth in the Offer, to $3.70 FOR THE 1994 WARRANTS and $4.04
FOR THE 1995 WARRANTS.
We are asking you to contact your clients for whom you hold Warrants
registered in your name (or in the name of your nominee) or who hold Warrants
registered in their own names. Please bring the Offer to their attention as
promptly as possible. Please furnish copies of the enclosed materials to
those of your clients for whom you hold Warrants registered in your name.
THE OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF WARRANTS BEING
TENDERED. The Offer is, however, subject to other conditions. See Section 5
of the Offer to Exercise.
<PAGE>
For your information and for forwarding to your clients for whom you hold
Warrants registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. The Offer to Exercise, dated September 19, 1997.
2. The Letter of Transmittal for your use and for the information of your
clients.
3. The Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for the Warrants are not immediately available or if time
will not permit all required documents to be delivered to the Company
by the Expiration Date (as defined in the Offer to Exercise).
4. A letter which may be sent to your clients for whose accounts you hold
Warrants registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the
Offer.
5. A return envelope addressed to the Company.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., CENTRAL STANDARD
TIME, ON OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED.
The Company will not pay any fees or commissions to any broker or dealer
or any other person in connection with the solicitation of tenders of Warrants
pursuant to the Offer. The Company will however, upon request, reimburse
brokers, dealers, commercial banks and trust companies for reasonable and
necessary costs incurred by them in forwarding the Offer to Exercise and
related documents to the beneficial owners of Warrants held by them as nominee
or in a fiduciary capacity.
As described in the Offer to Exercise, the Company will accept for
exercise all Warrants validly tendered and not withdrawn on or prior to the
Expiration Date, as defined in Section 1 of the Offer to Exercise.
THE BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER THE
COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY
RECOMMENDATION TO ANY WARRANT HOLDER AS TO WHETHER TO TENDER ALL OR ANY
WARRANTS. EACH WARRANT HOLDER MUST MAKE HIS OR HER OWN DECISION AS TO
WHETHER TO TENDER WARRANTS AND, IF SO, HOW MANY WARRANTS TO TENDER.
The Company is not aware of any jurisdiction where the making of the
Offer is not in compliance with applicable law. If the Company becomes aware
of any jurisdiction where the making of the Offer is not in compliance with
any valid applicable law, the Company will make a good faith effort to comply
with such law. If after such good faith effort, the Company cannot comply
with such law, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Warrants residing in such
jurisdictions.
2
<PAGE>
Any questions, requests for assistance or requests for additional copies
of the enclosed materials may be directed to the Company at the address and
telephone number set forth below.
FIDELITY FEDERAL BANCORP
700 SOUTH GREEN RIVER ROAD, SUITE 2000
EVANSVILLE, INDIANA 47715
ATTN: DONALD R. NEEL, EXECUTIVE VICE PRESIDENT
(812) 469-2100
Very truly yours,
FIDELITY FEDERAL BANCORP
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF THE COMPANY OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT
OR MAKE ANY STATEMENT ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
3
FIDELITY FEDERAL BANCORP
OFFER TO EXERCISE WARRANTS
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., CENTRAL STANDARD TIME, ON
OCTOBER 31, 1997, UNLESS THE OFFER IS EXTENDED.
TO OUR CLIENTS:
Enclosed for your consideration is the Offer dated September 19, 1997 and
the related Letter of Transmittal (which together constitute the "Offer")
setting forth the terms and conditions of an offer by Fidelity Federal
Bancorp, an Indiana corporation (the "Company"), to decrease the exercise
price for all outstanding Warrants issued in connection with the Company's
9.125% Junior Subordinated Notes due April 30, 2001 ("1994 Warrants") and all
outstanding Warrants issued in connection with the Company's 9.25% Junior
Subordinated Notes due January 31, 2002 ("1995 Warrants") (collectively, the
"Warrants") for a limited period of time. The 1994 Warrants currently have an
exercise price of $6.22, and the 1995 Warrants currently have an exercise
price of $8.93. The Board of Directors of the Company has decreased the
exercise price, upon the term and subject to the conditions set forth in the
Offer, to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS.
THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF WARRANTS
HELD BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE HOLDER
OF RECORD OF WARRANTS HELD FOR YOUR ACCOUNT. A TENDER OF SUCH WARRANTS CAN BE
MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.
THE SPECIMEN LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER WARRANTS HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Warrants held by us for your account, upon the terms and subject to the
conditions set forth in the Offer and the Letter of Transmittal.
Your attention is called to the following:
(1) The Offer is not conditioned upon any minimum number of Warrants
being tendered, but is subject to certain other conditions.
(2) The Offer and withdrawal rights will expire at 5:00 p.m., Central
Standard Time, on October 31, 1997, unless the Offer is extended.
Your instructions to us should be forwarded to us in ample time to
permit us to submit a tender on your behalf. If you would like to
withdraw your Warrants that we have tendered, you can withdraw them
so long as the Offer remains open, if they have not been accepted for
exercise.
<PAGE>
(3) As described in the Offer, the Company will accept for exercise all
Warrants validly tendered and not withdrawn on or prior to the
Expiration Date, as defined in Section 1 of the Offer to Exercise.
(4) The Company will pay to the holder of any Warrant exercised pursuant
to the Offer any dividend which has a record date during the period
of the Offer on shares of the Common Stock of the Company purchased
upon exercise of such Warrant. For example, if the Company
establishes a record date for the payment of dividends during the
term of the Offer, upon exercise of the Warrant the holder will be
entitled to any dividend which would have been paid on shares
acquired upon the exercise of the Warrant had they been outstanding
on such record date.
(5) Shares of the common stock of the Company acquired upon exercise of
the Warrants pursuant to the Offer cannot be resold for a period of 2
years from the exercise of the Warrant, except as provided in the
Offer.
THE BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY
NOR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES MAKES ANY RECOMMENDATION TO
ANY WARRANT HOLDER AS TO WHETHER TO TENDER ALL OR ANY WARRANTS. EACH WARRANT
HOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER WARRANTS AND,
IF SO, HOW MANY WARRANTS TO TENDER.
If you wish to have us tender any or all of your Warrants held by us for
your account upon the terms and subject to the conditions set forth in the
Offer, please so instruct us by completing, executing, detaching and returning
to us the attached instruction form. An envelope to return your instructions
to us is enclosed. If you authorize tender of your Warrants, all such
Warrants will be tendered unless otherwise specified.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF BY THE EXPIRATION OF THE OFFER.
THE OFFER IS BEING MADE TO ALL HOLDERS OF WARRANTS. The Company is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to a valid state statute. If the
Company becomes aware of any valid state statute prohibiting the making of the
Offer, the Company will make a good faith effort to comply with such statute.
If, after such good faith effort, the Company cannot comply with such statute,
the Offer will not be made to, nor will tenders be accepted from or on behalf
of, holders of Warrants in such state.
2
<PAGE>
INSTRUCTIONS
WITH RESPECT TO OFFER TO EXERCISE WARRANTS
OF FIDELITY FEDERAL BANCORP
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer dated September 19, 1997, and the related Letter of Transmittal (which
together constitute the "Offer") in connection with the offer by Fidelity
Federal Bancorp, an Indiana corporation (the "Company"), to decrease the
exercise price for all outstanding Warrants. The 1994 Warrants currently have
an exercise price of $6.22, and the 1995 Warrants currently have an exercise
price of $8.93. The Board of Directors of the Company has decreased the
exercise price, upon the terms and subject to the conditions set forth in the
Offer, to $3.70 FOR THE 1994 WARRANTS and $4.04 FOR THE 1995 WARRANTS.
This will instruct you to tender to the Company the number of Warrants
indicated below (or, if no number is indicated below, all Warrants) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions of the Offer.
NUMBER OF 1994 WARRANTS TO BE TENDERED: *
-------------------------------
NUMBER OF 1995 WARRANTS TO BE TENDERED: *
-------------------------------
SIGN HERE
----------------------------- ------------------------------
Name(s) Signature(s)
----------------------------- ------------------------------
Name(s) Signature(s)
Date: , 1997
-------------------
-----------------------------
Address(es)
Area Code(s) and Telephone Number(s)
---------------------------
* Unless otherwise indicated, it will be assumed that all Warrants held by us
for your account are to be tendered.
3
FIDELITY FEDERAL BANCORP
NOTICE OF GUARANTEED DELIVERY OF WARRANTS
This form or a photocopy hereof must be used to accept the Offer (as
defined below) if:
(a) certificates for Warrants issued in connection with the 9.125%
Junior Subordinated Notes due April 30, 2001 (1994 Warrants) or
certificates for Warrants issued in connection with the 9.25% Junior
Subordinated Notes due January 31, 2002 (1995 Warrants) (collectively, the
"Warrants") of Fidelity Federal Bancorp (the "Company") cannot be
delivered to the Company prior to the Expiration Date (as defined in
Section 1 of the Company's Offer dated September 19, 1997 (the "Offer"));
or
(b) the Letter of Transmittal (or a photocopy thereof) and all
other required documents cannot be delivered to the Company prior to the
Expiration Date.
This form, properly completed and duly executed, may be delivered by hand,
mail or overnight courier to the Company. See Section 2 of the Offer.
THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM MUST COMMUNICATE THE
GUARANTEE TO THE COMPANY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND
CERTIFICATES FOR WARRANTS TO THE COMPANY WITHIN THE TIME SHOWN HEREIN.
FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE
INSTITUTION.
TO: FIDELITY FEDERAL BANCORP
700 SOUTH GREEN RIVER ROAD, SUITE 2000
EVANSVILLE, INDIANA 47715
ATTN: Donald R. Neel, Executive Vice President
Confirmation by telephone:
(812) 469-2100
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE
INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Fidelity Federal Bancorp (the "Company")
upon the terms and subject to the conditions set forth in the Offer dated
September 19, 1997, and the related Letter of Transmittal (which together
constitute the "Offer"), receipt of both of which is hereby acknowledged, the
number of 1994 Warrants and 1995 Warrants of the Company listed below,
pursuant to the guaranteed delivery procedures set forth in Section 2 of the
Offer.
(PLEASE TYPE OR PRINT)
Number of
Certificate Number Warrants
Number(s) of Warrants Tendered*
----------- ----------- ---------
- ------------------------ ----------- ---------
- ------------------------ ----------- ---------
- ------------------------ ----------- ---------
Total Warrants Tendered:
* If you desire to tender fewer than all Warrants evidenced by any
certificates listed above, please indicate in this column the number of
Warrants you wish to tender. Otherwise, all Warrants evidenced by such
certificates will be deemed to have been tendered.
SIGN HERE
-------------------------------- Date: , 1997
Signature(s) ---------------
--------------------------------
Signature(s)
--------------------------------
Name(s) of Record Holders
--------------------------------
Name(s) of Record Holders
--------------------------------
--------------------------------
Address(es)
--------------------------------
Area Code(s) and Telephone Number(s)
<PAGE>
GUARANTEE
(Not to be used for signature guarantee)
The undersigned is a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or
a commercial bank or trust company having an office, branch, or agency in the
United States and guarantees: (a) that the above-named person(s) has a net
long position in the Warrants tendered hereby within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended; (b) that
such tender of Warrants complies with such Rule 14e-4, and (c) guarantees that
the Company will receive certificates of the Warrants tendered hereby in
proper form for exercise, together with a properly completed and duly executed
Letter of Transmittal (or photocopy thereof) and any other documents required
by the Letter of Transmittal, all within three New York Stock Exchange trading
days after the date the Company receives this Notice of Guaranteed Delivery.
Authorized Signature: Address:
---------------------------
- ---------------------------------- -----------------------------------
(Including Zip Code)
Name: Area Code and
----------------------------- Telephone Number:
(Please Print) ------------------
Title: Date: , 1997
---------------------------- -----------------------
Name of Firm:
---------------------
DO NOT SEND WARRANT CERTIFICATES WITH THIS FORM. YOUR WARRANT CERTIFICATES
MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
