-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CFmV6Eq4fA5tgBrfXJynLhtIZ8KBdD/9ImnlMOLk+GXxY6i55L/GbYc2A8/e/1zX AB5vi9TPm5rK2GJiViOtQA== 0000926274-04-000211.txt : 20040713 0000926274-04-000211.hdr.sgml : 20040713 20040713164453 ACCESSION NUMBER: 0000926274-04-000211 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040713 GROUP MEMBERS: BRUCE A. CORDINGLEY GROUP MEMBERS: GERALD K. PEDIGO GROUP MEMBERS: PEDCOR BANCORP GROUP MEMBERS: PEDCOR FINANCIAL, LLC GROUP MEMBERS: PHILLIP J. STOFFREGEN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEDCOR INVESTMENTS LTD LIABILITY CO CENTRAL INDEX KEY: 0000925765 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8888 KEYSTONE CROSSING SUITE 900 CITY: INDIANAPOLIS STATE: IN ZIP: 46240 BUSINESS PHONE: 3175797255 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY FEDERAL BANCORP CENTRAL INDEX KEY: 0000910492 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351894432 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45583 FILM NUMBER: 04912400 BUSINESS ADDRESS: STREET 1: 700 S GREEN RIVER ROAD STREET 2: SUITE 2000 CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 8124692100 MAIL ADDRESS: STREET 1: 18 NW FOURTH ST STREET 2: PO BOX 1347 CITY: EVANSVILLE STATE: IN ZIP: 47706-1347 SC 13D/A 1 ffb-13da19.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* Fidelity Federal Bancorp ----------------------------------- (Name of Issuer) Common Stock ----------------------------------- (Title of Class of Securities) 299333104 ----------------------------------- (CUSIP Number) Bruce Cordingley, c/o Pedcor Investments, A Limited Liability Company, One Pedcor Square, 770 3rd Avenue SW, Carmel, Indiana 46032 (317) 587-0320 -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 7, 2004 ----------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes) CUSIP NO. 299333104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bruce A. Cordingley - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 40,025 (1) ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,691,766 (2) ----------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 40,025 (1) ----------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 7,691,766 (2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,731,791 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.66% (3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- 1 (1) Includes (i) 5,540 shares held directly by Mr. Cordingley; (ii) 17,885 shares held directly by Mr. Cordingley's wife, Denise Cordingley; and (iii) 16,600 shares which Mr. Cordingley has the right to acquire upon exercise of stock options granted under Fidelity Federal Bancorp's 1993 Director's Stock Option Plan. (2) Includes (i) 322,305 shares owned by Pedcor Bancorp, of which Mr. Cordingley is the President and Chief Executive Officer and 42.04% owner (which includes 3.79% owned by Mr. Cordingley's wife); (ii) 6,958,176 shares owned by Pedcor Financial, LLC, of which Mr. Cordingley is the President and 32.167% owner; and (iii) 386,619 shares and 24,666 shares which Pedcor Financial, LLC and Pedcor Bancorp, respectively, have the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. (3) Based on 10,999,872 shares of common stock, par value $1.00 per share, of Fidelity Federal Bancorp believed to be outstanding by Fidelity Federal Bancorp's management as of May 15, 2004 and computed in accordance with Rule 13d-3(d)(1). 2 CUSIP NO. 299333104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gerald K. Pedigo - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 194,557 (1) ----------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,691,766 (2) ----------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 194,557 (1) ----------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER WITH 7,691,766 (2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,886,323 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.05% (3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- 3 (1) Includes (i) 184,757 shares owned directly by Mr. Pedigo; and (ii) 9,800 shares which Mr. Pedigo has the right to acquire upon exercise of stock options granted under Fidelity Federal Bancorp's 1993 Director's Stock Option Plan. (2) Includes (i) 322,305 shares owned by Pedcor Bancorp, of which Mr. Pedigo is the Chairman and 42.04% owner; (ii) 6,958,176 shares owned by Pedcor Financial, LLC, of which Mr. Pedigo is the Chairman and 32.167% owner; and (iii) 386,619 shares and 24,666 shares which Pedcor Financial, LLC and Pedcor Bancorp, respectively, have the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. (3) Based on 10,999,872 shares of common stock, par value $1.00 per share, of Fidelity Federal Bancorp believed to be outstanding by Fidelity Federal Bancorp's management as of May 15, 2004 and computed in accordance with Rule 13d-3(d)(1). 4 CUSIP NO. 299333104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Phillip J. Stoffregen - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 31,872 (1) -------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 7,691,766 (2) -------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 31,872 (1) -------------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER WITH 7,691,766 (2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,723,638 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.62% (3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- 5 (1) Includes (i) 20,272 shares owned directly by Mr. Stoffregen; and (ii) 11,600 shares which Mr. Stoffregen has the right to acquire pursuant to stock options granted from Fidelity Federal Bancorp's 1993 Director's Stock Option Plan. (2) Includes (i) 322,305 shares owned by Pedcor Bancorp, of which Mr. Stoffregen is the Executive Vice President and 14.91% owner; (ii) 6,958,176 shares owned by Pedcor Financial, LLC, of which Mr. Stoffregen is the Executive Vice President and 32.167% owner; and (iii) 386,619 shares and 24,666 shares which Pedcor Financial, LLC and Pedcor Bancorp, respectively, have the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. (3) Based on 10,999,872 shares of common stock, par value $1.00 per share, of Fidelity Federal Bancorp believed to be outstanding by Fidelity Federal Bancorp's management as of May 15, 2004 and computed in accordance with Rule 13d-3(d)(1). 6 CUSIP NO. 299333104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pedcor Financial, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 7,344,795 (1) ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,344,795 (1) ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,344,795 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.5% (2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 7 (1) Includes (i) 6,958,176 shares owned directly by Pedcor Financial, LLC; and (ii) 386,619 shares which Pedcor Financial, LLC has the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. (2) Based on 10,999,872 shares of common stock, par value $1.00 per share, of Fidelity Federal Bancorp believed to be outstanding by Fidelity Federal Bancorp's management as of May 15, 2004 and computed in accordance with Rule 13d-3(d)(1). 8 CUSIP NO. 299333104 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pedcor Bancorp - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Indiana - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 346,971 (1) ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 346,971 (1) ------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 346,971 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.15 % (2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- 9 (1) Includes (i) 322,305 shares owned directly by Pedcor Bancorp; and (ii) 24,666 shares which Pedcor Bancorp has the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. (2) Based on 10,999,872 shares of common stock, par value $1.00 per share, of Fidelity Federal Bancorp believed to be outstanding by Fidelity Federal Bancorp's management as of May 15, 2004 and computed in accordance with Rule 13d-3(d)(1). 10 Item 1. Security and Issuer - ---------------------------- This Amendment No. 19 to Schedule 13D (this "Schedule 13D") amends Amendment No. 18 to Schedule 13D and relates to the common stock, par value $1.00 per share, of Fidelity Federal Bancorp (the "Issuer"). The Issuer's principal executive office is located at 18 N.W. Fourth Street, Evansville, Indiana 47708. Item 2. Identity and Background - -------------------------------- (a) Name of Person(s) Filing this Schedule 13D (the "Filing Parties"): Mr. Bruce A. Cordingley Mr. Gerald K. Pedigo Mr. Phillip J. Stoffregen Pedcor Financial, LLC Pedcor Bancorp (b)-(c) Mr. Bruce A. Cordingley - ----------------------- Mr. Bruce A. Cordingley is the President of Pedcor Investments, A Limited Liability Company, which is primarily engaged in real estate-oriented investments and developments. Mr. Cordingley is also the President and Chief Executive Officer and 42.04% owner (which includes 3.79% owned by Mr. Cordingley's wife) of Pedcor Bancorp and the President and 32.167% owner of Pedcor Financial, LLC. Pedcor Investments, A Limited Liability Company, Pedcor Financial, LLC and Pedcor Bancorp are affiliated through common ownership, directors and officers. The business address of Mr. Cordingley is One Pedcor Square, 770 3rd Avenue SW, Carmel, Indiana 46032. Mr. Gerald K. Pedigo - -------------------- Mr. Gerald K. Pedigo is the Chairman of Pedcor Investments, A Limited Liability Company, which is primarily engaged in real estate-oriented investments and developments. Mr. Pedigo is also the Chairman and 42.04% owner of Pedcor Bancorp and the Chairman and 32.167% owner of Pedcor Financial, LLC. Pedcor Investments, A Limited Liability Company, Pedcor Financial, LLC and Pedcor Bancorp are affiliated through common ownership, directors and officers. The business address of Mr. Pedigo is One Pedcor Square, 770 3rd Avenue SW, Carmel, Indiana 46032. Mr. Phillip J. Stoffregen - ------------------------- Mr. Phillip J. Stoffregen is the Executive Vice President of Pedcor Investments, A Limited Liability Company, which is primarily engaged in real estate-oriented investments and developments. Mr. Stoffregen is also the Executive Vice President and 14.91% owner of Pedcor Bancorp and the Executive Vice President and 32.167% owner of Pedcor Financial, LLC. Pedcor Investments, A Limited Liability Company, Pedcor Financial, LLC and Pedcor Bancorp are affiliated through common ownership, directors and officers. The business address of Mr. Stoffregen is One Pedcor Square, 770 3rd Avenue SW, Carmel, Indiana 46032. 11 Pedcor Financial, LLC - --------------------- Pedcor Financial, LLC is an Indiana limited liability company, the principal business of which is investments. The business address is One Pedcor Square, 770 3rd Avenue SW, Carmel, Indiana 46032. Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of 1934, the name, residence or business address, and present occupation or employment of each director, executive officer and controlling person of Pedcor Financial, LLC, are as follows: Messrs. Cordingley, Pedigo and Stoffregen are directors of Pedcor Financial, LLC. Messrs. Cordingley, Pedigo and Stoffregen are the executive officers of Pedcor Financial, LLC. The principal business address of each of Messrs. Cordingley, Pedigo and Stoffregen is One Pedcor Square, 770 3rd Avenue SW, Carmel, Indiana 46032. Each of Messrs. Cordingley, Pedigo and Stoffregen is presently an executive officer of Pedcor Investments, which is primarily engaged in real estate-oriented investments and developments. Pedcor Bancorp - -------------- Pedcor Bancorp is an Indiana corporation, the principal business of which is investments in financial institutions. The business address is One Pedcor Square, 770 3rd Avenue SW, Carmel, Indiana 46032. Pursuant to Instruction C to Schedule 13D of the Securities Exchange Act of 1934, the name, residence or business address, and present occupation or employment of each director, executive officer and controlling person of Pedcor Bancorp, are as follows: Messrs. Cordingley and Pedigo are directors of Pedcor Bancorp. Messrs. Cordingley, Pedigo and Stoffregen are the executive officers of Pedcor Bancorp. The principal business address of each of Messrs. Cordingley, Pedigo and Stoffregen is One Pedcor Square, 770 3rd Avenue SW, Carmel, Indiana 46032. Each of Messrs. Cordingley, Pedigo and Stoffregen is presently an executive officer of Pedcor Investments, which is primarily engaged in real estate-oriented investments and developments. (d) None of the Filing Parties identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Filing Parties identified in this Item 2 has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration - ---------------------------------------------------------- The common stock acquired of the Issuer as described in this Schedule 13D was acquired by Pedcor Financial, LLC in exchange for shares of its common stock. Item 4. Purpose of Transaction - ------------------------------- On July 7, 2004, Pedcor Bancorp transferred 197,379 shares of Fidelity Federal Bancorp stock to Pedcor Financial, LLC in exchange for 506,181 shares of Pedcor Financial, LLC stock. Messrs. Cordingley, Stoffregen and Pedigo each transferred 43,190 shares (an aggregate of 129,570 shares) of Fidelity Federal 12 Bancorp stock to Pedcor Financial, LLC in exchange for 110,761 shares (an aggregate of 332,283 shares) of Pedcor Financial, LLC stock. The exchange was performed on the basis of Pedcor Financial, LLC's March 31, 2004 book value of $.62 per share and Fidelity Federal Bancorp's market value of $1.59 per share. The Filing Parties intend to review continuously their position in the Issuer. Depending upon future evaluations of the business prospects of the Issuer and upon other developments, including but not limited to general economic and business conditions and stock market conditions, the Filing Parties may retain or from time to time increase their holdings or dispose of all or a portion of their holdings, subject to any applicable legal and contractual restrictions on their ability to do so. Except as set forth in this Item 4, the Filing Parties have no present plans or proposals that relate to or that would result in any actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934. Item 5. Interest in Securities of the Issuer - --------------------------------------------- (a) - (b) Bruce A. Cordingley - ------------------- Mr. Cordingley may be deemed to beneficially own in the aggregate 7,731,791 shares of the common stock of the Issuer, representing approximately 67.66% of the outstanding shares of common stock. Of such shares, Mr. Cordingley has sole voting and dispositive power with respect to 40,025 shares, and shared voting and dispositive power with respect to 7,691,766 shares as a result of the following relationships: o 322,305 shares owned by Pedcor Bancorp, of which Mr. Cordingley is the President and Chief Executive Officer and 42.04% owner (which includes 3.79% owned by Mr. Cordingley's wife); o 6,958,176 shares owned by Pedcor Financial, LLC, of which Mr. Cordingley is the President and 32.167% owner; and o 386,619 shares and 24,666 shares which Pedcor Financial, LLC and Pedcor Bancorp, respectively, have the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. The above includes 16,600 shares which Mr. Cordingley has the right to acquire upon exercise of stock options granted under Fidelity Federal Bancorp's 1993 Director's Stock Option Plan. Gerald K. Pedigo - ---------------- Mr. Pedigo may be deemed to beneficially own in the aggregate 7,886,323 shares of the common stock of the Issuer, representing approximately 69.05% of the outstanding shares of common stock. Of such shares, Mr. Pedigo has sole voting and dispositive power with respect to 194,557 shares, and shared voting and dispositive power with respect to 7,691,766 shares as a result of the following relationships: o 322,305 shares owned by Pedcor Bancorp, of which Mr. Pedigo is the Chairman and 42.04% owner; o 6,958,176 shares owned by Pedcor Financial, LLC, of which Mr. Pedigo is the Chairman and 32.167% owner; and 13 o 386,619 shares and 24,666 shares which Pedcor Financial, LLC and Pedcor Bancorp, respectively, have the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. The above includes 9,800 shares which Mr. Pedigo has the right to acquire upon exercise of stock options granted under Fidelity Federal Bancorp's 1993 Director's Stock Option Plan. Phillip J. Stoffregen - --------------------- Mr. Stoffregen may be deemed to beneficially own in the aggregate 7,723,638 shares of the common stock of the Issuer, representing approximately 67.62% of the outstanding shares of common stock. Of such shares, Mr. Stoffregen has sole voting and dispositive power with respect to 31,872 shares, and shared voting and dispositive power with respect to 7,691,766 shares as a result of the following relationships: o 322,305 shares owned by Pedcor Bancorp, of which Mr. Stoffregen is the Executive Vice President and 14.91% owner; o 6,958,176 shares owned by Pedcor Financial, LLC, of which Mr. Stoffregen is the Executive Vice President and 32.167% owner; and o 386,619 shares and 24,666 shares which Pedcor Financial, LLC and Pedcor Bancorp, respectively, have the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. The above includes 11,600 shares which Mr. Stoffregen has the right to acquire upon exercise of stock options granted under Fidelity Federal Bancorp's 1993 Director's Stock Option Plan. Pedcor Financial, LLC - --------------------- Pedcor Financial, LLC may be deemed to beneficially own in the aggregate 7,344,795 shares of the common stock of the Issuer, representing approximately 64.5% of the outstanding shares of common stock. Of such shares, Pedcor Financial, LLC has sole voting and dispositive power with respect to all of such shares, and shared voting and dispositive power with respect to none of such shares. The above includes 386,619 shares which Pedcor Financial, LLC has the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. Pedcor Bancorp - -------------- Pedcor Bancorp may be deemed to beneficially own in the aggregate 346,971 shares of the common stock of the Issuer, representing approximately 3.15% of the outstanding shares of common stock. Of such shares, Pedcor Bancorp has sole voting and dispositive power with respect to all of such shares, and shared voting and dispositive power with respect to none of such shares. The above includes 24,666 shares which Pedcor Bancorp has the right to acquire upon exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights Offering. Each of the Filing Parties expressly disclaims beneficial ownership with respect to shares of common stock covered by this Schedule 13D not owned by him or it of record. 14 (c) The Filing Parties have effected the following transactions involving the common stock of the Issuer in the past sixty (60) days:
Date of Number of Shares Price Paid Place/Manner of Name Transaction Acquired/(Disposed) Per Share Sale ---- ----------- ------------------- --------- ---- Pedcor Financial, LLC May 14, 2004 252,042 $1.81 (1) July 7, 2004 326,949 (2) (2) Pedcor Bancorp July 7, 2004 197,379 (2) (2) Bruce A. Cordingley July 7, 2004 (43,190) (2) (2) Phillip J. Stoffregen July 7, 2004 (43,190) (2) (2) Gerald K. Pedigo July 7, 2004 (43,190) (2) (2)
(1) Rights exercised pursuant to a pro rata rights offering. (2) On July 7, 2004 Bruce Cordingley, Phillip Stoffregen and Gerald Pedigo each transferred 43,190 shares (an aggregate of 129,570 shares) of Fidelity Federal Bancorp stock to Pedcor Financial, LLC in exchange for 110,761 shares (an aggregate of 332,283 shares) of Pedcor Financial, LLC stock, and Pedcor Bancorp transferred 197,379 shares of Fidelity Federal Bancorp stock to Pedcor Financial, LLC in exchange for 506,181 shares of Pedcor Financial, LLC stock. The exchanges were performed on the basis of Pedcor Financial, LLC's March 31, 2004 book value of $.62 per share and Fidelity Federal Bancorp's market value of $1.59 per share. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ------------------------------------------------------------------------ Except as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between any of the Filing Parties and any other person with respect to any shares of common stock of the Issuer. Pedcor Financial, LLC pledged 748,110 of its shares to the Bank of Evansville as collateral security for its obligations. There are standard default and similar provisions contained in the pledge agreement in connection with the aforementioned pledge. 15 Item 7. Material to be Filed as Exhibits - ----------------------------------------- Exhibit 1* Joint Filing Agreement. - ------------------ * Previously filed 16 SIGNATURE After reasonable 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. Dated: July 13, 2004 /s/ Bruce A. Cordingley ---------------------------------------- Bruce A. Cordingley /s/ Gerald K. Pedigo ---------------------------------------- Gerald K. Pedigo /s/ Phillip J. Stoffregen ---------------------------------------- Phillip J. Stoffregen PEDCOR FINANCIAL, LLC By: /s/ Bruce A. Cordingley ----------------------------------- Bruce A. Cordingley, President PEDCOR BANCORP By: /s/ Bruce A Cordingley ----------------------------------- Bruce A. Cordingley, President and Chief Executive Officer 17 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- Exhibit 1* Joint Filing Agreement. - ------------------- * Previously filed 18 -----END PRIVACY-ENHANCED MESSAGE-----