0000926274-05-000082.txt : 20120626
0000926274-05-000082.hdr.sgml : 20120626
20050314151826
ACCESSION NUMBER: 0000926274-05-000082
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050314
DATE AS OF CHANGE: 20050314
GROUP MEMBERS: BRUCE A. CORDINGLEY
GROUP MEMBERS: GERALD K. PEDIGO
GROUP MEMBERS: PEDCOR BANCORP
GROUP MEMBERS: PEDCOR FINANCIAL, LLC
GROUP MEMBERS: PHILLIP J. STOFFREGEN
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: 05678266
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PEDCOR INVESTMENTS LTD LIABILITY CO
CENTRAL INDEX KEY: 0000925765
IRS NUMBER: 000000000
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
SC 13D/A
1
ffb-13da22.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
Fidelity Federal Bancorp
------------------------------------
(Name of Issuer)
Common Stock
------------------------------------
(Title of Class of Securities)
315921205
------------------------------------
(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)
February 28, 2005
------------------------------------
(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. 315921205
--------------------------------------------------------------------------------
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)
Not Applicable
--------------------------------------------------------------------------------
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 1,383.33 (1)
-----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 676,773.75 (2)
-----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,383.33 (1)
-----------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 676,773.75 (2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
678,157.08
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
1
(1) Includes 1,383.33 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. The numbers stated herein have been adjusted to
give effect to a 1 for 30,000 reverse stock split, the cashing out of fractional
share interests and a subsequent 2,500 for 1 forward split of the Issuer's
common stock which occurred on February 28, 2005.
(2) Includes (i) 642,500 shares owned by Pedcor Financial, LLC, of which Mr.
Cordingley is the President and 31.126% owner; and (ii) 32,218.25 shares and
2,055.5 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 numbers stated herein have
been adjusted to give effect to a 1 for 30,000 reverse stock split, the cashing
out of fractional share interests and a subsequent 2,500 for 1 forward split of
the Issuer's common stock which occurred on February 28, 2005.
(3) Based on 772,500 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 March 11, 2005 and computed in accordance with Rule
13d-3(d)(1). The numbers stated herein have been adjusted to give effect to a 1
for 30,000 reverse stock split, the cashing out of fractional share interests
and a subsequent 2,500 for 1 forward split of the Issuer's common stock which
occurred on February 28, 2005.
2
CUSIP NO. 315921205
--------------------------------------------------------------------------------
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)
Not Applicable
--------------------------------------------------------------------------------
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 816.67 (1)
-----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 676,773.75 (2)
-----------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 816.67 (1)
-----------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
WITH 676,773.75 (2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,590.42
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
3
(1) Includes 816.67 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. The numbers stated herein have been adjusted to
give effect to a 1 for 30,000 reverse stock split, the cashing out of fractional
share interests and a subsequent 2,500 for 1 forward split of the Issuer's
common stock which occurred on February 28, 2005.
(2) Includes (i) 642,500 shares owned by Pedcor Financial, LLC, of which Mr.
Pedigo is the Chairman and 31.126% owner; and (ii) 32,218.25 shares and 2,055.5
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 numbers stated herein have been adjusted to
give effect to a 1 for 30,000 reverse stock split, the cashing out of fractional
share interests and a subsequent 2,500 for 1 forward split of the Issuer's
common stock which occurred on February 28, 2005.
(3) Based on 772,500 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 March 11, 2005 and computed in accordance with Rule
13d-3(d)(1). The numbers stated herein have been adjusted to give effect to a 1
for 30,000 reverse stock split, the cashing out of fractional share interests
and a subsequent 2,500 for 1 forward split of the Issuer's common stock which
occurred on February 28, 2005.
4
CUSIP NO. 315921205
--------------------------------------------------------------------------------
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)
Not Applicable
--------------------------------------------------------------------------------
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 966.67 (1)
--------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 676,773.75 (2)
--------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 966.67 (1)
--------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
WITH 676,773.75 (2)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,740.42
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
5
(1) Includes 966.67 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. The numbers stated herein have been adjusted to
give effect to a 1 for 30,000 reverse stock split, the cashing out of fractional
share interests and a subsequent 2,500 for 1 forward split of the Issuer's
common stock which occurred on February 28, 2005.
(2) Includes (i) 642,500 shares owned by Pedcor Financial, LLC, of which Mr.
Stoffregen is the Executive Vice President and 31.126% owner; and (ii) 32,218.25
shares and 2,055.5 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 numbers stated
herein have been adjusted to give effect to a 1 for 30,000 reverse stock split,
the cashing out of fractional share interests and a subsequent 2,500 for 1
forward split of the Issuer's common stock which occurred on February 28, 2005.
(3) Based on 772,500 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 March 11, 2005 and computed in accordance with Rule
13d-3(d)(1). The numbers stated herein have been adjusted to give effect to a 1
for 30,000 reverse stock split, the cashing out of fractional share interests
and a subsequent 2,500 for 1 forward split of the Issuer's common stock which
occurred on February 28, 2005.
6
CUSIP NO. 315921205
--------------------------------------------------------------------------------
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)
Not Applicable
--------------------------------------------------------------------------------
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 674,718.25 (1)
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 674,718.25 (1)
------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
674,718.25
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
84% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
7
(1) Includes (i) 642,500 shares owned directly by Pedcor Financial, LLC; and
(ii) 32,218.25 shares which Pedcor Financial, LLC has the right to acquire upon
exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights
Offering. The numbers stated herein have been adjusted to give effect to a 1 for
30,000 reverse stock split, the cashing out of fractional share interests and a
subsequent 2,500 for 1 forward split of the Issuer's common stock which occurred
on February 28, 2005.
(2) Based on 772,500 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 March 11, 2005 and computed in accordance with Rule
13d-3(d)(1). The numbers stated herein have been adjusted to give effect to a 1
for 30,000 reverse stock split, the cashing out of fractional share interests
and a subsequent 2,500 for 1 forward split of the Issuer's common stock which
occurred on February 28, 2005.
8
CUSIP NO. 315921205
--------------------------------------------------------------------------------
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)
Not Applicable
--------------------------------------------------------------------------------
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 2,055.5 (1)
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,055.5 (1)
------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,055.5
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.27% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
--------------------------------------------------------------------------------
9
(1) Includes 2,055.5 shares which Pedcor Bancorp has the right to acquire upon
exercise of warrants acquired pursuant to Fidelity Federal Bancorp's 2002 Rights
Offering. The numbers stated herein have been adjusted to give effect to a 1 for
30,000 reverse stock split, the cashing out of fractional share interests and a
subsequent 2,500 for 1 forward split of the Issuer's common stock which occurred
on February 28, 2005.
(2) Based on 772,500 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 March 11, 2005 and computed in accordance with Rule
13d-3(d)(1). The numbers stated herein have been adjusted to give effect to a 1
for 30,000 reverse stock split, the cashing out of fractional share interests
and a subsequent 2,500 for 1 forward split of the Issuer's common stock which
occurred on February 28, 2005.
10
Item 1. Security and Issuer
----------------------------
This Amendment No. 22 to Schedule 13D (this "Schedule 13D") amends
Amendment No. 21 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 31.126% 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 31.126% 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 31.126% 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
----------------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction
-------------------------------
This Amendment No. 22 is provided to report the effect of a 1 for 30,000
reverse stock split, the cashing out of fractional share interests and a 2,500
for 1 forward split of the Issuer's common stock which occurred on February 28,
2005.
12
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
678,157.08 shares of the common stock of the Issuer, representing approximately
84% of the outstanding shares of common stock. Of such shares, Mr. Cordingley
has sole voting and dispositive power with respect to 1,383.33 shares, and
shared voting and dispositive power with respect to 678,157.08 shares as a
result of the following relationships:
o 642,500 shares owned by Pedcor Financial, LLC, of which Mr. Cordingley
is the President and 31.126% owner; and
o 32,218.25 shares and 2,055.5 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 1,383.33 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 676,773.75
shares of the common stock of the Issuer, representing approximately 84% of the
outstanding shares of common stock. Of such shares, Mr. Pedigo has sole voting
and dispositive power with respect to 816.67 shares, and shared voting and
dispositive power with respect to 676,773.75 shares as a result of the following
relationships:
o 642,500 shares owned by Pedcor Financial, LLC, of which Mr. Pedigo is
the Chairman and 31.126% owner; and
o 32,218.25 shares and 2,055.5 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 816.67 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.
13
Phillip J. Stoffregen
---------------------
Mr. Stoffregen may be deemed to beneficially own in the aggregate
677,740.42 shares of the common stock of the Issuer, representing approximately
84% of the outstanding shares of common stock. Of such shares, Mr. Stoffregen
has sole voting and dispositive power with respect to 966.67 shares, and shared
voting and dispositive power with respect to 676,773.75 shares as a result of
the following relationships:
o 642,500 shares owned by Pedcor Financial, LLC, of which Mr. Stoffregen
is the Executive Vice President and 31.126% owner; and
o 32,218.25 shares and 2,055.5 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 966.67 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
674,718.25 shares of the common stock of the Issuer, representing approximately
84% 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 32,218.25 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 2055.5
shares of the common stock of the Issuer, representing approximately .27% 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 2,055.5 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.
(c) The Filing Parties have effected the following transactions involving the
common stock of the Issuer in the past sixty (60) days:
14
Date of Number of Shares Price Paid Place/Manner
Name Transaction Acquired/(Disposed) Per Share of Sale
---- ----------- ------------------- --------- -------
Pedcor Financial, LLC February 28, 2005 (682) $1.85 (1)
Bruce A. Cordingley February 28, 2005 (5,263) $1.85 (1)
(1) On February 28, 2005, the Issuer effected a 1 for 30,000 reverse stock
split of its common stock. The Issuer did not issue any fractions share
interest in connection therewith. In lieu thereof, the Issuer cashed out
fractional share interest for a cash amount equal to $1.85 for each
pre-reverse stock split share which would have otherwise become a
fractional share interest.
(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 60,000 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. The numbers stated herein have been adjusted to
give effect to a 1 for 30,000 reverse stock split, the cashing out of fractional
share interests and a subsequent 2,500 for 1 forward split of the Issuer's
common stock which occurred on February 28, 2005.
Item 7. Material to be Filed as Exhibits
-----------------------------------------
Exhibit 1* Joint Filing Agreement.
--------------------------
* Previously filed
15
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: March 14, 2005
/s/ Bruce A. Cordingley
------------------------------------------------
Bruce A. Cordingley
/s/ Gerald K. Pedigo by
Bruce A. Cordingley, Attorney-in-Fact
------------------------------------------------
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
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
Exhibit 1* Joint Filing Agreement.
--------------------------
* Previously filed
17