UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Fidelity Federal Bancorp
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 587-0320
8888 Keystone Crossing, Suite 900, Indianapolis, Indiana 46240
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 28, 1996
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 4
<PAGE>
SCHEDULE 13D
CUSIP NO. 299333104 PAGE 2 OF 4 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC of Pedcor Investments, A Limited Liability Company & PF of Bruce A.
Cordingley, Gerald K. Pedigo and Sara A. Lentz
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
153,703
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
153,703
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Pedcor Investments, A Limited Liability Company - 120,174; Bruce A.
Cordingley - 317; Gerald K. Pedigo - 30,992; Sara A. Lentz - 2,220
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.11%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 4
<PAGE>
Item 1. Security and Issuer
- ----------------------------
Common Stock, $1.00 par value (the "Shares")
Fidelity Federal Bancorp (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
Unchanged from Amendment 6
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
Unchanged from Amendment 6
Item 4. Purpose of Transaction
- -------------------------------
Unchanged from Amendment 6
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 120,174 or 4.8% of the outstanding common stock of
Issuer (ii) Mr. Cordingley is 317 or 0.01% of the
outstanding common stock of Issuer (iii) Mr. Pedigo is
30,992 or 1.2% of the outstanding common stock of Issuer
(iv) Ms. Lentz is 2,220 or .1% of the outstanding common
stock of the Issuer. Mrs. Cordingley and Mr. Stoffregen do
not presently own any Shares.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares. Mr. Cordingley, Mr. Pedigo and Ms. Lentz
each have the sole power to vote and sole power to dispose
of their respective Shares.
(c) Transactions effected during the past sixty days.
-------------------------------------------------
By Pedcor Investments, A Limited Liability Company:
a. On October 28, 1996 sold 5,000 Shares at $10.625
per Share.
All Shares were disposed of in open market transactions.
(d) Not applicable.
(e) Not applicable.
SEC 1746 (12-91) Page 3 of 4
<PAGE>
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
After the sales described in Item 5 above, 109,383 of the Shares
owned by Pedcor are pledged to National City Bank of Indiana,
Indianapolis, Indiana (the "Bank") as collateral security for
obligations of Pedcor to the Bank and as of the date hereof 7,308
of the Shares owned by Pedcor and 40 of the Shares owned by Mr.
Cordingley are pledged pursuant to margin agreements with McDonald
& Company Securities, Inc. There is no contract, arrangement,
understanding or relationship (legal or otherwise) between Pedcor,
Mr. Cordingley or Mr. Pedigo and any other person with respect to
the Shares, except for standard default and similar provisions
contained in the Pledge Agreement with the Bank and the margin
agreements with McDonald & Company Securities, Inc.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Unchanged from Amendment 5
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.
Date: November 6, 1996 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 4 of 4
<PAGE>
APPENDIX OF PREVIOUSLY FILED SCHEDULES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
- -------------------------------------------------------------------------------
(CUSIP Number)
Bruce A. Cordingley (317) 236-2299
Box 82001, Indianapolis, IN 46282
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 18, 1991
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 5 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
27,100
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
27,100
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,100
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 5
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Evansville Federal Savings Bank (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, One American Square,
Box 82001, Indianapolis, IN 46282.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) One American Square, Box 82001, Indianapolis, IN
46282.
(c) Attorney/Investor, Partner, Ice Miller Donadio & Ryan,
One American Square, Box 82001, Indianapolis, IN 46282.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) 6150 East 75th Street, Suite 125, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The shares subject to this report were purchased with working
capital of Pedcor. The amount of funds used in making the
purchases was $181,225.00.
SEC 1746 (12-91) Page 3 of 5
<PAGE>
Item 4. Purpose of Transaction
- -------------------------------
The Shares were purchased for the purpose of investment. Pedcor,
Mr. Cordingley and Mr. Pedigo may acquire additional Shares in the
future, the timing and amount of such purchases (if any) will be
dependent upon a number of factors, including market conditions,
the market price of the Shares, working capital, and the
availability of other investment opportunities. It is anticipated
that any future purchases will be made in open market
transactions, and that all Shares acquired will be held for
investment purposes. Mr. Cordingley has requested that he be
elected to the board of directors of the Issuer, and has suggested
to the management of the Bank that they consider a sale or merger
of the institution in order to maximize shareholder value. Other
than as set forth above, Pedcor, Mr. Cordingley and Mr. Pedigo do
not have, nor are they aware of, any 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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by
Pedcor is 27,100 or 5.7% of the outstanding common stock
of Issuer.
SEC 1746 (12-91) Page 4 of 5
<PAGE>
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
(c) Since November 8, 1991, Pedcor has effected transactions
in the Shares as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
11/08/91 2,500 7.25
11/18/91 1,600 7.25
11/20/91 2,000 7.375
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
The Shares which are the subject of this Report have been pledged
to Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
the Bank. There is no contract, arrangement, understanding or
relationship (legal or otherwise) between Pedcor, Mr. Cordingley
or Mr. Pedigo and any other person with respect to the Shares,
except for standard default and similar provisions contained in
the Pledge Agreement with the Bank.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: November 27, 1991 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 5 of 5
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 236-2299
Box 82001, One American Square, Indianapolis, IN 46282
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 11, 1991
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. 299333104 PAGE 2 OF 5 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
44,196
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
44,196
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,196
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 5
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Evansville Federal Savings Bank (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, One American Square,
Box 82001, Indianapolis, IN 46282.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) One American Square, Box 82001, Indianapolis, IN
46282.
(c) Attorney/Investor, Partner, Ice Miller Donadio & Ryan,
One American Square, Box 82001, Indianapolis, IN 46282.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) 6150 East 75th Street, Suite 125, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The shares subject to this report were purchased with working
capital of Pedcor. The amount of funds used in making the
purchases was $323,104.00.
SEC 1746 (12-91) Page 3 of 5
<PAGE>
Item 4. Purpose of Transaction
- -------------------------------
The Shares were purchased for the purpose of investment. Pedcor,
Mr. Cordingley and Mr. Pedigo may acquire additional Shares in the
future, the timing and amount of such purchases (if any) will be
dependent upon a number of factors, including market conditions,
the market price of the Shares, working capital, and the
availability of other investment opportunities. It is anticipated
that any future purchases will be made in open market
transactions, and that all Shares acquired will be held for
investment purposes. Mr. Cordingley has requested that he be
elected to the board of directors of the Issuer. Pedcor, Mr.
Cordingley and Mr. Pedigo do not have, nor are they aware of, any
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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by
Pedcor is 44,196 or 9.3% of the outstanding common stock
of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
SEC 1746 (12-91) Page 4 of 5
<PAGE>
(c) Since November 8, 1991, Pedcor has effected transactions
in the Shares as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
11/08/91 2,500 7.25
11/18/91 1,600 7.25
11/20/91 2,000 7.375
12/11/91 11,896 8.375
12/13/91 5,200 8.125
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
The Shares which are the subject of this Report have been pledged
to Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
the Bank. There is no contract, arrangement, understanding or
relationship (legal or otherwise) between Pedcor, Mr. Cordingley
or Mr. Pedigo and any other person with respect to the Shares,
except for standard default and similar provisions contained in
the Pledge Agreement with the Bank.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: December 16, 1991 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 5 of 5
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 236-2299
Box 82001, One American Square, Indianapolis, IN 46282
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 19, 1992
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 6
<PAGE>
SCHEDULE 13D
CUSIP NO. 299333104 PAGE 2 OF 6 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
47,096
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
47,096
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,096
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 6
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Evansville Federal Savings Bank (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, One American Square,
Box 82001, Indianapolis, IN 46282.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) One American Square, Box 82001, Indianapolis, IN
46282.
(c) Attorney/Investor, Partner, Ice Miller Donadio & Ryan,
One American Square, Box 82001, Indianapolis, IN 46282.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) 6150 East 75th Street, Suite 125, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
SEC 1746 (12-91) Page 3 of 6
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The shares subject to this report were purchased with working
capital of Pedcor. The amount of funds used in making the
purchases was $364,304. In February, 1992, Bruce Cordingley
purchased 100 shares at $8.00 per share from Pedcor. The purchase
was to enable Mr. Cordingley to hold directly qualifying shares to
serve on the Board of Directors of the Issuer.
Item 4. Purpose of Transaction
- -------------------------------
The Shares were purchased for the purpose of investment. Pedcor,
Mr. Cordingley and Mr. Pedigo may acquire additional Shares in the
future, the timing and amount of such purchases (if any) will be
dependent upon a number of factors, including market conditions,
the market price of the Shares, working capital, availability of
other investment opportunities and approval by the Office of
Thrift Supervision of a Rebuttal of Control Notice which has been
filed and if approved would allow purchases of common stock up to
25% of the outstanding stock of Evansville. Said Rebuttal of
Control Notice has been filed with the OTS. It is anticipated that
any future purchases will be made in open market transactions,
direct from individuals or from the Issuer, and that all Shares
acquired will be held for investment purposes. Mr. Cordingley has
been elected to the Board of Directors of the Issuer effective
February 19, 1992 and has accepted the position. The Board of
Directors has been increased to eleven (11) members from nine (9).
Other than the above, Pedcor, Mr. Cordingley and Mr. Pedigo do not
have, nor are they aware of, any 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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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;
SEC 1746 (12-91) Page 4 of 6
<PAGE>
(h) Causing a class of securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by
Pedcor is 47,096 or 9.9% of the outstanding common stock
of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
(c) Since December 19, 1991, Pedcor has effected transactions
in the Shares as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
12/11/91 11,896 8.375
12/13/91 5,200 8.125
12/30/91 2,900 8.00
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
The Shares which are the subject of this Report have been pledged
to Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
the Bank. There is no contract, arrangement, understanding or
relationship (legal or otherwise) between Pedcor, Mr. Cordingley
or Mr. Pedigo and any other person with respect to the Shares,
except for standard default and similar provisions contained in
the Pledge Agreement with the Bank.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
SEC 1746 (12-91) Page 5 of 6
<PAGE>
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.
/s/ BRUCE A. CORDINGLEY
Date: February 28, 1992 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 6 of 6
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 579-7255
Suite 125, 6150 E. 75th Street, Indianapolis, IN 46250
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 28, 1992
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. 299333104 PAGE 2 OF 5 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC of Pedcor Investments, A Limited Liability Company & PF of Bruce A.
Cordingley and Gerald K. Pedigo
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
110,596
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
110,596
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Pedcor Investments, A Limited Liability Company - 100,396; Bruce A.
Cordingley - 5,100; Gerald K. Pedigo - 5,100
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 5
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Evansville Federal Savings Bank (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, Suite 125,
6150 E. 75th Street, Indianapolis, IN 46250.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, Suite 125, 6150 E. 75th Street,
Indianapolis, IN 46250.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of a judicial or administrative
body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The shares subject to this report were purchased with working
capital of Pedcor and personal funds. The amount of funds used in
making the purchases was $386,481.25.
SEC 1746 (12-91) Page 3 of 5
<PAGE>
Item 4. Purpose of Transaction
- -------------------------------
The Shares were purchased for the purpose of investment. Pedcor,
Mr. Cordingley and Mr. Pedigo may acquire additional Shares in the
future, the timing and amount of such purchases (if any) will be
dependent upon a number of factors, including market conditions,
the market price of the Shares, working capital, and the
availability of other investment opportunities. It is anticipated
that any future purchases will be made in open market
transactions, direct from other shareholders or direct from the
Issuer, and that all Shares acquired will be held for investment
purposes. The Board of Directors has been decreased from eleven
(11) members to nine (9). Mr. Cordingley was elected to the Board
of Directors on October 20, 1992 for a 3 year term. On March 23,
1992 the Office of Thrift Supervision and Pedcor, Mr. Cordingley
and Mr. Pedigo entered into a Rebuttal of Control Agreement which
would allow Pedcor, Mr. Cordingley and Mr. Pedigo to acquire up to
25% of the voting shares of the Issuer. Other than the above,
Pedcor, Mr. Cordingley and Mr. Pedigo do not have, nor are they
aware of, any 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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 100,396 or 15.6% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 5,100 or 0.8% of the
SEC 1746 (12-91) Page 4 of 5
<PAGE>
outstanding common stock of Issuer and (iii) Mr. Pedigo is
5,100 or 0.8% of the outstanding common stock of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
Mr. Cordingley and Mr. Pedigo each have the sole power to
vote and sole power to dispose of each of their respective
shares.
(c) Since August 28, 1992, Pedcor, Mr. Cordingley and Mr. Pedigo
have effected transactions in the Shares as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
10/28/92 50,000 (Pedcor) 6.00
10/28/92 5,000 (Cordingley) 6.00
10/28/92 5,100 (Pedigo) 6.625
10/28/92 700 (Pedcor) 6.625
10/28/92 2,700 (Pedcor) 6.69
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
The Shares owned by Pedcor which are the subject of this Report
have been pledged to National City Bank formerly Merchants
National Bank & Trust Company, Indianapolis, Indiana (the "Bank")
as collateral security for obligations of Pedcor to the Bank.
There is no contract, arrangement, understanding or relationship
(legal or otherwise) between Pedcor, Mr. Cordingley or Mr. Pedigo
and any other person with respect to the Shares, except for
standard default and similar provisions contained in the Pledge
Agreement with the Bank.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: November 4, 1992 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 5 of 5
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 579-7255
Suite 125, 6150 E. 75th Street, Indianapolis, IN 46250
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 29, 1993
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 6
<PAGE>
SCHEDULE 13D
CUSIP NO. 299333104 PAGE 2 OF 6 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC of Pedcor Investments, A Limited Liability Company & PF of Bruce A.
Cordingley and Gerald K. Pedigo
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
192,557
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
192,557
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Pedcor Investments, A Limited Liability Company - 161,696; Bruce A.
Cordingley - 15,431; Gerald K. Pedigo - 15,430
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 6
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Evansville Federal Savings Bank (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, Suite 125,
6150 E. 75th Street, Indianapolis, IN 46250.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed, Suite 125, 6150 E. 75th
Street, Indianapolis, IN 46250.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of a judicial or administrative
body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The shares subject to this report were purchased with working
capital of Pedcor and personal funds. The amount of funds used in
making the purchases was $615,845.00.
SEC 1746 (12-91) Page 3 of 6
<PAGE>
Item 4. Purpose of Transaction
- -------------------------------
The Shares were purchased for the purpose of investment. Pedcor,
Mr. Cordingley and Mr. Pedigo may acquire additional Shares in the
future, the timing and amount of such purchases (if any) will be
dependent upon a number of factors, including market conditions,
the market price of the Shares, working capital, and the
availability of other investment opportunities. It is anticipated
that any future purchases will be made in open market
transactions, direct from other shareholders or direct from the
Issuer, and that all Shares acquired will be held for investment
purposes. Mr. Cordingley was elected to the Board of Directors on
October 20, 1992 for a 3-year term. On March 23, 1992 the Office
of Thrift Supervision and Pedcor, Mr. Cordingley and Mr. Pedigo
entered into a Rebuttal of Control Agreement which would allow
Pedcor, Mr. Cordingley and Mr. Pedigo to acquire up to 25% of the
voting shares of the Issuer. Pedcor, Mr. Cordingley and Mr. Pedigo
may file an amendment to the Rebuttal of Control Agreement to add
Denise Cordingley, wife of Mr. Cordingley, to the group. Pedcor,
Mr. Cordingley and/or Mr. Pedigo may consider filing a petition
for change of control, but even if they do, no change in the board
of directors or management would be anticipated. An approval of
the change in control petition would allow ownership of voting
common stock in excess of 25% which may then be purchased by
Pedcor, Mr. Cordingley and/or Mr. Pedigo. The Issuer may cause a
holding company to be created in the near future. Other than the
above, Pedcor, Mr. Cordingley and Mr. Pedigo do not have, nor are
they aware of, any 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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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;
SEC 1746 (12-91) Page 4 of 6
<PAGE>
(h) Causing a class of securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 161,696 or 19.1% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 15,431 or 1.8% of the
outstanding common stock of Issuer and (iii) Mr. Pedigo is
15,430 or 1.8% of the outstanding common stock of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
Mr. Cordingley and Mr. Pedigo each have the sole power to
vote and sole power to dispose of each of their respective
shares.
(c) Since October 29, 1992, Pedcor, Mr. Cordingley and Mr. Pedigo
have effected transactions in the Shares as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
06/29/93 60,000 (Pedcor) 7.50
06/29/93 10,331 (Cordingley) 7.50
06/29/93 10,330 (Pedigo) 7.50
07/02/93 1,300 (Pedcor) 8.375
All shares that were purchased on 6/29/93 were from the
Issuer pursuant to a rights offering. The shares
purchased on 7/2/93 were purchased on the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
Of the Shares owned by Pedcor which are the subject of this
Report, 101,696 have been pledged to National City Bank formerly
Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
SEC 1746 (12-91) Page 5 of 6
<PAGE>
the Bank. 5,000 shares of Mr. Cordingley's stock are pledged
pursuant to a margin agreement with McDonald & Company. There is
no contract, arrangement, understanding or relationship (legal or
otherwise) between Pedcor, Mr. Cordingley or Mr. Pedigo and any
other person with respect to the Shares, except for standard
default and similar provisions contained in the Pledge Agreement
with the Bank and the margin agreement with McDonald & Company.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: July 2, 1993 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 6 of 6
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 579-7255
Suite 125, 6150 E. 75th Street, Indianapolis, IN 46250
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 12, 1993
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 6
<PAGE>
SCHEDULE 13D
CUSIP NO. 299333104 PAGE 2 OF 6 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC of Pedcor Investments, A Limited Liability Company & PF of Bruce A.
Cordingley and Gerald K. Pedigo
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
207,056
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
207,056
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Pedcor Investments, A Limited Liability Company - 100,396; Bruce A.
Cordingley - 5,100; Gerald K. Pedigo - 5,100
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.5%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 6
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Evansville Federal Savings Bank (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, Suite 125,
6150 E. 75th Street, Indianapolis, IN 46250.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed, Suite 125, 6150 E. 75th
Street, Indianapolis, IN 46250.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of a judicial or administrative
body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
SEC 1746 (12-91) Page 3 of 6
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The shares subject to this report were purchased with working
capital of Pedcor, personal funds of Gerald K. Pedigo and margin
account monies for Bruce A. Cordingley. The amount of funds used
in making the purchases was $97,875.
Item 4. Purpose of Transaction
- -------------------------------
The Shares were purchased for the purpose of investment. Pedcor,
Mr. Cordingley and Mr. Pedigo may acquire additional Shares in the
future, the timing and amount of such purchases (if any) will be
dependent upon a number of factors, including market conditions,
the market price of the Shares, working capital, and the
availability of other investment opportunities. It is anticipated
that any future purchases will be made in open market
transactions, direct from other shareholders or direct from the
Issuer, and that all Shares acquired will be held for investment
purposes. Mr. Cordingley was elected to the Board of Directors on
October 20, 1992 for a 3-year term. On March 23, 1992 the Office
of Thrift Supervision and Pedcor, Mr. Cordingley and Mr. Pedigo
entered into a Rebuttal of Control Agreement which would allow
Pedcor, Mr. Cordingley and Mr. Pedigo to acquire up to 25% of the
voting shares of the Issuer. Pedcor, Mr. Cordingley and Mr. Pedigo
intend to file an amendment to the Rebuttal of Control Agreement
to add Denise Cordingley, wife of Mr. Cordingley, to the group.
Mrs. Cordingley does not currently own any stock in Issuer.
Pedcor, Mr. Cordingley and/or Mr. Pedigo may consider filing a
petition for change of control, but even if they do, no change in
the board of directors or management would be anticipated. An
approval of the change in control petition would allow ownership
of voting common stock in excess of 25% which may then be
purchased by Pedcor, Mr. Cordingley and/or Mr. Pedigo. The Issuer
may cause a holding company to be created in the near future.
Other than the above, Pedcor, Mr. Cordingley and Mr. Pedigo do not
have, nor are they aware of, any 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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
SEC 1746 (12-91) Page 4 of 6
<PAGE>
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 168,666 or 19.9% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 15,430 or 1.8% of the
outstanding common stock of Issuer and (iii) Mr. Pedigo is
15,430 or 1.8% of the outstanding common stock of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
Mr. Cordingley and Mr. Pedigo each have the sole power to
vote and sole power to dispose of each of their respective
shares.
(c) Since July 2, 1993, Pedcor, Mr. Cordingley and Mr. Pedigo
have effected transactions in the Shares as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
07/12/93 6,970 (Pedcor) 8.75
07/12/93 3,765 (Cordingley) 8.75
07/12/93 3,765 (Pedigo) 8.75
The shares were purchased on the open market.
(d) Not applicable.
(e) Not applicable.
SEC 1746 (12-91) Page 5 of 6
<PAGE>
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
Of the Shares owned by Pedcor which are the subject of this
Report, 108,666 have been pledged to National City Bank formerly
Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
the Bank. 8,765 shares of Mr. Cordingley's stock are pledged
pursuant to a margin agreement with McDonald & Company. There is
no contract, arrangement, understanding or relationship (legal or
otherwise) between Pedcor, Mr. Cordingley or Mr. Pedigo and any
other person with respect to the Shares, except for standard
default and similar provisions contained in the Pledge Agreement
with the Bank and the margin agreement with McDonald & Company.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
Item 8. Correction
- -------------------
The 10,331 shares of stock shown as being purchased on June 29,
1993 by Bruce A. Cordingley pursuant to the rights offering as set
out in the 13-D filed under date of July 21, 1993 should have been
10,330 shares.
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.
/s/ BRUCE A. CORDINGLEY
Date: July 16, 1993 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 6 of 6
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 579-7255
Suite 125, 6150 E. 75th Street, Indianapolis, IN 46250
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 24, 1993
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 6
<PAGE>
SCHEDULE 13D
CUSIP NO. 299333104 PAGE 2 OF 6 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC of Pedcor Investments, A Limited Liability Company & PF of Bruce A.
Cordingley, Gerald K. Pedigo and Denise Cordingley
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
208,056
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
208,056
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Pedcor Investments, A Limited Liability Company - 168,666; Bruce A.
Cordingley - 19,195; Gerald K. Pedigo - 19,195; Denise Cordingley - 1,000
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.6%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 6
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Evansville Federal Savings Bank (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, Suite 125,
6150 E. 75th Street, Indianapolis, IN 46250.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed, Suite 125, 6150 E. 75th
Street, Indianapolis, IN 46250.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of a judicial or administrative
body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
SEC 1746 (12-91) Page 3 of 6
<PAGE>
IV. (a) Denise Cordingley (wife of Bruce A. Cordingley).
(b) 5323 North Meridian Street, Indianapolis, IN 46208.
(c) Housewife.
(d) & (e) Mrs. Cordingley has never been convicted in
any criminal proceeding of any kind (excluding
traffic violations), nor has she ever been a party
to a civil proceeding of a judicial or
administrative body.
(f) Mrs. Cordingley is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The shares subject to this report were purchased with personal
funds (IRA account) of Denise Cordingley. The amount of
funds used in making the purchases was $11,625.
Item 4. Purpose of Transaction
- -------------------------------
The Shares were purchased for the purpose of investment. Pedcor,
Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley may acquire
additional Shares in the future, the timing and amount of such
purchases (if any) will be dependent upon a number of factors,
including market conditions, the market price of the Shares,
working capital, and the availability of other investment
opportunities. It is anticipated that any future purchases will
be made in open market transactions, direct from other
shareholders or direct from the Issuer, and that all Shares
acquired will be held for investment purposes. Mr. Cordingley was
elected to the Board of Directors on October 20, 1992 for a 3-year
term. On March 23, 1992 the Office of Thrift Supervision and
Pedcor, Mr. Cordingley and Mr. Pedigo entered into a Rebuttal of
Control Agreement which would allow Pedcor, Mr. Cordingley and Mr.
Pedigo to acquire up to 25% of the voting shares of the Issuer.
Pedcor, Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley have
executed an amendment to the Rebuttal of Control Agreement to add
Denise Cordingley, wife of Mr. Cordingley, to the group. Mrs.
Cordingley does not currently own any stock in Issuer other than
the 1,000 shares the subject of this filing. Pedcor, Mr.
Cordingley and/or Mr. Pedigo may consider filing a petition for
change of control, but even if they do, no change in the board of
directors or management would be anticipated. An approval of the
change in control petition would allow ownership of voting common
stock in excess of 25% which may then be purchased by Pedcor, Mr.
Cordingley and/or Mr. Pedigo. The Issuer may cause a holding
company to be created in the near future. Other than the above,
Pedcor, Mr. Cordingley, Mrs. Cordingley and Mr. Pedigo do not
have, nor are they aware of, any 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;
SEC 1746 (12-91) Page 4 of 6
<PAGE>
(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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 168,666 or 19.9% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 19,195 or 2.2% of the
outstanding common stock of Issuer (iii) Mr. Pedigo is
19,195 or 2.2% of the outstanding common stock of Issuer,
and (iv) Denise Cordingley is 1,000 shares or .1% of the
outstanding common stock of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley each have
the sole power to vote and sole power to dispose of each
of their respective shares.
(c) Since July 12, 1993, Pedcor, Mr. Cordingley, Mr. Pedigo
and Mrs. Cordingley have effected transactions in the
Shares as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
08/24/93 1,000 (Mrs. Cordingley) $11.625
SEC 1746 (12-91) Page 5 of 6
<PAGE>
The shares were purchased on the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
Of the Shares owned by Pedcor which are the subject of this
Report, 108,666 have been pledged to National City Bank formerly
Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
the Bank. 8,765 shares of Mr. Cordingley's stock are pledged
pursuant to a margin agreement with McDonald & Company. There is
no contract, arrangement, understanding or relationship (legal or
otherwise) between Pedcor, Mr. Cordingley, Mr. Pedigo or Mrs.
Cordingley and any other person with respect to the Shares, except
for standard default and similar provisions contained in the
Pledge Agreement with the Bank and the margin agreement with
McDonald & Company.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: September 7, 1993 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 6 of 6
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Fidelity Federal Bancorp, formerly Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 579-7255
Suite 125, 6150 East 75th Street, Indianapolis, IN 46250
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 31, 1994
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 6
<PAGE>
SCHEDULE 13D
CUSIP NO. 299333104 PAGE 2 OF 6 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC of Pedcor Investments, A Limited Liability Company & PF of Bruce A.
Cordingley, Gerald K. Pedigo and Denise Cordingley
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
210,156
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
210,156
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Pedcor Investments, A Limited Liability Company - 168,666; Bruce A.
Cordingley - 16,345; Gerald K. Pedigo - 20,745; Denise Cordingley - 4,400
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 6
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Fidelity Federal Bancorp, formerly Evansville Federal Savings Bank
(the "Issuer"), 18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, Suite 125,
6150 E. 75th Street, Indianapolis, IN 46250.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed, Suite 125, 6150 E. 75th
Street, Indianapolis, IN 46250.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of a judicial or administrative
body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
IV. (a) Denise Cordingley (wife of Bruce A. Cordingley).
(b) 5323 North Meridian Street, Indianapolis, IN 46208.
(c) Housewife.
SEC 1746 (12-91) Page 3 of 6
<PAGE>
(d) & (e) Mrs. Cordingley has never been convicted in
any criminal proceeding of any kind (excluding
traffic violations), nor has she ever been a party
to a civil proceeding of a judicial or
administrative body.
(f) Mrs. Cordingley is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The shares subject to this report were purchased with personal
funds of Gerald K. Pedigo and Denise Cordingley. The amount of
funds used in making the purchases was $31,700.
Item 4. Purpose of Transaction
- -------------------------------
The Shares were purchased for the purpose of investment. Pedcor,
Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley may acquire
additional Shares in the future, the timing and amount of such
purchases (if any) will be dependent upon a number of factors,
including market conditions, the market price of the Shares,
working capital, and the availability of other investment
opportunities. It is anticipated that any future purchases will
be made in open market transactions, direct from other
shareholders or direct from the Issuer, and that all Shares
acquired will be held for investment purposes. Mr. Cordingley was
elected to the Board of Directors on October 20, 1992 for a 3-year
term. On March 23, 1992 the Office of Thrift Supervision and
Pedcor, Mr. Cordingley and Mr. Pedigo entered into a Rebuttal of
Control Agreement which would allow Pedcor, Mr. Cordingley and Mr.
Pedigo to acquire up to 25% of the voting shares of the Issuer.
Pedcor, Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley have
executed an amendment to the Rebuttal of Control Agreement to add
Denise Cordingley, wife of Mr. Cordingley, to the group. Pedcor,
Mr. Cordingley and/or Mr. Pedigo may consider filing a petition
for change of control, but even if they do, no change in the board
of directors or management would be anticipated. An approval of
the change in control petition would allow ownership of voting
common stock in excess of 25% which may then be purchased by
Pedcor, Mr. and/or Mrs. Cordingley and/or Mr. Pedigo. Pedcor, Mr.
Cordingley, Mrs. Cordingley and Mr. Pedigo do not have, nor are
they aware of, any 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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
SEC 1746 (12-91) Page 4 of 6
<PAGE>
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 168,666 or 19.9% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 16,345 or 1.9% of the
outstanding common stock of Issuer (iii) Mr. Pedigo is
20,745 or 2.4% of the outstanding common stock of Issuer,
and (iv) Denise Cordingley is 4,400 shares or .5% of the
outstanding common stock of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley each have
the sole power to vote and sole power to dispose of each
of their respective shares.
(c) Since August 27, 1993, Pedcor, Mr. Cordingley, Mr. Pedigo
and Mrs. Cordingley have effected transactions in the
Shares as follows:
Date Number of Shares Price Per Share
---- ---------------- ---------------
10/15/93 500 (Mr. Pedigo) $15.00
10/19/93 500 (Mr. Pedigo) 15.00
10/22/93 100 (Mr. Pedigo) 17.00
01/26/94 450 (Mr. Pedigo) 15.00
01/26/94 550 (Mrs. Cordingley) 15.00
The shares were purchased on the open market.
SEC 1746 (12-91) Page 5 of 6
<PAGE>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
Of the Shares owned by Pedcor which are the subject of this
Report, 108,666 have been pledged to National City Bank formerly
Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
the Bank. 60,000 shares of stock held by Pedcor Investments and
8,765 shares of Mr. Cordingley's stock are pledged pursuant to a
margin agreement with McDonald & Company. There is no contract,
arrangement, understanding or relationship (legal or otherwise)
between Pedcor, Mr. Cordingley, Mr. Pedigo or Mrs. Cordingley and
any other person with respect to the Shares, except for standard
default and similar provisions contained in the Pledge Agreement
with the Bank and the margin agreement with McDonald & Company.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: February 9, 1994 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 6 of 6
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fidelity Federal Bancorp, formerly Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 579-7255
Suite 125, 6150 East 75th Street, Indianapolis, IN 46250
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 10, 1994
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 7
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 7 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 7
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Fidelity Federal Bancorp, formerly Evansville Federal Savings Bank
(the "Issuer"), 18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, Suite 125,
6150 E. 75th Street, Indianapolis, IN 46250.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed, Suite 125, 6150 E. 75th
Street, Indianapolis, IN 46250.
(d) & (e) Mr. Cordingley has never been convicted in any
criminal proceeding of a judicial or administrative
body.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) Suite 125, 6150 E. 75th Street, Indianapolis, IN
46250.
(c) Investor, self-employed.
(d) & (e) Mr. Pedigo has never been convicted in any
criminal proceeding of any kind (excluding traffic
violations), nor has he ever been a party to a civil
proceeding of a judicial or administrative body.
(f) Mr. Pedigo is a citizen of the United States.
IV. (a) Denise Cordingley (wife of Bruce A. Cordingley).
(b) 5323 North Meridian Street, Indianapolis, IN 46208.
SEC 1746 (12-91) Page 3 of 7
<PAGE>
(c) Housewife.
(d) & (e) Mrs. Cordingley has never been convicted in
any criminal proceeding of any kind (excluding
traffic violations), nor has she ever been a party
to a civil proceeding of a judicial or
administrative body.
(f) Mrs. Cordingley is a citizen of the United States.
V. (a) Sara A. Lentz.
(b) Suite 125, 6150 East 75th Street, Indianapolis, IN
46250.
(c) Property Management, President, Pedcor Management
Corp., President, Pedcor Affordable Management, Inc.
(d) & (e) Ms. Lentz has never been convicted in any
criminal proceeding of a judicial or administrative
body.
(f) Ms. Lentz is a citizen of the United States.
VI. (a) Phillip J. Stoffregen.
(b) Suite 125, 6150 East 75th Street, Indianapolis, IN
46250.
(c) Real estate development (executive officer and
director of Pedcor Investments, A Limited Liability
Company).
(d) & (e) Mr. Stoffregen has never been convicted in any
criminal proceeding of a judicial or administrative
body.
(f) Mr. Stoffregen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
No securities have been acquired which are the subject of this
statement.
Item 4. Purpose of Transaction
- -------------------------------
All Shares have been purchased for the purpose of investment. Mr.
Cordingley, Mr. Pedigo, Mrs. Cordingley, Ms. Lentz and Mr.
Stoffregen may acquire additional Shares in the future, the timing
and amount of such purchases (if any) will be dependent upon a
number of factors, including market conditions, the market price
of the Shares, working capital, and the availability of other
investment opportunities. It is anticipated that any future
purchases will be made in open market transactions, direct from
other shareholders or direct from the Issuer, and that all Shares
acquired will be held for investment purposes. Mr. Cordingley was
elected to the Board of Directors on October 20, 1992 for a 3-year
SEC 1746 (12-91) Page 4 of 7
<PAGE>
term. On March 23, 1992 the Office of Thrift Supervision and
Pedcor, Mr. Cordingley and Mr. Pedigo entered into a Rebuttal of
Control Agreement which would allow Pedcor, Mr. Cordingley and Mr.
Pedigo to acquire up to 25% of the voting shares of the Issuer.
Pedcor, Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley executed an
amendment to the Rebuttal of Control Agreement to add Denise
Cordingley, wife of Mr. Cordingley, to the group. On June 10,
1994, Mr. Cordingley, Mr. Pedigo, Mrs. Cordingley, Ms Lentz and
Mr. Stoffregen filed a Notice of Change of Control with the Office
of Thrift Supervision. Even if such Notice is approved, no change
in the board of directors or management is anticipated other than
filling vacancies that occur in the ordinary course of business.
Approval of the change in control Notice would allow ownership of
voting common stock in excess of 25% which may then be purchased
by Mr. and Mrs. Cordingley, Mr. Pedigo, Ms. Lentz and/or Mr.
Stoffregen. In addition, approval of such Notice would terminate
certain restrictions imposed by the Rebuttal of Control Agreement,
including restrictions against more than one of the listed
individuals serving as a director or as Chairman, President, Chief
Executive Officer, or chairman of an executive committee of the
Issuer or its thrift subsidiary. If the Notice of Change in
Control is approved, one or more of the listed individuals may in
the future seek election or appointment as director or executive
officer of the Issuer or its thrift subsidiary. Mr. Cordingley,
Mrs. Cordingley, Mr. Pedigo, Ms. Lentz and Mr. Stoffregen do not
have, nor are they aware of, any 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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board, other than the filling the
existing vacancy created by the resignation of Edward A.
Newton, President and a Director of the Issuer.
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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;
SEC 1746 (12-91) Page 5 of 7
<PAGE>
(h) Causing a class of securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 168,666 or 19.9% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 16,345 or 1.9% of the
outstanding common stock of Issuer (iii) Mr. Pedigo is
20,745 or 2.4% of the outstanding common stock of Issuer,
and (iv) Denise Cordingley is 4,400 shares or .5% of the
outstanding common stock of Issuer. Neither Ms. Lentz nor
Mr. Stoffregen present own any common stock of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley each have
the sole power to vote and sole power to dispose of each
of their respective shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
Of the Shares owned by Pedcor which are the subject of this
Report, 108,666 have been pledged to National City Bank formerly
Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
the Bank. 60,000 shares of stock held by Pedcor Investments and
8,765 shares of Mr. Cordingley's stock are pledged pursuant to a
margin agreement with McDonald & Company. There is no contract,
arrangement, understanding or relationship (legal or otherwise)
between Pedcor, Mr. Cordingley, Mr. Pedigo or Mrs. Cordingley and
any other person with respect to the Shares, except for standard
default and similar provisions contained in the Pledge Agreement
with the Bank and the margin agreement with McDonald & Company.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
SEC 1746 (12-91) Page 6 of 7
<PAGE>
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.
/s/ BRUCE A. CORDINGLEY
Date: June 20, 1994 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 7 of 7
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Fidelity Federal Bancorp, formerly Evansville Federal Savings Bank
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 587-0320
8888 Keystone Crossing, Suite 900, Indianapolis, IN 46240
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 17, 1994
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 7
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 7 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 7
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Fidelity Federal Bancorp, formerly Evansville Federal Savings Bank
(the "Issuer"), 18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, 8888 Keystone
Crossing, Suite 900, Indianapolis, IN 46240.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Investor, self-employed, (8888 Keystone Crossing,
Suite 900, Indianapolis, IN 46240).
(d) Mr. Cordingley has never been convicted in a
criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Mr. Cordingley has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Investor, self-employed.
(d) Mr. Pedigo has never been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
SEC 1746 (12-91) Page 3 of 7
<PAGE>
(e) Mr. Pedigo has not, during the last five years been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Pedigo is a citizen of the United States.
IV. (a) Denise Cordingley (wife of Bruce A. Cordingley).
(b) 5323 North Meridian Street, Indianapolis, IN 46208.
(c) Housewife.
(d) Mrs. Cordingley has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mrs. Cordingley has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mrs. Cordingley is a citizen of the United States.
V. (a) Sara A. Lentz.
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Property Management, President, Pedcor Management
Corp., President, Pedcor Affordable Management, Inc.
(d) Ms. Lentz has never been convicted in a criminal
proceeding (exluding traffic violations or similar
misdemeanors).
(e) Ms. Lentz has not, during the last five years been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Ms. Lentz is a citizen of the United States.
VI. (a) Phillip J. Stoffregen.
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
SEC 1746 (12-91) Page 4 of 7
<PAGE>
(c) Real estate development (executive officer and
director of Pedcor Investments, A Limited Liability
Company).
(d) Mr. Stoffregen has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mr. Stoffregen has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Stoffregen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
No securities have been acquired which are the subject of this
statement.
Item 4. Purpose of Transaction
- -------------------------------
All Shares have been purchased for the purpose of investment. Mr.
Cordingley, Mr. Pedigo, Mrs. Cordingley, Ms. Lentz and Mr.
Stoffregen may acquire additional Shares in the future, the timing
and amount of such purchases (if any) will be dependent upon a
number of factors, including market conditions, the market price
of the Shares, working capital, and the availability of other
investment opportunities. It is anticipated that any future
purchases will be made in open market transactions, direct from
other shareholders or direct from the Issuer, and that all Shares
acquired will be held for investment purposes. Mr. Cordingley was
elected to the Board of Directors on October 20, 1992 for a 3-year
term. On March 23, 1992 the Office of Thrift Supervision ("OTS")
and Pedcor, Mr. Cordingley and Mr. Pedigo entered into a Rebuttal
of Control Agreement which would allow Pedcor, Mr. Cordingley and
Mr. Pedigo to acquire up to 25% of the voting shares of the
Issuer. Pedcor, Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley
executed an amendment to the Rebuttal of Control Agreement to add
Denise Cordingley, wife of Mr. Cordingley, to the group. On June
10, 1994, Mr. Cordingley, Mr. Pedigo, Mrs. Cordingley, Ms Lentz
and Mr. Stoffregen filed a Notice of Change of Control with the
OTS. On September 1, 1995, the OTS notified the group that the OTS
has no objection to the Notice of Change of Control, subject to
satisfaction of an additional condition. The group was notified
that such condition was satisfied on October 17, 1994. Approval
of the Change of Control Notice now allows common stock in excess
of 25% but not in excess of 35% of the Issuer's shares to be
purchased by Mr. and Mrs. Cordingley, Mr. Pedigo, Ms. Lentz and/or
Mr. Stoffregen. In addition, approval of such Notice terminates
certain restrictions imposed by the Rebuttal of Control Agreement,
including restrictions against more than one of the listed
individuals serving as a director or as Chairman, President, Chief
Executive Officer, or chairman of an executive committee of the
Issuer or its thrift subsidiary. Mr. Cordingley was elected
Chairman of the Issuer and Chairman of its thrift subsidiary,
Evansville Federal Savings Bank, on October 19, 1994. No further
change in the board of directors or management is anticipated
SEC 1746 (12-91) Page 5 of 7
<PAGE>
other than filling vacancies that occur or have occurred in the
ordinary course of business. Mr. Cordingley, Mrs. Cordingley, Mr.
Pedigo, Ms. Lentz and Mr. Stoffregen do not have, nor are they
aware of, any 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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board, other than the filling the
existing vacancy created by the resignation of Edward A.
Newton as president of Evansville Federal Savings Bank and
as a director of the Issuer.
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 202,399 or 19.7% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 20,364 or 2.0% of the
outstanding common stock of Issuer (iii) Mr. Pedigo is
25,644 or 2.5% of the outstanding common stock of Issuer,
SEC 1746 (12-91) Page 6 of 7
<PAGE>
and (iv) Denise Cordingley is 5,280 shares or .5% of the
outstanding common stock of Issuer. Neither Ms. Lentz nor
Mr. Stoffregen presently own any common stock of Issuer.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley each have
the sole power to vote and sole power to dispose of each
of their respective shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
Of the Shares owned by Pedcor which are the subject of this
Report, 144,192 have been pledged to National City Bank formerly
Merchants National Bank & Trust Company, Indianapolis, Indiana
(the "Bank") as collateral security for obligations of Pedcor to
the Bank. 58,206 shares of stock held by Pedcor Investments and
19,494 shares of Mr. Cordingley's stock are pledged pursuant to a
margin agreement with McDonald & Company. There is no contract,
arrangement, understanding or relationship (legal or otherwise)
between Pedcor, Mr. Cordingley, Mr. Pedigo or Mrs. Cordingley and
any other person with respect to the Shares, except for standard
default and similar provisions contained in the Pledge Agreement
with the Bank and the margin agreement with McDonald & Company.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: October 27, 1994 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 7 of 7
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Fidelity Federal Bancorp
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 587-0320
8888 Keystone Crossing, Suite 900, Indianapolis, IN 46240
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 18, 1995
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 8
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 8 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 8
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Fidelity Federal Bancorp (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, 8888 Keystone
Crossing, Suite 900, Indianapolis, IN 46240.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company; chairman, chief executive officer
and director of the Issuer; and executive officer
and director of the Issuer's subsidiaries).
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Investor, self-employed, (8888 Keystone Crossing,
Suite 900, Indianapolis, IN 46240).
(d) Mr. Cordingley has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mr. Cordingley has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Investor, self-employed.
(d) Mr. Pedigo has never been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
SEC 1746 (12-91) Page 3 of 8
<PAGE>
(e) Mr. Pedigo has not, during the last five years been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Pedigo is a citizen of the United States.
IV. (a) Denise Cordingley (wife of Bruce A. Cordingley).
(b) 5323 North Meridian Street, Indianapolis, IN 46208.
(c) Housewife.
(d) Mrs. Cordingley has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mrs. Cordingley has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mrs. Cordingley is a citizen of the United States.
V. (a) Sara A. Lentz.
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Property Management, President, Pedcor Management
Corp., President, Pedcor Affordable Management, Inc.
(d) Ms. Lentz has never been convicted in a criminal
proceeding (exluding traffic violations or similar
misdemeanors).
(e) Ms. Lentz has not, during the last five years been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Ms. Lentz is a citizen of the United States.
VI. (a) Phillip J. Stoffregen.
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
SEC 1746 (12-91) Page 4 of 8
<PAGE>
(c) Real estate development (executive officer and
director of Pedcor Investments, A Limited Liability
Company).
(d) Mr. Stoffregen has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mr. Stoffregen has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Stoffregen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
No securities have been acquired which are the subject of this
statement.
Item 4. Purpose of Transaction
- -------------------------------
All Shares are held for investment purposes. As described in Item
5(c) below, Pedcor, Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley
have disposed of Shares, and may in the future dispose of
additional Shares, for a number of reasons, including, without
limitation, (i) to diversify their investment holdings, (ii) to
make funds available for personal expenditures (including the
construction of an addition to the home of Mr. and Mrs.
Cordingley), (iii) to reduce personal and/or business debt, and
(iv) to take advantage of other investment opportunities,
including the opportunity to invest in the securities of other
financial institutions. On August 18, 1995 the Issuers filed a
Form S-3 Registration Statement under the Securities Act of 1933
with the Securities and Exchange Commission as a shelf
registration (the "Registration Statement"). Among the Shares
registered under the Registration Statement are 31,000 Shares
owned by Mr. Cordingley, 2,900 Shares owned by Mrs. Cordingley,
221,000 Shares owned by Pedcor, and 20,000 Shares owned by Mr.
Pedigo. The registered Shares represent approximately one-third
of the Shares and options for Shares owned by Pedcor, Mr.
Cordingley, Mrs. Cordingley and Mr. Pedigo at the time the
Registration Statement was filed. Mr. Cordingley, Mrs. Cordingley,
Mr. Pedigo, Ms. Lentz and Mr. Stoffregen do not have, nor are they
aware of, any 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
other than as described above or pursuant to the
Registration Statement;
(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;
SEC 1746 (12-91) Page 5 of 8
<PAGE>
(d) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 365,634 or 16.9% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 23,139 or 1.1% of the
outstanding common stock of Issuer (iii) Mr. Pedigo is
44,526 or 2.1% of the outstanding common stock of Issuer,
and (iv) Denise Cordingley is 2,638 shares or .1% of the
outstanding common stock of Issuer. Neither Ms. Lentz nor
Mr. Stoffregen presently own any Shares.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares which are the subject of this Report.
Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley each have
the sole power to vote and sole power to dispose of each
of their respective shares.
(c) Transactions effected during the past sixty days.
-------------------------------------------------
i. Bruce A. Cordingley
a. On August 9, 1995 sold 6,625 Shares at $14.00
per Share.
b. On September 18, 1995 sold 8,000 Shares at
$12.875 per Share.
SEC 1746 (12-91) Page 6 of 8
<PAGE>
c. On September 25, 1995 sold 5,000 Shares at
$12.50 per Share (purchased by Sutro & Co.,
Incorporated as agent for an undisclosed
principal).
ii. Denise Cordingley
a. On August 11, 1995 sold 9,500 Shares at $14.00
per Share.
iii. Gerald K. Pedigo
a. On August 7, 1995 sold 5,375 Shares at $14.00
per Share.
b. On September 25, 1995 sold 5,000 Shares at
$12.50 per Share (purchased by Sutro & Co.,
Incorporated as agent for an undisclosed
principal).
iv. Pedcor Investments, A Limited Liability Company
a. On September 18, 1995 sold 49,400 Shares at
$12.875 per Share.
b. On September 21, 1995 sold 10,000 Shares at
$12.50 per Share.
Except as otherwise specifically noted above, all Shares were disposed
of in open market transactions.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
After the sales described in Item 5 above, 289,317 of the Shares
owned by Pedcor are pledged to National City Bank, Indianapolis,
Indiana (the "Bank") as collateral security for obligations of
Pedcor to the Bank and 76,317 of the Shares owned by Pedcor
Investments and 22,887 of the Shares owned by Mr. Cordingley are
pledged pursuant to margin agreements with McDonald & Company
Securities, Inc.. There is no contract, arrangement,
understanding or relationship (legal or otherwise) between Pedcor,
Mr. Cordingley, Mr. Pedigo or Mrs. Cordingley and any other person
with respect to the Shares, except for standard default and
similar provisions contained in the Pledge Agreement with the Bank
and the margin agreements with McDonald & Company Securities, Inc.
SEC 1746 (12-91) Page 7 of 8
<PAGE>
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: September 26, 1995 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 8 of 8
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Fidelity Federal Bancorp
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 587-0320
8888 Keystone Crossing, Suite 900, Indianapolis, IN 46240
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 20, 1995
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 8
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 8 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 8
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Fidelity Federal Bancorp (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, 8888 Keystone
Crossing, Suite 900, Indianapolis, IN 46240.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company; chairman, chief executive officer
and director of the Issuer; and executive officer
and director of the Issuer's subsidiaries).
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Investor, self-employed, (8888 Keystone Crossing,
Suite 900, Indianapolis, IN 46240).
(d) Mr. Cordingley has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mr. Cordingley has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Investor, self-employed.
SEC 1746 (12-91) Page 3 of 8
<PAGE>
(d) Mr. Pedigo has never been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Pedigo has not, during the last five years been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Pedigo is a citizen of the United States.
IV. (a) Denise Cordingley (wife of Bruce A. Cordingley).
(b) 5323 North Meridian Street, Indianapolis, IN 46208.
(c) Housewife.
(d) Mrs. Cordingley has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mrs. Cordingley has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mrs. Cordingley is a citizen of the United States.
V. (a) Sara A. Lentz.
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Property Management, President, Pedcor Management
Corp., President, Pedcor Affordable Management, Inc.
(d) Ms. Lentz has never been convicted in a criminal
proceeding (exluding traffic violations or similar
misdemeanors).
(e) Ms. Lentz has not, during the last five years been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
SEC 1746 (12-91) Page 4 of 8
<PAGE>
(f) Ms. Lentz is a citizen of the United States.
VI. (a) Phillip J. Stoffregen.
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Real estate development (executive officer and
director of Pedcor Investments, A Limited Liability
Company).
(d) Mr. Stoffregen has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mr. Stoffregen has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Stoffregen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
No securities have been acquired which are the subject of this
statement.
Item 4. Purpose of Transaction
- -------------------------------
All Shares are held for investment purposes. As described in Item
5(c) below, Pedcor, Mr. Cordingley, Mr. Pedigo and Mrs. Cordingley
have disposed of Shares, and may in the future dispose of
additional Shares, for a number of reasons, including, without
limitation, (i) to diversify their investment holdings, (ii) to
make funds available for personal expenditures (including the
construction of an addition to the home of Mr. and Mrs.
Cordingley), (iii) to reduce personal and/or business debt, and
(iv) to take advantage of other investment opportunities,
including the opportunity to invest in the securities of other
financial institutions. On August 18, 1995 the Issuers filed a
Form S-3 Registration Statement under the Securities Act of 1933
with the Securities and Exchange Commission as a shelf
registration (the "Registration Statement"). Among the Shares
registered under the Registration Statement were 31,000 Shares
owned by Mr. Cordingley, 2,900 Shares owned by Mrs. Cordingley,
221,000 Shares owned by Pedcor, and 20,000 Shares owned by Mr.
Pedigo. The registered Shares represented approximately one-third
of the Shares and options for Shares owned by Pedcor, Mr.
Cordingley, Mrs. Cordingley and Mr. Pedigo at the time the
Registration Statement was filed. The sales of Shares described
below were made in part pursuant to the Registration Statement and
in part pursuant to an exception from registration under Rule 144.
The sales of Shares described below represent the sale of the
SEC 1746 (12-91) Page 5 of 8
<PAGE>
remainder of all Shares registered under the Registration
Statement by Pedcor, Mr. Cordingley, Mrs. Cordingley and Mr.
Pedigo. It is not anticipated that another registration statement
for Shares will be filed in the foreseeable future but additional
sales of Shares may be made pursuant to Rule 144. Mr. Cordingley,
Mrs. Cordingley, Mr. Pedigo, Ms. Lentz and Mr. Stoffregen do not
have, nor are they aware of, any 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
other than described above or pursuant to the Registration
Statement;
(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 any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 194,772 or 9.0% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 5,139 or 0.2% of the
outstanding common stock of Issuer (iii) Mr. Pedigo is
SEC 1746 (12-91) Page 6 of 8
<PAGE>
29,526 or 1.4% of the outstanding common stock of Issuer.
Mrs. Cordingley, Ms. Lentz and Mr. Stoffregen do not
presently own any Shares.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares. Mr. Cordingley and Mr. Pedigo each
have the sole power to vote and sole power to dispose of
their respective shares.
(c) Transactions effected during the past sixty days.
-------------------------------------------------
i. Bruce A. Cordingley
a. On October 20, 1995 sold 5,000 Shares at $12.00
per Share.
b. On October 20, 1995 sold 13,000 Shares at
$11.375 per Share.
ii. Denise Cordingley
a. On October 20, 1995 sold 2,638 Shares at $11.375
per Share.
iii. Gerald K. Pedigo
a. On October 20, 1995 sold 5,000 Shares at $12.00
per Share.
b. On October 20, 1995 sold 10,000 Shares at
$11.375 per Share.
iv. Pedcor Investments, A Limited Liability Company
a. On October 20, 1995 sold 161,862 Shares at
$11.375 per Share.
b. On October 27, 1995 sold 9,000 Shares at $11.625
per Share.
All Shares were disposed of in open market transactions.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
After the sales described in Item 5 above, 167,717 of the Shares
owned by Pedcor are pledged to National City Bank, Indianapolis,
Indiana (the "Bank") as collateral security for obligations of
Pedcor to the Bank and as of the date hereof 35,717 of the Shares
owned by Pedcor and 4,887 of the Shares owned by Mr. Cordingley
SEC 1746 (12-91) Page 7 of 8
<PAGE>
are pledged pursuant to margin agreements with McDonald & Company
Securities, Inc.. There is no contract, arrangement,
understanding or relationship (legal or otherwise) between Pedcor,
Mr. Cordingley or Mr. Pedigo and any other person with respect to
the Shares, except for standard default and similar provisions
contained in the Pledge Agreement with the Bank and the margin
agreements with McDonald & Company Securities, Inc.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
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.
/s/ BRUCE A. CORDINGLEY
Date: October 27, 1995 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 8 of 8
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Fidelity Federal Bancorp
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 587-0320
8888 Keystone Crossing, Suite 900, Indianapolis, IN 46240
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 1, 1996
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 8
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 8 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 8
<PAGE>
Item 1. Security and Issuer
- ---------------------------
Common Stock, $1.00 par value (the "Shares")
Fidelity Federal Bancorp (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
I. Pedcor Investments, A Limited Liability Company
("Pedcor"), is organized under the laws of the State of
Wyoming, and is qualified to do business in Indiana. The
principal business of Pedcor is real estate oriented
investments. Its address is Pedcor Investments, A Limited
Liability Company, c/o Bruce A. Cordingley, 8888 Keystone
Crossing, Suite 900, Indianapolis, IN 46240.
Pedcor has never been convicted in a criminal proceeding
of any kind, nor has it ever been a party to a civil
proceeding of a judicial or administrative body.
II. (a) Bruce A. Cordingley (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company; chairman and director of the
Issuer; and executive officer and director of the
Issuer's subsidiaries).
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Investor, self-employed, (8888 Keystone Crossing,
Suite 900, Indianapolis, IN 46240).
(d) Mr. Cordingley has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mr. Cordingley has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Cordingley is a citizen of the United States.
III. (a) Gerald K. Pedigo (executive officer, director and
controlling person of Pedcor Investments, A Limited
Liability Company).
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Investor, self-employed.
SEC 1746 (12-91) Page 3 of 8
<PAGE>
(d) Mr. Pedigo has never been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Pedigo has not, during the last five years been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Pedigo is a citizen of the United States.
IV. (a) Denise Cordingley (wife of Bruce A. Cordingley).
(b) 5323 North Meridian Street, Indianapolis, IN 46208.
(c) Housewife.
(d) Mrs. Cordingley has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mrs. Cordingley has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mrs. Cordingley is a citizen of the United States.
V. (a) Sara A. Lentz.
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Property Management, President, Pedcor Management
Corp., President, Pedcor Affordable Management, Inc.
(d) Ms. Lentz has never been convicted in a criminal
proceeding (exluding traffic violations or similar
misdemeanors).
(e) Ms. Lentz has not, during the last five years been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
SEC 1746 (12-91) Page 4 of 8
<PAGE>
(f) Ms. Lentz is a citizen of the United States.
VI. (a) Phillip J. Stoffregen.
(b) 8888 Keystone Crossing, Suite 900, Indianapolis, IN
46240.
(c) Real estate development (executive officer and
director of Pedcor Investments, A Limited Liability
Company).
(d) Mr. Stoffregen has never been convicted in a
criminal proceeding (exluding traffic violations or
similar misdemeanors).
(e) Mr. Stoffregen has not, during the last five years
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction
resulting in a judgment, decree or final order
enjoining further violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Mr. Stoffregen is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
No securities have been acquired which are the subject of this
statement.
Item 4. Purpose of Transaction
- -------------------------------
All Shares are held for investment purposes. As described in Item
5(c) below, Pedcor has disposed of Shares, and Pedcor, Mr.
Cordingley and Mr. Pedigo may in the future dispose of additional
Shares, for a number of reasons, including, without limitation,
(i) to diversify their investment holdings, (ii) to make funds
available for personal expenditures (including the construction of
an addition to the home of Mr. and Mrs. Cordingley), (iii) to
reduce personal and/or business debt, and (iv) to take advantage
of other investment opportunities, including the opportunity to
invest in the securities of other financial institutions
(including the shares of closely held financial institutions
controlled by Pedcor, Mr. Cordingley, Mr. Pedigo, Mrs. Cordingley,
Ms. Lentz and/or Mr. Stoffregen). Effective March 1, 1996, Mr.
Cordingley resigned as chief executive officer of the Issuer in
order to devote more attention to his other business endeavors.
Mr. Cordingley remains as chairman of the Issuer and continues to
serve as chairman of Issuer's subsidiary, United Fidelity Bank,
fsb and as chairman and/or president of various subsidiaries of
United Fidelity Bank, fsb. Mr. Cordingley, Mrs. Cordingley, Mr.
Pedigo, Ms. Lentz and Mr. Stoffregen do not have, nor are they
aware of, any plans or proposals which relate to or would result
in:
SEC 1746 (12-91) Page 5 of 8
<PAGE>
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the
Issuer other than as described above;
(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 other than as described above, including any
plans or proposals to change the number or term of
directors (except for consideration of increasing the
board from eight members to nine members) or to fill any
existing vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(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 securities 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 securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 158,870 or 7.0% of the outstanding common stock
of Issuer (ii) Mr. Cordingley is 3,789 or 0.2% of the
outstanding common stock of Issuer (iii) Mr. Pedigo is
28,176 or 1.2% of the outstanding common stock of Issuer
(iv) Ms. Lentz is 2,000 or .01% of the outstanding common
stock of Issuer. Mrs. Cordingley and Mr. Stoffregen do not
presently own any Shares.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares. Mr. Cordingley, Mr. Pedigo and Ms.
Lentz each have the sole power to vote and sole power to
dispose of their respective shares.
SEC 1746 (12-91) Page 6 of 8
<PAGE>
(c) Transactions effected during the past sixty days.
-------------------------------------------------
By Pedcor Investments, A Limited Liability Company
a. On January 24, 1996 disposed of 264 Shares at
$15.8125 per Share.
b. On January 24, 1996 sold 8,000 Shares at $15.50
per Share.
c. On February 14, 1996 sold 2,000 Shares at $15.00
per Share.
d. On February 22, 1996 sold 4,500 Shares at $12.75
per Share.
e. On February 22, 1996 sold 7,800 Shares at $13.00
per Share.
All Shares were disposed of in open market transactions, except the
January 24, 1996 disposition of 264 Shares to an unrelated third party,
which were transferred as compensation for services rendered.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
After the sales described in Item 5 above, 126,617 of the Shares
owned by Pedcor are pledged to National City Bank, Indianapolis,
Indiana (the "Bank") as collateral security for obligations of
Pedcor to the Bank and as of the date hereof 31,653 of the Shares
owned by Pedcor and 3,537 of the Shares owned by Mr. Cordingley
are pledged pursuant to margin agreements with McDonald & Company
Securities, Inc.. There is no contract, arrangement,
understanding or relationship (legal or otherwise) between Pedcor,
Mr. Cordingley or Mr. Pedigo and any other person with respect to
the Shares, except for standard default and similar provisions
contained in the Pledge Agreement with the Bank and the margin
agreements with McDonald & Company Securities, Inc.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
None.
SEC 1746 (12-91) Page 7 of 8
<PAGE>
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.
/s/ BRUCE A. CORDINGLEY
Date: March 1, 1996 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 8 of 8
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Fidelity Federal Bancorp
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
299333104
- -------------------------------------------------------------------------------
(CUSIP Number)
Pedcor Investments, A Limited Liability Company
Bruce A. Cordingley (317) 587-0320
8888 Keystone Crossing, Suite 900, Indianapolis, IN 46240
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 5, 1996
- -------------------------------------------------------------------------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SEC 1746 (12-91) Page 1 of 5
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 5 PAGES
---------
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 5
<PAGE>
Item 1. Security and Issuer
- ----------------------------
Common Stock, $1.00 par value (the "Shares")
Fidelity Federal Bancorp (the "Issuer"),
18 N.W. Fourth Street, Evansville, Indiana 47708
Item 2. Identity and Background
- --------------------------------
Unchanged from Amendment 5
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
Unchanged from Amendment 5
Item 4. Purpose of Transaction
- -------------------------------
Unchanged from Amendment 5
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a) The aggregate number of Shares beneficially owned by (i) Pedcor
is 150,089 or 6.0% of the outstanding common stock of Issuer
(ii) Mr. Cordingley is 317 or 0.01% of the outstanding
common stock of Issuer (iii) Mr. Pedigo is 30,992 or 1.2% of
the outstanding common stock of Issuer (iv) Ms. Lentz is
2,220 or .1% of the outstanding common stock of the Issuer.
Mrs. Cordingley and Mr. Stoffregen do not presently own any
Shares.
(b) Pedcor has sole power to vote and sole power to dispose of
all of its Shares. Mr. Cordingley, Mr. Pedigo and Ms. Lentz
each have the sole power to vote and sole power to dispose
of their respective Shares.
(c) Transactions effected during the past sixty days.
-------------------------------------------------
By Pedcor Investments, A Limited Liability Company:
a. On May 14,1996 sold 1,000 Shares at $12.25 per
Share.
b. On May 14, 1996 disposed of 1,000 Shares at $12.75
per Share.
c. On May 22, 1996 disposed of 2,000 Shares at $12.75
per Share.
d. On May 23, 1996 sold 10,300 Shares at $12.25 per
Share.
e. On May 28, 1996 disposed of 165 Shares at $12.375
per Share.
SEC 1746 (12-91) Page 3 of 5
<PAGE>
f. On May 28, 1996 sold 2,100 Shares at $12.125 per
Share.
g. On June 5, 1996 sold 2,750 Shares at $11.94 per
Share.
All Shares were disposed of in open market transactions, except the second
May 14, 1996 disposition of 1,000 Shares, the May 22 disposition of 2,000
Shares and the May 28, 1996 disposition of 165 Shares, all to the same
unrelated third party, which were transferred as compensation for services
rendered.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts Arrangements, Understanding or Relationships with
- -----------------------------------------------------------------------
Respect to Securities of the Issuer
- -----------------------------------
Unchanged from Amendment 5
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Unchanged from Amendment 5
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
SEC 1746 (12-91) Page 4 of 5
<PAGE>
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.
/s/ BRUCE A. CORDINGLEY
Date: July 3, 1996 -----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 5 of 5
