UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Fidelity Federal Bancorp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
299333104
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(CUSIP Number)
Bruce A. Cordingley (317) 587-0320
c/o Pedcor Investments, A Limited Liability Company
8888 Keystone Crossing, Suite 900, Indianapolis, Indiana 46240
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 7, 1997
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(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
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pedcor Investments, A Limited Liability Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC of Pedcor Investments, A Limited Liability Company & PF of Bruce A.
Cordingley, Gerald K. Pedigo and Sara A. Lentz
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming, qualified to do business in Indiana
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7 SOLE VOTING POWER
NUMBER OF
86,303
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
86,303
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Pedcor Investments, A Limited Liability Company - 52,774; Bruce A.
Cordingley - 317; Gerald K. Pedigo - 30,992; Sara A. Lentz - 2,220
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.41%
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14 TYPE OF REPORTING PERSON*
OO (Limited Liability Company)
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 6
<PAGE>
Schedule 13D Amendment 8
Fidelity Federal Bancorp
Bruce A. Cordingley
c/o Pedcor Investments, A Limited Liability Company
January 20, 1997
Page 1
Item 1. Security and Issuer
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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
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Unchanged from Amendment 7
Item 3. Source and Amount of Funds or Other Consideration
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Unchanged from Amendment 7
Item 4. Purpose of Transaction
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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. On December 5, 1996 the Issuer 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"). The 110,000 Shares
registered under the Registration Statement are Shares owned by
Pedcor.
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;
SEC 1746 (12-91) Page 3 of 6
<PAGE>
Schedule 13D Amendment 8
Fidelity Federal Bancorp
Bruce A. Cordingley
c/o Pedcor Investments, A Limited Liability Company
January 20, 1997
Page 2
(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
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(a) The aggregate number of Shares beneficially owned by (i)
Pedcor is 52,774 or 2.1% 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.
SEC 1746 (12-91) Page 4 of 6
<PAGE>
Schedule 13D Amendment 8
Fidelity Federal Bancorp
Bruce A. Cordingley
c/o Pedcor Investments, A Limited Liability Company
January 20, 1997
Page 3
(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.
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By Pedcor Investments, A Limited Liability Company:
a. On November 25, 1996 sold 2,000 Shares at $10.00
per Share.
b. On November 29, 1996 sold 10,300 Shares at $10.00
per Share.
c. On December 13, 1996 sold 15,000 Shares at $9.00
per Share.
d. On December 16, 1996 sold 7,500 Shares at $9.50
per Share.
e. On December 26, 1996 sold 10,000 Shares at $9.125
per Share.
f. On January 2, 1997 sold 10,000 Shares at $9.375
per Share.
f. On January 7, 1997 sold 10,000 Shares at $9.375
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
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Respect to Securities of the Issuer
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After the sales described in Item 5 above, 44,583 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 4,708
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. In addition, 3,483 of the Shares owned
by Pedcor have been deposited in escrow with Spring Mountain
SEC 1746 (12-91) Page 5 of 6
<PAGE>
Schedule 13D Amendment 8
Fidelity Federal Bancorp
Bruce A. Cordingley
c/o Pedcor Investments, A Limited Liability Company
January 20, 1997
Page 4
Escrow Company pursuant to an Escrow Agreement dated November,
1995 (the "Escrow Agreement"), as security for the purchase of
stock in Flagship Bank, fsb. There is no contract, arrangement,
understanding or relationship (legal or otherwise) between Pedcor,
Mr. Cordingley, Mr. Pedigo or Ms. Lentz and any other person with
respect to the Shares, except for the Escrow Agreement and
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
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Unchanged from Amendment 7
Signature
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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: January 20, 1997 /s/ BRUCE A. CORDINGLEY
-----------------------------------------------
Bruce A. Cordingley, President
Pedcor Investments, A Limited Liability Company
SEC 1746 (12-91) Page 6 of 6
