UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
FIDELITY FEDERAL BANCORP
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(Name of the Issuer)
Donald R. Neel
President and Chief Executive Officer
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(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
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(Title of Class of Securities)
315921106
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(CUSIP Number of Class of Securities)
FIDELITY FEDERAL BANCORP
18 NW Fourth Street
Evansville, Indiana 47708
(317) 424-0921
WITH COPIES TO:
Timothy M. Harden, Esq.
John W. Tanselle, Esq
Krieg DeVault LLP
One Indiana Square, Suite 2800
Indianapolis, Indiana 46204
(317) 636-4341
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(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
[ ] a. The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities Act of 1933.
[ ] c. A tender offer.
[X] d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Check the following box if this is a final amendment reporting the results of
the transaction.
CALCULATION OF FILING FEE
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TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2)
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$2,000,000.00 $ 400.00
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(1) Pursuant to Rule 0-11(b) under the Securities Exchange Act of 1934, as
amended, the value of the securities proposed to be acquired consists of the
estimated $2,000,000.00 of cash to be paid in lieu of the issuance of fractional
shares of common stock in the reverse stock split.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals one-fiftieth of one percent
of the cash to be paid in lieu of fractional shares.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount previously paid: $
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Form or registration no.:
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Filing party: Date filed:
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Table of Contents
ITEM 1. SUMMARY TERM SHEET.....................................................2
ITEM 2. SUBJECT COMPANY INFORMATION............................................2
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON...........................2
ITEM 4. TERMS OF THE TRANSACTION...............................................3
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS...............3
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.....................3
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS............................3
ITEM 8. FAIRNESS OF THE TRANSACTION............................................3
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.................4
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.....................4
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.........................4
ITEM 12. THE SOLICITATION OR RECOMMENDATION....................................4
ITEM 13. FINANCIAL INFORMATION.................................................4
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED...............5
ITEM 15. ADDITIONAL INFORMATION................................................5
ITEM 16. EXHIBITS..............................................................5
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INTRODUCTION
This Rule 13E-3 Transaction Statement (this "Schedule 13E-3") is being
filed by Fidelity Federal Bancorp (the "Company") in connection with a proposed
going private transaction, in which the Company will effect a 1-for-30,000
reverse stock split of its common stock, no par value. In the reverse stock
split, the holders of the Company's common stock will receive one share of
common stock for each 30,000 shares they hold immediately prior to the effective
date of the reverse stock split. Those shareholders who, immediately following
the reverse stock split, would hold only a fraction of a share of Company common
stock will, in lieu thereof, be paid an amount, in cash, equal to $1.85 times
such fraction of a share and will no longer be shareholders of the Company.
Completion of the reverse stock split will result in the Company having less
than 300 shareholders of its common stock, enabling it to elect to terminate the
registration of its common stock pursuant to Section 12(g) of the Securities
Exchange Act of 1934.
Following the reverse stock split, the Company will conduct a 2,500 for 1
forward stock split for those shareholders who, following the reverse stock
split, continue to hold at least one whole share of Company common stock. The
Company does not intend to issue any fractional shares of stock as a result of
the forward stock split. Each shareholder who would otherwise be entitled to a
fractional share of common stock of the Company following the forward stock
split will, in lieu thereof, be paid an amount, in cash, equal to $22.20 times
such fraction of a share.
Under Indiana law and the Articles of Incorporation of the Company, the
Board of Directors of the Company may amend the Company's Articles of
Incorporation to conduct both the reverse stock split and the forward stock
split without the approval of the shareholders. Therefore, the Company is not
seeking shareholder approval for these actions and no vote is sought in
connection with these actions. The reverse stock split and the forward stock
split will be conducted upon the terms and subject to the conditions set forth
in the Company's going private disclosure document (the "Disclosure Document").
The information contained in the Disclosure Document, including all annexes
thereto, is hereby expressly incorporated herein by reference. Capitalized terms
used but not defined herein shall have the meanings given to them in the
Disclosure Document.
All references to subsections in the Items below are to the subsection of
the applicable Item in Regulation M-A.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This Schedule 13E-3 and the documents incorporated herein by reference
contain certain statements that are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended. Those statements may include
statements regarding the intent, belief or current expectations of the Company
or its officers with respect to (i) the Company's strategic plans and ability to
benefit from this transaction, (ii) the policies of the Company regarding
capital expenditures, dividends, financing and other matters, (iii) industry
trends affecting the Company's financial condition or results of operations,
(iv) the expenses associated with this transaction, and (v) the number of
shareholders following the transaction. Readers of this document as well as the
documents incorporated herein by reference are cautioned that reliance on any
forward-looking statement involves risks and uncertainties. Although the Company
believes that the assumptions on which the forward-looking statements contained
herein are based are reasonable, any of those
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assumptions could prove to be inaccurate given the inherent uncertainties as to
the occurrence or nonoccurrence of future events. There can be no assurance that
the forward looking statements contained in this document will prove to be
accurate. The inclusion of a forward-looking statement herein should not be
regarded as a representation by the Company that the Company's objectives will
be achieved.
ITEM 1. SUMMARY TERM SHEET. The information set forth in the Disclosure Document
under the caption "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. Fidelity Federal Bancorp is the subject company of
this Schedule 13E-3. The principal office of the Company is located at 18 NW
Fourth Street, Evansville, Indiana 47708, and the Company's telephone number is
(812) 424-0921.
(b) Securities. As of September 30, 2004, the Company had 10,999,871 shares
of no par value common stock issued and outstanding.
(c) Trading Market and Price. The information contained in the Disclosure
Document under the caption "Summary Financial Information -- Market Prices and
Dividend Information" is incorporated herein by reference.
(d) Dividends. The information contained in the Disclosure Document under
the caption "Summary Financial Information -- Market Prices and Dividend
Information" is hereby incorporated by reference.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. None.
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON.
(a) Name and Address. Fidelity Federal Bancorp, the subject company, is the
filing person of this Schedule 13E-3. The Company's business address is 18 NW
Fourth Street, Evansville, Indiana 47708, and the Company's telephone number is
(812) 424-0921. The name of each director and executive officer of the Company
is incorporated herein by reference to the section of the Company's Proxy
Statement, filed with the United States Securities and Exchange Commission (the
"SEC") on March 29, 2004 (the "2004 Proxy Statement"), captioned "Information
Concerning Nominees, Directors and Executive Officers". The address of each of
the directors and executive officers is 18 NW Fourth Street, Evansville, Indiana
47708.
(b) Business and Background of Entities. Not applicable.
(c) Business and Background of Natural Persons.
(1) and (2) The name and business background of each director and executive
officer of the Company is incorporated herein by reference to the section of the
2004 Proxy Statement captioned "Information Concerning Nominees, Directors and
Executive Officers". The address of each of the directors and executive officers
is 18 NW Fourth Street, Evansville, Indiana 47708.
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(3) During the last five years, neither the Company nor, to its knowledge,
any of the directors or executive officers thereof has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(4) During the last five years, neither the Company nor, to its knowledge,
any of the directors or executive officers of the Company was a party to any
judicial or administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or final
order enjoining such person from further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of those laws.
(5) All directors and executive officers of the Company are citizens of the
United States of America.
ITEM 4. TERMS OF THE TRANSACTION.
(a) and (c) - (f) Material Terms; Different Terms; Appraisal Rights;
Provisions for Unaffiliated Security Holders; and Eligibility for Listing or
Trading. The information set forth in the Disclosure Document under the captions
"Summary Term Sheet" and "Special Factors" is incorporated herein by reference.
(f) Eligibility for Listing or Trading. Not Applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) - (c) Transactions; Significant Corporate Events; Negotiations or
Contacts. The information set forth in the 2004 Proxy Statement under the
caption "Certain Transactions and Other Matters Between Management and Fidelity"
is incorporated herein by reference.
(e) Agreements Involving the Subject Company's Securities. None.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) and (c)(1) - (c)(8) Use of Securities Acquired and Plans. The
information set forth in the Disclosure Document under the captions "Special
Factors -- Going Private Transaction; Purposes" and "Special Factors -- Certain
Effects of the Transaction" is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a) - (d) Purposes; Alternatives; Reasons; and Effects. The information set
forth in the Disclosure Document under the captions "Summary Term Sheet -- Going
Private Transaction; Purposes"; "Summary Term Sheet -- Reasons for the
Transaction"; "Summary Term Sheet -- Effect on Market for Shares"; "Summary Term
Sheet -- Federal Tax Consequences"; "Special Factors -- Going Private
Transaction; Purposes"; "Special Factors -- Reasons for the Transaction"; and
"Special Factors -- Certain Effects on the Transaction" is incorporated herein
by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (e) Fairness; Factors Considered in Determining Fairness; Approval of
Security Holders; Unaffiliated Representative; Approval of Directors. The
information set forth in the Disclosure Document
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under the captions "Summary Term Sheet -- Fairness of the Transaction and
Fairness Opinion"; "Summary Term Sheet -- Shareholder Approval"; "Special
Factors -- Fairness of the Transaction"; and "Special Factors -- Fairness
Opinion of Financial Advisor" is incorporated herein by reference.
(f) Other Offers. Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) - (c) Reports; Opinion or Appraisal; Preparer and Summary of the
Report, Opinion or Appraisal; Availability of Documents. The information set
forth in the Disclosure Document under the captions "Summary Term Sheet --
Fairness of the Transaction and Fairness Opinion"; "Special Factors -- Fairness
of the Transaction"; and "Special Factors -- Fairness Opinion of Financial
Advisor" is incorporated herein by reference.
The opinion of Professional Bank Services is attached as Annex A to the
Disclosure Document and is incorporated herein by reference to the Disclosure
Document. The opinion of Professional Bank Services will be made available at
the Company's executive office during regular business hours for inspection and
copying by any interested stockholder of the Company or representative who has
been so designated in writing.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) - (f) Sources of Funds; Conditions; Expenses; Borrowed Funds. The
information set forth in the Disclosure Document under the caption "Special
Factors - Fees and Expenses" is incorporated herein by reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information set forth in the 2004 Proxy
Statement under the captions "Security Ownership of Certain Beneficial Owners
and Management" and "Beneficial Ownership" is incorporated herein by reference.
(b) Securities Transactions. None.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(a) Intent to Tender or Vote in a Going-Private transaction. Not Applicable
(e) Recommendation of Others. Not Applicable.
ITEM 13. FINANCIAL INFORMATION.
(a) Financial information. The Company's audited financial statements and
unaudited interim financial statements required by Item 1010(a) of Regulation
M-A are incorporated by reference into the Disclosure Document from the
Company's Annual Report on Form 10-K for the year ended December 31, 2003 and
from the Company's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 2004. The information set forth under the caption "Selected
Financial Data" in the Disclosure Document is incorporated herein by reference.
(b) Pro forma information. The information set forth in the Disclosure
Document under the
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caption "Summary Financial Information -- Summary Pro Forma Financial
Information" is incorporated herein by reference.
Information incorporated herein by reference to the Company's Annual Report
on Form 10-K has been filed by the Company with the SEC as stated above. You may
obtain copies of these reports, statements or other information that the Company
files from the Public Reference Section of the SEC at 450 Fifth Street N.W.,
Washington D.C. 20549 at prescribed rates. Copies of such materials may also be
accessed through the SEC's Internet site at www.sec.gov.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) - (b) Solicitations or Recommendations; Employees or Corporate Assets.
Not applicable.
ITEM 15. ADDITIONAL INFORMATION.
(b) Other material information. The information set forth in the Disclosure
Document and each Appendix thereto is incorporated herein by reference.
ITEM 16. EXHIBITS.
(a) The Disclosure Document.
(b) Not applicable.
(c) The opinion of Professional Bank Services, dated November 9, 2004, is
attached as Annex A to the Disclosure Document. The Common Stock Fair Value
Appraisal prepared by Professional Bank Services will be filed as an amendment
to this Schedule 13E-3, dated November 15, 2004.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
By: /s/ Donald R. Neel
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Title: President and CEO
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Name: Donald R. Neel
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Date: November 15, 2004
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