CUSIP No. 023613102
Page 1 of 19 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
AMERIANA BANCORP
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
023613102
(CUSIP Number)
Mr. Richard Lashley
PL Capital, LLC
20 E. Jefferson Ave.
Suite 22
Naperville, IL 60540
973-360-1666
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2012
(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 .
| CUSIP No. 023613102 | Page 2 of 19 Pages |
| 1 | NAME OF REPORTING PERSON Financial Edge Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC, OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 92,207 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 92,207 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,207 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% |
| 14 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 023613102 | Page 3 of 19 Pages |
| 1 | NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) T (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC, OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 38,261 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 38,261 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,261 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% |
| 14 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 023613102 | Page 4 of 19 Pages |
| 1 | NAME OF REPORTING PERSON Goodbody/PL Capital, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) T (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC, OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 47,453 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 47,453 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,453 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% |
| 14 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 023613102 | Page 5 of 19 Pages |
| 1 | NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) T (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS WC, OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 26,982 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 26,982 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,982 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9% |
| 14 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 023613102 | Page 6 of 19 Pages |
| 1 | NAME OF REPORTING PERSON PL Capital, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) T (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 157,450 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 157,450 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 157,450 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% |
| 14 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 023613102 | Page 7 of 19 Pages |
| 1 | NAME OF REPORTING PERSON PL Capital Advisors, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) T (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 204,903 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 204,903 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,903 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% |
| 14 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 023613102 | Page 8 of 19 Pages |
| 1 | NAME OF REPORTING PERSON Goodbody/PL Capital, LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) T (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 47,453 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 47,453 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,453 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6% |
| 14 | TYPE OF REPORTING PERSON PN |
| CUSIP No. 023613102 | Page 9 of 19 Pages |
| 1 | NAME OF REPORTING PERSON John W. Palmer |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) T (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 204,903 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 204,903 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,903 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 023613102 | Page 10 of 19 Pages |
| 1 | NAME OF REPORTING PERSON Richard J. Lashley |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) T (b) o |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS AF |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 204,903 |
| 9 | SOLE DISPOSITIVE POWER 0 |
| 10 | SHARED DISPOSITIVE POWER 204,903 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 204,903 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | T |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% |
| 14 | TYPE OF REPORTING PERSON IN |
| CUSIP No. 023613102 | Page 11 of 19 Pages |
| Item 1. | Security and Issuer |
This Amended Schedule 13D relates to the common stock, $1.00 par value (“Common Stock”), of Ameriana Bancorp (the “Company” or “Ameriana”). The address of the principal executive offices of the Company is 2118 Bundy Avenue, New Castle, IN 47362-1048.
| Item 2. | Identity and Background |
This Amended Schedule 13D is being filed jointly by the parties identified below. All of the filers of this Amended Schedule 13D are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group is attached as Exhibit 1 to the original Schedule 13D filed on January 4, 2011.
| ● | Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”) |
| ● | Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”) |
| ● | PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”) |
| ● | PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund (“PL Capital”) |
| ● | PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”) |
| ● | Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”) |
| ● | Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”) |
| ● | John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC |
(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:
| (1) | shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund; |
| CUSIP No. 023613102 | Page 12 of 19 Pages |
| (2) | shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP; and |
| (3) | shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP. |
The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.
The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal business is investments.
(d) During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
(f) All of the individuals who are members of the PL Capital Group are citizens of the United States.
| Item 3. | Source and Amount of Funds or Other Consideration |
In aggregate, the PL Capital Group owns 204,903 shares of Common Stock of the Company acquired at an aggregate cost of $1,946,600.
The amount of funds expended by Financial Edge Fund to acquire the 92,207 shares of Common Stock it holds in its name is $877,443. Such funds were provided from Financial Edge Fund’s available capital and from time to time from margin loans provided by BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”).
The amount of funds expended by Financial Edge Strategic to acquire the 38,261 shares of Common Stock it holds in its name is $398,352. Such funds were provided from Financial Edge Strategic’s available capital and from time to time from margin loans provided by BNP Paribas.
| CUSIP No. 023613102 | Page 13 of 19 Pages |
The amount of funds expended by Goodbody/PL LP to acquire the 47,453 shares of Common Stock it holds in its name is $529,669. Such funds were provided from Goodbody/PL LP’s available capital and from time to time from margin loans provided by BNP Paribas.
The amount of funds expended by Focused Fund to acquire the 26,982 shares of Common Stock it holds in its name is $141,136. Such funds were provided from Focused Fund’s available capital and from time to time from margin loans provided by BNP Paribas.
Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firm’s usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing no member of the PL Capital Group has margin or other loans outstanding secured by Common Stock.
| Item 4. | Purpose of Transaction |
This is the PL Capital Group’s first amendment to its Schedule 13D filing. The PL Capital Group owns 6.9% of the Company’s Common Stock, based upon the Company’s aggregate outstanding common shares as of August 9, 2012. PL Capital Group’s intent is to influence the policies of the Company and assert PL Capital Group’s stockholder rights.
The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued. On September 17, 2012, the Common Stock traded at $6.32, which is approximately 56% of the Company’s most recently reported tangible book value as of June 30, 2012.
The PL Capital Group plans to have discussions with management of Ameriana about, among other things, how they plan to: (1) reduce non-performing assets and minimize the negative impact of credit losses, (2) reduce overhead expenses, (3) manage the capital structure of the holding company and the bank, including the $10 million of trust preferred securities issued by the Company, and (4) maximize the value of the Common Stock, including consideration of a business combination.
Members of the PL Capital Group may make further purchases of shares of Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.
| CUSIP No. 023613102 | Page 14 of 19 Pages |
To the extent the actions described herein may be deemed to constitute influencing, or seeking to influence, the control of the Company for purposes of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose. Except as noted in this Amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any change in control of the Company or any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.
| Item 5. | Interest in Securities of the Company |
The percentages used in this Amended Schedule 13D are calculated based upon 2,988,952 outstanding shares of Common Stock. This is the number of shares of Common Stock that the Company reported as outstanding as of August 9, 2012 in its most recent Quarterly Report on Form 10-Q , which was filed with the Securities and Exchange Commission on August 9, 2012. The PL Capital Group’s transactions in the Common Stock within the past 60 days of the date of this filing are as follows:
(A) Financial Edge Fund
(a)-(b) See cover page.
(c) Financial Edge Fund made the following purchases of Common Stock within the past 60 days of the date of this filing:
| Date | Number of Shares Purchased | Price Per Share | Total Cost |
| 8/10/2012 | 1,400 | $6.33 | $8,934 |
| 8/13/2012 | 1,210 | $6.34 | $7,730 |
| 8/14/2012 | 1,000 | $6.35 | $6,400 |
(d) Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.
(B) Financial Edge Strategic
(a)-(b) See cover page.
(c) Financial Edge Strategic made no purchases or sales of Common Stock within the past 60 days of the date of this filing.
(d) Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.
| CUSIP No. 023613102 | Page 15 of 19 Pages |
(C) Goodbody/PL LP
(a)-(b) See cover page.
(c) Goodbody/PL LP made the following purchases of Common Stock within the past 60 days of the date of this filing.
| Date | Number of Shares Purchased | Price Per Share | Total Cost |
| 9/12/2012 | 7,020 | $6.25 | $44,165 |
(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.
(D) Focused Fund
(a)-(b) See cover page.
(c) Focused Fund made the following purchases of Common Stock within the past 60 days of the date of this filing:
| Date | Number of Shares Purchased | Price Per Share | Total Cost |
| 8/3/2012 | 5,000 | $6.15 | $30,960 |
| 8/8/2012 | 9,402 | $6.25 | $59,139 |
| | | | |
(d) PL Capital is the general partner of Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital.
(E) PL Capital
(a)-(b) See cover page.
(c) PL Capital has made no purchases or sales of Common Stock directly.
(d) PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.
| CUSIP No. 023613102 | Page 16 of 19 Pages |
(F) PL Capital Advisors
(a)-(b) See cover page.
(c) PL Capital Advisors has made no purchases or sales of Common Stock directly.
(d) PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.
(G) Goodbody/PL LLC
(a)-(b) See cover page.
(c) Goodbody/PL LLC has made no purchases or sales of Common Stock directly.
(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.
(H) Mr. John W. Palmer
(a)-(b) See cover page.
(c) Mr. Palmer made no purchases or sales of Common Stock within the past 60 days of the date of this filing.
(I) Mr. Richard J. Lashley
(a)-(b) See cover page.
(c) Mr. Lashley made no purchases or sales of Common Stock within the past 60 days of the date of this filing.
| CUSIP No. 023613102 | Page 17 of 19 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company |
With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund: PL Capital and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP: Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.
Other than the foregoing agreements and the Joint Filing Agreement filed as Exhibit 1 to the initial Schedule 13D filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit No. | Description |
| | |
| 1 | Joint Filing Agreement* |
| ___________________ |
| * Previously filed. |
| | |
| CUSIP No. 023613102 | Page 18 of 19 Pages |
SIGNATURES
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: September 18, 2012
FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member |
FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member |
PL CAPITAL/FOCUSED FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member |
| CUSIP No. 023613102 | Page 19 of 19 Pages |
GOODBODY/PL CAPITAL, L.P. By: GOODBODY/PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member |
GOODBODY/PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member |
PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member |
PL CAPITAL ADVISORS, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member |
By: /s/ John Palmer John W. Palmer |
By: /s/ Richard Lashley Richard J. Lashley |
