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 161,432 shares of Common Stock of the Company acquired at an aggregate cost of $1,711,869.
The amount of funds expended by Financial Edge Fund to acquire the 74,995 shares of Common Stock it holds in its name is $799,391. 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 34,761 shares of Common Stock it holds in its name is $382,167. 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 40,433 shares of Common Stock it holds in its name is $485,505. 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 11,243 shares of Common Stock it holds in its name is $44,806. 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 other than Goodbody/PL LP.
Item 4. | Purpose of Transaction |
This is the PL Capital Group’s initial Schedule 13D filing. The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued. On December 29, 2010, the Common Stock closed at $4.00, which equals 36% of the Company’s most recently reported tangible book value of $11.00 (as of September 30, 2010 per SNL Financial LLC).
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, which appear to be excessive given the size of the Company, (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.
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.
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 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.
CUSIP No. 023613102 | Page 14 of 19 Pages |
Item 5. | Interest in Securities of the Company |
The percentages used in this 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 November 12, 2010 in its most recent Quarterly Report on Form 10-Q , which was filed with the Securities and Exchange Commission on November 15, 2010. 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 | |
| | | | | | | | | | | | |
12/17/2010 | | | 100 | | | $ | 3.80 | | | $ | 430 | |
12/31/2010 | | | 1700 | | | $ | 3.86 | | | $ | 6,506 | |
(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 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 | |
| | | | | | | | | | | | |
12/31/2010 | | | 500 | | | $ | 3.86 | | | $ | 1,978 | |
(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 | |
| | | | | | | | | | | | |
12/31/2010 | | | 500 | | | $ | 3.86 | | | $ | 1,978 | |
(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 | |
| | | | | | | | | | | | |
12/28/2010 | | | 10,743 | | | $ | 3.97 | | | $ | 42,828 | |
12/31/2010 | | | 500 | | | $ | 3.86 | | | $ | 1,978 | |
(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
CUSIP No. 023613102 | Page 16 of 19 Pages |
to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.
(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.
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 |
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: January 4, 2011
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 W. Palmer |
| John W. Palmer |
| |
By: | /s/ Richard J. Lashley |
| Richard J. Lashley |