CUSIP No. 047042106
|
Page 1 of 24 Pages
|
CUSIP No. 047042106
|
Page 2 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
57,553
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
57,553
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,553
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 047042106
|
Page 3 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Financial Edge—Strategic Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
20,250
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
20,250
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,250
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 047042106
|
Page 4 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital Focused Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
21,050
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
21,050
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,050
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 047042106
|
Page 5 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
4,384
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
4,384
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,384
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 047042106
|
Page 6 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
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
98,853
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
98,853
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,853
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 047042106
|
Page 7 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
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
4,384
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
4,384
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,384
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 047042106
|
Page 8 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
PL Capital Advisors, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
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)
|
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
103,237
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
103,237
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,237
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 047042106
|
Page 9 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
John W. Palmer
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF, PF
|
|||
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
41,000
|
||
8
|
SHARED VOTING POWER
103,237
|
|||
9
|
SOLE DISPOSITIVE POWER
41,000
|
|||
10
|
SHARED DISPOSITIVE POWER
103,237
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,237
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 047042106
|
Page 10 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Richard J. Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
AF, PF
|
|||
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
109,737
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
109,737
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,737
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 047042106
|
Page 11 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Beth Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF
|
|||
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
5,000
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
5,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 047042106
|
Page 12 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
Robin Lashley
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS
PF
|
|||
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
1,500
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
1,500
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<0.1%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
CUSIP No. 047042106
|
Page 13 of 24 Pages
|
1
|
NAME OF REPORTING PERSON
John Palmer as Custodian for Jack Palmer Under the Illinois Uniform Transfer to Minors Act
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(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
IL
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
18,400
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
18,400
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,400
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 047042106
|
Page 14 of 24 Pages
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
|
·
|
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 (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;
|
|
·
|
PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P.;
|
|
·
|
Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);
|
|
·
|
Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;
|
|
·
|
John W. Palmer, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC; (2) an individual; and (3) Custodian for Jack Palmer Under the Illinois Uniform Transfer to Minors Act (“Jack Palmer UTMA”).
|
|
·
|
Jack Palmer UTMA, of which Mr. Palmer’s minor child, Jack Palmer, is the beneficiary;
|
|
·
|
Richard Lashley, as (1) a Managing Member of PL Capital, PL Capital Advisors and Goodbody/PL LLC; (2) an individual; and (3) holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister;
|
CUSIP No. 047042106
|
Page 15 of 24 Pages
|
|
·
|
Beth Lashley, as an individual; and
|
|
·
|
Dr. Robin Lashley, as an individual.
|
|
(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 (A) PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors, the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;
|
|
(2)
|
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 (A) Goodbody/PL LLC, the General Partner of Goodbody/PL LP and (B) PL Capital Advisors, the investment advisor for Goodbody/PL LP;
|
|
(3)
|
shares of Common Stock held by Mr. Palmer as (A) an individual; and (B) as Custodian for the Jack Palmer UTMA;
|
|
(4)
|
shares of Common Stock held by Mr. Lashley as: (A) an individual jointly with his spouse Beth Lashley; (B) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley; and
|
|
(5)
|
shares of Common Stock held by Beth Lashley as an individual jointly with her spouse Richard Lashley.
|
CUSIP No. 047042106
|
Page 16 of 24 Pages
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
CUSIP No. 047042106
|
Page 17 of 24 Pages
|
Item 4.
|
Purpose of Transaction
|
CUSIP No. 047042106
|
Page 18 of 24 Pages
|
Item 5.
|
Interest in Securities of the Company
|
(A)
|
Financial Edge Fund
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Financial Edge Fund made the following purchases, and no sales, of Common Stock in the past 60 days:
|
Date
|
Number of Shares Purchased
|
Price Per Share
|
Total Cost
|
08/09/2011
|
2,300
|
$11.25
|
$25,925
|
08/10/2011 | 2,111 | $11.47 | $24,266 |
|
(d)
|
Because Messrs. Palmer and 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. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Financial Edge Fund holds.
|
(B)
|
Financial Edge Strategic
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Financial Edge Strategic made the following purchase, and no sales, of Common Stock in the past 60 days:
|
Date
|
Number of Shares Purchased
|
Price Per Share
|
Total Cost
|
08/08/2011
|
2,550
|
$10.50
|
$26,821
|
08/09/2011 | 3,000 | $11.25 | $33,780 |
|
(d)
|
Because Messrs. Palmer and 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. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Financial Edge Strategic holds.
|
CUSIP No. 047042106
|
Page 19 of 24 Pages
|
(C)
|
Goodbody/PL LP
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Goodbody/PL LP made no purchases or sales of Common Stock in the past 60 days.
|
|
(d)
|
Goodbody/PL LLC is the General Partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over 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, and no sales, of Common Stock in the past 60 days:
|
Date
|
Number of Shares Purchased
|
Price Per Share
|
Total Cost
|
08/09/2011
|
2,000
|
$11.25
|
$22,550
|
|
(d)
|
Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the General Partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock that Focused Fund holds.
|
(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 and Financial Edge Strategic. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital over the shares of Common Stock held by Financial Edge Fund and Financial Edge Strategic.
|
CUSIP No. 047042106
|
Page 20 of 24 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, Focused Fund and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with PL Capital Advisors over the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.
|
(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 Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power over the shares of Common Stock held by Goodbody/PL LP.
|
(H)
|
John W. Palmer
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Mr. Palmer made no purchases or sales of Common Stock in the past 60 days from the date this Schedule 13D was filed.
|
(I)
|
Richard J. Lashley
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Mr. Lashley made no purchases or sales of Common Stock in the past 60 days.
|
(J)
|
Dr. Robin Lashley
|
(a)-(b)
|
See cover page.
|
CUSIP No. 047042106
|
Page 21 of 24 Pages
|
|
(c)
|
Dr. Lashley made no purchases or sales of Common Stock in the past 60 days.
|
(K)
|
Jack Palmer UTMA
|
(a)-(b)
|
See cover page.
|
|
(c)
|
The Jack Palmer UTMA made no purchases or sales of Common Stock in the past 60 days.
|
(L)
|
Beth Lashley
|
(a)-(b)
|
See cover page.
|
|
(c)
|
Beth Lashley made no purchases or sales of Common Stock in the past 60 days.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement.
|
CUSIP No. 047042106
|
Page 22 of 24 Pages
|
FINANCIAL EDGE FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
FINANCIAL EDGE-STRATEGIC FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL FOCUSED FUND, L.P.
|
|||
By: | PL CAPITAL, LLC | ||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
CUSIP No. 047042106
|
Page 23 of 24 Pages
|
GOODBODY/PL CAPITAL, L.P.
|
|||
By:
|
GOODBODY/PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
GOODBODY/PL CAPITAL, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL ADVISORS, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
JOHN W. PALMER AS CUSTODIAN FOR JACK PALMER UNDER THE ILLINOIS UNIFORM TRANSFER TO MINORS ACT
|
|||
By:
|
/s/ John W. Palmer
|
||
John W. Palmer
|
|||
Custodian
|
CUSIP No. 047042106
|
Page 24 of 24 Pages
|
By:
|
/s/ John W. Palmer
|
John W. Palmer
|
|
By:
|
/s/ Richard J. Lashley
|
Richard J. Lashley
|
|
By:
|
/s/ Robin Lashley
|
Robin Lashley
|
|
By: |
/s/ Beth Lashley
|
Beth Lashley
|
FINANCIAL EDGE FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
FINANCIAL EDGE-STRATEGIC FUND, L.P.
|
|||
By:
|
PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL FOCUSED FUND, L.P.
|
|||
By: | PL CAPITAL, LLC | ||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
GOODBODY/PL CAPITAL, L.P.
|
|||
By:
|
GOODBODY/PL CAPITAL, LLC
|
||
General Partner
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
GOODBODY/PL CAPITAL, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL ADVISORS, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
PL CAPITAL, LLC
|
|||
By:
|
/s/ John W. Palmer
|
/s/ Richard J. Lashley
|
|
John W. Palmer
|
Richard J. Lashley
|
||
Managing Member
|
Managing Member
|
||
JOHN W. PALMER AS CUSTODIAN FOR JACK PALMER UNDER THE ILLINOIS UNIFORM TRANSFER TO MINORS ACT
|
|||
By:
|
/s/ John W. Palmer
|
||
John W. Palmer
|
|||
Custodian
|
By:
|
/s/ John W. Palmer
|
John W. Palmer
|
|
By:
|
/s/ Richard J. Lashley
|
Richard J. Lashley
|
|
By:
|
/s/ Robin Lashley
|
Robin Lashley
|
|
By: |
/s/ Beth Lashley
|
Beth Lashley
|