SC 13G 1 p11-0358sc13g.htm ANCHOR BANCORP p11-0358sc13g.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G*
(Rule 13d-102)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
 
(Amendment No. )
 
Anchor Bancorp
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
032838104
(CUSIP Number)
 
February 1, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 17 Pages)

______________________________
* 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 the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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).
 

 
 
 
CUSIP No.  032838104
 
13G
Page 2 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Financial Investors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
168,000 shares of Common Stock
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
168,000 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,000 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.59%
12
TYPE OF REPORTING PERSON**
PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  032838104
 
13G
Page 3 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Financial Offshore Investors, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
32,000 shares of Common Stock
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
32,000 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,000 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.25%
12
TYPE OF REPORTING PERSON**
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 
 
CUSIP No.  032838104
 
13G
Page 4 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Capital GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
168,000 shares of Common Stock
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
168,000 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,000 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.59%
12
TYPE OF REPORTING PERSON**
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  032838104
 
13G
Page 5 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Capital Advisors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
200,000 shares of Common Stock
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
200,000 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.84%
12
TYPE OF REPORTING PERSON**
IA, PN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  032838104
 
13G
Page 6 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stieven Capital Advisors GP, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
200,000 shares of Common Stock
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
200,000 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.84%
12
TYPE OF REPORTING PERSON**
OO

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  032838104
 
13G
Page 7 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph A. Stieven
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
200,000 shares of Common Stock
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
200,000 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.84%
12
TYPE OF REPORTING PERSON**
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  032838104
 
13G
Page 8 of 17 Pages



     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Covington
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
200,000 shares of Common Stock
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
200,000 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.84%
12
TYPE OF REPORTING PERSON**
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  032838104
 
13G
Page 9of 17 Pages


     
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel M. Ellefson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
-0-
6
SHARED VOTING POWER
200,000 shares of Common Stock
7
SOLE DISPOSITIVE POWER
-0-
8
SHARED DISPOSITIVE POWER
200,000 shares of Common Stock
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000 shares of Common Stock
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.84%
12
TYPE OF REPORTING PERSON**
IN

** SEE INSTRUCTIONS BEFORE FILLING OUT!
 


 
 
 
CUSIP No.  032838104
 
13G
Page 10 of 17 Pages



Item 1 (a).
NAME OF ISSUER:
   
 
The name of the issuer is Anchor Bancorp (the "Company").

Item 1(b).
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company's principal executive offices are located at 2500 Eastpoint Parkway, Louisville, Kentucky 40223

Item 2 (a).
NAME OF PERSON FILING:
   
   This statement is filed by:
 
 
(i)
Stieven Financial Investors, L.P., a Delaware limited partnership ("SFI"), with respect to the shares of Common Stock beneficially owned by it;
 
(ii)
Stieven Financial Offshore Investors, Ltd., a Cayman Islands exempted company (“SFOI”), with respect to the shares of Common Stock beneficially owned by it;
 
(iii)
Stieven Capital GP, LLC, a limited liability company organized under the laws of the State of Delaware ("SFIGP"), as the general partner of SFI, with respect to the shares of Common Stock beneficially owned by SFI;
 
(iv)
Stieven Capital Advisors, L.P., a Delaware limited partnership (“SCA”), which serves as the investment manager to SFI and SFOI, with respect to the shares of Common Stock beneficially owned by SFI and SFOI;
 
(v)
Stieven Capital Advisors GP, LLC, a Delaware limited liability company (“SCAGP”), which serves as the general partner of SCA, with respect to the shares of Common Stock beneficially owned by SFI and SFOI;
 
(vi)
Joseph A. Stieven ("Mr. Stieven"), as managing member of SCAGP and SFIGP and Chief Executive Officer of SCA with respect to the shares of Common Stock beneficially owned by SFI and SFOI;
 
(vii)
Stephen L. Covington (“Mr. Covington”), as managing director of SCA with respect to the shares of Common Stock beneficially owned by SFI and SFOI; and
 
(viii)
Daniel M. Ellefson (“Mr. Ellefson”), as managing director of SCA with respect to the shares of Common Stock beneficially owned by SFI and SFOI.


 
 
 
CUSIP No.  032838104
 
13G
Page 11 of 17 Pages


The foregoing persons are hereinafter collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
 
The address of the business office of each of the Reporting Persons is 12412 Powerscourt Drive, Suite 250, St. Louis, Missouri 63131.


Item 2(c).
CITIZENSHIP:

 SFI and SCA are limited partnerships organized under the laws of the State of Delaware.  SFOI is a Cayman Islands exempted company. SFIGP and SFAGP are limited liability companies organized under the laws of the State of Delaware.  Messrs. Stieven, Covington and Ellefson are citizens of the United States.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, no par value (the "Common Stock")

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act,
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act,
 
(c)
¨
Insurance Company as defined in Section 3(a)(19) of the Act,
 
(d)
¨
Investment Company registered under Section 8 of the Investment Company Act of 1940,
 
(e)
¨
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
 
(f)
¨
Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F),
 
(g)
¨
Parent Holding Company or control person in accordance with Rule 13d-1(b)(ii)(G),
 
(h)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
(i)
¨
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
 
(j)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
   If this statement is filed pursuant to Rule 13d-1(c), check this box:  x



 
 
 
CUSIP No.  032838104
 
13G
Page 12 of 17 Pages



Item 4.
OWNERSHIP.

A.
Stieven Financial Investors, L.P.
   
(a)
Amount beneficially owned:
168,000 shares of Common Stock
   
(b)
Percent of class: 6.59%  The percentages used herein and in the rest of Item 4 are calculated based upon the 2,550,000 shares of Common Stock issued and outstanding on January 25, 2011 as reflected in the Form 8-K filed by the Company on January 26, 2011.
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:
168,000 shares of Common Stock
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition of:
168,000 shares of Common Stock

B.
Stieven Financial Offshore Investors, Ltd.
   
(a)
Amount beneficially owned:
32,000 shares of Common Stock
   
(b)
Percent of class:  1.25%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:
32,000 shares of Common Stock
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:
32,000 shares of Common Stock

C.
Stieven Capital GP, LLC
   
(a)
Amount beneficially owned:
168,000 shares of Common Stock
   
(b)
Percent of class:  6.59%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:
168,000 shares of Common Stock
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:
168,000 shares of Common Stock


 
 
 
CUSIP No.  032838104
 
13G
Page 13 of 17 Pages



D.
Stieven Capital Advisors, L.P.
   
(a)
Amount beneficially owned:
200,000 shares of Common Stock
   
(b)
Percent of class:  7.84%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:
200,000 shares of Common Stock
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:
200,000 shares of Common Stock

E.
Stieven Capital Advisors GP, LLC
   
(a)
Amount beneficially owned:
200,000 shares of Common Stock
   
(b)
Percent of class:  7.84%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:
200,000 shares of Common Stock
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:
200,000 shares of Common Stock


F.
Joseph A. Stieven, Stephen L. Covington and Daniel M. Ellefson
   
(a)
Amount beneficially owned:
200,000 shares of Common Stock
   
(b)
Percent of class:  7.84%
   
(c)
(i)
Sole power to vote or direct the vote:  -0-
     
(ii)
Shared power to vote or direct the vote:
200,000 shares of Common Stock
     
(iii)
Sole power to dispose or direct the disposition:  -0-
     
(iv)
Shared power to dispose or direct the disposition:
200,000 shares of Common Stock

Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
Not applicable.


 
 
 
CUSIP No.  032838104
 
13G
Page 14 of 17 Pages



Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
                                                 SFIGP, the general partner of SFI, has the power to direct the affairs of SFI, including decisions respecting the disposition of the proceeds from the sale of any shares of Common Stock.  Mr. Stieven is the managing member of SCAGP, the general partner of SCA, and in that capacity direct SCAGP's and SCA’s operations.  Messrs. Covington and Ellefson are managing directors of SCA, and in that capacity may direct SCA’s operations.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable

Item 10.
CERTIFICATION.
   
   Each of the Reporting Persons hereby makes the following certification:
   
 
                                  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 


 
 
 
CUSIP No.  032838104
 
13G
Page 15 of 17 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 10, 2011

 
STIEVEN FINANCIAL INVESTORS, L.P.
   
 
By:
Stieven Capital GP, LLC
its general partner
   
 
/s/ Joseph A. Stieven
 
Name:
Joseph A. Stieven
 
Title:
Managing Member
   
   
 
STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.
   
 
/s/ Michelle Wilson-Clarke
 
Name:
Michelle Wilson-Clarke
 
Title:
Director
   
   
 
STIEVEN CAPITAL GP, LLC
   
 
/s/ Joseph A. Stieven
 
Name:
Joseph A. Stieven
 
Title:
Managing Member
   
   
 
STIEVEN CAPITAL ADVISORS, L.P.
   
 
By:
Stieven Capital Advisors GP, LLC
its general partner
   
 
/s/ Joseph A. Stieven
 
Name:
Joseph A. Stieven
 
Title:
Managing Member
   
   
 
STIEVEN CAPITAL ADVISORS GP, LLC
   
 
/s/ Joseph A. Stieven
 
Name:
Joseph A. Stieven
 
Title:
Managing Member
   
 
 
JOSEPH A. STIEVEN
   
 
/s/ Joseph A. Stieven
 
JOSEPH A. STIEVEN, individually
   
   
 
STEPHEN L. COVINGTON
   
 
/s/ Stephen L. Covington
 
STEPHEN L. COVINGTON, individually
   
   
 
DANIEL M. ELLEFSON
   
 
/s/ Daniel M. Ellefson
 
DANIEL M. ELLEFSON, individually


 
 
 
CUSIP No.  032838104
 
13G
Page 16 of 17 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  February 10, 2011
 
 
STIEVEN FINANCIAL INVESTORS, L.P.
   
 
By:
Stieven Capital GP, LLC
its general partner
   
 
/s/ Joseph A. Stieven
 
Name:
Joseph A. Stieven
 
Title:
Managing Member
   
   
 
STIEVEN FINANCIAL OFFSHORE INVESTORS, LTD.
   
 
/s/ Michelle Wilson-Clarke
 
Name:
Michelle Wilson-Clarke
 
Title:
Director
   
   
 
STIEVEN CAPITAL GP, LLC
   
 
/s/ Joseph A. Stieven
 
Name:
Joseph A. Stieven
 
Title:
Managing Member
   
   
 
STIEVEN CAPITAL ADVISORS, L.P.
   
 
By:
Stieven Capital Advisors GP, LLC
its general partner
   
 
/s/ Joseph A. Stieven
 
Name:
Joseph A. Stieven
 
Title:
Managing Member
   


 
 
 
CUSIP No.  032838104
 
13G
Page 17 of 17 Pages



   
 
STIEVEN CAPITAL ADVISORS GP, LLC
   
 
/s/ Joseph A. Stieven
 
Name:
Joseph A. Stieven
 
Title:
Managing Member
   

 
JOSEPH A. STIEVEN
   
 
/s/ Joseph A. Stieven
 
JOSEPH A. STIEVEN, individually
   
   
 
STEPHEN L. COVINGTON
   
 
/s/ Stephen L. Covington
 
STEPHEN L. COVINGTON, individually
   
   
 
DANIEL M. ELLEFSON
   
 
/s/ Daniel M. Ellefson
 
DANIEL M. ELLEFSON, individually