AMBANC HOLDING CO INC
8-K, 1998-11-18
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION                       
                             Washington, D.C. 20549                             
                                                                                
                                                                                
                                                                                
                                    FORM 8-K                                    
                                                                                
                                                                                
                                 CURRENT REPORT                                 
                                                                                
                     Pursuant to Section 13 or 15(d) of the                     
                         Securities Exchange Act of 1934                        
                                                                                
                                                                                
                         Date of Report November 18, 1998                  
                                                                                
                                                                                
                             AMBANC HOLDING CO., INC.                           
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             (Exact name of Registrant as specified in its Charter)             
                                                                                
                                                                                
         Delaware                      0-27036                  14-1783770      
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(State or other jurisdiction     (Commission File No.)        (IRS Employer     
      of incorporation)                                     Identification No.) 
                                                                                
                                                                                
 11 Division Street, Amsterdam, New York                              12010-4303
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(Address of principal executive offices)                              (Zip Code)
                                                                                
                                                                                
       Registrant's telephone number, including area code: (518) 842-7200       
                                                            --------------------
                                                                                
                                       N/A                                      
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         (Former name or former address, if changed since last report)          
                                                                                
                                                                                
<PAGE>                                                                          
                                                                                
                                                                                
Item 5. Other Events                                                            
- --------------------                                                            
                                                                                
     On November 18, 1998,  the  Registrant  issued the press  release  attached
hereto as Exhibit 99 announcing  that the merger between  Amsterdam  Savings and
Amsterdam Federal is complete.
                                                                                
                                               
Item 7. Financial Statements and Exhibits                                       
- -----------------------------------------                                       
                                                                                
     (c)  Exhibits                                                              
                                                                                
     The  Exhibits  referred  to in  Item 5 of this  Report  and  listed  on the
accompanying Exhibit Index are filed as part of this Report and are incorporated
herein by reference.                                                            
                                                                                
<PAGE>                                                                          
                                                                                
                                   SIGNATURES                                   
                                                                                
     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.                                          
                                                                                
                            AMBANC HOLDING CO., INC.                            
                                                                                
                                                                                
                                                                                
Date:     November 18, 1998              By:/s/John M. Lisicki  
      ---------------------------           ---------------------------------   
                                            John M. Lisicki                 
                                            President & Chief Executive Officer 
                                                                                
<PAGE>                                                                          
                                                                                
                                                                                
Exhibit                                                                         
Number                            Description                                   
- -------        ---------------------------------------------------              
                                                                                
  99           Press release dated November 18, 1998                  
                                                                                
                             
                                                                                
                                                                          



                              FOR IMMEDIATE RELEASE


Contacts:
John M. Lisicki, President and CEO
Tel: (518) 842-5700


         Ambanc Holding Co., Inc. and AFSALA Bancorp, Inc. Complete Merger

     November 18, 1998  (Amsterdam,  NY) - John M. Lisicki,  President and Chief
Executive Officer of Ambanc Holding Co., Inc. (NASDAQ:  AHCI), announced that on
November  16,  1998,  Ambanc  completed  its merger  with AFSALA  Bancorp,  Inc.
(NASDAQ: AFED).

     As part of the merger,  Amsterdam Federal Bank, a subsidiary of AFSALA, and
Amsterdam Savings Bank, a subsidiary of Ambanc, were also merged and now operate
as one bank  under  the  name  Mohawk  Community  Bank,  with  total  assets  of
approximately $700 million.  Mohawk Community Bank will also have total deposits
of  approximately  $460  million  and serve  customers  in 18  upstate  New York
offices, located in Montgomery,  Fulton,  Schenectady,  Saratoga, Albany, Otsego
and Chenango counties.

     On October 27, 1998,  the Office of Thrift  Supervision  (OTS) approved the
merger  between  AFSALA  and  Ambanc,   along  with  their   subsidiaries.   The
shareholders of each company approved the merger in September, 1998.

     Upon  consummation of the merger,  each outstanding  share of AFSALA common
stock will be converted into 1.07 shares of Ambanc common stock.

     Mr. Lisicki said "I am pleased that the merger has been  completed,  and we
may now move aggressively forward to combine the products,  services,  operating
systems  and staff of the two  companies."  He added "I am pleased to assume the
role of President  and Chief  Executive  Officer of Ambanc and Mohawk  Community
Bank and look forward to working with our excellent team of executives and staff
in taking on the  remaining  challenges  of the  merger.  We will  continue  the
traditions of hometown  banking,  customer service and superior banking products
in the communities we serve."


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