AMBANC HOLDING CO INC
8-K, 1998-09-14
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 September 2, 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 September 2, 1998,  the  Registrant  issued the press  release  attached
hereto as Exhibit 99 announcing Ambanc  shareholders vote to approve merger with
AFSALA Bancorp, Inc.
                                                                                
                                               
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:     September 2, 1998               By:           
      ---------------------------           ---------------------------------   
                                            Lauren T. Barnett                  
                                            President & Chief Executive Officer 
                                                                                
<PAGE>                                                                          
                                                                                
                                                                                
Exhibit                                                                         
Number                            Description                                   
- -------        ---------------------------------------------------              
                                                                                
  99           Press release dated September 2, 1998                      
                                                                                
                             
                                                                                
                                                                          
                                                                                
                                                                                

                              FOR IMMEDIATE RELEASE

Contact:
Marvin R. LeRoy, Jr., Director   
Tel:(518) 438-2217


      Ambanc Shareholders Vote To Approve Merger With AFSALA Bancorp, Inc.
     
     Amsterdam,  New York.  Ambanc Holding Co., Inc.  (Nasdaq AHCI), the holding
company for Amsterdam  Savings Bank,  FSB,  announced today that on September 1,
1998, Ambanc shareholders voted in favor of the merger of AFSALA Bancorp,  Inc.,
the holding company for Amsterdam Federal Bank, into Ambanc. AFSALA shareholders
are scheduled to vote on the merger on September 3, 1998. If AFSALA shareholders
approve the merger, closing is expected to occur early in the fourth quarter.

     The  transaction  is to be  accounted  for as a purchase and provides for a
tax-free,  stock for stock  exchange of 1.07 shares of Ambanc  common  stock for
each outstanding shares of AFSALA common stock.

     As of June 30,  1998,  Ambanc  reported  total  assets of  $565.4  million,
deposits of $321.7 million and  shareholder's  equity of $58.4  million.  Ambanc
currently operates 12 offices.  Upon completion of the merger,  Ambanc will have
approximately  $730.0  million in assets,  $465.0  million in  deposits,  and 18
offices.
                            

     
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