<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
---
Filed by a Party other than the Registrant
---
Check the appropriate box:
Preliminary Proxy Statement
- ---
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
- ---
Definitive Proxy Statement
- ---
X Definitive Additional Materials
- ---
Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- ---
AMBANC HOLDING CO., INC.
- ------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- ------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
X No fee required.
- ---
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
- ---
1) Title of each class of securities to which transaction applies:
-------------------
2) Aggregate number of securities to which transaction applies:
-------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction: $
--------------
5) Total fee paid: $
-------------
Fee paid previously with preliminary materials.
- ---
Check box if any part of the fee is offset as provided by Exchange Act
- --- Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:<PAGE>
<PAGE>
AMBANC HOLDING CO., INC.
11 Division Street
Amsterdam, New York 12010-4303
(518) 842-7200
- ------------------------------------------------------------------
SUPPLEMENTARY INFORMATION TO THE PROXY STATEMENT
FOR THE RECONVENED ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 12, 1998
- ------------------------------------------------------------------
The following information is supplementary to the Proxy
Statement dated April 23, 1998 furnished to you in connection with
the solicitation of proxies by the Board of Directors of Ambanc
Holding Co., Inc. (hereinafter called "Ambanc" or the "Company") to
be used at the reconvened Annual Meeting of Stockholders of the
Company (hereinafter called the "Reconvened Meeting"), to be held
on FRIDAY, JUNE 12, 1998, AT 2:00 P.M. (Eastern Daylight Time), and
at all adjournments or postponements thereof. The Reconvened
Meeting will be held at the Best Western located at 10 Market
Street, Amsterdam, New York. The record date for the determination
of the holders of common stock of the Company who are entitled to
notice of and to vote at the Reconvened Meeting is April 15, 1998,
which is the same record date specified in the Proxy Statement.
Except as specifically supplemented by the information contained in
this document, all information set forth in the Proxy Statement
remains unchanged and should be considered in casting your vote by
proxy or at the Meeting.
THE PROXY STATEMENT SHOULD BE READ BY STOCKHOLDERS PRIOR TO
READING THIS SUPPLEMENTARY PROXY MATERIAL. ADDITIONAL COPIES OF
THE PROXY STATEMENT MAY BE OBTAINED UPON REQUEST FROM: INVESTOR
RELATIONS, AMBANC HOLDING CO., INC., 11 DIVISION STREET, AMSTERDAM,
NEW YORK 12010-4303. TELEPHONE NO. (518) 842-7200.
The Board of Directors has further decided not to vote the
previously solicited white-colored Proxies at the Reconvened Meeting.
Therefore, in order to vote your shares at the Reconvened Meeting
you will need to complete and return the enclosed blue-colored
Proxy in the reply envelope provided or attend and vote at the
Reconvened Meeting in person. See "SUBSTITUTE FORM OF PROXY."
The Notice of Annual Meeting, a Proxy Statement, a white-
colored Proxy and the Company's 1997 Annual Report to Stockholders
were mailed on April 23, 1998 to all stockholders entitled to vote
at the Meeting. This supplementary proxy material and related
blue-colored Proxy were mailed on May 23, 1998 to all stockholders
entitled to vote at the Reconvened Meeting.
- ------------------------------------------------------------------
REASONS FOR SUPPLEMENTARY PROXY MATERIALS
- ------------------------------------------------------------------
Seymour Holtzman filed suit against your Company in the United
States District Court for the Middle District of Pennsylvania
(hereinafter called the "Court"), on May 20, 1998, two days before
the Company's scheduled Annual Meeting of Stockholders, in an
attempt to get the Court to prevent us from holding our Annual
Meeting. Mr. Holtzman alleged in his complaint that the Proxy
Statement previously mailed to you in connection with the
solicitation of proxies by the Board of Directors for the Annual
Meeting was inadequate and in violation of the federal securities
laws, because, among other things, the Proxy Statement did not
contain certain information concerning the terms of the merger
agreement (hereinafter called the "Merger Agreement") entered into
on April 23, 1998, between the Company and AFSALA Bancorp, Inc.
(hereinafter called "AFSALA"). A copy of the complaint is attached
to this supplementary proxy material at Appendix A. Information
related to the proposed merger, including the structure of the
resulting Board of Directors in the event the proposed merger is
consummated, was publically announced by the Company in a press
release as soon as the Merger Agreement was executed by the<PAGE>
<PAGE>
parties. The press release, together with a copy of the Merger
Agreement, was then promptly filed with the Securities and Exchange
Commission. As such, the information in these documents was
publically available through a wide variety of sources, including
the Securities and Exchange Commission, numerous outside services,
and on the Internet at least three weeks before the original date
scheduled for the Annual Meeting.
Mr. Holtzman contests the statements in the Proxy Statement
that "[a]t this time, the Board of Directors knows of no reason why
a nominee might be unable to serve if elected" and "[e]xcept as
disclosed herein, there are no arrangements or understandings
between any nominee and any other person pursuant to which the
nominee was selected." The Board of Directors believes that these
statements were true when made and continue to be true today and
that nothing in the Merger Agreement contradicts these statements.
In addition, a number of the statements Mr. Holtzman attributed to
certain directors and representatives of the Company in his
complaint, which were in part the basis for his complaint, are
untrue. ON MAY 21, 1998, THE COURT ON AN EXPEDITED BASIS RULED IN
FAVOR OF THE COMPANY AND AGAINST MR. HOLTZMAN'S REQUEST TO PREVENT
THE COMPANY FROM HOLDING ITS SCHEDULED ANNUAL MEETING.
While the Company was victorious in preventing the preliminary
injunction, it still had concerns that Mr. Holtzman would sue to
overturn the results of the Annual Meeting. Accordingly, your Board
of Directors determined to adjourn the originally scheduled Annual
Meeting and provide you with the information included in this
supplement in an effort to avoid further unnecessary litigation
expense. However, on Friday, May 22, 1998, Mr. Holtzman filed with
the Court an emergency motion for reconsideration of his preliminary
injunction. In his motion, Mr. Holtzman reiterated his allegations
that the previously mailed proxy statement was inadequate and in
violation of the federal securities laws. Mr. Holtzman's motion
further stated that in light of the "curative" statements to be
issued by Ambanc, stockholders of Ambanc should be allowed to
nominate directors to the Ambanc Board at the Reconvened Meeting,
which he intends to do if his motion for reconsideration is granted.
Mr. Holtzman's position is inconsistent with the Company's Bylaws
and the Company intends to defend against the motion vigorously.
- ------------------------------------------------------------------
SUPPLEMENTARY INFORMATION CONCERNING
PROPOSAL I - THE ELECTION OF DIRECTORS
- ------------------------------------------------------------------
On April 23, 1998, the Company and AFSALA announced that they
had signed the Merger Agreement. Consummation of the Merger
Agreement is contingent upon approval by the stockholders of both
companies and certain regulatory authorities, as well as other
customary conditions to closing as set forth in the Merger
Agreement. Ambanc and AFSALA currently anticipate that the
shareholder meetings to approve the proposed merger will be held
during the third quarter of 1998. In the event all of the
foregoing conditions are satisfied, then pursuant to the Merger
Agreement, the following, among other things, will occur:
(i) John M. Lisicki, Chairman, President and Chief Executive
Officer of AFSALA will become the President and Chief
Executive Officer of the combined bank immediately
following consummation of the merger, and President and
Chief Executive Officer of Ambanc no later than January
1, 1999, following the retirement of Robert J. Brittain
as President and Chief Executive Officer of Ambanc and
its subsidiary; and
<PAGE>
<PAGE>
(ii) Promptly after the merger is completed, the board of
directors of Ambanc will create a special committee of
the board for the purpose of providing an orderly
transition to a smaller board of directors. Furthermore,
on or immediately following the completion of the merger,
Ambanc will create an advisory board of directors and
will appoint three persons selected by AFSALA from the
AFSALA Board, in consultation with Ambanc, to the
advisory board of directors.
Accordingly, if the proposed merger is consummated, then
pursuant to the Merger Agreement, Mr. Brittain has agreed to retire
as President and Chief Executive Officer of the Company and its
subsidiary; his position as a director of the Company, however,
will remain unaffected by the merger. Nevertheless, Mr. Brittain
may consider stepping down after completion of the merger, although
there are no agreements or understandings to that effect.
Furthermore, in the event the proposed merger is completed, the
Ambanc Board would consist of 14 members, which the parties
considered to be a relatively large Board based on the size of the
combined company. You as a shareholder of Ambanc will be provided,
when such materials have been prepared, a proxy statement outlining
in detail the terms of the proposed merger, including any
anticipated restructuring of the Company's Board and any
compensation arrangements contingent on the merger. At such time,
you will be entitled to vote on adoption of the Merger Agreement.
A copy of the Merger Agreement will be included in that proxy
statement. If you would like a copy of this document prior to that
time you may request one from Investor Relations, Ambanc Holding
Co., Inc., 11 Division Street, Amsterdam, New York 12010-4303.
Telephone No. (518) 842-7200. In addition, Ambanc files its
reports, proxy statements and other information electronically with
the Securities and Exchange Commission. This information,
including the press release related to the merger and the Merger
Agreement, may be accessed electronically through the Securities
and Exchange Commissions home page on the Internet's World Wide Web
at http://www.sec.gov.
- ------------------------------------------------------------------
SUBSTITUTE FORM OF PROXY
- ------------------------------------------------------------------
In an attempt to avoid unnecessary litigation expense for the
reasons described above, we are requesting that you vote a second
board proxy. The Company previously furnished to you, together with
the Proxy Statement, a white-colored Proxy for use at its
originally scheduled Annual Meeting of Stockholders on May 22,
1998, which identified three persons, Lauren T. Barnett, Robert J.
Brittain and Charles S. Pedersen, as nominees of the Board of
Directors to stand for election as directors for terms expiring in
2001 and the proposal to ratify the appointment of KPMG Peat
Marwick LLP as the independent auditors for the Company for the
year ending December 31, 1998. No white-colored Proxies will be
voted at the Reconvened Meeting. IN ORDER TO VOTE YOUR SHARES AT
THE RECONVENED MEETING YOU WILL NEED TO COMPLETE AND RETURN THE
ENCLOSED BLUE-COLORED PROXY IN THE REPLY ENVELOPE PROVIDED OR
ATTEND AND VOTE AT THE RECONVENED MEETING IN PERSON.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF THE NOMINEES AND "FOR" RATIFICATION OF THE APPOINTMENT OF KPMG
PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS FOR THE COMPANY FOR
THE YEAR ENDING DECEMBER 31, 1998.
<PAGE>
<PAGE>
- ------------------------------------------------------------------
OTHER MATTERS
- ------------------------------------------------------------------
The Board of Directors is not aware of any business to come
before the Reconvened Meeting other than the matters described in
the Proxy Statement, as supplemented by this supplementary proxy
material. Should any other matters properly come before the
Reconvened Meeting, it is intended that holders of the blue-colored
Proxies will act in accordance with their best judgment.
Should you have any questions about voting your shares at the
Reconvened Meeting, please call our Investor Relations Department
at (518) 842-7200.
BY ORDER OF THE BOARD OF DIRECTORS
ROBERT KELLY
Secretary
Amsterdam, New York
May 23, 1998
<PAGE>
<PAGE>
APPENDIX A
IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF PENNSYLVANIA
SEYMOUR HOLTZMAN, :
:
Plaintiff, :
: NO. 98-CV-____________
v. :
:
AMBANC HOLDING CO., INC. :
:
Defendant. :
COMPLAINT
Plaintiff Seymour Holtzman ("Holtzman"), by his undersigned
attorneys, for his complaint against Ambanc Holding Co., Inc.
("Ambanc") alleges as follows:
NATURE OF ACTION
1. This is an action for injunctive relief to remedy
violations of Section 14(a) of the Securities Exchange Act of 1934
(the "Exchange Act"), 15 U.S.C. Section 78n(a), and the rules and
regulations promulgated thereunder by the Securities and Exchange
Commission ("SEC"). In violation of the federal securities laws,
Ambanc has disseminated false and materially misleading
solicitation materials to its stockholders with respect to its 1998
annual meeting of stockholders.
PARTIES
2. Holtzman, an adult individual who maintains a residence
at 33 Sahara Drive, Kingston, Pennsylvania, beneficially owns,
directly and indirectly through an affiliate company and family
members, 173,300 shares of Ambanc common stock.
3. Ambanc is a Delaware chartered savings institution
holding company for Amsterdam Savings Bank, FSB ("Amsterdam Savings
Bank"), a federally chartered savings bank. Also, Ambanc, which
maintains its principal place of business in Amsterdam, New York,
has a wholly-owned subsidiary, ASB Insurance Agency, Inc., which
offers mutual funds, annuity products and brokerage services to
Amsterdam Savings Bank's customers and the general public.
JURISDICTION
4. This Court has jurisdiction over this action pursuant to
Section 27 of the Exchange Act, 15 U.S.C. Section 78aa, and 28 U.S.C.
Section 1331 (federal question). The claims alleged hereunder arise
under Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder. In connection with the unlawful conduct
complained of herein, Ambanc has directly and indirectly used the
means and instrumentalities of interstate commerce and the mail,
including, but not limited to, the dissemination of solicitation
materials into this district. There are numerous Ambanc
stockholders residing in this district.
FACTUAL ALLEGATIONS
5. Ambanc's 1998 annual meeting of stockholders is scheduled
to take place on Friday, May 22, 1998 at 10:00 a.m. Holtzman was
a beneficial owner of Ambanc common stock as of the close of
business on April 15, 1998, which is the voting record date for
purposes of voting at the 1998 annual meeting.
<PAGE>
<PAGE>
6. As an owner of Ambanc common stock, Holtzman recently
received (i) a letter dated April 23, 1998 from Robert J. Brittian,
the President and Chief Executive Office of Ambanc; (ii) a notice
of annual meeting of stockholders of Ambanc dated April 23, 1998
(the "Notice"); and (iii) a proxy statement for Ambanc's 1998
annual meeting of stockholders ("Proxy Statement"). A true and
correct copy of the April 23, 1998 letter from Robert J. Brittian,
the Notice and the Proxy Statement are attached hereto as Exhibit
A.
7. The Proxy Statement contains, inter alia, two (2)
proposals which are to considered and voted upon by the Ambanc
stockholders at the 1998 annual meeting. Specifically, the
stockholders are being requested to (1) elect three(3) directors to
the board of directors of Ambanc, each for a three (3) year term;
and (2) appoint KPMG Peat Marwick, L.L.P. to serve as Ambanc's
independent auditor for the year ending December 31, 1998.
8. In the Proxy Statement and related solicitation
materials, Ambanc's management proposes Lauren T. Barnett, Robert
J. Brittain and Charles S. Pedersen as its nominees for election to
Ambanc's board of directors. The three (3) nominees for whom
Ambanc's management is soliciting proxies are current members of
Ambanc's board who are seeking reelection for an additional three
(3) year term. Additionally, Mr. Brittain, one of the nominees, is
the president and chief executive officer of Ambanc.
9. The Proxy Statement also contains the representation that
"[a]t this time, the board of directors knows of no reason why a
nominee might be unable to serve if elected" and "[e]xcept as
disclosed herein, there are no arrangements or understandings
between any nominee and any other person pursuant to which the
nominee was selected." See Proxy Statement attached hereto as
Exhibit A at p. 3. For the reasons set forth herein, Ambanc's
Proxy Statement in this regard is false and materially misleading.
10. Specifically, on or about April 23, 1998, Ambanc and
Amsterdam Savings Bank, FSB, its wholly owned subsidiary, and
Afsala Bancorp, Inc. ("Afsala") and Amsterdam Federal Bank, a
wholly owned subsidiary of Afsala, entered into a Reorganization
and Merger Agreement ("Merger Agreement"). Holtzman has not
received a copy of the Merger Agreement from Ambanc and, based upon
information and belief, Ambanc did not disseminate the Merger
Agreement to any other stockholder (with the exception of those
that are officers and directors of Ambanc). Rather, a press
release was issued on or about April 23, 1998 announcing that
Ambanc and Afsala had signed a definitive agreement to merge. True
and correct copies of the April 23, 1998 press release and Ambanc's
May 5, 1998 Schedule 13D filing with the SEC ("Ambanc's 13D"),
which contains the Merger Agreement, are attached hereto as
Exhibits B and C, respectively and are incorporated herein by
reference. The merger is expected to be completed in the fourth
quarter of 1998. See press release attached hereto as Exhibit B.
11. Ambanc's 13D and the Merger Agreement provide that John
M. Lisicki, President and Chief Executive Officer of Afsala, will
be appointed as president and chief executive officer of Ambanc
immediately following the merger but no later than January 1, 1999,
and that four (4) of Afsala's current directors will become
directors of Ambanc. Moreover, the Merger Agreement provides that
"[p]romptly after the [merger], the board of directors of Ambanc
shall create a special committee of the board for the purpose of
providing an orderly transition to a smaller board of directors.
In addition, on or immediately following the [merger], Ambanc shall
create an advisory board of directors and shall appoint three
persons selected by ...[Afsala], in consultation with Ambanc, to
the advisory board of directors." (Merger Agreement at Paragraph 4.19).
Upon information and belief, Ambanc's advisory board of directors
will not have any voting power. Ambanc failed to disclose this
material information in its Proxy Statement and accompanying
solicitation materials.
<PAGE>
<PAGE>
12. In addition to the foregoing, over the past few weeks,
Holtzman spoke with Robert J. Brittain, John Daly, a director of
Ambanc, and James Fleischer, an attorney representing Ambanc,
concerning the composition of Ambanc's board of directors. Each of
these individuals represented to Holtzman that certain of Ambanc's
current board of directors would be removed from the board and
placed on a advisory committee including Mr. Brittain, a nominee
for re-election at the 1998 annual meeting. Mr. Daley advised
Holtzman that these directors would be removed from the Ambanc
board within the next two (2) meetings of the Ambanc board of
directors.
13. The Merger Agreement is dated as of the same date --
April 23, 1998 -- as the Proxy Statement. However, the Proxy
Statement, which was disseminated to all Ambanc stockholders, fails
to reference the Merger Agreement or any of the information
contained therein pertaining to the officers or the board of
directors of Ambanc.
14. In violation of the federal proxy rules, Ambanc failed to
disclose to its stockholders in its solicitation materials that
Robert J. Brittain, Ambanc's president, chief executive officer and
a current director seeking re-election to the board, will "retire"
as president and chief executive officer of Ambanc no later than
January 1, 1999 pursuant to the terms of the April 23, 1998 Merger
Agreement. Ambanc also failed to disclose that its nominees will
be removed from the Ambanc board.
15. The Proxy Statement also fails to reference the proposed
merger or the fact that under the terms of the Merger Agreement
that John M. Lisicki, currently the president and chief executive
officer of Afsala will become president and chief executive officer
of Ambanc.
16. The Proxy Statement fails to advise the stockholders of
Ambanc that following the merger, certain of the current members of
Ambanc's board, including some of the nominees, will be removed
from the board. In fact, the Merger Agreement provides that
"[p]romptly after the [merger] the board of directors of Ambanc
shall create a special committee of the board for the purpose of
providing an orderly transition to a smaller board of directors..."
Merger Agreement attached hereto as Exhibit C at Paragraph 4.19.
17. The Proxy Statement also fails to disclose that, under
the terms of the Merger Agreement, four members of the Afsala board
of directors, including Mr. Lisicki, will be appointed to the board
of directors of Ambanc upon the completion of the merger.
18. As a result of the foregoing, Ambanc is engaging in an
unlawful proxy solicitation, and, if not stopped, will indelibly
taint any stockholder vote at Ambanc's 1998 annual meeting of
stockholders.
19. Ambanc's Proxy Statement fails to disclose material
information concerning the proposed merger and its effect on the
election of the current nominees and the future composition of
Ambanc's board of directors. This omission deprives Ambanc's
stockholders of material information necessary to knowingly,
effectively and competently vote for the election of directors to
Ambanc's board of directors. Therefore, the solicitation materials
are materially false and misleading in violation of Rule 14a-9.
CLAIMS FOR RELIEF
COUNT 1
For violations of Section 14(a)
of the Exchange Act and Rule 14a-9
20. Holtzman incorporates the preceding paragraphs of the
complaint herein.
<PAGE>
<PAGE>
21. Section 14(a) of the Exchange Act and Rule 14a-9 were
intended to ensure that the proxy solicitation process is truthful
and to enable stockholders to evaluate the information provided in
proxy materials fully. Specifically, Rule 14a-9 provides that:
No solicitation subject to this regulation
shall be made by means of any proxy
statement... or other communication, written
or oral, containing any statement which at the
time and in the light of the circumstances
under which it is made, is false or misleading
with respect to any material fact, or which
omits to state any material fact necessary in
order to make the statements therein not false
or misleading...
17 CFR Section 240.14a-9.
22. Ambanc's solicitations are false and materially
misleading in that, among other things, they:
(a) omit the material fact that certain
Ambanc directors, including certain of the
current nominees, will be removed from
Ambanc's board pursuant to the terms of the
Merger Agreement;
(b) omit the material fact that Robert J.
Brittain is expected to retire on or before
January 1, 1999 pursuant to the terms of the
Merger Agreement and to be replaced by John M.
Lisicki;
(c) omit the material fact that four (4)
Afsala directors, including Mr. Lisicki, will
be appointed to Ambanc's board pursuant to the
terms of the Merger Agreement; and
(d) omit any reference to the pending merger
or the consequences thereof; and
(e) state that the Ambanc board of directors
knows of no reason why a nominee might be
unable to serve if elected.
23. Holtzman has no adequate remedy at law.
IRREPARABLE HARM
24. By virtue of Ambanc's failure to comply with federal
securities laws, Ambanc, its stockholders and the investing public
are being deprived of the protections and of the accurate and
truthful information to which Section 14(a) of the Exchange Act
entitles them. Unless Ambanc's 1998 annual meeting is enjoined and
Ambanc is ordered to make corrective disclosures, Ambanc
stockholders will be forced to exercise their voting rights based
upon information, including Ambanc's Proxy Statement, that is
materially false and misleading in numerous respects. Ambanc and
its stockholders are suffering and, if Ambanc's violations are not
enjoined, will continue to suffer irreparable injury in that, among
other things, Ambanc, its stockholders and the investing public are
being and will continue to be subjected to solicitation material
distributed in violation of the federal securities laws and denied
the opportunity to make an informed decision (free from false and
misleading information) with respect to investments in Ambanc.
Moreover, after this information is properly disclosed,
stockholders of Ambanc may want to nominate directors to the Ambanc
board at the 1998 annual meeting. Holtzman intends to nominate
directors at this meeting if the injunction is granted.
<PAGE>
<PAGE>
25. Because of the false and misleading information
disseminated to Ambanc's stockholders, this Court should enter an
Order enjoining the May 22, 1998 annual meeting of stockholders of
Ambanc from taking place.
WHEREFORE, Plaintiff Seymour Holtzman demands judgment against
Ambanc as follows:
1. declaring that Ambanc has violated Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder;
2. ordering Ambanc to make all appropriate disclosures and
correct all false and misleading statements and omissions of
material fact heretofore made by its regarding the proposed merger
and whether the proposed nominees will serve an entire term;
3. preliminarily and permanently enjoining Ambanc's 1998
annual meeting until a period of time after Ambanc provides the
appropriate disclosures;
4. allowing stockholders of Ambanc to nominate a slate of
directors at the rescheduled 1998 annual meeting; and
5. granting Holtzman such other and further relief as this
Court may deem just and proper, including reasonable attorney's
fees, costs and disbursements of this action.
ELLIOTT REIHNER SIEDZIKOWSKI
& EGAN, P.C.
/s/
--------------------------------
George A. Reihner
Mark J. Conway
300 Mellon Bank Building
400 Spruce Street
Scranton, PA 18503
(717) 346-7569
Attorneys for Plaintiff
Seymour Holtzman
Of Counsel:
RICHARD L. HUFFSMITH
100 N. Wilkes Barre Boulevard
Wilkes-Barre, PA 18702
(717) 822-6277
DATED: May 20, 1998
<PAGE>
<PAGE>
REVOCABLE PROXY
AMBANC HOLDING CO., INC.
AMSTERDAM, NEW YORK
RECONVENED ANNUAL MEETING OF STOCKHOLDERS - June 12, 1998
The undersigned hereby appoints the members of the Board of Directors of
Ambanc Holding Co., Inc. (the Company") with full powers of substitution, to
act as attorneys and proxies for the undersigned to vote all shares of common
stock, par value $.01 per share (the "Common Stock"), of Ambanc Holding Co.,
Inc. which the undersigned is entitled to vote at the reconvened Annual
Meeting of Stockholders to be held on June 12, 1998, at the Best Western
located at 10 Market Street, Amsterdam, New York, at 2:00 p.m. (Eastern
Daylight Time), and at any and all adjournments and postponements thereof, as
indicated on the reverse side hereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
This proxy may be revoked at any time before it is voted by delivering
to the Secretary of the Company, on or before the taking of the vote at the
Meeting, a written notice of revocation bearing a later date than the proxy or
a later dated proxy relating to the same shares of Company common stock, or by
attending the Meeting and voting in person. Attendance at the Meeting will
not in itself constitute the revocation of a proxy. If this proxy is properly
revoked as described above, then the power of such attorneys and proxies shall
be deemed terminated and of no further force and effect.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
<PAGE>
X
- --- Please mark your vote as
in this example
I. The election of LAUREN T. BARNETT,
ROBERT J. BRITTAIN and CHARLES S.
PEDERSEN for terms of three years.
FOR ALL
FOR WITHHOLD EXCEPT
--- --- ---
Instructions: To vote for all nominees mark the box "FOR" with an "X".
To withhold your vote for all nominees mark the box "WITHHOLD" with and
"X". To withhold your vote for an individual nominee mark the box "FOR
ALL EXCEPT" with an "X" and write the name of the nominee on the line
provided below for whom you wish to withhold your vote.
II. The ratification of the appointment of
KPMG Peat Marwick LLP as independent
auditors for the Company for the year
ending December 31, 1998
FOR AGAINST ABSTAIN
--- --- ---
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment
thereof.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of the Notice of Annual Meeting, the related
Proxy Statement and Supplemental Proxy Material and the Company's Annual
Report to Stockholders for the year ended December 31, 1997.
Dated: , 1998
-----------------
Please sign exactly as your name appears on
this card. When signing as attorney,
executor, administrator, officer, trustee
or guardian, please give your full title.
If shares are held jointly, each holder
should sign.
----------------------------------
SIGNATURE OF STOCKHOLDER
----------------------------------
SIGNATURE OF STOCKHOLDER
PLEASE PROMPTLY COMPLETE, DATE, SIGN
AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
