AMBANC HOLDING CO INC
8-K, 1998-07-01
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 July 1, 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 July 1, 1998, the Registrant issued the press release attached hereto as
Exhibit 99 announcing changes in directors' compensation.
                                                                                
                                               
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:     July 1, 1998                   By:  
      ---------------------------           ---------------------------------   
                                            Lauren T. Barnett                 
                                            Interim President & Chief 
                                            Executive Officer 
                                                                                
<PAGE>                                                                          
                                                                                
                                                                                
Exhibit                                                                         
Number                            Description                                   
- -------        ---------------------------------------------------              
                                                                                
99             Press release dated July 1, 1998 announcing changes in directors'
               compensation.
                                                                                
                             
                                                                                
                                                                          
                                                                                
                                                                                

                              FOR IMMEDIATE RELEASE



Contact:
Marvin R. LeRoy, Jr., Director                                   
Tel:(518) 438-2217
Harold A. Baylor, Jr.,  Vice Pres., CFO, and Treas.
Tel:(518) 842-7200
Fax:(518) 842-1688



      Ambanc Holding Co., Inc. Announces Changes in Directors' Compensation

     Amsterdam,  N.Y.  (July 1, 1998) Ambanc Holding Co., Inc.  (NASDAQ:  AHCI),
informed its  shareholders  in a letter dated June 25, 1998,  that the Company's
Board of Directors  has adopted  changes  effecting  the  compensation  of Board
members.

     The first change adopted  freezes  Directors'  compensation  at its current
level.  The freeze will remain in effect until the Company shows  improvement in
its operating results.

     In addition,  Directors will begin to receive 65% of their  compensation in
shares of Ambanc  common  stock.  The  remaining 35% will continue to be paid in
cash.

     The changes are expected to be put into effect during the fourth quarter of
1998.




                                    - MORE -
<PAGE>


                                             June 25, 1998

Dear Ambanc Shareholder:

     
     We are pleased to inform you that your Board of  Directors  has  declared a
regular  quarterly  cash  dividend of $.06 per share on the  outstanding  common
stock  of the  Company.  This  dividend  will  be  paid  on  June  30,  1998  to
shareholders of record as of June 15, 1998.

     You have  previously  received  information  about our proposed merger with
AFSALA  Bancorp,  Inc. You will soon be  receiving  more  information  about the
proposed merger, and the opportunity to vote on the merger,  which we believe is
a very positive step forward for your Company.

     We would also like to know that your Board of  Directors  is  committed  to
building  shareholder value in other ways. With that commitment in mind, we have
recently  adopted some changes in the way in which  directors of the Company are
compensated.  In the past,  directors have been compensated for their efforts by
receiving  cash payments.  The changes  adopted affect the payments in two ways,
First, the directors' fees will be frozen at their current level and will not be
increased  in the future until the Company  shows  improved  operating  results.
Second,  payment of directors' fees will be made in the form of 65% Ambanc stock
and 35% cash.  We  anticipate  that this  change in form will be put into effect
during the fourth quarter of this year.

     These  initiatives,  in conjunction with a series of other steps which have
been and will be taken toward the goal of producing  positive operating results,
are  intended  to help us achieve our common goal of  efficiently  managing  the
growth of your Company and enhancing shareholder value.

     As always, we thank you for your ongoing support.

                                  
                                    - END -


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