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.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 0-27036 14-1783770
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
11 Division Street, Amsterdam, New York 12010-4303
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 842-7200
--------------------
N/A
- --------------------------------------------------------------------------------
(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 -