UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMBANC HOLDING CO., INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02316110-2
(CUSIP Number)
Seymour Holtzman
c/o Jewelcor Companies
100 N. Wilkes-Barre Blvd.
Wilkes-Barre, Pennsylvania 18702
(717) 822-6277
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
NOVEMBER 19, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) or (4), check the following box.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of pages
Index to Exhibits on Page
<PAGE>
SCHEDULE 13D
CUSIP No. 02316110-2 Page 2 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Seymour Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES 3,467
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
3,467
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,467 SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .063%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
CUSIP No. 02316110-2 Page 3 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
SCHEDULE 13D
CUSIP No. 02316110-2 Page 4 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Allison Holtzman Garcia
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
1,535
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,535
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,535
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .028%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 02316110-2 Page 5 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Custodial Account f/b/o Allison Holtzman Garcia
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
1,374
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,374
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,374
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .025%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 02316110-2 Page 6 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trust f/b/o Steven Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
160
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 160
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .003%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 02316110-2 Page 7 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Custodial Account f/b/o Olivia Garcia
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
160
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 160
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .003%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 02316110-2 Page 8 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Custodial Account f/b/o Chelsea Holtzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
535
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 535
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
535
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .01%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 02316110-2 Page 9 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
"Jewelcor Management, Inc."
Federal Identifiction No. 23-2331228
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Nevada
7 SOLE VOTING POWER
300,440
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 300,440
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,440
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 02316110-2 Page 10 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
S.H. Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Delaware
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
SCHEDULE 13D
CUSIP No. 02316110-2 Page 11 of Pages
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jewelcor Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)x
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2 (E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Pennsylvania
7 SOLE VOTING POWER
- 0 -
NUMBER OF 8 SHARED VOTING POWER
SHARES - 0 -
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 - SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
"INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7"
"(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION."
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D ("Schedule 13D") relates to the common stock
(the "Common Stock") of Ambanc Holding Co., Inc. ("Ambanc"). Ambanc's principal
executive offices are located at 11 Division Street, Amsterdam, NY 12010.
Item 2. Identity and Background.
This Statement is being filed jointly on behalf of Seymour Holtzman ("Mr.
Holtzman"), Evelyn Holtzman, Mr. Holtzman's wife ("Mrs. Holtzman"), Allison
Holtzman Garcia, Mr. Holtzman's daughter ("A H Garcia"), the Custodial Account
for the benefit of Allison Holtzman Garcia ("AHG Custodial Account"), the Trust
Account for the benefit of Steven Holtzman, Mr. Holtzman's son ("S Trust"), the
Custodial Account for the benefit of Olivia Garcia, Mr. Holtzman's
granddaughter ("O Custodial Account"), the Custodial Account for the benefit of
Chelsea Holtzman, Mr. Holtzman's other granddaughter ("C Custodial Account"),
Jewelcor, Inc., a Pennsylvania Corporation, S.H. Holdings, Inc., a Delaware
Corporation, and Jewelcor Management, Inc., a Nevada Corporation("JMI"), (each,
individually, a "Reporting Person" and collectively, the "Reporting Persons").
Mr. Holtzman's present principal occupation is Chairman of the Board and
Chief Executive Officer of the Jewelcor Companies, including Jewelcor
Management, Inc.
Mr. Holtzman is the custodian for the O Custodial Account. Mrs. Holtzman,
is the custodian for the AHG Custodial Account and the C Custodial Account.
Mrs. Holtzman is a homemaker and her address is Mizner Tower, 300 Southeast
Fifth Avenue, Suite 8100A, Boca Raton, FL 33432.
AH Garcia is a homemaker and her address is 2358 Northwest 23rd Road, Boca
Raton, Florida 33434.
The sole trustee of the S Trust is Theodore L. Krohn ("Mr. Krohn") who is
Mr. Holtzman's brother-in-law. Mr. Krohn is an attorney who practices law as a
sole practitioner. His principal business address is 400 Third Avenue,
Kingston, Pennsylvania 18704.
The principal business of JMI is investment and management services. The
principal business of Jewelcor, Inc. is the rental of commercial real estate.
S.H. Holdings, Inc. is a holding company.
JMI is a wholly owned subsidiary of Jewelcor Inc., which is a wholly owned
subsidiary of S.H. Holdings, Inc. (each, a "Company" and collectively, the
"Companies"). Mr. Holtzman and Mrs. Holtzman own, as tenants by the entirety, a
a controlling interest of S.H. Holdings, Inc. The executive offices of the
Companies are located at 100 N. Wilkes-Barre Boulevard, Wilkes-Barre, PA 18702.
Mr. Holtzman is the President and Chairman of the Board of Directors of
each of the Companies. James Verano is the Vice President, the Treasurer and a
Director of each of the Companies. Maria Sciandra is the Secretary and a
Director of each of the Companies.
During the five years immediately prior to the date hereof, none of the
Reporting Persons nor, to their best knowledge, any of the other persons whose
names are set forth in Schedule I, (i) has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), or (ii) has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Each of the people set forth above are citizens of the United States.
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person and no Reporting Person shall have responsibility for
the accuracy or completeness of information supplied by another Reporting
Person.
Item 3. Source and Amount of Funds Or Other Consideration.
On November 16, 1998, Ambanc completed its acquisition of Afsala Bancorp
, Inc., a Delaware Corporation ("Afsala"), pursuant to the Reorganization and
Merger Agreement, dated April 23, 1998 and amended as of June 26, 1998.
Pursuant to the Agreement, Afsala was merged with and into Ambanc, with Ambanc
as the surviving corporation (the "Merger"). Upon consummation of the Merger,
each share of the common stock of Afsala converted into the right to receive
1.07 shares of the common stock of Ambanc.
As a result of the Merger, the 250 shares of Afsala common stock held in
Mr. Holtzman's IRA Account were converted into 267 shares of Ambanc common
stock. See Exhibit B
As a result of the Merger, the 500 shares of Afsala common stock held in
AH Garcia's account with Bear Stearns Securities were converted into 535 shares
of Ambanc common stock. See Exhibit B
As a result of the Merger, the 350 shares of Afsala common stock held in
the AHG Custodial Account were converted into 374 shares of Ambanc common
stock. See Exhibit B
As a result of the Merger, the 150 shares of Afsala common stock held by
the S Trust were converted into 160 shares of Ambanc common stock.
See Exhibit B
As a result of the Merger, the 150 shares of Afsala common stock held by
the O Custodial Account were converted into 160 shares of Ambanc common stock.
See Exhibit B
As a result of the Merger, the 500 shares of Afsala common stock held in
the C Custodial Account were converted into 535 shares of Ambanc common stock.
See Exhibit B
As a result of the Merger, the 132,000 shares of Afsala common stock held
in JMI's margin account with Bear Stearns Securities were converted into
141,240 shares of Ambanc common stock. See Exhibit B
Item 4. Purpose of Transaction
The Reporting Persons have, at this time, acquired their respective shares
of the Common Stock of Ambanc for the purpose of investment. The Reporting
Persons are each evaluating, and expect to continue to evaluate, their
respective perceptions of the investment potential of the Common Stock and,
depending on various factors including the results of such evaluation, Ambanc's
business prospects and financial position, other developments concerning
Ambanc, the price level of the Common Stock, available opportunities to acquire
or dispose of the Common Stock or realize trading profits, conditions in the
securities markets and general economic and industry conditions, reinvestment
opportunities and developments relating to their respective businesses, the
Reporting Persons may in the future take such actions with respect to such
holdings in Ambanc as each deems appropriate in light of the circumstances
existing from time to time. Such actions may include the purchase of additional
shares of Common Stock in the open market, through privately negotiated
transactions with third parties or otherwise, or the sale at any time, in the
open market, through privately negotiated transactions with third parties or
otherwise, of all or a portion of the Common Stock now owned or hereafter
acquired.
Item 5. Interest in Securities of the Issuer.
As of November 19, 1998, the Reporting Persons beneficially own an
aggregate of 307,671 shares of Common Stock, constituting 5.6% of the
outstanding shares of Common Stock of Ambanc (based upon the number of
outstanding shares reported by Ambanc's Investors Relations Department on
November 30, 1998).
As of November 19, 1998, JMI beneficially owns an aggregate of 300,440
shares of Common Stock, constituting 5.5% of Ambanc's outstanding shares.
The Reporting Persons are filing this Schedule 13D because such Reporting
Persons may be deemed to be members of a group for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended. Each Reporting Person
disclaims beneficial ownership of any Common Stock beneficially owned by any
other Reporting Person. However, by virtue of Mr. and Mrs. Holtzman's
ownership interest in S.H. Holdings, Inc. and the relationships between the
Companies, Mr. Holtzman, Mrs. Holtzman, S.H. Holdings, Inc., and/or Jewelcor,
Inc. may be deemed to be the beneficial owners of the securities held by JMI.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
1. An Agreement relating to the filing of a joint statement as required
under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.
2. A listing of the shares of Common Stock that were acquired by the
Reporting Persons as a result of the Ambanc/Afsala Merger is filed herewith
as Exhibit B.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge, the
undersigned certify that the information set forth in this Statement is true,
complete and correct.
Dated: December 1, 1998
/s/ Seymour Holtzman
Seymour Holtzman
/s/ Evelyn Holtzman
Evelyn Holtzman
/s/ Allison Holtzman Garcia
Allison Holtzman Garcia
Trust f/b/o Steven Holtzman
By: /s/ Theodore L. Krohn
Theodore L. Krohn, Trustee
Custodial Account
f/b/o Olivia Garcia
By: /s/ Seymour Holtzman
Seymour Holtzman, Custodian
Custodial Account
f/b/o Allison Holtzman Garcia
By: /s/ Evelyn Holtzman
Evelyn Holtzman, Custodian
Custodial Account
f/b/o Chelsea Holtzman
By: /s/ Evelyn Holtzman
Evelyn Holtzman, Custodian
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
JEWELCOR INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Common Stock of Ambanc Holding Co., Inc. dated
December 1, 1998, is, and any further amendments thereto signed by each of
the undersigned shall be, filed on behalf of each of the undersigned pursuant
to and in accordance with the provisions of Rule 13D-1(K) under the Securities
Exchange Act of 1934, as amended.
Dated as of: December 1, 1998
/s/ Seymour Holtzman
Seymour Holtzman
/s/ Evelyn Holtzman
Evelyn Holtzman
/s/ Allison Holtzman Garcia
Allison Holtzman Garcia
Trust f/b/o Steven Holtzman
By: /s/ Theodore L. Krohn
Theodore L. Krohn, Trustee
Custodial Account
f/b/o Olivia Garcia
By: /s/ Seymour Holtzman
Seymour Holtzman, Custodian
Custodial Account
f/b/o Allison Holtzman Garcia
By: /s/ Evelyn Holtzman
Evelyn Holtzman, Custodian
Custodial Account
f/b/o Chelsea Holtzman
By: /s/ Evelyn Holtzman
Evelyn Holtzman, Custodian
JEWELCOR MANAGEMENT, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
JEWELCOR INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
S.H. HOLDINGS, INC.
By: /s/ Seymour Holtzman
Name: Seymour Holtzman
Title: President
<PAGE>
<TABLE>
<CAPTION> Exhibit B
CONVERSION OF SHARES DUE TO AMBANC/AFSALA MERGER
DATE ACQUIRED PERSON/ AMBANC SHARES AMBANC SHARES
1998 ENTITY BEFORE CONVERSION AFTER CONVERSION
- -------------- --------- ---------------- ---------------
<S> <C> <C> <C>
11/19 S. HOLTZMAN 3,200 3,467
11/19 AH GARCIA 1,000 1,535
11/19 AHG CUST. ACCT. 1,000 1,374
11/19 S TRUST - 0 - 160
11/19 O CUST. ACCT. - 0 - 160
11/19 C CUST. ACCT. - 0 - 535
11/19 JMI 159,200 300,440
-------- ------------
164,400 307,671
</TABLE>
