AMBANC HOLDING CO INC
8-K, 1998-05-14
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 May 14, 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                                                            
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     On May 14, 1998, the Registrant issued the press release attached hereto as
Exhibit 99 announcing its earnings for the first quarter ended March 31, 1998.
                                                                                
                                               
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:     May 14, 1998                  By:           
      ---------------------------           ---------------------------------   
                                            Robert J. Brittain                  
                                            President & Chief Executive Officer 
                                                                                
<PAGE>                                                                          
                                                                                
                                                                                
Exhibit                                                                         
Number                            Description                                   
- -------        ---------------------------------------------------              
                                                                                
  99           Press release dated May 14, 1998                      
                                                                                
                             
                                                                                
                                                                          
                                                                                
                                                                                

                              FOR IMMEDIATE RELEASE

Contact:
Robert J. Brittain, President and CEO                                        
Tel:(518) 842-7200
Fax:(518) 842-7500
Harold A. Baylor, Jr.,  Vice Pres., CFO, and Treas.
Tel:(518) 842-7200
Fax:(518) 842-1688


              Ambanc Holding Co., Inc. Announces Earnings for the
                       First Quarter Ended March 31, 1998


Amsterdam, N.Y., May 14, 1998 -- Robert J. Brittain, President and CEO of Ambanc
Holding Co., Inc. (the Company),  the parent company of Amsterdam  Savings Bank,
FSB (the Bank),  today announced net income for the three months ended March 31,
1998.

Net income for the three months  ended March 31, 1998,  was $446,000 as compared
to $652,000  for the  corresponding  period of the  previous  year.  Diluted net
income per common  share for the 1998 quarter was $0.11 as compared to $0.16 for
the comparable 1997 quarter.

At March 31, 1998 total assets were $519.8  million  compared to total assets of
$510.4 million at December 31, 1997.  Stockholders' equity was $60.8 million, or
$14.27 per share, and $61.2 million, or $14.21 per share,  including  unreleased
ESOP shares and  unvested  restricted  Recognition  and  Retention  Plan ("RRP")
shares, at March 31, 1998 and December 31, 1997, respectively.

As announced on April 23, 1998, Ambanc Holding Co., Inc. has signed a definitive
agreement with AFSALA  Bancorp,  Inc. to merge AFSALA with and into Ambanc.  The
transaction  will be a  tax-free,  stock for stock  exchange  of 1.07  shares of
Ambanc common stock for each share of AFSALA common  stock.  Pending  regulatory
and shareholder  approval,  the merger is expected to be completed in the fourth
quarter of 1998.

Amsterdam  Savings Bank, FSB, founded in 1886, is a federally  chartered savings
bank that  conducts  its  business  primarily  in  Albany,  Fulton,  Montgomery,
Saratoga and Schenectady  counties in New York from twelve  locations in Latham,
Guilderland,  Gloversville,  Amsterdam,  Fort Plain, Clifton Park, Ballston Spa,
Saratoga Springs, Wilton and Schenectady.  The Bank's deposits are insured up to
the legal amount by the Federal Deposit Insurance Corporation (FDIC).

The  Company's  common stock is traded on the NASDAQ  National  Market under the
symbol "AHCI".


                                  
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