UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)*
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
(570) 822-6277
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
DECEMBER 9, 1999
(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 3,854
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH - 0 -
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
3,854
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,854 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) .075%
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) .03%
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) .026%
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 Identification 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) 5.8%
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.
NO AMENDMENT
Item 3. Source and Amount of Funds Or Other Consideration.
NO AMENDMENT
Item 4. Purpose of Transaction
Item 4 is hereby supplementally amended as follows:
On December 9, 1999, Seymour Holtzman sent a letter to Lauren T. Barnett,
Chairman of the Board of Ambanc Holding Co., Inc., a copy of said letter is
attached hereto as Exhibit A and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
NO AMENDMENT
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
<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 9, 1999
/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>
VIA TELEFAX AND AIRBORNE EXPRESS
December 9, 1999
Lauren T. Barnett
Chairman of the Board
Ambanc Holding Co., Inc.
11 Division Street
Amsterdam, NY 12010
Dear Lauren:
As you know, Al Lyons and I previously requested that the starting time of
the Board of Directors' meetings be changed from 8:00 a.m. to 9:00 a.m. since
we have to travel significant distances to attend these meetings. In the past,
we have had to arrive in Amsterdam the night before, or wake up at 4:00 a.m.
to drive there. Although you initially agreed to this change, this
accommodation was never made.
Our request to be reimbursed for reasonable commuting expenses has also been
denied. In my opinion, this was clearly mean spirited, particularly for
Al Lyons. Al does not own any stock in the company and has been a most valuable
contributor. It is unfair to exclude our request for reimbursement of these
expenses. Candidly, I have never heard of a corporation that did not reimburse
its directors for commuting expenses. This is obviously deliberate on your
part.
Since you have failed to accommodate us by changing the time of the Board
meetings, I informed you several months ago that I would attend certain
meetings telephonically. Although Al and I have attended a few meetings
telephonically, we received a communication from you that we could no longer
attend Board or Committee meetings by telephone. Your refusal to permit us to
attend these meetings by telephone conference is contrary to the terms of
the Company's By-Laws and violates Delaware Corporate law. As you no doubt
know, both Al and I live in Florida during the winter months, and your refusal
to permit us to attend meetings telephonically is in violation of our rights
as directors.
It is unfortunate that you and most of your colleagues have gone out of your
way to inconvenience Al Lyons and myself regarding our participation at Board
and Committee meetings. In view of the Company's current circumstances, do you
really believe that your actions are in the best interests of the shareholders?
As the largest individual shareholder of the Company, I do not. Moreover, based
on the numerous phone calls that I have received from other large shareholders
indicating their dissatisfaction with Ambanc, I do not believe that they would
condone this conduct.
Beginning with the very first meeting that I attended, I have gone out of my
way to be helpful and offer sage advice concerning the important issues facing
the Company. I have made every effort to be sensitive to the local issues, but
you and most of your colleagues have gone in the other direction in making us
feel unwelcome.
I have had numerous discussions with you, John Lisicki and Jim Fleischer, the
company's counsel, to correct these matters. There are imminent important
meetings, and unless I receive immediate acknowledgement of my right to attend
meetings telephonically, I will initiate a legal proceeding in Delaware Court
and seek legal redress against the Company and the individual responsible
directors.
It is tragic that I have to send this letter to you, but you are the one
causing this problem. This type of conduct is sending a very negative signal to
shareholders, and I sincerely believe that a new Chairman of the Board would be
positively viewed by the financial community. Therefore, I would like to
suggest that you consider resigning immediately.
Sincerely,
Seymour Holtzman
cc: John Lisicki
James Fleischer, Esq.
Michael J. Maimone, Esq.
Board of Directors
