FORM 10-K
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to ____________________
Commission File No. 0-10710
AMBANC CORP.
(Exact name of Registrant as specified in its charter)
INDIANA 35-1525227
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
302 Main Street, Vincennes, Indiana 47591
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (812) 885-6418
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, $10.00 par value
(Title of Class)
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting shares held by non-affiliates of the
Registrant is $157,701,555. Solely for purposes of this computation, it has been
assumed that officers and directors are "affiliates" and the price of $24.75 as
reported on NASDAQ as the last trade on March 18, 1998, was the fair market
value of the shares.
Number of Common Shares outstanding at March 18, 1998: 6,985,674
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF PARTS II AND IV ARE INCORPORATED BY REFERENCE FROM THE REGISTRANT'S
1997 ANNUAL REPORT TO SHAREHOLDERS AND A PORTION OF PART III IS INCORPORATED BY
REFERENCE FROM THE REGISTRANT'S PROXY STATEMENT PURSUANT TO REGULATION 14A DATED
MARCH 27, 1998, FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 24,
1998. EXCEPT FOR THOSE PORTIONS OF THE 1997 ANNUAL REPORT INCORPORATED BY
REFERENCE, THE ANNUAL REPORT IS NOT DEEMED FILED AS PART OF THIS REPORT.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Corporation has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
AMBANC CORP.
Date: March 31, 1998 By /s/ Robert G. Watson
Robert G. Watson, Chairman of
the Board, President & Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 31, 1998 /s/ Robert G. Watson
Robert G. Watson, President,
Chief Executive Officer, and
Director
Date: March 31, 1998 /s/ Troy D. Stoll
Troy D. Stoll, Chief Financial
Officer (Principal Accounting
Officer and Principal Financial
Officer)
Date: March 31, 1998 /s/ Glen G. Apple
Glen G. Apple, Director
Date: March 31, 1998 /s/ Christina M. Ernst
Christina M. Ernst, Director
Date: March 31, 1998 /s/ Robert D. Green
Robert D. Green, Director
Date: March 31, 1998 /s/ Rolland L. Helmling
Rolland L. Helmling,
Director
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Date: March 31, 1998 /s/ Gerry M. Hippensteel
Gerry M. Hippensteel, Director
Date: March 31, 1998 /s/ Rebecca A. Kaley
Rebecca A. Kaley, Director
Date: March 31, 1998 /s/ Bernard G. Niehaus
Bernard G. Niehaus, Director
Date: March 31, 1998 /s/ Robert E. Seed
Robert E. Seed, Director
Date: March 31, 1998 /s/ John A. Stachura, Jr.
John A. Stachura, Jr. Director
Date: March 31, 1998 /s/ Phillip M. Summers
Phillip M. Summers, Director
Date: March 31, 1998 /s/ Frank J. Weber
Frank J. Weber, Director
<PAGE>
EXHIBIT INDEX
Exhibits
3-A Restated Articles of Incorporation of the Corporation.**
3-B Bylaws of the Corporation, as amended to date.**
10-A Employment Agreement executed January 15, 1985, and
re-executed December 21, 1988, and amended effective
December 31, 1997, between the Corporation and Robert G.
Watson. The copy of this Exhibit filed as Exhibit 10.1 to
the Corporation's Registration Statement on Form S-4 (File
No. 33-61065) filed July 17, 1995, is incorporated herein by
reference.*
10-B 1988 AMBANC Corp. Nonqualified Stock Option Plan, as
amended. The copy of this Exhibit filed as Exhibit 10.2 to
the Corporation's Registration Statement on Form S-4 (File
No. 33-61065) filed July 17, 1995, is incorporated herein by
reference.*
10-C Letter from AMBANC to Robert G. Watson, dated November 8,
1988, granting a stock option. The copy of this Exhibit
filed as Exhibit 10.3 to the Corporation's Registration
Statement on Form S-4 (File No. 33-61065) filed July 17,
1995, is incorporated herein by reference.*
10-D Letter from AMBANC to Robert G. Watson, dated May 16, 1989,
granting stock appreciation rights. The copy of this Exhibit
filed as Exhibit 10.4 to the Corporation's Registration
Statement on Form S-4 (File No. 33-61065) filed July 17,
1995, is incorporated herein by reference.*
10-E Letter from AMBANC to Raymond E. Mott, dated November 8,
1988, granting a stock option. The copy of this Exhibit
filed as Exhibit 10.5 to the Corporation's Registration
Statement on Form S-4 (File No. 33-61065) filed July 17,
1995, is incorporated herein by reference.*
10-F Letter from AMBANC to Raymond E. Mott, dated May 16, 1989,
granting stock appreciation rights. The copy of this Exhibit
filed as Exhibit 10.6 to the Corporation's Registration
Statement on Form S-4 (File No. 33-61065) filed July 17,
1995, is incorporated herein by reference.*
10-G Amended and Restated Supplemental Retirement Benefits
Agreement between the Corporation and Robert G. Watson dated
March 16, 1995. The copy of this Exhibit filed as Exhibit
10-G to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995, is incorporated herein by
reference.*
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10-H AMBANC Corp. Director Stock Grant Plan. The copy of this
Exhibit filed as Exhibit 10-A to the Registrant's Report on
Form 10-Q for the Quarter ended June 30, 1996, is
incorporated herein by reference.*
10-I AMBANC Corp. and Affiliates Director Deferred Compensation
Plan. The copy of this Exhibit filed as Exhibit 10-B to the
Registrant's Report on Form 10-Q for the Quarter ended June
30, 1996, is incorporated herein by reference.*
13 Copy of the portions of the Corporation's Annual Report to
Shareholders for the year ended December 31, 1997, that are
incorporated by reference herein. This exhibit, except for
portions thereof that have expressly been incorporated by
reference into this Report, is furnished for the information
of the Commission and shall not be deemed "filed" as part
hereof.
21 List of Subsidiaries.
23 Consent of Deloitte & Touche LLP.
27 Amended Financial Data Schedule.***
*Indicates an exhibit that describes or evidences a management contract or
compensatory plan or arrangement required to be filed as an exhibit.
**Filed with this Amendment No. 1 to reflect the most recent amendments to the
Articles and Bylaws.
***Filed with this Amendment No. 1 to correct a typographical error in the
amount previously reported as the Allowance-Open and to conform the amount
thereof to the information shown in the Filer's financial statements as filed
with Form 10-K.
No other exhibits are filed with this Amendment No. 1.
EXHIBIT 3-A
RESTATED
ARTICLES OF INCORPORATION
OF
AMBANC CORP.
Ambanc Corp. (hereinafter referred to as the "Corporation"), having
duly elected to be governed by the Indiana Business Corporation Law (the
"Corporation Law") and desiring to amend and restate its Articles of
Incorporation, as amended, effective upon the date of the filing hereof with the
Indiana Secretary of State pursuant to the provisions of the Corporation Law,
submits the following Restated Articles of Incorporation:
ARTICLE I
Name
The name of the Corporation is Ambanc Corp.
ARTICLE II
Purposes and Powers
Section 1. Purposes of the Corporation. The purposes for which the
Corporation is formed are to transact any or all lawful business permitted by
applicable law and for which corporations may now or hereafter be incorporated
under the Corporation Law.
Section 2. Powers of the Corporation. The Corporation shall have (a)
all powers now or hereafter authorized by or vested in corporations pursuant to
the provisions of the Corporation Law, (b) all powers now or hereafter vested in
corporations by common law or any other statute or act, and (c) all powers
authorized by or vested in the Corporation by the provisions of these Restated
Articles of Incorporation or by the provisions of its Bylaws as from time to
time in effect.
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is perpetual.
<PAGE>
ARTICLE IV
Registered Office and Agent
The street address of the Corporation's registered office at the time
of adoption of these Restated Articles of Incorporation is 302 Main Street, P.O.
Box 438, Vincennes, Indiana 47591, and the name of its Resident Agent at such
office at the time of adoption of these Restated Articles of Incorporation is
Robert G.
Watson.
ARTICLE V
Shares
The total number of shares of capital stock that the Corporation has
authority to issue shall be 10,200,000 shares consisting of 10,000,000 common
shares (the "Common Shares") and 200,000 preferred shares (the "Preferred
Shares"). The Corporation's shares shall have a par value of ten dollars
($10.00) per share.
ARTICLE VI
Terms of Shares
Section 1. General Terms of All Shares. The Corporation shall have the
power to acquire (by purchase, redemption, or otherwise), hold, own, pledge,
sell, transfer, assign, reissue, cancel, or otherwise dispose of the shares of
the Corporation in the manner and to the extent now or hereafter permitted by
the laws of the State of Indiana. The power to purchase, redeem, or otherwise
acquire the Corporation's own shares, directly or indirectly, may be exercised
without pro rata treatment of the owners or holders of any class or series of
shares. The Corporation may not purchase, redeem or otherwise acquire the
Corporation's own shares if, after giving effect thereto, the Corporation would
not be able to pay its debts as they become due in the usual course of business
or the Corporation's total assets would be less than its total liabilities
(without regard to any amounts that would be needed, if the Corporation were to
be dissolved at the time of the purchase, redemption, or other acquisition, to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those of the holders of the shares of the
Corporation being purchased, redeemed, or otherwise acquired, unless otherwise
expressly provided with respect to a series of Preferred Shares in the
provisions of these Restated Articles of Incorporation adopted by the Board of
Directors pursuant to Section 3(a) of this Article VI describing the terms of
such series). Shares of the Corporation purchased, redeemed, or otherwise
acquired by it shall constitute authorized but unissued shares, unless the Board
of Directors shall at any time adopt a resolution providing that such shares
constitute authorized and issued but not outstanding shares.
<PAGE>
The Board of Directors of the Corporation may dispose of, issue, and
sell shares in accordance with, and in such amounts as may be permitted by, the
laws of the State of Indiana and the provisions of these Restated Articles of
Incorporation and for such consideration, at such price or prices, at such time
or times and upon such terms and conditions (including the privilege of
selectively repurchasing the same) as the Board of Directors of the Corporation
shall determine, without the authorization or approval by any shareholders of
the Corporation. Shares may be disposed of, issued, and sold to such persons,
firms, or corporations as the Board of Directors may determine, without any
preemptive or other right on the part of the owners or holders of other shares
of the Corporation of any class or kind to acquire such shares by reason of
their ownership of such other shares.
The Corporation shall have the power to declare and pay dividends or
other distributions upon the issued and outstanding shares of the Corporation,
subject to the limitation that a dividend or other distribution may not be made
if, after giving it effect, the Corporation would not be able to pay its debts
as they become due in the usual course of business or the Corporation's total
assets would be less than its total liabilities (without regard to any amounts
that would be needed, if the Corporation were to be dissolved at the time of the
dividend or other distribution, to satisfy the preferential rights upon
dissolution of shareholders whose preferential rights are superior to those of
the holders of shares receiving the dividend or other distribution, unless
otherwise expressly provided with respect to a series of Preferred Shares in the
provisions of these Restated Articles of Incorporation adopted by the Board of
Directors pursuant to Section 3(a) of this Article VI describing the terms of
such series). The Corporation shall have the power to issue shares of one class
or series as a share dividend or other distribution in respect of that class or
series or one or more other classes or series, except as may be otherwise
provided with respect to a series of Preferred Shares in the provisions of these
Restated Articles of Incorporation adopted by the Board of Directors pursuant to
Section 3(a) of this Article VI describing the terms of such series.
Section 2. Terms of Common Shares. The Common Shares shall be equal in
every respect insofar as their relationship to the Corporation is concerned, but
such equality of rights shall not imply equality of treatment as to redemption
or other acquisition of shares by the Corporation. Subject to the rights of the
holders of any issued and outstanding Preferred Shares under this Article VI,
the holders of Common Shares shall be entitled to share ratably in such
dividends or other distributions (other than purchases, redemptions, or other
acquisitions of Common Shares of the Corporation), if any, as are declared and
paid from time to time on the Common Shares at the discretion of the Board of
Directors. In the event of any liquidation, dissolution, or winding up of the
Corporation, either voluntary or involuntary, after payment shall have been made
to the holders of the Preferred Shares of the full amount to which they shall be
entitled under this Article VI, the holders of Common Shares shall be entitled,
to the exclusion of the holders of the Preferred Shares of any and all series,
to share, ratably according to the number of shares of Common Shares held by
them, in all remaining assets of the Corporation available for distribution to
its shareholders.
<PAGE>
Section 3. Terms of Preferred Shares.
(a) Preferred Shares may be issued from time to time in one or more
series, each such series to have such distinctive designation and such
preferences, limitations, and relative voting and other rights as shall be set
forth in these Restated Articles of Incorporation. Subject to the requirements
of the Corporation Law and subject to all other provisions of these Restated
Articles of Incorporation, the Board of Directors of the Corporation may create
one or more series of Preferred Shares and may determine the preferences,
limitations, and relative voting and other rights of one or more series of
Preferred Shares before the issuance of any shares of that series by the
adoption of an amendment to these Restated Articles of Incorporation that
specifies the terms of that series of Preferred Shares. All shares of a series
of Preferred Shares must have preferences, limitations, and relative voting and
other rights identical to those of other shares of the same series. No series of
Preferred Shares need have preferences, limitations, or relative voting or other
rights identical with those of any other series of Preferred Shares.
Before issuing any shares of a series of Preferred Shares, the Board of
Directors shall adopt an amendment to these Restated Articles of Incorporation,
which shall be effective without any shareholder approval or other action, that
fixes and sets forth the distinctive designation of such series; the number of
shares that shall constitute such series, which number may be increased or
decreased (but not below the number of shares thereof then outstanding) from
time to time by action of the Board of Directors; and the preferences,
limitations, and relative voting and other rights of the series. Authority is
hereby expressly vested in the Board of Directors, by such amendment, to fix all
of the preferences or rights, and any qualifications, limitations, or
restrictions of such preferences or rights, of such series to the full extent
permitted by the Corporation Law; provided, however, that no such preferences,
rights, qualifications, limitations, or restrictions shall be in conflict with
these Restated Articles of Incorporation or any amendment hereof.
(b) Preferred Shares of any series that have been redeemed (whether
through the operation of a sinking fund or otherwise) or purchased by the
Corporation, or that, if convertible, have been converted into shares of the
Corporation of any other class or series, may be reissued as a part of such
series or of any other series of Preferred Shares, subject to such limitations
(if any) as may be fixed by the Board of Directors with respect to such series
of Preferred Shares in accordance with Section 3(a) of this Article VI.
<PAGE>
ARTICLE VII
Voting Rights
Section 1. Common Shares. Except as otherwise provided by the
Corporation Law and subject to such shareholder disclosure and recognition
procedures (which may include sanctions for noncompliance therewith to the
fullest extent permitted by the Corporation Law) as the Corporation may by
action of the Board of Directors establish, the Common Shares have unlimited
voting rights. At every meeting of the shareholders of the Corporation every
holder of Common Shares shall be entitled to one vote in person or by proxy for
each Common Share standing in such holder's name on the share transfer records
of the Corporation.
Section 2. Preferred Shares. Except as required by the Corporation Law
or by the provisions of these Restated Articles of Incorporation adopted by the
Board of Directors pursuant to Section 3(a) of Article VI hereof describing the
terms of Preferred Shares or a series thereof, the holders of Preferred Shares
shall have no voting rights or powers. Preferred Shares shall, when validly
issued by the Corporation, entitle the record holder thereof to vote on such
matters, but only on such matters as the holders thereof are entitled to vote
under the Corporation Law or under these Restated Articles of Incorporation
adopted by the Board of Directors pursuant to Section 3(a) of Article VI hereof
describing the terms of Preferred Shares or a series thereof (which provisions
may provide for special, conditional, limited, or unlimited voting rights,
including multiple or fractional votes per share, or for no right to vote,
except to the extent required by the Corporation Law) and subject to such
shareholder disclosure and recognition procedures (which may include sanctions
for noncompliance therewith to the fullest extent permitted by the Corporation
Law) as the Corporation may by action of the Board of Directors establish.
ARTICLE VIII
Directors
Section 1. Number. The Board of Directors at the time of adoption of
these Restated Articles of Incorporation is composed of eleven (11) members. The
number of Directors shall be fixed by, or fixed in accordance with, the Bylaws.
Whenever there are nine or more Directors, the Bylaws may also provide for
staggering the terms of the members of the Board of Directors by dividing the
total number of Directors into two or three groups (with each group containing
one-half or one-third of the total, as near as may be) whose terms of office
expire at different times.
<PAGE>
Section 2. Election of Directors by Holders of Preferred Shares. The
holders of one or more series of Preferred Shares may be entitled to elect all
or a specified number of Directors, but only to the extent and subject to
limitations as may be set forth in the provisions of these Restated Articles of
Incorporation adopted by the Board of Directors pursuant to Section 3(a) of
Article VI hereof describing the terms of the series of Preferred Shares.
Section 3. Vacancies. Vacancies occurring in the Board of Directors shall
be filled in the manner provided in the Bylaws or, if the Bylaws do not provide
for the filling of vacancies, in the manner provided by the Corporation Law.
Section 4. Removal of Directors. Any or all of the members of the Board of
Directors may be removed, with or without cause, at a meeting of the
shareholders called expressly for that purpose, by the affirmative vote of the
holders of at least 80 percent of the outstanding shares then entitled to vote
at an election of Directors. However, a Director elected by the holders of a
series of Preferred Shares as authorized by Section 2 of this Article VIII may
be removed only by the affirmative vote of the holders of at least 80 percent of
the outstanding shares of that series then entitled to vote at an election of
Directors. Directors may not be removed by the Board of Directors.
Section 5. Liability of Directors. A Director's responsibility to the
Corporation shall be limited to discharging his duties as a Director, including
his duties as a member of any committee of the Board of Directors upon which he
may serve, in good faith, with the care an ordinarily prudent person in a like
position would exercise under similar circumstances, and in a manner the
Director reasonably believes to be in the best interests of the Corporation, all
based on the facts then known to the Director.
<PAGE>
In discharging his duties, a Director is entitled to rely on
information, opinions, reports, or statements, including financial statements
and other financial data, if prepared or presented by:
(a) One or more officers or employees of the Corporation whom
the Director reasonably believes to be reliable and competent in the
matters presented;
(b) Legal counsel, public accountants, or other persons as to
matters the Director reasonably believes are within such person's
professional or expert competence; or
(c) A committee of the Board of which the Director is not a
member if the Director reasonably believes the committee merits
confidence;
but a Director is not acting in good faith if the Director has knowledge
concerning the matter in question that makes reliance otherwise permitted by
this Section 5 unwarranted. A Director may, in considering the best interests of
the Corporation, consider the effects of any action on shareholders, employees,
suppliers, and customers of the Corporation, and communities in which offices or
other facilities of the Corporation are located, and any other factors the
Director considers pertinent.
Directors shall be immune from personal liability for any action taken
as a Director, or any failure to take any action, to the fullest extent
permitted by the applicable provisions of the Corporation Law from time to time
in effect and by general principles of corporate law.
ARTICLE IX
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Section 1. Bylaws. The Board of Directors shall have the exclusive
power to make, alter, amend, or repeal, or to waive provisions of, the Bylaws of
the Corporation by the affirmative vote of a majority of the number of Directors
then in office, except as provided by the Corporation Law. All provisions for
the regulation of the business and management of the affairs of the Corporation
not stated in these Restated Articles of Incorporation shall be stated in the
Bylaws. The Board of Directors may also adopt Emergency Bylaws of the
Corporation and shall have the exclusive power (except as may otherwise be
provided therein) to make, alter, amend, or repeal, or to waive provisions of,
the Emergency Bylaws by the affirmative vote of a majority of the entire number
of Directors at the time.
<PAGE>
Section 2. Amendment or Repeal. (a) Any amendment, change or repeal of
Section 4 of Article VIII, Section 2 of this Article IX, or Article X of these
Restated Articles of Incorporation, or any other amendment of these Restated
Articles of Incorporation which would have the effect of modifying or permitting
circumvention of those provisions, shall require the affirmative vote, at a
meeting of shareholders of the Corporation, by the holders of at least 80
percent of the outstanding shares of all classes of Voting Shares of the
Corporation (considered for purposes of this Section 2(a) as a single class and
as defined in Article X) and, if the amendment, change or repeal shall be
proposed by or on behalf of a Related Person (as that term is defined in Article
X), by an Independent Majority of Shareholders; provided, however, that this
Section 2(a) shall not apply to, and such vote shall not be required for, any
such amendment, change or repeal recommended to shareholders by the favorable
vote of not less than two-thirds of the Board of Directors and, if the
amendment, change or repeal shall be proposed by or on behalf of a Related
Person, by the favorable vote of not less than two-thirds of the Continuing
Directors (as defined in Article X and computed with reference to the Related
Person who shall propose such amendment, change or repeal), and any such
amendment, change or repeal so recommended shall require only the shareholder
vote required under the applicable provisions of the Corporation Law.
(b) Except as otherwise expressly provided in Section 2(a) above, the
Corporation shall be deemed, for all purposes, to have reserved the right to
amend, alter, change or repeal any provision contained in these Restated
Articles of Incorporation to the extent and in the manner now or hereafter
permitted or prescribed by statute, and all rights herein conferred upon
shareholders are granted subject to such reservation.
ARTICLE X
Approval of Business Combinations
Section 1. Supermajority Vote. Except as provided in Sections 2 and 3
of this Article X, neither the Corporation nor any of its Subsidiaries shall
become party to any Business Combination with a Related Person without the prior
affirmative vote at a meeting of the Corporation's shareholders:
(a) By the holders of not less than 80 percent of the outstanding
shares of all classes of Voting Shares of the Corporation considered for
purposes of this Article X as a single class, and
<PAGE>
(b) By an Independent Majority of Shareholders.
Such favorable votes shall be in addition to any shareholder vote that would be
required without reference to this Section 1 and shall be required
notwithstanding the fact that no vote may be required, or that some lesser
percentage may be specified by law or in other Articles of these Restated
Articles of Incorporation or the Bylaws of the Corporation or otherwise.
Section 2. Reduced Supermajority Vote for Fair Pricing. The percentage
vote required by Section 1(a) of this Article X shall be reduced from not less
than 80 percent to not less than two-thirds, if all of the conditions set forth
in subsections (a) through (d) of this Section 2 are satisfied.
(a) The fair market value of the property, securities or other
consideration to be received per share by holders of each class or series of
capital shares of the Corporation in the Business Combination is not less, as of
the date of the consummation of the Business Combination (the "Consummation
Date"), than the higher of the following: (i) the highest per share price (with
appropriate adjustments for recapitalizations and for share splits, share
dividends and like distributions) including brokerage commissions and
solicitation fees paid by the Related Person in acquiring any of its holdings of
such class or series of capital shares within the two-year period immediately
prior to the first public announcement of the proposed Business Combination
("Announcement Date") or in the transaction in which it became a Related Person,
whichever is higher, plus interest compounded annually, from the later of the
date that the Related Person became a Related Person (the "Determination Date"),
or the date two years before the Consummation Date through the Consummation
Date, at the rate publicly announced as the "prime rate" of interest of
Citibank, N.A. (or of such other major bank headquartered in New York as may be
selected by a majority of the Continuing Directors) from time to time in effect,
less the aggregate amount of any cash dividends paid and the fair market value
of any dividends paid in other than cash on each share from the date from which
interest accrues under the preceding clause through the Consummation Date up to
but not exceeding the amount of interest so payable per share; OR (ii) if such
class or series is then traded on an exchange or is the subject of regularly
published quotations from three or more broker/dealers who make a market in such
class or series for their own accounts, the fair market value per share of such
class or series on the Announcement Date, as determined by the highest closing
sales price on such exchange or the highest closing bid quotation with respect
to such shares during the 30-day period immediately preceding the Announcement
Date. In the event of a Business Combination upon consummation of which the
Corporation would be the surviving corporation or company or would continue to
exist (unless it is provided, contemplated or intended that as part of such
Business Combination or within one year after consummation thereof a plan of
liquidation or dissolution of the Corporation will be effected), the term "other
consideration to be received" shall include (without limitation) Common Shares
and/or the shares of any other class retained by shareholders of the Corporation
other than Related Persons who are parties to such Business Combination;
<PAGE>
(b) The consideration to be received in such Business Combination by
holders of each class or series of capital shares other than the Related Person
involved shall, except to the extent that a shareholder agrees otherwise as to
all or part of the shares which he or she owns, be in the same form and of the
same kind as the consideration paid by the Related Person in acquiring the
majority of the capital shares of such class or series already Beneficially
Owned by it within the two-year period ending on the Determination Date;
(c) After such Related Person became a Related Person and prior to the
consummation of such Business Combination: (i) such Related Person shall have
taken steps to insure that the Board of Directors of the Corporation included at
all times representation by Continuing Directors proportionate to the ratio that
the number of Voting Shares of the Corporation from time to time not
Beneficially Owned by the Related Person bears to all Voting Shares of the
Corporation outstanding at the time in question (with a Continuing Director to
occupy any resulting fractional position among the Directors); (ii) such Related
Person shall not have acquired from the Corporation, directly or indirectly, any
shares of the Corporation (except upon conversion of convertible securities
acquired by it prior to becoming a Related Person or as a result of a pro rata
share dividend, share split or division of shares or in a transaction that
satisfied all applicable requirements of this Article X); (iii) such Related
Person shall not have acquired any additional Voting Shares of the Corporation
or securities convertible into or exchangeable for Voting Shares except as a
part of the transaction which resulted in such Related Person's becoming a
Related Person; and (iv) such Related Person shall not have received the
benefit, directly or indirectly (except proportionately as a shareholder), of
any loans, advances, guarantees, pledges or other financial assistance or tax
credits provided by the Corporation or any Subsidiary, or made any major change
in the Corporation's business or equity capital structure or entered into any
contract, arrangement or understanding with the Corporation except any such
change, contract, arrangement or understanding as may have been approved by the
favorable vote of not less than a majority of the Continuing Directors of the
Corporation; and
(d) A proxy statement complying with the requirements of the Securities
Exchange Act of 1934 and the rules and regulations of the Securities and
Exchange Commission thereunder, as then in force for corporations subject to the
requirements of Section 14 of such Act (even if the Corporation is not otherwise
subject to Section 14 of such Act), shall have been mailed to all holders of
Voting Shares for the purpose of soliciting shareholder approval of such
Business Combination. Such proxy statement shall contain on the face page
thereof, in a prominent place, any recommendations as to the advisability (or
inadvisability) of the Business Combination which the Continuing Directors, or
any of them, may have furnished in writing and, if deemed advisable by a
majority of the Continuing Directors, a fair summary of an opinion of a
reputable investment banking firm addressed to the Corporation as to the
fairness (or lack of fairness) of the terms of such Business Combination from
the point of view of the holders of Voting Shares other than any Related Person
(such investment banking firm to be selected by a majority of the Continuing
Directors, to be furnished with all information it reasonably requests, and to
be paid a reasonable fee for its services upon receipt by the Corporation of
such opinion).
<PAGE>
Section 3. Director Approval Exception. The provisions of Sections 1 and 2
of this Article X shall not apply if:
(a) The Continuing Directors of the Corporation by a two-thirds vote
(i) have expressly approved a memorandum of understanding with the Related
Person with respect to the Business Combination prior to the time the Related
Person became a Related Person and the Business Combination is effected on
substantially the same terms and conditions as are provided by the memorandum of
understanding, or (ii) have otherwise approved the Business Combination (this
provision is incapable of satisfaction unless there is at least one Continuing
Director); or
(b) The Business Combination is solely between the Corporation and
another corporation, one hundred percent of the Voting Shares which are owned
directly or indirectly by the Corporation.
Section 4. Definitions. For purpose of this Article X:
(a) A "Business Combination" means:
(i) the sale, exchange, lease, transfer or other disposition to or with
a Related Person or any Affiliate or Associate of such Related Person by the
Corporation or any of its Subsidiaries (in a single transaction or a Series of
Related Transactions) of all or substantially all, or any Substantial Part, of
its or their assets or businesses (including, without limitation, any securities
issued by a Subsidiary);
(ii) The purchase, exchange, lease or other acquisition by the
Corporation or any of its Subsidiaries (in a single transaction or a Series of
Related Transactions) of all or substantially all, or any Substantial Part, of
the assets or business of a Related Person or any Affiliate or Associate of such
Related Person;
(iii) Any merger or consolidation of the Corporation or any Subsidiary
thereof into or with a Related Person or any Affiliate or Associate of such
Related Person or into or with another Person which, after such merger or
consolidation, would be an Affiliate or an Associate of a Related Person, in
each case irrespective of which Person is the surviving entity in such merger or
consolidation;
(iv) Any reclassification of securities, recapitalization or other
transaction (other than a redemption in accordance with the terms of the
security redeemed) which has the effect, directly or indirectly, of increasing
the proportionate amount of Voting Shares of the Corporation or any Subsidiary
thereof which are Beneficially Owned by a Related Person, or any partial or
complete liquidation, spinoff, splitoff or splitup of the Corporation or any
Subsidiary thereof; provided, however, that this Section 4(a)(iv) shall not
include any such transaction that has been approved by a majority of the
Continuing Directors; or
<PAGE>
(v) The acquisition upon the issuance thereof of Beneficial Ownership
by a Related Person of Voting Shares or securities convertible into Voting
Shares or any voting securities or securities convertible into voting securities
of any Subsidiary of the Corporation, or the acquisition upon the issuance
thereof of Beneficial Ownership by a Related Person of any rights, warrants or
options to acquire any of the foregoing or any combination of the foregoing
Voting Shares or voting securities of the Subsidiary.
(b) A "Series of Related Transactions" shall be deemed to include not
only a series of transactions with the same Related Person but also a series of
separate transactions with a Related Person or any Affiliate or Associate of
such Related Person.
(c) A "Person" shall mean any individual, firm, corporation or other
entity and any partnership, syndicate or other group.
(d) "Related Person" shall mean any Person (other than the Corporation
or any of the Corporation's Subsidiaries) who or that:
(i) is the Beneficial Owner, directly or indirectly, of more than ten
percent of the voting power of the outstanding Voting Shares;
(ii) is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the Beneficial
Owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding Voting Shares; or
(iii) is an assignee of or has otherwise succeeded to any Voting Shares
which were at any time within the two-year period immediately prior to the date
in question beneficially owned by any Related Person, if such assignment or
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933.
A Related Person shall be deemed to have acquired a share of the Corporation at
the time when such Related Person became the Beneficial Owner thereof. For the
purposes of determining whether a Person is the Beneficial Owner of ten percent
or more of the voting power of the then outstanding Voting Shares, the
outstanding Voting Shares shall be deemed to include any Voting Shares that may
be issuable to such Person pursuant to a right to acquire such Voting Shares and
that is therefore deemed to be Beneficially Owned by such Person pursuant to
Section 4(e)(ii)(a) of this Article X. A Person who is a Related Person at (i)
the time any definitive agreement relating to a Business Combination is entered
into, (ii) the record date for the determination of shareholders entitled to
notice of and to vote on a Business Combination, or (iii) the time immediately
prior to the consummation of a Business Combination, shall be deemed a Related
Person.
<PAGE>
(e) A Person shall be a "Beneficial Owner" of any Voting Shares:
(i) which such Person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or
(ii) which such Person or any of its Affiliates or Associates has (a)
the right to acquire (whether such right is exercisable immediately or only
after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by any
other Person with which such Person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any Voting Shares.
(f) An "Affiliate" of, or a person Affiliated with, a specific Person,
means a Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, the Person
specified.
(g) The term "Associate" used to indicate a relationship with any
Person, means (i) any corporation or organization (other than this Corporation
or a majority-owned Subsidiary of this Corporation) of which such Person is an
officer or partner or is, directly or indirectly, the Beneficial Owner of five
percent or more of any class of equity securities, (ii) any trust or other
estate in which such Person has a substantial beneficial interest or as to which
such Person serves as trustee or in a similar fiduciary capacity, (iii) any
relative or spouse of such Person, or any relative of such spouse, who has the
same home as such Person, or (iv) any investment company registered under the
Investment Company Act of 1940, for which such Person or any Affiliate of such
Person serves as investment advisor.
(h) "Subsidiary" means any corporation of which a majority of any class
of equity security is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Related Person set
forth in paragraph (d) of this Section 4, the term "Subsidiary" shall mean only
a corporation of which a majority of each class of equity security is owned,
directly or indirectly, by the Corporation.
<PAGE>
(i) "Continuing Director" means any member of the Board of Directors of
the Corporation (the "Board"), other than the Related Person who proposes the
Business Combination in question and his Affiliates and Associates, who was a
member of the Board prior to the time that the Related Person who proposes the
Business Combination in question became a Related Person or who is a successor
of a Continuing Director who was recommended to succeed a Continuing Director by
a majority of Continuing Directors then on the Board.
(j) "Independent Majority of Shareholders" shall mean the holders of a
majority of the outstanding Voting Shares that are not Beneficially Owned or
controlled, directly or indirectly, by the Related Person who proposes the
Business Combination in question.
(k) "Voting Shares" shall mean all outstanding capital shares of the
Corporation or another corporation entitled to vote generally in the election of
Directors, and each reference to a proportion of Voting Shares shall refer to
such proportion of the votes entitled to be cast by such shares.
(l) "Substantial Part" means properties and assets involved in any
single transaction or a Series of Related Transactions having an aggregate fair
market value of more than ten percent of the total consolidated assets of the
Person in question as determined immediately prior to such transaction or Series
of Related Transactions.
Section 5. Director Determinations. A majority of the Continuing
Directors shall have the power to determine for the purposes of this Article X,
on the basis of information known to them: (i) the number of Voting Shares of
which any Person is the Beneficial Owner, (ii) whether a Person is an Affiliate
or Associate of another, (iii) whether a Person has an agreement, arrangement or
understanding with another as to the matters referred to in the definition of
"Beneficial Owner," (iv) whether the assets subject to any Business Combination
constitute a Substantial Part, (v) whether two or more transactions constitute a
Series of Related Transactions, and (vi) such other matters with respect to
which a determination is required under this Article X.
<PAGE>
In connection with the exercise of its judgment in determining what is in
the best interests of the Corporation and its shareholders when evaluating a
Business Combination or a proposal by another Person or Persons to make a
Business Combination or a tender or exchange offer, the Board of Directors of
the Corporation shall, in addition to considering the adequacy of the
consideration to be paid in connection with any such transaction, consider all
of the following factors and any other factors that it deems relevant: (i) the
social and economic effects of the transaction on the Corporation and its
Subsidiaries, employees, depositors, loan and other customers, creditors and
other elements of the communities in which the Corporation and its Subsidiaries
operate or are located; (ii) the business and financial condition and earnings
prospects of the acquiring Person or Persons, including, but not limited to,
debt service and other existing or likely financial obligations of the acquiring
Person or Persons and their Affiliates and Associates, and the possible effect
of such conditions upon the Corporation and its Subsidiaries and the other
elements of the communities in which the Corporation and its Subsidiaries
operate or are located; and (iii) the competence, experience, and integrity of
the acquiring Person or Persons and its or their management and Affiliates and
Associates.
Section 6. Fiduciary Obligations Unaffected. Nothing in this Article X
shall be construed to relieve any Related Person from any fiduciary duty imposed
by law.
EXHIBIT 3-B
BYLAWS
OF
AMBANC CORP.
(As Amended October 20, 1995)
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meetings. Annual meetings of the shareholders of the
Corporation shall be held at such hour and at such place within or without the
State of Indiana as shall be designated by the Board of Directors.
Section 1.2. Special Meetings. Special meetings of the shareholders of
the Corporation may be called at any time by the Board of Directors or the
President and shall be called by the Board of Directors if the Secretary
receives written, dated, and signed demands for a special meeting, describing in
reasonable detail the purpose or purposes for which it is to be held, from the
holders of shares representing at least 25 percent of all votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting. If
the Secretary receives one or more proper written demands for a special meeting
of shareholders, the Board of Directors may set a record date for determining
shareholders entitled to make such demand. The Board of Directors or the
President, as the case may be, calling a special meeting of shareholders shall
set the date, time, and place of such meeting, which may be held within or
without the State of Indiana.
Section 1.3. Notices. A written notice, stating the date, time and place
of any meeting of the shareholders, and in the case of a special meeting the
purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation, to each shareholder of record of the
Corporation entitled to notice of or to vote at such meeting no fewer than 10
nor more than 60 days before the date of the meeting, or as otherwise provided
by the Corporation Law. In the event of a special meeting of shareholders
required to be called as the result of a demand therefor made by shareholders,
such notice shall be given no later than the sixtieth day after the
Corporation's receipt of the demand requiring the meeting to be called. Notice
of shareholders' meetings, if mailed, shall be mailed, postage prepaid, to each
shareholder at his address shown in the Corporation's current record of
shareholders.
<PAGE>
A shareholder or his proxy may at any time waive notice of a meeting if
the waiver is in writing and is delivered to the Corporation for inclusion in
the minutes or filing with the Corporation's records. A shareholder's attendance
at a meeting, whether in person or by proxy, (a) waives objection to lack of
notice or defective notice of the meeting, unless the shareholder or his proxy
at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (b) waives objection to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder or his proxy objects to
considering the matter when it is presented. Each shareholder who has in the
manner above provided waived notice or objection to notice of the shareholders'
meeting shall be conclusively presumed to have been given due notice of such
meeting, including the purpose or purposes thereof.
If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new, date, time or place is announced at the meeting before
adjournment, unless a new record date is or must be established for the
adjourned meeting.
Section 1.4. Voting. Except as otherwise provided by the Corporation Law
or the Corporation's Articles of Incorporation, each capital share of any class
of the Corporation that is outstanding at the record date and represented in
person or by proxy at the annual or special meeting shall entitle the record
holder thereof, or his proxy, to one vote on each matter voted on at the
meeting.
Section 1.5. Quorum. Unless the Corporation's Articles of Incorporation
or the Corporation Law provide otherwise, at all meetings of shareholders a
majority of the votes entitled to be cast on a matter, represented in person or
by proxy, constitutes a quorum for action on the matter. Action may be taken at
a shareholders' meeting only on matters with respect to which a quorum exists;
provided, however, that any meeting of shareholders, including annual and
special meetings and any adjournments thereof, may be adjourned to a later date
although less than a quorum is present. Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting and for any meeting held pursuant to an adjournment of that
meeting unless a new record date is or must be set for that adjourned meeting.
Section 1.6. Vote Required to Take Action. If a quorum exists as to a
matter to be considered at a meeting of shareholders, action on such matter
(other than the election of Directors) is approved if the votes properly cast
favoring the action exceed the votes properly cast opposing the action, unless
the Corporation's Articles of Incorporation or the Corporation Law require a
greater number of affirmative votes. Directors shall be elected by a plurality
of the votes properly cast.
<PAGE>
Section 1.7. Record Date. Only such persons shall be entitled to notice
of or to vote, in person or by proxy, at any shareholders' meeting as shall
appear as shareholders upon the books of the Corporation as of such record date
as the Board of Directors shall determine, which date may not be earlier than
the date 70 days immediately preceding the meeting unless otherwise permitted by
the Corporation Law. In the absence of such determination, the record date shall
be the fiftieth day immediately preceding the date of such meeting. Unless
otherwise provided by the Board of Directors, shareholders shall be determined
as of the close of business on the record date.
Section 1.8. Proxies. A shareholder may vote his shares either in person
or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the
shareholder (including authorizing the proxy to receive, or to waive, notice of
any shareholders' meetings within the effective period of such proxy) by signing
an appointment form, either personally or by the shareholder's attorney-in-fact.
An appointment of a proxy is effective when received by the Secretary or other
officer or agent authorized to tabulate votes and is effective for 11 months
unless a longer period is expressly provided in the appointment form. The
proxy's authority may be limited to a particular meeting or may be general and
authorize the proxy to represent the shareholder at any meeting of shareholders
held within the time provided in the appointment form. Subject to the
Corporation Law and to any express limitation on the proxy's authority appearing
on the face of the appointment form, the Corporation is entitled to accept the
proxy's vote or other action as that of the shareholder making the appointment.
ARTICLE II
Directors
Section 2.1. Number and Term. The business of the Corporation shall be
managed by a Board of Directors consisting of at least 9 Directors and no more
than 20 Directors. The exact number of Directors of the Corporation shall be
fixed by the Board of Directors within the range established by the preceding
sentence, and may be changed within that range from time to time by the Board of
Directors. Each Director, throughout the duration of such Director's term, shall
own of record and beneficially no fewer than five hundred (500) shares of the
Corporation's common stock. The Directors shall be divided into three equal (or
as nearly equal as possible) classes with only one class of Directors being
elected at any annual meeting. The term of each class of Directors elected shall
be three years. Despite the expiration of a Director's term, the Director shall
continue to serve until his successor is elected and qualified, or until the
earlier of his death, resignation, disqualification, or removal, or until there
is a decrease in the number of Directors. Directors shall resign from the Board
no later than the 31st of December of the year in which their 70th birthday
occurs. Any vacancy in the Board of Directors, from whatever cause arising,
including any increase in the size of the Board of Directors as fixed by the
Board of Directors, shall be filled by selection of a successor by a majority
vote of the remaining members of the Board of Directors (even if less than a
quorum), the term of which successor shall extend for the unexpired term of the
class of which he is a member; provided, however, that if such vacancy or
vacancies leave the Board of Directors with no members or if the remaining
members of the Board are unable to agree upon a successor or determine not to
select a successor, such vacancy may be filled by a vote of the shareholders at
a special meeting called for that purpose or at the next annual meeting of
shareholders. Vacancies caused by an increase in the number of Directors shall
be apportioned so as to make the classes as nearly equal as possible. The
Directors and each of them shall have no authority to bind the Corporation
except when acting as a Board.
<PAGE>
Section 2.2. Quorum and Vote Required to Take Action. At least one third
of the whole Board of Directors (the size of which shall be determined in
accordance with the latest action of the Board of Directors fixing the number of
Directors) shall be necessary to constitute a quorum for the transaction of any
business, except the filling of vacancies. If a quorum is present when a vote is
taken, the affirmative vote of a majority of the Directors present shall be the
act of the Board of Directors, unless the act of a greater number is required by
the Corporation Law, the Corporation's Articles of Incorporation, or these
Bylaws.
Section 2.3. Annual and Regular Meetings. The Board of Directors shall
meet annually, without notice, on the same day as the annual meeting of the
shareholders, for the purpose of transacting such business as properly may come
before the meeting. Other regular meetings of the Board of Directors, in
addition to said annual meeting, shall be held on such dates, at such times, and
at such places as shall be fixed by resolution adopted by the Board of Directors
or otherwise communicated to the Directors. The Board of Directors may at any
time alter the date for the next regular meeting of the Board of Directors.
Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be called by any member of the Board of Directors upon not less
than 24 hours' notice given to each Director of the date, time and place of the
meeting, which notice need not specify the purpose or purposes of the special
meeting. Such notice may be communicated in person (either in writing or
orally), by telephone, telegraph, teletype or other form of wire or wireless
communication or by mail, and shall be effective at the earlier of the time of
its receipt or, if mailed, five days after its mailing. Notice of any meeting of
the Board may be waived in writing at any time if the waiver is signed by the
Director entitled to the notice and is filed with the minutes or corporate
records. A Director's attendance at or participation in a meeting waives any
required notice to the Director of the meeting, unless the Director at the
beginning of the meeting (or promptly upon the Director's arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
Section 2.5. Written Consents. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one or more written consents describing the action taken, signed by each
Director, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this Section 2.5 is effective
when the last Director signs the consent, unless the consent specifies a
different prior or subsequent effective date, in which case the action is
effective on or as of the specified date. A consent signed under this Section
2.5 has the effect of a meeting vote and may be described as such in any
document.
Section 2.6. Participation by Conference Telephone. The Board of
Directors may permit any or all Directors to participate in a regular or special
meeting by, or through the use of, any means of communication, such as
conference telephone, by which all Directors participating may simultaneously
hear each other during the meeting. A Director participating in a meeting by
such means shall be deemed to be present in person at the meeting.
<PAGE>
Section 2.7. Committees.
(a) The Board of Directors may create one or more committees and appoint
members of the Board of Directors to serve on them, by resolution of the Board
of Directors adopted by a majority of all the Directors in office when the
resolution is adopted. Each committee may have one or more members, and all the
members of a committee shall serve at the pleasure of the Board of Directors.
(b) To the extent specified by the Board of Directors in the resolutions
creating a committee, each committee may exercise all of the authority of the
Board of Directors; provided, however, that a committee may not:
(1) authorize dividends or other distributions as defined by the
Corporation Law, except a committee may authorize or approve a
reacquisition of shares if done according to a formula or method
prescribed by the Board of Directors;
(2) approve or propose to shareholders action that is required
to be approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of its
committees;
(4) amend the Corporation's Articles of Incorporation;
(5) adopt, amend, repeal, or waive any provision of these
Bylaws; or
(6) approve a plan of merger not requiring shareholder approval.
(c) Except to the extent inconsistent with the resolutions creating a
committee, Sections 2.2 through 2.6 of these Bylaws, which govern meetings,
action without meetings, notice and waiver of notice, quorum and voting
requirements, and telephone participation in meetings of the Board of Directors,
apply to the committee and its members as well.
<PAGE>
Section 2.8. Executive Committee.
(a) There should be an Executive Committee of the Corporation, which
shall consist of the President of the Corporation, a maximum of five
non-employee Directors and any other employee Director the Board of Directors
shall elect. The President shall serve on the Executive Committee in a
non-voting capacity. No member of the Executive Committee shall continue to be a
member thereof after he ceases to be a Director of the Corporation. During
intervals between meetings of the Board of Directors, the Executive Committee
shall exercise all of the authority of the Board of Directors in the management
of the Corporation except as otherwise limited by the Corporation Law, these
Bylaws, or the Board of Directors. The Executive Committee shall cause minutes
of its proceedings to be distributed to all Directors to be kept filed with
minutes of the proceedings of the Board of Directors.
(b) Except to the extent inconsistent with resolutions of the Board of
Directors, Sections 2.2 through 2.6 of these Bylaws, which govern meetings,
action without meetings, notice and waiver of notice, quorum and voting
requirements, and telephone participation in meetings of the Board of Directors,
apply to the Executive Committee and its members as well.
ARTICLE III
Officers
Section 3.1. Designation, Selection and Terms. The officers of the
Corporation shall consist of the President and the Secretary. The Board of
Directors may also elect Vice Presidents, Assistant Secretaries and such other
officers or assistant officers as it may from time to time determine by
resolution creating the office and defining the duties thereof. In defining the
duties of officers, the Board of Directors may designate a chief executive
officer, a chief operating officer, a chief administrative officer, a chief
financial officer, a chief accounting officer or similar functional titles. The
officers of the Corporation shall be elected by the Board of Directors and need
not be selected from among the members of the Board of Directors, except for the
President who shall be a member of the Board of Directors. Any two or more
offices may be held by the same person. All officers shall serve at the pleasure
of the Board of Directors. The election or appointment of an officer does not
itself create contract rights.
Section 3.2. Removal. The Board of Directors may remove any officer at any
time with or without cause. Vacancies in such offices, however occurring, may be
filled by the Board of Directors at any meeting of the Board of Directors.
Section 3.3. President. The President shall have and may exercise all of
the powers and duties as are incident to his office or may from time to time be
delegated to him by the Board of Directors or defined in these Bylaws.
Section 3.4. Secretary. The Secretary shall be the custodian of the books,
papers and records of the Corporation and of its corporate seal, if any, and
shall be responsible for seeing that the Corporation maintains the records
required by the Corporation Law (other than accounting records) and that the
Corporation files with the Indiana Secretary of State the annual report required
by the Corporation Law. The Secretary shall be responsible for preparing minutes
of the meetings of the shareholders and of the Board of Directors and for
authenticating records of the Corporation, and he shall perform all of the other
duties usual in the office of the Secretary of a corporation.
ARTICLE IV
Indemnification of Officers,
Directors and Other Eligible Persons
Section 4.1. General. To the extent not inconsistent with applicable law,
every Eligible Person shall be indemnified by the Corporation against all
Liability and reasonable Expense that may be incurred by him in connection with
or resulting from any Claim:
<PAGE>
(a) if such Eligible Person is Wholly Successful with respect
to the Claim, or
(b) if not Wholly Successful, then if such Eligible Person is
determined, as provided in either Section 4.3(a) or 4.3(b) of this
Article IV, to have:
(1) conducted himself in good faith; and
(2) reasonably believed:
(i) in the case of conduct in his official capacity
with the Corporation, that his conduct was in its best
interest; and
(ii) in all other cases, that his conduct was at least
not opposed to its best interest; and
(3) in the case of any criminal proceeding, either:
(i) had reasonable cause to believe his conduct was
lawful; or
(ii) had no reasonable cause to believe his conduct was
unlawful.
The termination of any Claim, by judgment, order, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that an Eligible
Person did not meet the standards of conduct set forth in clause (b) of this
Section 4.1. The actions of an Eligible Person with respect to an employee
benefit plan subject to the Employee Retirement Income Security Act of 1974
shall be deemed to have been taken in what the Eligible Person reasonably
believed to be the best interests of the Corporation or at least not opposed to
its best interests if the Eligible Person reasonably believed he was acting in
conformity with the requirements of such Act or he reasonably believed his
actions to be in the interests of the participants in or beneficiaries of the
plan.
<PAGE>
Section 4.2. Definitions.
(a) The term "Claim" as used in this Article IV shall include every
pending, threatened, or completed claim, action, suit, or proceeding and all
appeals thereof (whether brought by or in the right of this Corporation or any
other corporation or otherwise), civil, criminal, administrative, or
investigative, formal or informal, in which an Eligible Person may become
involved, as a party or otherwise: (i) by reason of his being or having been an
Eligible Person, or (ii) by reason of any action taken or not taken by him in
his capacity as an Eligible Person, whether or not he continued in such capacity
at the time such Liability or Expense shall have been incurred.
(b) The term "Eligible Person" as used in this Article IV shall mean
every person (and the estate, heirs, and personal representatives of such
person) who is or was a Director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee, agent, or fiduciary of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other organization
or entity, whether for profit or not. An Eligible Person shall also be
considered to have been serving an employee benefit plan at the request of the
Corporation if his duties to the Corporation also imposed duties on, or
otherwise involved services by, him to the plan or to participants in or
beneficiaries of the plan.
(c) The terms "Liability" and "Expense" as used in this Article IV shall
include, but shall not be limited to, counsel fees and disbursements and amounts
of judgments, fines, or penalties against (including excise taxes assessed with
respect to an employee benefit plan), and amounts paid in settlement by or on
behalf of, an Eligible Person.
(d) The term "Wholly Successful" as used in this Article IV shall mean
(i) termination of any Claim against the Eligible Person in question without any
finding of liability or guilt against him, (ii) approval by a court, with
knowledge of the indemnity herein provided, of a settlement of any Claim, or
(iii) the expiration of a reasonable period of time after making or threatened
making of any Claim without the institution of the same, without any payment or
promise made to induce a settlement.
<PAGE>
Section 4.3. Procedure.
(a) Every Eligible Person claiming indemnification hereunder (other than
one who has been Wholly Successful with respect to any Claim) shall be entitled
to indemnification (i) if special independent legal counsel, which may be
regular counsel of the Corporation or other disinterested person or persons, in
either case selected by the Board of Directors, whether or not a disinterested
quorum exists (such counsel or person or persons being hereinafter called the
"Referee"), shall deliver to the Corporation a written finding that such
Eligible Person has met the standards of conduct set forth in clause (b) of
Section 4.1, and (ii) if the Board of Directors, acting upon such written
finding, so determines. The Board of Directors shall, if an Eligible Person is
found to be entitled to indemnification pursuant to the preceding sentence, also
determine the reasonableness of the Eligible Persons's Expenses. The Eligible
Person claiming indemnification shall, if requested, appear before the Referee,
answer questions that the Referee deems relevant, and shall be given ample
opportunity to present to the Referee evidence upon which he relies for
indemnification. The Corporation shall, at the request of the Referee, make
available facts, opinions or other evidence in any way relevant to the Referee's
finding that are within the possession or control of the Corporation.
(b) If an Eligible Person claiming indemnification pursuant to Section
4.3(a) of this Article IV is found not to be entitled thereto, or if the Board
of Directors fails to select a Referee under Section 4.3(a) within a reasonable
amount of time following a written request of an Eligible Person for the
selection of a Referee, or if the Referee or the Board of Directors fails to
make a determination under Section 4.3(a) within a reasonable amount of time
following the selection of a Referee, the Eligible Person may apply for
indemnification with respect to a Claim to a court of competent jurisdiction,
including a court in which the Claim is pending against the Eligible Person. On
receipt of an application, the court, after giving notice to the Corporation and
giving the Corporation ample opportunity to present to the court any information
or evidence relating to the claim for indemnification that the Corporation deems
appropriate, may order indemnification if it determines that the Eligible Person
is entitled to indemnification with respect to the Claim because such Eligible
Person met the standards of conduct set forth in clause (b) of Section 4.1 of
this Article IV. If the court determines that the Eligible Person is entitled to
indemnification, the court shall also determine the reasonableness of the
Eligible Person's Expenses.
Section 4.4. Nonexclusive Rights. The right of indemnification provided
in this Article IV shall be in addition to any rights to which any Eligible
Person may otherwise be entitled. Irrespective of the provisions of this Article
IV, the Board of Directors may, at any time and from time to time, (a) approve
indemnification of any Eligible Person to the full extent permitted by the
provisions of applicable law at the time in effect, whether on account of past
or future transactions, and (b) authorize the Corporation to purchase and
maintain insurance on behalf of any Eligible Person against any Liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such Liability.
<PAGE>
Section 4.5. Expenses. Expenses incurred by an Eligible Person with
respect to any Claim may be advanced by the Corporation (by action of the Board
of Directors, whether or not a disinterested quorum exists) prior to the final
disposition thereof upon receipt of any undertaking by or on behalf of the
recipient to repay such amount unless he is determined to be entitled to
indemnification.
Section 4.6. Contract. The provisions of this Article IV shall be deemed
to be a contract between the Corporation and each Eligible Person, and an
Eligible Person's rights hereunder with respect to a Claim shall not be
diminished or otherwise adversely affected by any repeal, amendment, or
modification of this Article IV that occurs subsequent to the date of any action
taken or not taken by reason of which such Eligible Person becomes involved in a
Claim.
Section 4.7. Effective Date. The provisions of this Article IV shall be
applicable to Claims made or commenced after the adoption hereof, whether
arising from acts or omissions to act occurring before or after the adoption
hereof.
ARTICLE V
Checks
All checks, drafts, or other orders for payment of money shall be signed
in the name of the Corporation by such officers or persons as shall be
designated from time to time by resolution adopted by the Board of Directors and
included in the minute book of the Corporation.
ARTICLE VI
Loans
Such of the officers of the Corporation as shall be designated from time
to time by any resolution adopted by the Board of Directors and included in the
minute book of the Corporation shall have the power, with such limitations
thereon as may be fixed by the Board of Directors, to borrow money in the
Corporation's behalf, to establish credit, to discount bills and papers, to
pledge collateral, and to execute such notices, bonds, debentures, or other
evidences of indebtedness, and such mortgages, trust indentures, and other
instruments in connection therewith, as may be authorized from time to time by
such Board of Directors.
<PAGE>
ARTICLE VII
Execution of Documents
The President or any officer designated by him, may, in the
Corporation's name, sign all deeds, leases, contracts or similar documents that
may be authorized by the Board of Directors unless otherwise directed by the
Board of Directors or otherwise provided herein or in the Corporation's Articles
of Incorporation, or as otherwise required by law.
ARTICLE VIII
Shares
Section 8.1. Execution. Certificates for shares of the Corporation shall
be signed by two officers designated from time to time by the Board of Directors
and the seal of the Corporation (or a facsimile thereof), if any, may be thereto
affixed. Where any such certificate is also signed by a transfer agent or a
registrar, or both, the signatures of the officers of the Corporation may be
facsimiles. The Corporation may issue and deliver any such certificate
notwithstanding that any such officer who shall have signed, or whose facsimile
signature shall have been imprinted on, such certificate shall have ceased to be
such officer.
Section 8.2. Contents. Each certificate shall state on its face the name
of the Corporation and that it is organized under the laws of the State of
Indiana, the name of the person to whom it is issued, and the number and class
and the designation of the series, if any, of shares the certificate represents,
and, whenever the Corporation is authorized to issue more than one class of
shares or different series within a class, each certificate issued after the
effectiveness of such authorization shall further state conspicuously on its
front or back that the Corporation will furnish the shareholder, upon his
written request and without charge, a summary of the designations, relative
rights, preferences and limitations applicable to each class and series and the
authority of the Board of Directors to determine variations in rights,
preferences and limitations for future series.
Section 8.3. Transfers. Except as otherwise provided by law or by
resolution of the Board of Directors, transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder thereof in
person or by duly authorized attorney, on payment of all taxes thereon and
surrender for cancellation of the certificate or certificates for such shares
(except as hereinafter provided in the case of loss, destruction or mutilation
of certificates) properly endorsed by the holder thereof or accompanied by the
proper evidence of succession, assignment or authority to transfer and delivered
to the Secretary or an Assistant Secretary.
<PAGE>
Section 8.4. Share Transfer Records. There shall be entered upon the
share records of the Corporation the number of each certificate issued; the name
and address of the registered holder of such certificate; the number, kind and
class or series of shares represented by such certificate; the date of issue;
whether the shares are originally issued or transferred; the registered holder
from whom transferred; and such other information as is commonly required to be
shown by such records. The share records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer agent or registrar,
in which case the Corporation shall keep at its principal office a complete and
accurate shareholders' list giving the name and addresses of all shareholders
and the number and class of shares held by each. If a transfer agent is
appointed by the Corporation, shareholders shall give written notice of any
changes in their addresses from time to time to the transfer agent.
Section 8.5. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars and may require
each share certificate to bear the signature of either or both.
Section 8.6. Loss, Destruction or Mutilation of Certificates. The holder
of any of the shares of the Corporation shall immediately notify the Corporation
of any loss, destruction or mutilation of the certificate therefor, and the
Board of Directors may, in its discretion, cause to be issued to him a new
certificate or certificates of shares upon the surrender of the mutilated
certificate, or, in the case of loss or destruction, upon satisfactory proof of
such loss or destruction. The Board of Directors may, in its discretion, require
the holder of the lost or destroyed certificate or his legal representative to
give the Corporation a bond in such sum and in such form, and with such surety
or sureties as it may direct, to indemnify the Corporation, its transfer agents
and its registrars, if any, against any claim that may be made against them or
any of them with respect to the shares represented by the certificate or
certificates alleged to have been lost or destroyed, but the Board of Directors
may, in its discretion, refuse to issue a new certificate or certificates, save
upon the order of a court having jurisdiction in such matters.
Section 8.7. Form of Certificates. The form of the certificates for
capital shares of the Corporation shall conform to the requirements of Section
8.2 of these Bylaws and be in such printed form as shall from time to time be
approved by resolution of the Board of Directors.
<PAGE>
ARTICLE IX
Seal
The corporate seal of the Corporation shall, if the Corporation elects
to have one, be in the form of a disc, with the name of the Corporation on the
periphery thereof and the word "SEAL" in the center.
ARTICLE X
Miscellaneous
Section 10.1. Corporation Law. The term "Corporation Law" as used in
these Bylaws means the Indiana Business Corporation Law, as amended from time to
time. The provisions of the Corporation Law, as it may from time to time be
amended, applicable to all matters relevant to, but not specifically covered by,
these Bylaws are hereby, by reference, incorporated in and made a part of these
Bylaws.
Section 10.2. Fiscal Year. The fiscal year of the Corporation shall end on
the thirty-first day of December of each year.
Section 10.3. Control Share Acquisition and Business Combination Chapters
Inapplicable. The provisions of IC 23-1-42 and IC 23-1-43 of the Corporation Law
are not applicable to the Corporation.
Section 10.4. Definition of Articles of Incorporation. The term "Articles
of Incorporation" as used in these Bylaws means the Articles of Incorporation of
the Corporation, as amended and restated from time to time.
Section 10.5. Amendments. These Bylaws may be rescinded, changed or
amended, and provisions hereof may be waived, at any annual, regular or special
meeting of the Board of Directors by the affirmative vote of a majority of the
number of Directors then in office, except as otherwise required by the
Corporation's Articles of Incorporation or by the Corporation Law.
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS CONTAINED IN THE FILER'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000702904
<NAME> AMBANC CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 37,313
<INT-BEARING-DEPOSITS> 298
<FED-FUNDS-SOLD> 7,440
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 148,535
<INVESTMENTS-MARKET> 150,219
<LOANS> 540,433
<ALLOWANCE> 5,428
<TOTAL-ASSETS> 759,395
<DEPOSITS> 665,685
<SHORT-TERM> 6,747
<LIABILITIES-OTHER> 6,577
<LONG-TERM> 2,031
0
0
<COMMON> 69,856
<OTHER-SE> 8,499
<TOTAL-LIABILITIES-AND-EQUITY> 759,395
<INTEREST-LOAN> 46,164
<INTEREST-INVEST> 9,475
<INTEREST-OTHER> 452
<INTEREST-TOTAL> 56,254
<INTEREST-DEPOSIT> 28,007
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<INTEREST-INCOME-NET> 27,813
<LOAN-LOSSES> 1,245
<SECURITIES-GAINS> 78
<EXPENSE-OTHER> 19,045
<INCOME-PRETAX> 11,872
<INCOME-PRE-EXTRAORDINARY> 11,872
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,286
<EPS-PRIMARY> 1.19
<EPS-DILUTED> 1.19
<YIELD-ACTUAL> 4.29
<LOANS-NON> 649
<LOANS-PAST> 1,976
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<ALLOWANCE-OPEN> 5,630
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