SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMB Financial Corp.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
001984 10 3
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(CUSIP Number)
Clement B. Knapp, Jr.
Denise L. Knapp
8230 Hohman Avenue
Munster, Indiana 46321-1579
(219) 836-5870
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1998
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 001984 10 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clement B. Knapp, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) o
(b) o
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, SC, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 91590
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
56548
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10. SHARED DISPOSITIVE POWER
13747.5
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
91590
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
9.50%
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14. TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
CUSIP No. 001984 10 3
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Denise L. Knapp
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) o
(b) o
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF, SC, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 91590
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
----------------------------------------------------------
8. SHARED VOTING POWER
0
----------------------------------------------------------
9. SOLE DISPOSITIVE POWER
56548
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10. SHARED DISPOSITIVE POWER
13747.5
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
91590
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
9.50%
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14. TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer
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The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of AMB Financial
Corp. ("AMB") with its main office located at 8230 Hohman Avenue, Munster,
Indiana 46321-1579. All share number have been adjusted for AMB's stock split of
June 30, 2000.
Item 2. Identity and Background
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Clement B. Knapp, Jr. is the Chairman of the Board, President and Chief
Executive Officer of AMB. Denise L. Knapp is the Secretary of AMB and a branch
manager with American Savings Bank, FSB. Mr. & Mrs. Knapp 's address is 8230
Hohman Avenue, Munster, Indiana 46321-1579. During the last five years, neither
Mr. nor Mrs. Knapp has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in him or her being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or being found in violation with respect to
such laws. Mr. and Mrs. Knapp is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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Mr. Knapp and Mrs. Knapp have beneficial ownership of 91,590 shares of
Common Stock. The beneficial ownership of the 91,590 was acquired as follows:
Between March 1996 and the date hereof, Mr. Knapp acquired 17,250 shares of
Common Stock and Mrs. Knapp acquired 2,923.5 shares of Common Stock, with a
combination of personal
<PAGE>
funds and borrowings in the ordinary course of business from Peoples Bank, SB
for an aggregate purchase price of approximately $140,000.
On October 23, 1997, Mr. Knapp was awarded 16,861.5 shares of restricted
Common Stock, which vested annually over a five year period. Of the 16,861.5
shares of restricted Common Stock granted, 10,117.5 are vested. Also, on October
23, 1997, Mr. Knapp was awarded options to purchase 42,154.5 shares of Common
Stock at an exercise price equal to the fair market value of the Common Stock on
the date of grant. Of the 42,154.5 options that were awarded 25,293 have vested
as of the date hereof. The awards of restricted Common Stock and options were
granted to Mr. Knapp at no cost to him.
On October 23, 1997, Mrs. Knapp was awarded 7,420.5 shares of restricted
Common Stock, which vested annually over a five year period. Of the 7,420.5
shares of restricted Common Stock granted, 4,450.5 are vested. Also, on October
23, 1997, Mrs. Knapp was awarded options to purchase 13,489.5 shares of Common
Stock at an exercise price equal to the fair market value of the Common Stock on
the date of grant. Of the 13,489.5 options that were awarded 8,094 have vested
as of the date hereof. The awards of restricted Common Stock and options were
granted to Mrs. Knapp at no cost to her.
Through the date hereof, Mr. Knapp has acquired 10,381.5 and Mrs. Knapp has
acquired 3,366 shares of Common Stock through the AMB Corporation Employee Stock
Ownership Plan, for which Home Federal Savings Bank acts as Trustee. These
shares were purchased with funds contributed by American Savings Bank, FSB, the
subsidiary of AMB for an aggregate purchase price of approximately $92,000.
<PAGE>
Item 4. Purpose of Transaction
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All of the shares acquired by Mr. Knapp and Mrs. Knapp, directly or
indirectly, were acquired for investment purposes. Mr. Knapp and Mrs. Knapp may,
from time to time, depending upon market conditions and other investment
considerations, purchase additional shares of AMB for investment purposes or
dispose of shares of AMB. As President, Chief Executive Officer and Chairman of
the Board of AMB, Mr. Knapp regularly explores potential actions and
transactions which may be advantageous to AMB, including, but not limited to,
possible mergers, acquisitions, reorganizations or other material changes in the
business, corporate structure, management, policies, governing instruments,
capitalization, securities or regulatory or reporting obligations of AMB.
Except as noted above, Mr. Knapp and Mrs. Knapp have no plans or proposals
which relate to or would result in:
(a) the acquisition by any person of additional securities of AMB, or the
disposition of securities by AMB;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving AMB or any of its
subsidiaries;
(c) a sale or transfer of material amount of assets of AMB or any of its
subsidiaries;
(d) any change in the present Board of Directors or management of AMB,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy
of AMB;
(f) any other material change in AMB's business or corporate structure;
(g) changes in AMB's articles of incorporation, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of AMB by any persons;
<PAGE>
(h) causing a class of securities of AMB to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-quotation system of a registered national securities
association;
(i) a class of equity securities of AMB becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) Mr. and Mrs. Knapp beneficially own an aggregate of 91,590 shares of
Common Stock, constituting 9.50% of the number of shares of such
Common Stock outstanding on the date hereof.
(b) With respect to the 91,590 shares of Common Stock owned beneficially
by Mr. and Mrs. Knapp, such amounts include:
(1) 23,161 shares over which Mr. and Mrs. Knapp has sole voting power
and sole dispositive power.
(2) 21,294.5 unvested restricted shares over which Mr. and Mrs. Knapp
have sole voting power but no dispositive power.
(3) 13,747.5 shares over which Mr. and Mrs. Knapp have sole voting
and shared dispositive power, with Home Federal Savings Bank,
N.A., a Federal chartered savings bank with its principal
business address at 501 Washington Street, Columbus, Indiana
47202-0408.
<PAGE>
(4) Options to purchase 33,387 shares of Common Stock which upon
exercise Mr. and Mrs. Knapp will have sole voting and sole
dispositive power.
(c) No transactions have been effected in the past sixty days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares held by Mr. Knapp or Mrs. Knapp.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
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There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Knapp and Mrs. Knapp and any other person with
respect to any securities of the issuer, including but not limited to, transfer
or voting of any of such securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, divisions of profits
or loss, or the giving or withholding of proxies. None of the Common Stock
beneficially owned by Mr. Knapp and Mrs. Knapp is pledged or otherwise subject
to a contingency the occurrence of which would give another person voting power
or investment power over such shares.
Item 7. Material to be Filed as Exhibits
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1. Agreement regarding joint filing.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: August 8,2000 /s/ CLEMENT B. KNAPP, JR.
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Clement B. Knapp, Jr.
Date: August 8,2000 /s/ DENISE L. KNAPP
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Denise L. Knapp
