SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
April 23, 1998
AMBANC HOLDING CO., INC.
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-27306 14-1783770
- --------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification
incorporation) Number)
11 Division Street, Amsterdam, New York 12010-4303
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 842-7200
- --------------------------------------------------------------------------
N/A
- --------------------------------------------------------------------------
(Former name or former address, if changed since last Report)
Item 5. Other Events
- -------------------------
On April 23, 1998, Ambanc Holding Co., Inc. ("Ambanc"), a Delaware
corporation, Amsterdam Savings Bank, FSB, a federally-chartered savings bank
and wholly-owned subsidiary of Ambanc, AFSALA Bancorp, Inc. ("AFSALA"), a
Delaware corporation, and Amsterdam Federal Bank, a federally-chartered
savings bank and wholly-owned subsidiary of AFSALA, entered into a
Reorganization and Merger Agreement ("Merger Agreement"), pursuant to which
AFSALA will merge with and into Ambanc through a tax-free, stock-for-stock
exchange, with Ambanc as the surviving corporation ("Merger"). Under the
terms of the Merger Agreement, upon consummation of the Merger all shares of
AFSALA common stock issued and outstanding immediately prior to the Effective
Time (as defined in the Merger Agreement) shall be converted into the right to
receive 1.07 shares of Ambanc common stock, for a total deal value of
approximately $30 million as of April 23, 1998. On April 23, 1998, Ambanc and
AFSALA issued a joint press release announcing the Merger, a copy of which is
included as Exhibit 99 hereto and incorporated by reference herein.
John M. Lisicki, Chairman, President and Chief Executive Officer of
AFSALA will become the President and Chief Executive Officer of the combined
bank immediately following consummation of the Merger, and President and Chief
Executive Officer of Ambanc no later than January 1, 1999, following the
retirement of Robert J. Brittain, the current President and Chief Executive
Officer of Ambanc. In addition, four of AFSALA's current directors will
become directors of Ambanc and the resulting bank.
The Merger, which will be accounted for as a purchase, is expected to
close during the fourth quarter of 1998. The Merger Agreement has been
approved by the boards of directors of both companies. Consummation of the
Merger is subject to certain customary conditions, including, among others,
the adoption of the Merger Agreement by the Ambanc and AFSALA shareholders and
receipt of regulatory approvals. AFSALA has also granted Ambanc an option to
acquire up to 19.9 percent of AFSALA common stock, as further described below.
The preceding description of the Merger Agreement is qualified in its
entirety by reference to the copy of the Merger Agreement included as Exhibit
2.1 hereto, and which is incorporated by reference herein.
AFSALA and Ambanc also entered into a Stock Option Agreement dated April
23, 1998 (the "AFSALA Stock Option"). Under the AFSALA Stock Option, Ambanc
was granted an irrevocable option to purchase, under certain circumstances, up
to 344,500 shares, or 19.9 percent, of AFSALA common stock at $20.75 per
share. The number of shares and the purchase price are subject to adjustment
as described in the AFSALA Stock Option. Under certain circumstances, AFSALA
may be required to repurchase the AFSALA Stock Option or the shares acquired
pursuant to the exercise thereof. The AFSALA Stock Option was granted by
AFSALA as a condition of and inducement to Ambanc entering into the Merger
Agreement.
The preceding description of the AFSALA Stock Option is qualified in its
entirety by reference to the copy of the AFSALA Stock Option included as
Exhibit 2.2 hereto, and which is incorporated by reference herein.
Item 7. Financial Statements and Exhibits
- ------ ---------------------------------
(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are filed as part
of this Report and are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMBANC HOLDING CO., INC.
Date: April 28, 1998 By:/s/ Robert J. Brittain
------------------------ --------------------------------
Robert J. Brittain, President
and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
- ------- ------------------------------------------------------------
2.1 Reorganization and Merger Agreement dated April 23, 1998, by and
among Ambanc Holding Co., Inc., a Delaware corporation, and
Amsterdam Savings Bank, FSB, a federally-chartered savings bank
and wholly-owned subsidiary of Ambanc; and AFSALA Bancorp, Inc.,
a Delaware corporation, and Amsterdam Federal Bank, a federally-
chartered savings bank and wholly-owned subsidiary of AFSALA
Bancorp, Inc.
2.2 Stock Option Agreement dated April 23, 1998 by and between AFSALA
Bancorp, Inc. and Ambanc Holding Co., Inc.
99 Joint Press Release dated April 23, 1998 of Ambanc Holding Co.,
Inc. and AFSALA Bancorp, Inc.