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)
November 16, 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 2. Other Events
On November 16, 1998, Ambanc Holding Co., Inc., a Delaware corporation
("Ambanc"), completed its acquisition of AFSALA Bancorp, Inc., a Delaware
corporation ("AFSALA"), pursuant to the Reorganization and Merger Agreement,
dated April 23, 1998 and amended as of June 26, 1998, by and among Ambanc and
its wholly owned subsidiary, Amsterdam Savings Bank, FSB (the "Bank") and AFSALA
and its wholly owned subsidiary, Amsterdam Federal Bank ("AFB"). Pursuant to the
Agreement, AFSALA was merged with and into Ambanc, with Ambanc as the surviving
corporation (the "Merger"), and thereafter, AFB was merged with and into the
Bank, with the Bank as the surviving entity. Ambanc plans to integrate the
businesses of the Bank and AFB, which now operate as one institution under the
name "Mohawk Community Bank."
Upon consummation of the Merger, each share of the common stock, par value
$.10 per share, of AFSALA ("AFSALA") converted into the right to receive 1.07
shares of the common stock, par value $.01 per share, of Ambanc ("Ambanc").
Based on the 1,319,018 shares of AFSALA common stock issued and outstanding
immediately prior to the Merger, Ambanc will issue 1,411,349 shares of Ambanc
Common Stock in the Merger. In addition, under the Merger Agreement, Ambanc
assumed unexercised options to purchase 145,468 shares of AFSALA common stock
(which converted into options to purchase 155,650 shares of Ambanc common stock)
held by AFSALA's directors, officers and employees.
Ambanc's Registration Statement (the "Registration Statement") on Form S-4
(File No. 333-59721), which was declared effective by the Securities and
Exchange Commission (the "Commission") on July 28, 1998, contains additional
information regarding the Merger and the parties involved, including among other
things the terms of the Merger Agreement and a description of AFSALA's business.
The Agreement was included as an exhibit to the Registration Statement.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
The consolidated financial statements of AFSALA (Commission
File No. 0- 21113) required by this item have been
previously reported with the Commission and are contained in
AFSALA's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1997 and Quarterly Report on Form 10-QSB
for the Quarterly Period Ended June 30, 1998.
(b) Pro forma financial information.
The pro forma financial information required by this item
will be included in an amendment to this Report filed with
the Commission on or before February 1, 1999.
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: November 25, 1998 By: /s/ John M. Lisicki
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John M. Lisicki, President
and Chief Executive Officer