FORM 10-K
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, 1995
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)
2
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. [X]
The aggregate market value of the voting shares held by
non-affiliates of the Registrant is $86,060,599.
Solely for purposes of this computation, it has been
assumed that officers and directors are "affiliates"
and the price of $30.50 as reported on NASDAQ as the
last trade on March 22, 1996, was the fair market value
of the shares.
Number of Common Shares outstanding at March 22, 1996:
3,158,961
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF PARTS II AND IV ARE INCORPORATED BY
REFERENCE FROM THE REGISTRANT'S 1995 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 25, 1996, FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 19,
1996. EXCEPT FOR THOSE PORTIONS OF THE 1995 ANNUAL
REPORT INCORPORATED BY REFERENCE, THE ANNUAL REPORT IS
NOT DEEMED FILED AS PART OF THIS REPORT.
3
AMBANC CORP.
VINCENNES, INDIANA
ANNUAL REPORT TO SECURITIES
AND EXCHANGE COMMISSION
DECEMBER 31, 1995
PART I
ITEM 1. BUSINESS
GENERAL
AMBANC Corp. (the "Corporation") is a registered
bank holding company whose principal subsidiaries are
The American National Bank of Vincennes, Indiana
("ANB"), Citizens' National Bank of Linton, Indiana
("CNB"), Bank of Casey, Illinois ("BOC"), and The First
National Bank in Robinson, Illinois ("FNB")
(collectively ANB, CNB, BOC and FNB are referred to
herein as the "Banks"). The Corporation was organized
as an Indiana corporation on January 7, 1982. Since
October 1, 1982, the Corporation's principal business
has been the ownership of the stock of its banking
subsidiaries, ANB (since October 1, 1982), CNB (since
August 1, 1990), BOC (since June 1, 1994), and FNB
(since November 1, 1995). The Corporation's Common
Stock is listed on the NASDAQ Small Cap Market and is
traded under the symbol "AMBK."
Effective November 1, 1995, the Corporation
acquired First Robinson Bancorp ("Robinson"), the
holding company for FNB, by merging a wholly owned
subsidiary of the Corporation (which had been formed
solely for the purposes of facilitating the
acquisition) into Robinson, with the subsidiary
surviving the merger. Immediately subsequent to the
first merger, the subsidiary was merged into the
Corporation, with the Corporation surviving the second
merger. Also, as part of the acquisition, Farmers'
State Bank of Palestine, Illinois ("FSB"), a wholly
owned subsidiary of the Corporation, was merged into
FNB with FNB surviving the merger. As a consequence of
the mergers, FNB became a direct subsidiary of the
Corporation and the former main office of FSB became a
branch office of FNB. The Corporation issued 636,504
shares of its Common Stock in exchange for all of the
issued and outstanding shares of Robinson (this number
has not been adjusted to reflect the November 30, 1995,
five percent stock dividend because the shares were
issued before the declaration and payment of the
dividend).
As a bank holding company, the Corporation engages
in commercial banking through its banking subsidiaries
and can engage in certain non-banking businesses
closely related to banking and own certain other
4
business corporations that are not banks, subject to
applicable laws and regulations. In addition to the
Banks, the Corporation has as a subsidiary American
National Realty Corp., which owns various real estate,
which is leased to ANB for normal banking activities,
and Lincolnland Insurance Agency & Investments, Inc.,
which is a non-operating shell corporation that was
acquired in connection with the BOC acquisition.
ANB was chartered as a national bank under the
name "German-National Bank" in 1888. CNB was chartered
as a national bank in 1934. BOC was chartered as an
Illinois banking association in 1963. FNB was
chartered as a national bank in 1932.
The Corporation, ANB and CNB have entered into an
agreement, dated February 27, 1996, which provides for
the merger of CNB into ANB, with ANB surviving the
merger. Currently it is anticipated that the merger
will become effective on or about July 1, 1996.
The Corporation's principal executive offices are
located at 302 Main Street, Vincennes, Indiana 47591,
and its telephone number is (812) 885-6418.
OPERATIONS
The Banks engage in a wide range of commercial and
personal banking activities, including accepting demand
deposits; accepting savings and time deposits and money
market accounts; making secured and unsecured loans to
corporations, individuals and others; issuing letters
of credit; offering safekeeping services; and providing
financial counseling for institutions and individuals.
The Banks' lending services include commercial, real
estate, installment loans and credit cards. Revenues
from the Banks' lending activities comprise the largest
component of the Banks' operating revenues.
ANB provides a wide range of personal and
corporate trust and trust-related services, including
serving as executor of estates, as trustee under
testamentary and inter vivos trusts and various pension
and other employee benefit plans, as guardian of the
estates of minors and incompetents, as escrow agent
under various agreements, and as financial advisor to
and custodian for individuals, corporations and others.
BOC and FNB also provide certain trust and trust-
related services.
EMPLOYEES
At December 31, 1995, the Corporation and the
Banks had 309 full-time equivalent employees. Neither
the Corporation nor the Banks are a party to any
collective bargaining agreement, and employee relations
are considered to be good.
5
REGULATION AND SUPERVISION
The Corporation is subject to the Bank Holding
Company Act of 1956, as amended (the "BHC Act"), and is
required to file with the Board of Governors of the
Federal Reserve System ("FRB") annual reports and such
additional information as the FRB may require. The FRB
also may make examinations or inspections of the
Corporation.
The BHC Act prohibits a bank holding company from
engaging in, or acquiring direct or indirect control of
more than 5 percent of the voting shares of any company
engaged in, non-banking activities. One of the
principal exceptions to this prohibition is for
activities deemed by the FRB to be "closely related to
banking." Under current regulations, bank holding
companies and their subsidiaries are permitted to
engage in such banking-related business ventures as
sales and consumer finance, equipment leasing, computer
service bureau and software operations, and mortgage
banking.
The BHC Act and Indiana law govern banking
expansion by banks and bank holding companies. Under
current Indiana law, banks may establish an unlimited
number of branches anywhere within the State of
Indiana. A holding company may establish non-banking
offices without geographical limitation.
Under the BHC Act, the Corporation must receive
the prior written approval of the FRB or its delegate
before it may acquire ownership or control of more than
five percent of the voting shares of another bank, and
under Indiana law it may not acquire 25 percent or more
of the voting shares of another bank without the prior
approval of the Indiana Department of Financial
Institutions. Furthermore, the Corporation's
acquisition of a bank located outside the State of
Indiana is not permitted unless the acquisition is
specifically authorized by the laws of the state in
which such bank is located. Illinois law expressly
authorizes the acquisition of an Illinois bank by bank
holding companies in other states, such as Indiana, the
laws of which expressly authorize Illinois bank holding
companies to acquire banks in such other states. Since
July 1, 1992, bank holding companies outside of Indiana
have been permitted under Indiana law to acquire
Indiana banks and bank holding companies, subject to
certain restrictions such as the existence of
reciprocal legislation in the state of the acquiring
bank holding company.
The Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 provides for nationwide
interstate banking and branching. Since September 30,
1995, well-capitalized bank holding companies have been
6
authorized, pursuant to the legislation, to acquire
banks and bank holding companies in any state. The
legislation also permits banks to merge across state
lines, thereby creating a main bank in one state with
branches in other states. Interstate branching by
merger provisions will become effective on June 1,
1997, unless a state takes legislative action prior to
that date. States may pass laws to either "opt in"
before June 1, 1997 or to "opt-out" by expressly
prohibiting merger transactions involving out-of-state
banks, providing the legislative action is taken before
June 1, 1997. Indiana has not yet taken any
legislative action with respect to such interstate
mergers. Illinois has adopted legislation that will
permit interstate branching by acquisition effective
June 1, 1997.
As national banks, ANB, CNB and FNB are under the
supervision of and subject to examination by the
Comptroller of the Currency. BOC is an Illinois state-
chartered bank subject to regulation by the Illinois
Commissioner of Banks and Trust Companies. Regulation
and examination by banking regulatory agencies are
primarily for the benefit of depositors rather than
shareholders.
The Corporation is a legal entity separate and
distinct from the Banks. Substantially all of the
Corporation's cash income, including funds for the
satisfaction of the Corporation's debt service
requirements, for the payment of its operating
expenses, and for the payment of Corporation dividends,
is derived from dividends paid by the Banks. There are
statutory and regulatory limitations on the amount of
dividends that may be paid to the Corporation by the
Banks. The prior approval of appropriate regulatory
authorities is required if the total of all dividends
declared by ANB, CNB or FNB in any calendar year would
exceed net income for the preceding two calendar years.
The payment of dividends and other distribution by BOC
is subject to restrictions imposed by Illinois state
banking laws which prohibit the payment of dividends in
an amount greater than BOC's net profits less losses
and bad debts. At December 31, 1995, approximately
$8,814,000 was available for distribution from the
Banks to the Corporation. For discussion of the Banks'
ability to pay dividends to the Corporation, see Note
16 of the Notes to the Consolidated Financial
Statements.
The Banks also are subject to certain restrictions
imposed by federal law on extensions of credit to the
Corporation and other "affiliates" (as the term is
defined by such laws) and on investments in or
purchases of the securities of the Corporation and
other affiliates. Such restrictions prevent the
Corporation and other affiliates from borrowing from
7
the Banks unless the loans are secured by certain types
and amounts of collateral. Further, all secured loans
to, or investments by any of the Banks in, the
Corporation or any affiliate are limited in amount to
10 percent of such Bank's capital and surplus, and all
secured loans and investments with respect to all
affiliates as a group are limited, in the aggregate, to
20 percent of such Bank's capital and surplus. These
laws also limit the Banks with respect to taking
securities of the Corporation as collateral for loans.
EFFECTS OF GOVERNMENT MONETARY POLICIES
The earnings of commercial banks are affected not
only by general economic conditions but also by the
policies of various governmental regulatory
authorities. In particular, the FRB regulates money
and credit conditions and interest rates in order to
influence general economic conditions, primarily
through open-market operations in U.S. Government
securities, varying the discount rate on bank
borrowings, and setting reserve requirements against
bank deposits. These policies have a significant
influence on overall growth and distribution of bank
loans, investments and deposits, and affect interest
rates charged on loans and earned on investments or
paid for deposits. FRB monetary policies have had a
significant effect on the operating results of
commercial banks in the past and such policies are
expected to continue to have a significant effect in
the future. The general effect, if any, of such
policies upon the future business and earnings of the
Corporation and the Banks cannot accurately be
predicted.
COMPETITION
The banking business is highly competitive. The
Banks' market area consists principally of Knox,
Greene, Gibson and Eastern Sullivan Counties in
Indiana, and Crawford, Clark, Lawrence and Wabash
Counties in Illinois, although the Banks also compete
with other financial institutions in those counties and
in surrounding counties in Indiana and Illinois in
obtaining deposits and providing many types of
financial services. The Banks compete with larger
banks in other areas for the business of local and
regional offices of companies located in the Banks'
market area and are aggressively seeking and have
acquired commercial loan customers from the
Indianapolis, Indiana and Evansville, Indiana areas.
Recent changes in federal and state law have
resulted in and are expected to continue to result in
increased competition. Banks other than ANB, CNB, BOC
and FNB located in the Banks' market area have been
acquired by larger bank holding companies from other
parts of Indiana and Illinois. As a consequence of the
Riegle-Neal legislation, substantially all state legal
barriers to the acquisition of banks by out-of-state
8
bank holding companies were eliminated beginning
September 30, 1995. The Corporation anticipates that
the Riegle-Neal legislation will have the effect of
further increasing the competition in the markets in
which the Banks operate, although it is not possible to
predict the extent or timing of such increased
competition.
The Banks also compete with savings and loan
associations, credit unions, production credit
associations and federal land banks and with finance
companies, personal loan companies, money market funds
and other non-depository financial intermediaries.
Many of these financial institutions have resources
many times greater than those of the Banks. In
addition, new financial intermediaries such as
money-market mutual funds and large retailers are not
subject to the same regulations and laws that govern
the operation of traditional depository institutions.
RECENT AND PROPOSED LEGISLATION
The Federal Reserve Board, the Office of the
Comptroller of the Currency and the Federal Deposit
Insurance Corporation, each has issued similar
risk-based capital guidelines for all U.S. banks and
bank holding companies. The guidelines include a
definition of capital and provide a framework for
calculating weighted risk assets by assigning assets
and off-balance sheet items to broad risk categories.
The guidelines also provide a schedule for achieving a
minimum supervisory standard for the ratio of
qualifying capital to weighted risk assets. All banks
must have a minimum ratio of total capital to risk-
weighted assets of 8.0 percent. As of December 31,
1995, the Corporation was in compliance with the
risk-based capital guidelines. The Federal Deposit
Insurance Corporation Improvement Act of 1991
("FDICIA"), which was enacted into law on December 19,
1991, among other changes, requires the federal banking
agencies periodically to review and revise capital
standards.
Pursuant to FDICIA, the Federal Reserve Board
issued new regulations in 1992 that define five
categories of financial institutions for purposes of
implementing prompt corrective action and supervisory
enforcement requirements. The category to which the
most highly capitalized institutions are assigned is
termed "Well Capitalized." Institutions falling into
this category must have a total risk-based capital
ratio (the ratio of total capital to risk-weighted
assets) of at least 10 percent, a Tier 1 risk-based
capital ratio (the ratio of Tier 1, or "core," capital
to risk-weighted assets) of at least 6 percent, a
leverage ratio (the ratio of Tier 1 capital to total
assets) of at least 5 percent, and must not be subject
to any written agreement, order or directive from its
9
regulator relative to meeting and maintaining a
specific capital level. As of December 31, 1995, each
of the Banks was considered by federal regulatory
authorities to be "well capitalized."
On August 8, 1995, the Board of Directors of the
FDIC approved a reduction in the deposit insurance
premiums paid by banks. Under the new premium
schedule, institutions insured through the Bank
Insurance Fund ("BIF") pay insurance premiums ranging
from 4 to 31 cents per $100 of domestic deposits.
Before the change, the lowest premium rate was 23 cents
per $100 of domestic deposits. Institutions that are
insured through the Savings Association Insurance Fund
("SAIF") would continue to pay premiums ranging from 23
to 31 cents per $100 of deposits. All of the
Corporation's banking subsidiaries are BIF-insured
institutions (the deposits ANB acquired from the
Princeton branch of First Indiana Bank on March 17,
1995, however, remain insured through SAIF).
Under the risk-based insurance assessment system
that became effective January 1, 1994, the FDIC places
each bank into one of nine risk categories based on the
bank's capital ratios and other risk measures. The
insurance premium paid by a bank depends upon the
category in which the bank is placed, with the
healthiest banks paying a deposit insurance premium of
4 cents per $100 of insured deposits and the most
troubled banks paying 31 cents per $100 of insured
deposits. Under this system, all the Banks fall into
the lowest risk category and, therefore, are required
to pay a premium of 4 cents on all deposits (except for
the SAIF-insured deposits held by ANB).
10
ITEM 2. PROPERTIES
The Banks conduct their operations from 24 banking
offices located in Vincennes, Bicknell, Sandborn,
Monroe City, Linton, Patoka and Princeton in Indiana,
and Robinson, Palestine, Casey, Mt. Carmel, Flat Rock,
Martinsville, Westfield and West Union in Illinois. In
addition, the Banks have a total of 23 automated teller
machines.
ANB's main banking office is located at 302 Main
Street, Vincennes. The main office building contains
approximately 80,000 square feet and the Corporation
occupies approximately 80 percent of the space. The
remaining space is leased to third parties. All of the
parcels of real estate and buildings utilized as
banking offices of ANB are owned by either ANB or
American National Realty Corp. The ANB branches in
Patoka and Princeton were acquired on January 1, 1992,
when PNB was merged into ANB.
The Corporation also owns the main offices and
branch locations of CNB, BOC and FNB, except that the
CNB branch office is leased from a Director of CNB
and the FNB Westgate Branch facility is leased from the
grocery store in which it is located.
11
ITEM 3. LEGAL PROCEEDINGS
Other than ordinary routine litigation incidental
to the business, there are no material pending legal
proceedings to which the Corporation or its
subsidiaries are a party or of which any of their
property is the subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
Not Applicable.
SPECIAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information
relating to the executive officers of the Corporation
as of March 1, 1996.
NAME AGE OFFICES HELD
Robert G. Watson 60 Chairman of the Board,
President and Chief
Executive Officer of the
Corporation and ANB
Richard E. Welling 50 Secretary, Treasurer, and
Chief Financial Officer
of the Corporation
Judith K. Adams 53 Senior Vice President,
Trust Officer and
Director of FNB
Richard A. Fox 53 Director of Human
Resources of the
Corporation
Chris D. Melton 46 Senior Vice President of
ANB
David K. Milligan 40 Senior Vice President and
Cashier of ANB
Raymond E. Mott 56 Senior Vice President of
ANB
William F. Perry 47 Senior Vice President of
ANB and a Director of BOC
12
Dan J. Robinson 48 Executive Vice President
of ANB and a Director of
CNB
Mark J. Robinson 39 Chairman, President and
C.E.O. of CNB
Troy D. Stoll 30 Senior Auditor of the
Corporation
Officers are elected annually by the Board of
Directors and serve for a one-year period and until
their successors are elected. No officers have
employment contracts except Robert G. Watson, whose
employment contract is incorporated by reference as
Exhibit 10-A to this Report. There are no family
relationships between or among the persons named.
Except as indicated below, each of the officers has
held the same or similar position with the Corporation
or the Banks for the past five years.
Mr. Welling was appointed Secretary and Chief
Financial Officer of the Corporation in 1991.
Ms. Adams served as President of Farmers' State
Bank of Palestine ("Farmers'") from January 1, 1995,
until Farmers' merger into FNB effective November 1,
1995. Prior to 1995, she had served as Executive Vice
President of Farmers'.
Mr. Milligan, who had been employed by ANB since
1986, was named a Senior Vice President and Cashier of
ANB in April 1991.
Mr. Fox has been employed as the Corporation's
Director of Human Resources since 1993. Prior to that
date he had served as General Manager and Corporate
Secretary of Green Construction of Indiana, Inc.
Mr. Melton has been employed by ANB since October
1994. From September 1978 to August 1994, he was
employed by The National City Bank of Evansville,
Evansville, Indiana.
Mr. Mott has been employed by ANB since 1987 and
has served as Senior Vice President since 1993. He
served as a Director of the Corporation from 1989
through 1990 and as a Director of ANB from 1989 through
1993.
13
Mr. Perry has been employed by ANB since September
1986, serving as Senior Loan Officer. He was elected
Senior Vice President of ANB in April 1987. He was
elected a Director of BOC in 1994.
Mr. Dan Robinson was in charge of the
Administrative Division of ANB until 1993 when he was
elected Executive Vice President. He was elected a
Director of CNB in 1991.
Mr. Mark Robinson had served as Vice President of
CNB prior to being named President in April 1995.
Mr. Stoll has been employed as Senior Auditor of
the Corporation since December 1993. He served as
Senior Auditor of ANB from October 1991 until December
1993, Staff Accountant in the ANB Accounting Department
from May 1990 until August 1991.
For information concerning the Directors of the
Corporation, see the Corporation's Proxy Statement.
14
PART II
Information for Items 5 through 8 of this Report
appears in the 1995 Annual Report to Shareholders as
indicated in the following tables and is incorporated
herein by reference from the Annual Report to
Shareholders:
ITEM 5. MARKET FOR THE CORPORATION'S COMMON SHARES
AND RELATED SECURITY HOLDER MATTERS
Annual Report to
Shareholders
Page
(a) Market 46
(b) Holders 46
(c) Dividends 46
ITEM 6. SELECTED FINANCIAL DATA
Annual Report to
Shareholders
Page
Selected Financial Data 48
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Annual Report to
Shareholders
Page
Management's Discussion and
Analysis 29-46 and 48
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Annual Report to
Shareholders
Page
Financial Statements and
Supplementary Data 8-27
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
The information required in response to this item
has been previously reported on a Current Report on
Form 8-K.
15
PART III
Except as set forth below in "Directors and
Executive Officers of the Corporation," the information
for Items 10 through 13 of this Report is incorporated
herein by reference from the Corporation's definitive
Proxy Statement for its Annual Meeting of Shareholders
to be held April 19, 1996, which was filed with the
Commission pursuant to Regulation 14A on March 25,
1996.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
CORPORATION
The information required by this item relating to
Executive Officers is found under the heading "Special
Item. Executive Officers of the Registrant" in Part I
of this Report and the information required by this
item relating to Directors is included under the
caption "Election of Directors" in the Corporation's
definitive Proxy Statement for its Annual Meeting of
Shareholders to be held April 19, 1996, which has been
filed with the Commission and is incorporated herein by
reference in this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is included
under the caption "Executive Compensation" in the
Corporation's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held April 19, 1996,
which has been filed with the Commission and is
incorporated by reference in this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information required by this item is included
under the caption "Election of Directors" in the
Corporation's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held April 19, 1996,
which has been filed with the Commission and is
incorporated by reference in this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
The information required by this item is included
under the caption "Certain Transactions" in the
Corporation's definitive Proxy Statement for its Annual
Meeting of Shareholders to be held April 19, 1996,
which has been filed with the Commission and is
incorporated by reference in this Form 10-K.
16
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
The documents listed below are either filed as a
part of this Report or incorporated by reference from
the Annual Report to Shareholders or the Corporation's
Registration Statement as indicated.
(a)1. Financial Statements
Annual Report to
Shareholders
Page
Independent Auditors' Report 6
Consolidated Balance Sheets as of
December 31, 1995 and 1994 8
Consolidated Statements of Income for
the years ended December 31, 1995,
1994 and 1993 9
Consolidated Statements of Changes
in Shareholders' Equity for the
years ended December 31, 1995,
1994 and 1993 10
Consolidated Statements of Cash Flows
for the years ended December 31,
1995 and 1994 and 1993 11
Notes to Consolidated Financial
Statements 12-27
All other schedules have been omitted because the
required information is either inapplicable or has been
included in the Corporation's consolidated financial
statement or notes thereto.
(a)2. Exhibits. The following exhibits are filed
as part of this Report:
3-A Restated Articles of Incorporation of the
Corporation. The copy of this Exhibit filed
as Exhibit 3.1 to the Registration Statement
Under the Securities Act of 1933 on Form S-4
filed by the Corporation on January 22, 1993
(File No. 33-57296), is incorporated herein
by reference.
17
3-B Bylaws of the Corporation, as amended to
date. The copy of this Exhibit filed as
Exhibit 3-B to the Corporation's Annual
Report on Form 10-K for the year ended
December 31, 1993, is incorporated herein by
reference.
10-A Employment Agreement executed January 15,
1985, and re-executed December 21, 1988,
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.
18
10-G Amended and Restated Supplemental Retirement
Benefits Agreement between the Corporation
and Robert G. Watson dated March 16, 1995.
10-H List of Executive Compensation Plans and
Arrangements.
11 Statement of Computation of per share
earnings.
13 Copy of the portions of the Corporation's
Annual Report to Shareholders for the year
ended December 31, 1995 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.
22 List of Subsidiaries.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Kemper CPA Group L.L.C.
23.3 Consent of McGladrey & Pullen, LLP.
27 Financial Data Schedule.
99.1 Report of Crowe, Chizek & Company.
99.2 Reports of Kemper CPA Group L.L.C.
99.3 Report of McGladrey & Pullen, LLP
(b) Reports on Form 8-K.
A Current Report on Form 8-K was filed on
November 13, 1995, to report the
effectiveness as of November 1, 1995 of the
Corporation's acquisition of First Robinson
Bancorp, and the merger of Farmers' State
Bank of Palestine into The First National
Bank in Robinson.
19
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 28, 1996 By /s/ Robert G. Watson
Robert G. Watson, Chairman
of the Board, President &
Chief Executive Officer,
and Director
Date: March 28, 1996 /s/ Richard E. Welling
Richard E. Welling,
Secretary, Treasurer and
Chief Financial Officer
Date: March __, 1996
Glen G. Apple, Director
Date: March 28, 1996 /s/ Paul E. Brocksmith
Paul E. Brocksmith,
Director
Date: March 28, 1996 /s/ Christina M. Ernst
Christina M. Ernst,
Director
Date: March __, 1996
Robert D. Green, Director
Date: March 28, 1996 /s/ Rolland L. Helmling
Rolland L. Helmling,
Director
Date: March 28, 1996 /s/ Gerry M. Hippensteel
Gerry M. Hippensteel,
Director
Date: March __, 1996
Rebecca A. Kaley, Director
20
Date: March __, 1996
Owen M. Landrith, Director
Date: March 28, 1996 /s/ Bernard G. Niehaus
Bernard G. Niehaus,
Director
Date: March 28, 1996 /s/ Richard H. Schaffer
Richard H. Schaffer,
Director
Date: March 28, 1996 /s/ Robert E. Seed
Robert E. Seed, Director
Date: March __, 1996
John A. Stachura, Jr.
Director
Date: March 28, 1996 /s/ Phillip M. Summers
Phillip M. Summers,
Director
Date: March __, 1996
Frank J. Weber, Director
Date: March 28, 1996 /s/ Howard R. Wright
Howard R. Wright, Director
21
EXHIBIT INDEX
EXHIBITS
3-A Restated Articles of Incorporation of the Corporation. The copy
of this Exhibit filed as Exhibit 3.1 to the Registration
Statement Under the Securities Act of 1933 on Form S-4 filed by
the Corporation on January 22, 1993 (File No. 33-57296), is
incorporated herein by reference.
3-B Bylaws of the Corporation, as amended to date. The copy of this
Exhibit filed as Exhibit 3-B to the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1993, is
incorporated herein by reference.
10-A Employment Agreement executed January 15, 1985, and re-executed
December 21, 1988, 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.
22
10-G Amended and Restated Supplemental Retirement Benefits Agreement
between the Corporation and Robert G. Watson dated March 16,
1995.
10-H List of Executive Compensation Plans and Arrangements.
11 Statement of Computation of per share earnings.
13 Copy of the portions of the Corporation's Annual Report to
Shareholders for the year ended December 31, 1995 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.
22 List of Subsidiaries.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Kemper CPA Group L.L.C.
23.3 Consent of McGladrey & Pullen, LLP.
27 Financial Data Schedule.
99.1 Report of Crowe, Chizek & Company.
99.2 Reports of Kemper CPA Group L.L.C.
99.3 Report of McGladrey & Pullen, LLP