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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, 1996
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)
[Cover page 1 of 2 pages]
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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. [X]
The aggregate market value of the voting shares held by
non-affiliates of the Registrant is $111,067,275. Solely
for purposes of this computation, it has been assumed
that officers and directors are "affiliates" and the
price of $37.50 as reported on NASDAQ as the last trade
on March 14, 1997, was the fair market value of the
shares.
Number of Common Shares outstanding at March 14, 1997:
3,316,003
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF PARTS II AND IV ARE INCORPORATED BY REFERENCE
FROM THE REGISTRANT'S 1996 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 21, 1997, FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD APRIL 18, 1997.
EXCEPT FOR THOSE PORTIONS OF THE 1996 ANNUAL REPORT
INCORPORATED BY REFERENCE, THE ANNUAL REPORT IS NOT
DEEMED FILED AS PART OF THIS REPORT.
[Cover page 2 of 2 pages]
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AMBANC CORP.
VINCENNES, INDIANA
ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION
December 31, 1996
PART I
ITEM 1. BUSINESS
GENERAL
AMBANC Corp. (the "Corporation") is a registered
bank holding company. The Corporation's banking
subsidiaries recently have been combined to form two
principal subsidiaries, AmBank Indiana, N.A. and AmBank
Illinois, N.A. Effective July 1, 1996, Citizens'
National Bank of Linton, Indiana, was merged into The
American National Bank of Vincennes, Indiana, and the
name of the resulting bank was changed to AmBank Indiana,
N.A. ("AmBank Indiana"). Also during 1996, the name of
Bank of Casey, Illinois, was changed to AmBank Illinois,
and the name of The First National Bank in Robinson,
Illinois, was changed to AmBank Illinois, N.A. Effective
March 1, 1997, AmBank Illinois was merged into AmBank
Illinois, N.A. (the bank resulting from the merger is
referred to hereinafter as "AmBank Illinois")
(collectively AmBank Indiana and AmBank Illinois 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. The
Corporation's Common Stock is listed on the NASDAQ Small
Cap Market and is traded under the symbol "AMBK."
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 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
AmBank Indiana for normal banking activities.
Lincolnland Insurance Agency & Investments, Inc., a non-
operating shell corporation that the Corporation acquired
in connection with a 1994 Illinois acquisition, was
dissolved in 1996. The Corporation's principal executive
offices are located at 302 Main Street, Vincennes,
Indiana 47591, and its telephone number is (812) 885-
6418.
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OPERATIONS
The Banks engage in a wide range of commercial,
agricultural 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, agricultural, real estate, installment loans
and credit cards. Revenues from the Banks' lending
activities comprise the largest component of the Banks'
operating revenues.
The Banks 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.
EMPLOYEES
At December 31, 1996, the Corporation and the Banks
had 295 employees on a full-time equivalent basis.
Neither the Corporation nor the Banks are a party to any
collective bargaining agreement. Employee relations are
considered to be good.
REGULATION AND SUPERVISION
General
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
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software operations, and mortgage banking.
As national banks, AmBank Indiana and AmBank
Illinois are under the supervision of and subject to
examination by the Comptroller of the Currency.
Regulation and examination by banking regulatory agencies
are primarily for the benefit of depositors rather than
shareholders.
Regulation of Expansion
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 (the "Interstate Act") provides
for nationwide interstate banking and branching. Since
September 30, 1995, well-capitalized bank holding
companies have been authorized, pursuant to the
legislation, to acquire banks and bank holding companies
in any state. The Interstate Act 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. Effective March 14, 1996, Indiana "opted
in" to the interstate branching provisions of the
Interstate Act. Illinois has adopted legislation that
will permit interstate branching by acquisition effective
June 1, 1997.
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Regulation of Capital Adequacy
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, 1996, the Corporation was in compliance
with the risk-based capital guidelines. For a detailed
discussion of regulatory capital requirements and the
Banks' compliance with such requirements, see Note 17 of
the Notes to Consolidated Financial Statements.
Deposit Insurance
The Bank's deposits are insured up to a maximum of
$100,000 per insured account by the FDIC through the Bank
Insurance Fund ("BIF"). Since BIF reached its required
1.25 reserve ratio in 1995, the FDIC has reduced deposit
insurance assessment rates to historic low levels. The
assessment rates in effect for the first six months of
1997 range from zero to $.27 per $100 of insured
deposits, with the healthiest banks, including the Banks,
not being required to pay any deposit insurance premiums
for the period. Legislation enacted in September 1996
included provisions for the recapitalization of the
Savings Association Insurance Fund ("SAIF"). As a result
of this legislation, rates for financial institutions
insured through SAIF have been brought into parity with
BIF rates. All of the Corporation's banking subsidiaries
are BIF-insured institutions (the deposits that AmBank
Indiana acquired from the Princeton branch of First
Indiana Bank on March 17, 1995, however, remain insured
through SAIF). See Note 17 to the Notes to Consolidated
Financial Statements and the discussion of "Noninterest
Expense" in the Results of Operations section of
Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Dividends
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,
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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 AmBank
Indiana or AmBank Illinois in any calendar year would
exceed net income for the preceding two calendar years.
For discussion of the Banks' ability to pay dividends to
the Corporation, see Note 17 of the Notes to the
Consolidated Financial Statements.
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.
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 changes in federal and state law have
resulted in and are expected to continue to result in
increased competition. The reductions in legal barriers
to the acquisition of banks by out-of-state bank holding
companies resulting from implementation of the Interstate
Act and other recent and proposed changes are expected to
continue to further stimulate competition in the markets
in which the Banks operate, although it is not possible
to predict the extent or timing of such increased
competition.
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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.
FORWARD-LOOKING STATEMENTS
This Form 10-K and future filings made by the
Corporation with the Securities and Exchange Commission,
as well as other filings, reports and press releases made
or issued by the Corporation and the Banks, and oral
statements made by executive officers of the Corporation
and Banks, may include forward-looking statements
relating to such matters as (a) assumptions concerning
future economic and business conditions and their effect
on the economy in general and on the markets in which the
Banks do business, and (b) expectations regarding future
revenues and earnings for the Corporation and Banks,
acquisitions, deposit and loan volume and possible new
products or services. Such forward-looking statements
are based on assumptions rather than historical or
current facts and, therefore, are inherently uncertain
and subject to risk.
To comply with the terms of a "safe harbor" provided
by the Private Securities Litigation Reform Act of 1995
that protects the making of such forward-looking
statements from liability under certain circumstances,
the Corporation notes that a variety of factors could
cause the actual results or experience to differ
materially from the anticipated results or other
expectations described or implied by such forward-looking
statements. The risks and uncertainties that may affect
the operations, performance, development and results of
the Corporation's and Banks' business include the
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following: (a) the risk of adverse changes in business
conditions in the banking industry generally and in the
specific markets in which the Banks operate; (b) changes
in the legislative and regulatory environment that
negatively impact the Corporation and Banks through
increased operating expenses; (c) increased competition
from other financial and non-financial institutions; (d)
the impact of technological advances; and (e) other risks
detailed from time to time in the Corporation's filings
with the Securities and Exchange Commission. The
Corporation and Banks do not undertake any obligation to
update or revise any forward-looking statements
subsequent to the date on which they are made.
ITEM 2. PROPERTIES
The Banks conduct their operations from 25 banking
offices located in Vincennes, Bicknell, Evansville,
Sandborn, Monroe City, Linton, Patoka, Princeton and
Terre Haute 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 25 automated teller machines.
AmBank Indiana'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 AmBank Indiana are owned by either
AmBank Indiana or American National Realty Corp., except
for five branches that are leased.
The Corporation also owns the main offices and
branch locations of AmBank Illinois, except for one
branch that is leased.
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.
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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, 1997.
Name Age Offices Held
Robert G. Watson 61 Chairman of the Board,
President and Chief
Executive Officer of the
Corporation and AmBank
Indiana
Richard E. Welling 51 Secretary, Treasurer, and
Chief Financial Officer of
the Corporation
Richard A. Fox 54 Director of Human
Resources of the
Corporation
Chris D. Melton 47 Senior Vice President of
AmBank Indiana
David K. Milligan 41 Senior Vice President and
Cashier of AmBank Indiana
Raymond E. Mott 57 Senior Vice President of
AmBank Indiana
William F. Perry 48 Senior Vice President of
AmBank Indiana
Dan J. Robinson 49 Executive Vice President
of AmBank Indiana
Robert E. Seed 62 President, C.E.O. and a
Director of AmBank
Illinois, N.A.; Vice
President 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.
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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 AmBank Indiana 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 AmBank Indiana 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 AmBank Indiana from
1989 through 1993.
Mr. Perry has been employed by AmBank Indiana since
September 1986, serving as Senior Loan Officer. He was
elected Senior Vice President of AmBank Indiana in April
1987.
Mr. Robinson was in charge of the Administrative
Division of AmBank Indiana until 1993 when he was elected
Executive Vice President.
Mr. Seed was Chief Executive Officer and President
of Bank of Casey prior to its name change in 1996 to
AmBank Illinois and its merger, effective March 1, 1997,
into AmBank Illinois, N.A., at which time he became Vice
President and a Director of the Corporation.
For information concerning the Directors of the
Corporation, see the Corporation's Proxy Statement.
PART II
Information for Items 5 through 8 of this Report
appears in the 1996 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 48
(b) Holders 48
(c) Dividends 48
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ITEM 6. SELECTED FINANCIAL DATA
Annual Report to
Shareholders
Page
Selected Financial Data 49
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Annual Report to
Shareholders
Page
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations 29-48
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Annual Report to
Shareholders
Page
Financial Statements and
Supplementary Data 5-27
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
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 18, 1997, which was filed with the
Commission pursuant to Regulation 14A on March 26, 1997.
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
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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 18, 1997, 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 18, 1997, 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 18, 1997, 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 18, 1997, which
has been filed with the Commission and is incorporated by
reference in this Form 10-K.
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.
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(a)1. Financial Statements.
Annual Report to
Shareholders
Page
Independent Auditors' Report 4
Consolidated Balance Sheets as of
December 31, 1996 and 1995 5
Consolidated Statements of Income for
the years ended December 31, 1996,
1995 and 1994 6
Consolidated Statements of Changes
in Shareholders' Equity for the
years ended December 31, 1996,
1995 and 1994 7
Consolidated Statements of Cash Flows
for the years ended December 31,
1996 and 1995 and 1994 8
Notes to Consolidated Financial
Statements 9-27
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. Schedules.
All schedules have been omitted because the required
information is either inapplicable or has been included
in the Corporation's consolidated financial statements or
notes thereto.
(a)3. Exhibits.
The exhibits filed as part of this Report on Form
10-K are identified in the Exhibit Index, which Exhibit
Index specifically identifies those exhibits that
describe or evidence all management contracts and
compensatory plans or arrangements required to be filed
as exhibits to this Report. Such Exhibit Index is
incorporated herein by reference,
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter
ended December 31, 1996.
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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 28, 1997 By /s/ R. Watson
Robert G. Watson, Chairman
of the Board, President &
Chief Executive Officer,
and Director
Date: March 28, 1997 /s/ Richard E. Welling
Richard E. Welling,
Secretary, Treasurer and
Chief Financial Officer
Date: March 28, 1997 /s/ Glen G. Apple
Glen G. Apple, Director
Date: March 28, 1997 /s/ Paul E. Brocksmith
Paul E. Brocksmith,
Director
Date: March ___, 1997
Christina M. Ernst,
Director
Date: March 28, 1997 /s/ Robert D. Green
Robert D. Green, Director
Date: March 28, 1997 /s/ Rolland L. Helmling
Rolland L. Helmling,
Director
Date: March 28, 1997 /s/ Gerry M. Hippensteel
Gerry M. Hippensteel,
Director
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Date: March , 1997
Rebecca A. Kaley, Director
Date: March 28, 1997 /s/ Owen M. Landrith
Owen M. Landrith, Director
Date: March ___, 1997
Bernard G. Niehaus,
Director
Date: March 28, 1997 /s/ Robert E. Seed
Robert E. Seed, Director
Date: March 28, 1997 /s/ John A. Stachura, Jr.
John A. Stachura, Jr.
Director
Date: March , 1997
Phillip M. Summers,
Director
Date: March 28, 1997 /s/ Frank J. Weber
Frank J. Weber, Director
Date: March 28, 1997 /s/ Howard R. Wright
Howard R. Wright, Director
17
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,
18
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-L
for the year ended December 31, 1995, is
incorporated herein by reference.*
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.*
10-J 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, 1996, 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.
23.1 Consent of Deloitte & Touche LLP.
19
27 Financial Data Schedule.
99.1 Report of Crowe, Chizek & Company.
99.2 Reports of Kemper CPA Group L.L.C.
*Indicates an exhibit that describes or evidences a
management contract or compensatory plan or arrangement
required to be filed as an exhibit.