FORM 10-K
AMENDMENT NO. 1
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, 1997
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]
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. [ ]
The aggregate market value of the voting shares held by non-affiliates of the
Registrant is $157,701,555. Solely for purposes of this computation, it has been
assumed that officers and directors are "affiliates" and the price of $24.75 as
reported on NASDAQ as the last trade on March 18, 1998, was the fair market
value of the shares.
Number of Common Shares outstanding at March 18, 1998: 6,985,674
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF PARTS II AND IV ARE INCORPORATED BY REFERENCE FROM THE REGISTRANT'S
1997 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 27, 1998, FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 24,
1998. EXCEPT FOR THOSE PORTIONS OF THE 1997 ANNUAL REPORT INCORPORATED BY
REFERENCE, THE ANNUAL REPORT IS NOT DEEMED FILED AS PART OF THIS REPORT.
[Cover page 2 of 2 pages]
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 31, 1998 By /s/ Robert G. Watson
Robert G. Watson, Chairman of
the Board, President & Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 31, 1998 /s/ Robert G. Watson
Robert G. Watson, President,
Chief Executive Officer, and
Director
Date: March 31, 1998 /s/ Troy D. Stoll
Troy D. Stoll, Chief Financial
Officer (Principal Accounting
Officer and Principal Financial
Officer)
Date: March 31, 1998 /s/ Glen G. Apple
Glen G. Apple, Director
Date: March 31, 1998 /s/ Christina M. Ernst
Christina M. Ernst, Director
Date: March 31, 1998 /s/ Robert D. Green
Robert D. Green, Director
Date: March 31, 1998 /s/ Rolland L. Helmling
Rolland L. Helmling,
Director
Date: March 31, 1998 /s/ Gerry M. Hippensteel
Gerry M. Hippensteel, Director
Date: March 31, 1998 /s/ Rebecca A. Kaley
Rebecca A. Kaley, Director
Date: March 31, 1998 /s/ Bernard G. Niehaus
Bernard G. Niehaus, Director
Date: March 31, 1998 /s/ Robert E. Seed
Robert E. Seed, Director
Date: March 31, 1998 /s/ John A. Stachura, Jr.
John A. Stachura, Jr. Director
Date: March 31, 1998 /s/ Phillip M. Summers
Phillip M. Summers, Director
Date: March 31, 1998 /s/ Frank J. Weber
Frank J. Weber, Director
EXHIBIT INDEX
Exhibits
3-A Restated Articles of Incorporation of the Corporation.**
3-B Bylaws of the Corporation, as amended to date.**
10-A Employment Agreement executed January 15, 1985, and
re-executed December 21, 1988, and amended effective
December 31, 1997, 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.*
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-K 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.*
13 Copy of the portions of the Corporation's Annual Report to
Shareholders for the year ended December 31, 1997, 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 Consent of Deloitte & Touche LLP.
27 Amended Financial Data Schedule.***
*Indicates an exhibit that describes or evidences a management contract or
compensatory plan or arrangement required to be filed as an exhibit.
**Filed with this Amendment No. 1 to reflect the most recent amendments to the
Articles and Bylaws.
***Filed with this Amendment No. 1 to correct a typographical error in the
amount previously reported as the Allowance-Open and to conform the amount
thereof to the information shown in the Filer's financial statements as filed
with Form 10-K.
No other exhibits are filed with this Amendment No. 1.