-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HLhInbuUeJrfU0x39/Y2+DNaCQOXWvYbGdtgEkZLtnKTvR8dtgIexwuTZyuJJYRE opo9RbKRcmPc27R0MJklbQ== 0000946275-01-500117.txt : 20010531 0000946275-01-500117.hdr.sgml : 20010531 ACCESSION NUMBER: 0000946275-01-500117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010530 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMBANC HOLDING CO INC CENTRAL INDEX KEY: 0001000301 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 141783770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27036 FILM NUMBER: 1650680 BUSINESS ADDRESS: STREET 1: 11 DIVISION ST CITY: AMSTERDAM STATE: NY ZIP: 12010 BUSINESS PHONE: 5188427200 MAIL ADDRESS: STREET 1: PO BOX 669 CITY: AMSTERDAM STATE: NY ZIP: 12010 8-K 1 f8k_053001-0257.txt FORM 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): May 30, 2001 AMBANC HOLDING CO., INC. ---------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-27036 14-1783770 ---------- --------- ------------ (State or other jurisdiction (SEC File No.) (IRS Employer Identification of 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 -------------- Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last Report) INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Item 5. Other Events - --------------------- A copy of a press release issued May 30, 2001 by the Registrant announcing the reason for the postponement of the Registrant's Annual Meeting of Stockholders is attached hereto as Exhibit 99 and is incorporated herein by reference in its entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - --------------------------------------------------------------------------- Exhibit 99 -- Press Release dated May 30, 2001. - ---------- 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, hereunto duly authorized. AMBANC HOLDING CO., INC. Date: May 30, 2001 By: /s/Robert Kelly -------------------------------------- Robert Kelly Vice President and General Counsel EX-99 2 ex99_053001-0257.txt EXHIBIT 99 For Immediate Release Ambanc Announces Reason for Postponement of Annual Meeting AMSTERDAM, N.Y.--(BUSINESS WIRE)-May 30, 2001--Ambanc Holding Co., Inc. (NASDAQ: AHCI) ("Ambanc") announced today that it postponed its annual meeting of stockholders originally scheduled for May 18, 2001, because it was negotiating a preliminary non-binding proposal to buy the Company. Prior to the date of the annual meeting, Ambanc received a preliminary non-binding proposal to acquire the Company at a price that was significantly above the trading price of Ambanc's stock at the time the proposal was made. After discussions, Ambanc's board of directors subsequently accepted such proposal, subject to one condition determined by the board to be necessary in the discharge of its fiduciary duties to stockholders. Thereafter, the other party rejected Ambanc's proposal and the discussions were terminated. Mr. Lawrence B. Seidman, the incoming Chairman of the Board of Directors of Ambanc, stated that "Our mission at Ambanc is to maximize shareholder value in the company. The proposed transaction would have accomplished that mission but the buyer insisted on conditions that were unacceptable to our board and that we believe would have been unacceptable to any reasonable board. Despite our best efforts to find a middle ground on which both sides could agree, the buyer rejected our proposal. In view of these negotiations, the board decided it was best to delay the annual meeting until we could make a formal announcement regarding the proposed transaction to our stockholders." Ambanc's annual meeting of stockholders is now scheduled to be held at 10:00 a.m., on June 1, 2001, at the Company's headquarters at 11 Division Street, Amsterdam, New York. For legal reasons, representatives of Ambanc will not have any further comment regarding the preliminary proposal beyond the information included in this announcement. Ambanc Holding Co., Inc. is a unitary savings and loan holding company. The Company's primary subsidiary, Mohawk Community Bank, serves customers in seventeen upstate New York offices, located in Montgomery, Fulton, Schenectady, Saratoga, Albany, Otsego, Chenango and Schoharie counties. The Bank's deposits are insured up to the maximum legal amount by the FDIC. The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of uncertainties and actual results could differ materially and, therefore, readers should not place undue reliance on any forward-looking statements. Ambanc does not undertake, and specifically disclaims, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. CONTACT: Ambanc Holding Co., Inc. John M. Lisicki, President and CEO (518) 842-7200 -----END PRIVACY-ENHANCED MESSAGE-----