-----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, E6gM08vcKilWeBxY/ZRW8qob9qd820gI1p98d7u/biAE31ZpRm3FJnobk3IIiijJ wttcJBamUVZkby1KHIBrGA== 0001000301-97-000004.txt : 19970116 0001000301-97-000004.hdr.sgml : 19970116 ACCESSION NUMBER: 0001000301-97-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 ITEM INFORMATION: Bankruptcy or receivership FILED AS OF DATE: 19970115 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 000-27036 FILM NUMBER: 97506303 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 PRESS RELEASE-STOCK REPURCHASE-LOAN SALE 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 January 15, 1997 AMBANC HOLDING CO., INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-27306 14-1783770 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) IRS Employer of incorporation) Identification No.) 11 Division Street, Amsterdam, New York 12010-4303 - -------------------------------------------------------------------------------- (Adress 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 5. Other Events - -------------------- On December 13, 1996, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing its intentions to commence a 10% stock repurchase program and approval to open a new branch. On December 23, 1996, the Registrant issued the press release attached hereto as Exhibit 99.2 announcing the sale of loans and foreclosed real estate and increased provisions for loan losses. On January 13, 1997, the Registrant issued the press release attached hereto as Exhibit 99.3 announcing the completion of 10% stock repurchase. Item 7. Financial Statements and Exhibits - ------------------------------------------- (c) Exhibits The Exhibits referred to in Item 5 of this Report and listed on the accompanying Exhibit Index are filed as part of this Report and are incorporated herein by reference. 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: January 15, 1997 By: /s/ Robert J. Brittain --------------------------- --------------------------------- Robert J. Brittain President & Chief Executive Officer Exhibit Sequential Number Description Page No. - ------- --------------------------------------------------- ---------- 99.1 Press release dated December 13, 1996 5 99.2 Press release dated December 23, 1996 6 99.3 Press release dated January 13, 1997 8 EX-99.1 2 10% STOCK REPURCHASE PROGRAM FOR IMMEDIATE RELEASE Contact: Robert J. Brittain, President & C.E.O. Telephone: (518) 842 - 7200 FAX: (518) 842 - 7500 AMBANC HOLDING CO., INC. ANNOUNCES STOCK REPURCHASE PROGRAM AND APPROVAL TO OPEN NEW BRANCH Amsterdam, N.Y., December 13, 1996 -- Robert J. Brittain, President & C.E.O. of Ambanc Holding Co., Inc. (NASDAQ: AHCI) announced today the Company's intention to repurchase up to 10%, or 488,002 shares, of its outstanding stock in the open market during the next twelve months. The shares will be repurchased at prevailing market prices from time to time during the repurchase period depending on market conditions. The Company previously completed the repurchase of 10% of its outstanding stock, or 544,225 shares, on August 6, 1996. Mr. Brittain indicated that the Board of Directors approved the repurchase program in view of the current price level of the Company's common stock and the strong capital position of the Company's subsidiary, Amsterdam Savings Bank, F.S.B. Mr. Brittain stated that "we believe that the repurchase of our shares represents an attractive investment opportunity which will benefit the Company and our stockholders. The repurchased shares will become treasury shares and will be used for general corporate purposes." Over the past three months, the Company's shares traded between $9.75 and $11.00. At November 30, 1996, the Company had $505.3 million in assets, stockholders' equity of $71.9 million, and 4,880,025 shares outstanding. Mr. Brittain also announced that the Company's subsidiary, Amsterdam Savings Bank, F.S.B., has received approval from its primary regulator to open a traditional, full-service branch office to be located in the Schuyler Corners Shopping Center, which is currently under construction at the intersection of Routes 20 and 155 in the Town of Guilderland, Albany County, New York. With the opening of this branch, the Bank will have two banking locations in Albany County and a total of ten banking locations in the Capital Region of upstate New York. -END- EX-99.2 3 SALE OF LOANS FOR IMMEDIATE RELEASE Contact: Robert J. Brittain, President & C.E.O. Telephone: (518)842-7200 Fax: (518)842-7500 Harold A. Baylor, Jr., Vice President & Treasurer Telephone: (518)842-1445 Fax: (518)843-5501 AMBANC HOLDING CO., INC. ANNOUNCES THE SALE OF LOANS AND FORECLOSED REAL ESTATE AND INCREASED PROVISIONS FOR LOAN LOSSES Amsterdam, N.Y., December 23, 1996 -- Robert J. Brittain, President and Chief Executive Officer of Ambanc Holding Co., Inc. (NASDAQ: AHCI), today announced that the Company's subsidiary, Amsterdam Savings Bank, F.S.B., has entered into agreements with investors for the sale of certain of the Bank's loans and foreclosed real estate for approximately $20.2 million, at an average sales price which represents approximately 74 % of the book value of the sold assets . In addition, Brittain announced that the Bank also increased its provision for loan losses relating to its lending relationship with the Bennett Funding Group by $1.3 million, bringing the provision-to-date to $2.8 million, on a total loan exposure of $3.6 million. The Bank has taken a total provision for loan losses for the fourth quarter of 1996 of approximately $6.8 million as a result of the loan sales, the additional provision related to Bennett and its most recent review of the loan portfolio, which is performed on a regular basis. In making the announcement, Mr. Brittain commented, "While these actions will result in a charge to earnings and a loss for both the fourth quarter of 1996 and for the full-year of 1996, by selling the selected loans and foreclosed real estate, the long-term benefits that should accrue from the sales will be in the best interests of the Company and its shareholders and, therefore, outweigh the one-time charge to earnings. It substantially reduces the Bank's quality-of-assets problem at a reasonable cost and creates the strategic flexibility so necessary for any business in today's highly competitive economic environment. As we go forward, the investment return from the proceeds of the sales will result in positive contributions to earnings." Mr. Brittain stated further, "As a result of these actions, our balance sheet is substantially improved and the transactions are major steps in returning the Bank to full financial strength. We have been severely handicapped by our non-performing assets (NPAs). They have limited our earnings, required significant maintenance, and raised concerns from analysts and shareholders. We have monitored the bulk sale market and now believe that it has improved sufficiently to warrant the decision to sell in bulk versus continuing to resolve the problems on an asset-specific basis. We expect future quarters to be more profitable than they would have been without the sales. Additionally, with these transactions, a considerable portion of the expense drag of the NPAs is behind us." Mr. Brittain pointed out that the sales achieve a meaningful reduction in the level of credit risk in the Bank's portfolio. As a result of the sales, the Bank's non-performing assets will be reduced to approximately $4.0 million from approximately $18.0 million at September 30, 1996, thereby reducing the Bank's ratio of non-performing assets to total assets to approximately 0.80% from 3.63% at September 30, 1996. At September 30, 1996, Ambanc Holding Co., Inc., which operates nine banking locations in the Capital Region of upstate New York through its subsidiary bank, had total assets of $496.5 million. -END- EX-99.3 4 COMPLETION OF STOCK REPURCHASE FOR IMMEDIATE RELEASE CONTACT: Robert J. Brittain, President & Chief Executive Officer Telephone: (518) 842-7200 Fax: (518) 842-7500 Harold A. Baylor, Jr., Vice President & Treasurer Telephone: (518) 842-1445 Fax: (518) 843-5501 AMBANC HOLDING CO., INC. ANNOUNCES COMPLETION OF 10% STOCK REPURCHASE Amsterdam, N.Y., January 13, 1997 -- Robert J. Brittain, President and Chief Executive Officer of Ambanc Holding Co., Inc. (NASDAQ: AHCI), today announced that the Company completed on December 27, 1996, the repurchase of 10% of the Company's outstanding common stock, or 488,002 shares. With the completion of this buy-back, the total number of shares outstanding as of December 31, 1996, was reduced to 4,392,023 shares. The average price paid in the buy-back was $11.75 per share. The recently completed buy-back was the second repurchase completed by the Company, which has now repurchased 1,032,227 shares for its treasury stock account. The average price paid by the Company for the treasury shares, which will be used for general corporate purposes, was $10.86. -END- -----END PRIVACY-ENHANCED MESSAGE-----