-----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, WyamD+H5r6/oiLDSwQZT+JPA3zvOcNHMpPDQMBOC/oCdEAS93bQZVRmKvWqaG/sH INtIJim/g78k/WYe/lgjig== 0001000301-98-000018.txt : 19980702 0001000301-98-000018.hdr.sgml : 19980702 ACCESSION NUMBER: 0001000301-98-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980701 ITEM INFORMATION: FILED AS OF DATE: 19980701 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: SEC FILE NUMBER: 000-27036 FILM NUMBER: 98658879 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 CHANGES IN DIRECTORS' COMPENSATION 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 July 1, 1998 AMBANC HOLDING CO., INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-27036 14-1783770 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 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 -------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events - -------------------- On July 1, 1998, the Registrant issued the press release attached hereto as Exhibit 99 announcing changes in directors' compensation. 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: July 1, 1998 By: --------------------------- --------------------------------- Lauren T. Barnett Interim President & Chief Executive Officer Exhibit Number Description - ------- --------------------------------------------------- 99 Press release dated July 1, 1998 announcing changes in directors' compensation. EX-99 2 CHANGES IN DIRECTORS' COMPENSATION FOR IMMEDIATE RELEASE Contact: Marvin R. LeRoy, Jr., Director Tel:(518) 438-2217 Harold A. Baylor, Jr., Vice Pres., CFO, and Treas. Tel:(518) 842-7200 Fax:(518) 842-1688 Ambanc Holding Co., Inc. Announces Changes in Directors' Compensation Amsterdam, N.Y. (July 1, 1998) Ambanc Holding Co., Inc. (NASDAQ: AHCI), informed its shareholders in a letter dated June 25, 1998, that the Company's Board of Directors has adopted changes effecting the compensation of Board members. The first change adopted freezes Directors' compensation at its current level. The freeze will remain in effect until the Company shows improvement in its operating results. In addition, Directors will begin to receive 65% of their compensation in shares of Ambanc common stock. The remaining 35% will continue to be paid in cash. The changes are expected to be put into effect during the fourth quarter of 1998. - MORE - June 25, 1998 Dear Ambanc Shareholder: We are pleased to inform you that your Board of Directors has declared a regular quarterly cash dividend of $.06 per share on the outstanding common stock of the Company. This dividend will be paid on June 30, 1998 to shareholders of record as of June 15, 1998. You have previously received information about our proposed merger with AFSALA Bancorp, Inc. You will soon be receiving more information about the proposed merger, and the opportunity to vote on the merger, which we believe is a very positive step forward for your Company. We would also like to know that your Board of Directors is committed to building shareholder value in other ways. With that commitment in mind, we have recently adopted some changes in the way in which directors of the Company are compensated. In the past, directors have been compensated for their efforts by receiving cash payments. The changes adopted affect the payments in two ways, First, the directors' fees will be frozen at their current level and will not be increased in the future until the Company shows improved operating results. Second, payment of directors' fees will be made in the form of 65% Ambanc stock and 35% cash. We anticipate that this change in form will be put into effect during the fourth quarter of this year. These initiatives, in conjunction with a series of other steps which have been and will be taken toward the goal of producing positive operating results, are intended to help us achieve our common goal of efficiently managing the growth of your Company and enhancing shareholder value. As always, we thank you for your ongoing support. - END - -----END PRIVACY-ENHANCED MESSAGE-----