Buckling under pressure from an activist shareholder, Ambanc Holding Co. of Amsterdam, N.Y., has rescheduled its annual meeting.
The thrift holding company adjourned its meeting minutes after it began last Friday and rescheduled for June 12.
The delay followed criticism of the $520 million-asset company by Seymour Holtzman, a Florida-based activist shareholder who owns a 4.7% stake in Ambanc.
On May 18, Mr. Holtzman issued a press release charging that Ambanc's board of directors is "unfit to serve" because of the company's poor performance over the last three years. Ambanc has lost $200,000 since 1995, and its efficiency ratio, at 69.81%, is well behind that of the average banking company, he said.
But Marvin R. LeRoy Jr., a member of Ambanc's board of directors, said the company is healthy, despite Mr. Holtzman's claims. He noted that its stock has jumped more than 90% over the past 18 months.
"Mr. Holtzman's goal is not to grow a stronger bank," he said. "His goal is to rid the world of small institutions like ours."
Mr. LeRoy said Ambanc adjourned the meeting on advice of counsel.
"We were concerned Mr. Holtzman would file suit to overturn any actions taken at the meeting," Mr. LeRoy said.
Yet a delay is exactly what Mr. Holtzman had sought-unsuccessfully-only days earlier.
On May 20 he asked a federal district court judge in Pennsylvania to postpone the meeting because of "serious material omissions in the proxy materials that Ambanc distributed." The alleged omissions related to Ambanc's recently announced deal to buy Afsala Bancorp, also of Amsterdam.
According to Mr. Holtzman's petition, the proxy was misleading because it did not disclose that the merger agreement called for Robert J. Brittain, Ambanc's president and chief executive officer, to retire as president and be succeeded by John M. Lisicki, currently president of $160 million-asset Afsala.
The court turned down his request, but the company postponed the meeting anyway.
"It's ironic that Ambanc adjourned the meeting, in light of the fact that its counsel argued to the federal court that it would be an inconvenience to the stockholders to cancel the meeting," said Richard Huffsmith, an attorney representing Mr. Holtzman.
In an interview last week, Mr. Holtzman warned that Ambanc could face opposition to its deal to buy Afsala.
Mr. Holtzman declined to give his opinion of the merger deal, noting that he also owns 6% of Afsala's shares. But he said he has heard rumblings from shareholders on both sides unhappy with the proposed deal.
Considering Ambanc's performance, "I think there is a real question whether Afsala shareholders are going to be happy knowing that a majority of the merged board will be Ambanc directors," Mr. Holtzman said.
He said shareholders expressed their objection to the deal when Afsala's stock dropped 87.5 cents on April 24, the day after the merger deal was announced, to $19.625.
"The tape doesn't lie," he said. At midday Thursday, Afsala's stock was trading at $19.50.