UNITED
STATES
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):
September
30, 2008
AMB
Financial Corp.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
|
|
000-23182
|
|
35-1905382
|
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(State
or Other Jurisdiction Incorporation)
|
|
(Commission
File No.)
|
|
(I.R.S.
Employer Incorporation Identification
No.)
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8230
Hohman Avenue, Munster, Indiana
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46321
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(219)
836-5870
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02.
Results
of Operations and Financial Condition.
AMB
Financial Corporation (the “Company”) announced today that it anticipates an
increase in its non-performing loans from $3.4 million at June 30, 2008 to
$5.3
million at September 30, 2008. The increase in non-performing loans is primarily
due to the addition of $2.3 million of loans to a single borrower for the
purpose of acquiring and developing real estate and building one-to-four family
residential units located within the Company’s primary market area. The Company
currently anticipates that it will make an addition to its allowance for loan
losses (“ALLL”) of $300,000 to $375,000 for the quarter based in part on the
above increase in non-performing loans and an increase in loan charge-offs,
as
well as deteriorating conditions in the local and national economy. However,
it
should be noted management does not yet have complete information for the
quarter ended September 30, 2008 and there can be no assurance the quarterly
provision to the ALLL will fall within this range.
The
Company also announced that it anticipates an increase in its real estate owned
from $620,000 at June 30, 2008 to $1.3 million at September 30, 2008. The
increase in real estate owned is primarily due the addition of four
single-family residential properties and one nonresidential property.
The
above
increases in non-performing assets are expected to have an adverse impact on
our
results of operations as a result of the increase in assets on which we will
accrue no interest and the likely increase in maintenance and other costs
resulting from the increase in real estate owned.
Based
on
our current projections, even if we record the maximum increase to our ALLL
outlined above, the capital of our subsidiary, American Savings, FSB, will
continue to substantially exceed the ratios that must be maintained for such
institution to be considered “well capitalized” under the capital guidelines
administered by the Federal banking agencies.
This
report contains certain forwarding-looking statements about the Company’s
securities activities. Forward-looking statements can be identified by the
fact
that they do not relate strictly to historical or current facts. They also
include words such as “believe,” “expect,” “estimate,” and “intend” or future or
conditional verbs such as “will,” “would,” “should,” “could” or “may”. Certain
factors could cause actual results to differ materially from expected results
including changes in the general economic conditions (such as interest rates,
employment levels and real estate values), legislative and regulatory changes,
changes in the Company’s business operations and the results thereof and changes
in the securities markets. AMB Financial Corporation does not intend to update
this Report and expressly disclaims any obligation to do so.
Item
8.
Other
Events.
SEC
Deregistration. AMB Financial Corporation announced today that its board of
directors approved the termination of the registration of its common stock
under
the Securities Exchange Act of 1934. A Form 15 will be filed with the Securities
and Exchange Commission (the “SEC”) on or about September 30, 2008 in order to
effect such deregistration. The obligation of AMB Financial Corporation to
file
periodic reports with the SEC, including reports on Forms 10-KSB, 10-QSB and
8-K, will cease upon filing of the Form 15. Once the Form 15 is effective,
which
is expected to occur within 90 days of filing, the obligations of AMB to file
proxy materials and other reports with the SEC will also cease.
The
Company is taking this action in order to reduce operating expenses. The board
of directors believes that the continuing increased costs and administrative
burdens of public company status, including our reporting obligations with
the
SEC, outweigh the benefits of public reporting. We will post financial
information regarding our operations and financial condition on
w
ww.ambfinancial.com
,
the
website of our subsidiary, American Savings, FSB, and will continue to provide
stockholders with an annual report containing audited financial statements.
Suspension
of Dividend. The board of directors has also determined to suspend the Company’s
regular quarterly dividend. The Board has taken this action to conserve cash
while management works to resolve the Company’s non-performing assets and return
the Company to profitability.
Item
9.01
Financial Statements and Exhibits
(a)
Financial Statements of businesses acquired. Not Applicable.
(b)
Pro
forma financial information. Not Applicable.
(c)
Shell
Company Transactions. Not Applicable.
(d)
Exhibits. Not Applicable.
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.
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AMB
FINANCIAL CORP.
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Date: September
30, 2008
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By:
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/s/ Michael
Mellon
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Michael
Mellon
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President
and
Chief Executive Officer
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