SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-12
Cohoes Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
Ambanc Holding Co., Inc.
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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Dear Cohoes Stockholder: AUGUST 14,2000
ON JULY 27, 2000, AMBANC HOLDING CO., INC., ANNOUNCED ITS INTENTION TO
COMMENCE A TENDER OFFER TO PURCHASE EACH OUTSTANDING SHARE OF COHOES BANCORP,
INC. COMMON STOCK FOR CASH EQUAL TO $16.50. Our Cash Offer will be made by an
Offer to Purchase and letter of transmittal which will be mailed separately to
you. You should read the Offer to Purchase carefully because it contains
important information concerning the terms and conditions of our offer.
As you know, Cohoes has entered into a merger agreement with Hudson
River Bancorp, Inc. in which Hudson will be the surviving corporation in the
merger. In the proposed merger with Hudson, each outstanding share of Cohoes
common stock would be converted into 1.185 shares of Hudson common stock. The
Cohoes Board of Directors is soliciting your vote to approve its proposed merger
with Hudson. AS DISCUSSED IN THE ACCOMPANYING PROXY STATEMENT, WE BELIEVE OUR
PROPOSED OFFER WILL PROVIDE YOU A HIGHER PREMIUM AND GREATER VALUE THAN THE
PROPOSED MERGER WITH HUDSON. OUR OFFER PER SHARE IN CASH REPRESENTS A PREMIUM OF
MORE THAN 17% OVER THE PROPOSED MERGER OF COHOES WITH HUDSON BASED UPON THE
HUDSON CLOSING PRICE OF $11.875 ON JULY 26, 2000.
In connection with the proposed Hudson merger, Cohoes has scheduled a
special meeting of stockholders to be held on August 17, 2000. If Cohoes
stockholders reject the proposed Hudson merger at such special meeting, we
believe your board of directors should respect that vote and take all necessary
action to allow our offer to proceed.
WE URGE YOU TO VOTE AGAINST THE PROPOSED MERGER WITH HUDSON BECAUSE:
o Our offer provides a higher premium and more value for your
Cohoes shares than the proposed Hudson merger. Based on the
average closing prices for Hudson common stock on July 26, 2000,
the last trading day before Ambanc announced its Tender Offer,
the all- cash value of our offer represents an average pre-tax
premium of more than 17% over the implied value of the Hudson
merger. Because the number of shares of Hudson common stock that
you would receive in the Hudson merger is fixed, the implied
value of the Hudson merger will change based on changes in the
market prices of the Hudson stock, while the value of our cash
offer will remain fixed at $16.50 per share of Cohoes stock.
Because our offer is all cash, it will be fully taxable to you at
applicable tax rates. The Hudson merger is a tax-free exchange of
shares.
o Our offer is valued higher. The total value of our offer is
approximately $131,000,000 (including the value of the shares of
Cohoes we own). The total value offered to Cohoes shareholders
under the proposed Hudson merger was approximately $91,000,000 at
the time that transaction was announced, based on the closing
price of Hudson on April 25, 2000, the last trading day before
the merger was announced. BASED ON THE CLOSING PRICE OF HUDSON ON
JULY 26, 2000, THE HUDSON MERGER OFFERS APPROXIMATELY $14,200,000
LESS VALUE (EXCLUDING COHOES SHARES WE OWN) TO THE COHOES
SHAREHOLDERS THAN AMBANC'S OFFER.
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o One of the conditions of our offer is that the Hudson merger NOT
be approved by the stockholders of Cohoes. As a result, for you
to have an opportunity to have your Cohoes shares purchased by us
for $16.50 in cash, the proposed Hudson merger MUST NOT be
approved by the holders of a majority of the shares of Cohoes
common stock.
o Your vote AGAINST the proposed Hudson/Cohoes merger will send a
strong message to the Cohoes Board of Directors that you want to
preserve your opportunity to accept the superior value
represented by our offer and that you reject a transaction which
does not provide more value to shareholders.
o The Hudson merger provides tremendous monetary and stock benefits
to the management and board of directors of Cohoes and Hudson. In
the Cohoes-Hudson Proxy Statement/Prospectus dated July 3, 2000
and mailed to each stockholder of Cohoes, the benefits awarded to
the Cohoes management and Board of Directors in the Proposed
Hudson Merger encompasses five pages (pages 25 through 29).
FOR THESE REASONS WE URGE YOU TO VOTE AGAINST THE PROPOSED HUDSON
MERGER. -------
WE URGE YOU NOT TO TENDER YOUR SHARES TO TRUSTCO
As you are aware, on June 26, 2000, TrustCo Bank Corp NY ("TrustCo")
announced its intention to commence a tender offer to purchase each outstanding
share of Cohoes Bancorp, Inc. common stock for shares of TrustCo common stock
equal in value to $16.00 per share of Cohoes common stock. They are also
seeking, in connection with the consummation of their exchange offer, to enter
into an agreement with Cohoes providing for a follow-up merger between Cohoes
and TrustCo or a wholly owned subsidiary of TrustCo in which each remaining
Cohoes common share would be exchanged for the same per share consideration paid
to Cohoes stockholders in the exchange offer. AS DISCUSSED IN THE ACCOMPANYING
PROXY STATEMENT, WE BELIEVE OUR CASH OFFER PROVIDES YOU A HIGHER PREMIUM AND
GREATER VALUE THAN THE TRUSTCO OFFER. OUR OFFER HAS A TOTAL VALUE OF
$131,000,000 (INCLUDING THE VALUE OF COHOES SHARES OWNED BY AMBANC) WHILE THE
TRUSTCO OFFER IS VALUED AT APPROXIMATELY $ 127,000,000 --- $4,000,000 LESS TO
COHOES SHAREHOLDERS AT THE TIME THE TRUSTCO OFFER WAS ANNOUNCED.
YOUR VOTE IS ESSENTIAL! IF YOU WANT THE OPPORTUNITY TO CONSIDER THE
AMBANC OFFER, VOTE AGAINST THE PROPOSED HUDSON MERGER BY SIGNING, DATING AND
RETURNING THE ACCOMPANYING BLUE PROXY CARD TODAY.
Even if you previously have submitted a proxy card furnished by the
Cohoes Board, or by TrustCo, it is not too late to change your vote by simply
signing, dating and returning the enclosed BLUE proxy card today.
WE URGE YOU TO PROTECT YOUR INTERESTS -- PLEASE SIGN, DATE AND RETURN
THE BLUE PROXY CARD TODAY.
Thank you for your consideration and support.
Sincerely,
John Lisicki, President and Chief Executive Officer
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IMPORTANT
1. If your Cohoes shares are held in your own name, please sign, date
and mail the enclosed BLUE proxy card to D.F. King & Co., Inc. in the
postage-paid envelope provided.
2. If your Cohoes shares are held in "street-name," only your broker or
bank can vote your shares and only upon receipt of your specific instructions.
If your shares are held in "street-name," deliver the enclosed BLUE proxy card
to your broker or bank and contact the person responsible for your account to
vote on your behalf and to ensure that a BLUE proxy card is submitted on your
behalf. Ambanc urges you to confirm in writing your instructions to the person
responsible for your account and to provide a copy of those instructions to
Ambanc in care of D.F. King & Co., Inc. so that Ambanc will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
3. Only stockholders of record on June 22, 2000 are entitled to vote at
the special meeting of Cohoes stockholders. Ambanc urges each stockholder to
ensure that the record holder of his or her shares signs, dates and returns the
enclosed BLUE proxy card as soon as possible.
Do not sign or return any proxy card you may receive from Cohoes.
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
1-800-487-4870
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED HUDSON MERGER AND IS NOT A REQUEST FOR THE TENDER OF
COHOES COMMON STOCK. THE AMBANC CASH OFFER IS BEING MADE ONLY BY MEANS OF AN
OFFER TO PURCHASE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9,
2000 AND RELATED LETTER OF TRANSMITTAL, WHICH WILL BE MAILED SEPARATELY TO
COHOES STOCKHOLDERS.
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SPECIAL MEETING OF STOCKHOLDERS OF COHOES BANCORP, INC.
TO BE HELD ON AUGUST 17, 2000
PROXY STATEMENT OF AMBANC HOLDING COMPANY, INC.
SOLICITATION OF PROXIES IN OPPOSITION TO THE PROPOSED MERGER
OF COHOES BANCORP, INC. AND HUDSON RIVER BANCORP, INC.
This Proxy Statement and the enclosed BLUE proxy card are furnished by
Ambanc Holding Company, Inc., a Delaware corporation ("Ambanc"), in connection
with its solicitation of proxies to be used at a special meeting (the "Special
Meeting") of stockholders of Cohoes Bancorp, Inc., a Delaware corporation
("Cohoes"), to be held on August 17, 2000, at the Century House, 997 New Loudon
Road, Latham, New York, 3:00 p.m. local time, and at any adjournments,
postponements or reschedulings thereof. Pursuant to this Proxy Statement, Ambanc
is soliciting proxies from holders of shares of common stock of Cohoes ("Cohoes
Common Stock") to vote AGAINST the proposed merger of Hudson River Bancorp,
Inc., a Delaware corporation ("Hudson"), with Cohoes (such proposed merger, the
"Proposed Hudson Merger"). Cohoes has set June 22, 2000 as the record date for
determining those stockholders who will be entitled to vote at the Special
Meeting. This Proxy Statement and the enclosed BLUE proxy are first being mailed
to stockholders of Cohoes on or about August 14, 2000. The principal executive
offices of Cohoes are located at 75 Remsen Road, Cohoes, New York 12047 (518)
233-6500.
THE AMBANC OFFER
Ambanc intends to commence a Tender Offer (the "Ambanc Offer") to
purchase each outstanding share of Cohoes Common Stock for $16.50 in cash, net
to the seller. The terms and conditions of the Ambanc Offer are set forth in an
Offer to Purchase and a related letter of transmittal filed by Ambanc with the
Securities and Exchange Commission (the "Commission") on August 9, 2000 and will
be mailed separately to Cohoes stockholders. Cohoes stockholders are urged to
read the Offer to Purchase carefully because it contains important information
concerning the Ambanc Offer.
Based on the closing price of the Hudson common stock on the Nasdaq on
July 26, 2000 (the last trading day before the announcement of the Ambanc
Offer), the Ambanc Offer with a cash value of $16.50 per Cohoes share represents
more than a 17% pre-tax premium over the implied value of the Proposed Hudson
Merger of $14.07 (based on the 1.185 to 1 exchange ratio in that transaction and
the $11.875 closing price of Hudson common stock on July 26, 2000). Because the
number of shares you would receive in the Proposed Hudson Merger is fixed, the
implied value of the Proposed Hudson Merger will fluctuate based on changes in
the market price of the Hudson Common Stock. However, the value of the Ambanc
Offer will remain fixed at $16.50 in cash per share of Cohoes Common Stock.
Because the Ambanc Offer is all cash, as opposed to a tax-free exchange of
shares, the Ambanc Offer will be fully taxable to Cohoes shareholders at
applicable tax rates.
The purpose of the Ambanc Offer is to enable Ambanc to acquire control
of, and ultimately the entire equity interest in, Cohoes. The Ambanc Offer is
intended to facilitate the acquisition of all of the outstanding shares of
Cohoes Common Stock. If the Ambanc Offer is consummated, Cohoes would be merged
with and into Ambanc, with Ambanc being the surviving entity (the "Ambanc-Cohoes
Merger").
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REASONS FOR THE AMBANC OFFER
Ambanc believes that the acquisition of Cohoes by Ambanc represents a
compelling opportunity to enhance value for both Cohoes and Ambanc stockholders.
Specifically, Ambanc believes that the acquisition of Cohoes will produce
substantial benefits for Cohoes stockholders, including the following:
o HIGHER PREMIUM. Based on closing prices on July 26, 2000 (the
last trading day before the announcement of the Ambanc Offer),
the Ambanc Offer represents more than a 17% pre-tax premium over
the implied value of the Proposed Hudson Merger. Because the
Ambanc Offer is all cash, as opposed to a tax-free exchange of
shares, the Ambanc Offer will be fully taxable to Cohoes
shareholders at applicable tax rates.
o CASH VALUE. As Ambanc's offer is cash, the value that a
stockholder will receive is known to be $16.50 per share. Both
Hudson's and Trustco's offers provide stock as consideration. As
stocks are volatile investments, the actual value that will be
received by a Cohoes shareholder in the Hudson and Trustco offers
is unknown at this time.
o PROVIDES CASH FOR INVESTMENT. As Ambanc's offer is cash, Cohoes
shareholders can reinvest in any stock they choose.
AMBANC'S CAPACITY TO PAY FOR THE ACQUISITION OF COHOES
Ambanc will not accept for payment or pay for any shares tendered until
all conditions of its offer have been satisfied or waived. Regulatory approval
is one such condition and is unwaivable. Ambanc's wholly-owned subsidiary,
Mohawk Community Bank, currently has over $200 million in available-for-sale
securities, which is more than adequate to pay for the acquisition of Cohoes.
The available for sale securities currently owned by Ambanc are highly liquid
securities for which there is an active trading market with quotations and
values set daily. The securities consist of mortgage-backed and other government
securities issued by the Federal Home Loan Bank (FHLB), the Federal Home Loan
Mortgage Corporation (FHLMC), the Federal National Mortgage Association (FNMA),
the Government National Mortgage Association (GNMA) and the U.S. Treasury and
other agencies, and are immediately saleable. Ambanc has factored in any loss it
might have on its securities portfolio, based on current trading prices, in
determining its ability to pay the offer price, even though, at the time such
securities are eventually sold, there may be a substantial gain on the
portfolio, depending upon the then interest rate environment. Any loss Ambanc
may incur on the sale of securities is not expected to materially affect
Ambanc's ability to finance the Ambanc Offer.
In addition, using the available-for-sale securities to pay for the
acquisition of Cohoes will affect Ambanc's regulatory capital position. As
discussed in Section 17 of the Offer to Purchase, the financial resources of
Ambanc following the Ambanc-Cohoes Merger will be an important factor in
obtaining federal regulatory approval of the Ambanc-Cohoes Merger. Based on
certain financial assumptions regarding Ambanc and Cohoes, Ambanc currently
believes that, following the Ambanc-Cohoes Merger, it will have sufficient
financial resources and regulatory capital to satisfy regulatory requirements.
There can be no assurance, however, that such approvals will be received.
CONDITIONS TO THE AMBANC OFFER
The Ambanc Offer is conditioned upon, among other things: (i) there
being validly tendered and not withdrawn prior to the expiration of the Ambanc
Offer a number of shares of Cohoes Common Stock which would represent at least a
majority of the total number of outstanding Cohoes Common Stock on a fully
diluted basis; (ii) the receipt of all regulatory approvals sought by Ambanc in
connection with the
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transactions contemplated by the Ambanc Offer without the imposition of any
material condition unacceptable to Ambanc, the expiration of all required
waiting periods, and the compliance by Ambanc with any terms or conditions of
such approvals (the "Regulatory Approval Condition"); (iii) the Cohoes Board of
Directors (the "Cohoes Board") having approved the Ambanc Offer and having
amended the charter of Cohoes Savings Bank to eliminate the provisions thereof
prohibiting the direct or indirect ownership of more than 10% of any class of an
equity security of Cohoes Savings Bank, Ambanc being satisfied, in its sole
discretion, that Section 203 of the Delaware General Corporation Law (the
"DGCL")(which generally prohibits transactions between a Delaware corporation
and a 15% or greater shareholder unless certain conditions, such as the prior
approval of the Delaware corporation's board, have been satisfied) and the
anti-takeover provisions of Cohoes' Certificate of Incorporation ("Cohoes'
Certificate") and the charter of Cohoes Savings Bank are invalid or are not
applicable to the transactions contemplated by the Ambanc Offer ("Removal of
Impediments Condition"); (iv) since June 30, 1999, there being no material
adverse change, or any prospective material adverse change, in the financial
condition, business or assets of Cohoes; (v) the termination of the Agreement
and Plan of Merger dated April 25, 2000 between Hudson and Cohoes (the "Hudson
Merger Agreement"); (vi) the termination of the Stock Option Agreement dated
April 25, 2000 between Hudson and Cohoes (the "Hudson Option Agreement") and
surrender to Cohoes of the option granted to Hudson thereunder; (vii) the
stockholders of Cohoes not approving the Proposed Hudson Merger; and (viii)
Satisfactory completion of Due Diligence. Ambanc has reserved the absolute right
to waive any of the conditions of the Ambanc Offer other than the Regulatory
Approval Condition.
Absent any payment therefor, there is no financial incentive for Hudson
to voluntarily terminate the Hudson Option Agreement. Under the Hudson Option
Agreement, Hudson would have the right to acquire 1,574,538 shares of Cohoes
Common Stock at an exercise price of $9.8125 per share, subject to certain
adjustments. As of August 8, 2000, based on the closing price of Cohoes common
stock of $14.00 per share, the Hudson Option had a value of approximately $6.6
million.
Section 203 of the DGCL generally prohibits transactions between a
Delaware corporation, such as Cohoes, and a 15% greater stockholder (an
"Interested Stockholder"). This restriction does not apply if: (i) before such
person became an Interested Shareholder, the board of directors approved the
transaction in which the Interested Shareholder becomes an Interested
Shareholder or approved the business combination; or (ii) upon consummation of
the transaction which resulted in the shareholder becoming an Interested
Shareholder, the Interested Shareholder owned at least 85% of the voting stock
of Cohoes outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding, those shares owned by
(a) persons who are directors and also officers and (b) employee stock plans in
which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange
offer; or (iii) on or subsequent to such date, the business combination is
approved by the board of directors and authorized at an annual or special
meeting of shareholders, and not by written consent, by the affirmative vote of
at least two-thirds of the outstanding voting stock which is not owned by the
Interested Shareholder.
The tender of Cohoes shares of common stock pursuant to the Ambanc
Offer would reduce the number of shares that might otherwise trade publicly and
the number of holders of shares and could adversely affect the liquidity of the
Cohoes stock.
In order to complete its acquisition of Cohoes in the Cohoes-Ambanc
Merger following the consummation of the Ambanc Offer, Ambanc would need to be
able to vote the shares tendered to it. The Cohoes' Certificate, however,
provides that a beneficial owner of more than 10% of the voting stock of Cohoes
is prohibited from voting more than 10% of the stock of Cohoes (the "10%
Limit"). Removal of this provision would require the approval of 80% of the
voting power of all outstanding Cohoes shares. Thus, the completion of the
Ambanc Offer could be delayed due to the need to hold a meeting of Cohoes
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stockholders to approve an amendment to the Cohoes' Certificate removing the 10%
Limit. In addition, removal of other impediments to the completion of
Ambanc-Cohoes Merger, including Section 203 of the DGCL and certain
anti-takeover provisions in the Cohoes' Certificate and the charter of Cohoes
Savings Bank, would require the approval of the Cohoes Board.
There can be no assurance that the conditions to the Ambanc Offer will
be satisfied and, if so, as to the timing of satisfaction of such conditions.
While satisfaction of certain of such conditions is within the control of the
Cohoes Board, satisfaction of certain other conditions is outside the control of
the Cohoes Board. By voting against the Proposed Hudson Merger, stockholders can
demonstrate their support for the proposed combination of Cohoes and Ambanc. A
vote against the Proposed Hudson Merger moves all Cohoes stockholders closer to
being able to benefit from the Ambanc Offer.
While Ambanc is committed to acquiring Cohoes, until the conditions to
the Ambanc Offer are satisfied or waived, Ambanc will not purchase any Cohoes
Common Stock pursuant to the Ambanc Offer. Accordingly, a vote against the
Proposed Hudson Merger could leave Cohoes stockholders without a viable
alternative for an acquisition of Cohoes because even if the Cohoes stockholders
reject the Proposed Hudson Merger, Ambanc cannot offer any assurances that all
of the other conditions to the Ambanc Offer will be satisfied and that Ambanc
will proceed with the completion of the Ambanc Offer.
CERTAIN INFORMATION CONCERNING THE PROPOSED HUDSON MERGER
The Hudson Merger Agreement provides that Hudson will be the surviving
corporation in the merger. Each outstanding share of Cohoes Common Stock, other
than those beneficially owned by Cohoes or Hudson, would be converted into 1.185
shares of Hudson common stock. The obligations of Cohoes and Hudson to complete
the Proposed Hudson Merger are subject to various conditions, including the
following: (i) approval and adoption of the Hudson Merger Agreement by the
stockholders of Cohoes and Hudson; and (ii) receipt and effectiveness of all
governmental and other approvals, registrations and consents and the expiration
of all related waiting periods required to consummate the Proposed Hudson Merger
and the issuance of Hudson common stock.
In connection with the execution of the Hudson Merger Agreement, Cohoes
and Hudson also entered into the Hudson Option Agreement pursuant to which
Cohoes granted to Hudson an option (the "Hudson Option") to purchase 1,574,538
shares of Cohoes Common Stock (or approximately 19.9% of the issued and
outstanding shares of Cohoes Common Stock at the time of grant of the Hudson
Option), at an exercise price of $9.8125 per share, subject to certain
adjustments.
Hudson may exercise the Hudson Option if both an "initial triggering
event" and a "subsequent triggering event" occur prior to the occurrence of an
event that would terminate the Hudson Option. An initial triggering event has
occurred under the Hudson Option Agreement by virtue of the Ambanc Offer. A
subsequent triggering event under the Hudson Option will have occurred if any
person acquires beneficial ownership of 25% or more of the outstanding voting
securities of Cohoes or if Cohoes enters into an agreement with respect to or
otherwise proposes or recommends any transaction with a third party (other than
Hudson) involving a merger or consolidation of, or a sale of all or a
substantial part of the assets or deposits of or securities constituting 25% or
more of the outstanding voting power of, Cohoes or any of its subsidiaries.
Completion of the Ambanc Offer would constitute a subsequent triggering event
and would result in the Hudson Option becoming exercisable. It is a condition to
the Ambanc Offer, however, that the Hudson Option be terminated.
The foregoing description of the Hudson Merger Agreement and the Hudson
Option Agreement is qualified in its entirety by reference to the full text of
the Hudson Merger Agreement and the Hudson Option
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Agreement, copies of which were included as exhibits to the Hudson Current
Report filed on Form 8-K with the Commission on May 5, 2000.
The purpose of the solicitation made by this Proxy Statement is to
enable Cohoes stockholders to decide for themselves whether the proposed Ambanc
Offer is superior to the Proposed Hudson Merger and to act in their own best
interests.
IMPORTANT
IF YOU WANT TO HAVE THE OPPORTUNITY TO ACCEPT THE AMBANC OFFER, WE URGE
YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY TO VOTE AGAINST THE
PROPOSED HUDSON MERGER. BECAUSE THE SPECIAL MEETING IS SCHEDULED FOR AUGUST 17,
2000, WE URGE YOU TO EXECUTE AND MAIL THE BLUE PROXY CARD AS SOON AS POSSIBLE.
REJECTION OF THE PROPOSED HUDSON MERGER IS A CRITICAL STEP IN SECURING
THE SUCCESS OF THE AMBANC OFFER. YOUR VOTE AGAINST THE PROPOSED HUDSON MERGER
DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE AMBANC OFFER.
EVEN IF YOU HAVE ALREADY SENT A PROXY TO THE COHOES BOARD, OR TO
TRUSTCO, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND
VOTE AGAINST THE PROPOSED HUDSON MERGER BY SIGNING, DATING AND MAILING THE
ENCLOSED BLUE PROXY IN THE ENCLOSED ADDRESSED ENVELOPE. NO POSTAGE IS NECESSARY
IF YOUR PROXY IS MAILED IN THE UNITED STATES.
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED HUDSON MERGER AND IS NOT A REQUEST FOR THE TENDER OF
COHOES COMMON STOCK. THE AMBANC OFFER IS BEING MADE ONLY BY MEANS OF AN OFFER TO
PURCHASE AND RELATED LETTER OF TRANSMITTAL FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES EXCHANGE ACT OF 1934 ON
AUGUST 9, 2000. THE OFFER TO PURCHASE AND LETTER OF TRANSMITTAL ARE BEING MAILED
SEPARATELY TO COHOES STOCKHOLDERS.
BACKGROUND OF THE AMBANC OFFER
From time to time, Ambanc is involved in due diligence investigations,
discussions and negotiations concerning possible business combination
transactions with other financial institutions. Ambanc generally seeks to
acquire financial institutions that would: (i) complement its overall strategic
focus; (ii) provide opportunities for growth in markets where the target
financial institution conducts business; and (iii) improve Ambanc's retail
banking franchise.
In August 1998, Ambanc retained Sandler O'Neill & Partner, L.P. to
explore strategic options for Ambanc which could result in the sale or merger of
Ambanc. As part of this process, Cohoes was contacted to ascertain whether it
had any interest in a strategic combination with Ambanc. In the late spring of
1999, Cohoes indicated an interest regarding a possible acquisition of Ambanc.
In furtherance of this possible business combination, the parties entered into a
confidentiality agreement whereupon Ambanc furnished Cohoes with certain
business and other information regarding Ambanc. In June 1999, Cohoes made a
nonbinding expression of interest to acquire Ambanc which, after further
negotiations with Cohoes, was
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ultimately rejected by the Ambanc Board of Directors in July1999. Subsequently,
in September and October 1999, the Presidents of the two companies informally
discussed possible business combinations and the parties recommenced discussions
regarding a possible acquisition of Ambanc by Cohoes. In December 1999, Cohoes
again made a nonbinding expression of interest to acquire Ambanc. After several
weeks of negotiations and due diligence, Cohoes withdrew its proposal in January
2000.
On April 25, 2000, Cohoes and Hudson announced that they had entered
into the Hudson Merger Agreement and the Hudson Option Agreement. Following
announcement of the Proposed Hudson Merger, Ambanc reviewed its strategic
options in light of the Proposed Hudson Merger.
In May 2000, the President of Cohoes contacted the President of Ambanc
regarding possible discussions of an acquisition of Ambanc by Cohoes. In June
2000, representatives of the companies met twice to discuss the possibility of
an acquisition of Ambanc by Cohoes. On June 15, 2000, Ambanc made an acquisition
proposal to the Cohoes Board of Directors in which Ambanc would acquire Cohoes
in a merger in which each share of Cohoes' common stock would be exchanged for
$14.75, in cash. Subsequently, a director of Ambanc discussed with Cohoes'
investment banker Cohoes interest in acquiring Ambanc. On June 20, 2000, Cohoes
and Hudson jointly made a nonbinding offer to acquire Ambanc, contingent upon,
among other things, the successful completion of the Proposed Hudson Merger. On
June 23, 2000, representatives of Ambanc met with representatives of Cohoes and
Hudson to discuss the joint nonbinding proposal to acquire Ambanc and Ambanc's
proposed acquisition of Cohoes. Ambanc's representatives at the meeting
requested, among other things, that Cohoes increase its proposed price and drop
the condition that the Proposed Hudson Merger be completed. Cohoes refused this
request and suggested that any negotiations had to be conducted through Cohoes'
investment banker. Accordingly, subsequent to this meeting, a director of Ambanc
and Ambanc's financial advisor contacted Cohoes' investment banker in an attempt
to negotiate a higher price for Ambanc and have the completion of the Proposed
Hudson Merger dropped as a condition precedent to the completion of the Ambanc
acquisition. Also later on June 23, 2000, Ambanc revised its proposal to Cohoes
and offered to purchase each share of Cohoes' common stock for $15.25 in cash.
On June 26, 2000, Ambanc notified Cohoes and Hudson that it had rejected the
joint nonbinding proposal from Cohoes and Hudson for being too low in price and
too conditional to assure completion of the acquisition. The June 23, 2000,
revised proposal of Ambanc to acquire Cohoes was rejected by Cohoes in July
2000.
On July 27, 2000, Ambanc announced its intention to commence a tender
offer to purchase each outstanding share of Cohoes Common Stock for a cash equal
to $16.50.
REASONS TO VOTE AGAINST THE PROPOSED HUDSON MERGER
Ambanc urges you to vote your shares of Cohoes Common Stock AGAINST the
Proposed Hudson Merger for the following reasons.
o A VOTE AGAINST THE PROPOSED HUDSON MERGER GIVES YOU THE
OPPORTUNITY TO RECEIVE A PREMIUM FOR YOUR SHARES IN THE AMBANC
OFFER.
The Ambanc Offer, if consummated, would provide you $16.50 in cash per
share of Cohoes Common Stock. In the Proposed Hudson Merger, you will receive
shares of Hudson common stock which have an implied value of $14.07 based on the
exchange ratio in the Proposed Hudson Merger and the closing price of Hudson
Common Stock on July 26, 2000. As of July 26, 2000, the Ambanc Offer represented
a pre- tax premium of more than 17% over the implied value of the Proposed
Hudson Merger. Because the number of shares of Hudson Common Stock that you
would receive in the Proposed Hudson Merger is fixed, the
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<PAGE>
implied value of the Proposed Hudson Merger will fluctuate based on changes in
the market prices of the Hudson Common Stock. However, the value of the Ambanc
Offer will remain fixed at $16.50 in cash per share of Cohoes Common Stock.
Because the Ambanc Offer is all cash, as opposed to a tax-free exchange of
shares, the Ambanc Offer will be fully taxable to Cohoes shareholders at
applicable tax rates.
o A VOTE AGAINST THE PROPOSED HUDSON MERGER SENDS A STRONG
MESSAGE TO THE COHOES BOARD THAT YOU WANT TO PRESERVE YOUR
OPPORTUNITY TO ACCEPT THE AMBANC OFFER.
By voting against the Proposed Hudson Merger, stockholders can
demonstrate their support for the proposed acquisition of Cohoes by Ambanc. A
vote against the Proposed Hudson Merger moves Cohoes stockholders closer to
being able to benefit from the Ambanc Offer.
A vote against the Proposed Hudson Merger will not obligate you to
tender your shares of Cohoes Common Stock pursuant to the Ambanc Offer. However,
it will give you an opportunity to decide for yourself whether the Ambanc Offer
is in your best interest. On the other hand, if the Cohoes stockholders approve
the Proposed Hudson Merger, it is likely that the Proposed Hudson Merger will be
consummated.
o A VOTE AGAINST THE PROPOSED HUDSON MERGER WILL SATISFY ONE OF
THE CONDITIONS TO THE AMBANC OFFER.
One condition of the Ambanc Offer is that the Cohoes stockholders do
not approve the Proposed Hudson Merger. Ambanc will not purchase any shares of
Cohoes Common Stock in the Ambanc Offer unless this condition is satisfied.
Thus, a vote against the Proposed Hudson Merger moves all Cohoes stockholders
closer to being able to receive the cash consideration offered in the Ambanc
Offer. For a description of certain other conditions to the Ambanc Offer, see
"Conditions to the Ambanc Offer."
While Ambanc is committed to acquiring Cohoes, until the conditions to
the Ambanc Offer are satisfied or waived, Ambanc will not purchase any Cohoes
Common Stock pursuant to the Ambanc Offer. Accordingly, a vote against the
Proposed Hudson Merger could leave Cohoes stockholders without a viable
alternative for an acquisition of Cohoes because even if the Cohoes stockholders
reject the Proposed Hudson Merger, Ambanc cannot offer any assurances that all
of the other conditions to the Ambanc Offer will be satisfied and that Ambanc
will proceed with the completion of the Ambanc Offer.
OBSTACLES TO THE AMBANC OFFER CREATED BY THE COHOES BOARD OF DIRECTORS
You should be aware that the Cohoes Board has taken several actions in
connection with the Proposed Hudson Merger which create barriers against any
competing proposals (including the Ambanc Offer) and thus hinder your ability to
receive greater value for your Cohoes Common Stock.
In the Hudson Merger Agreement, Cohoes has agreed that from April 25,
2000 until the closing of the Proposed Hudson Merger or the termination of the
Hudson Merger Agreement, Cohoes may not enter into any discussions with or
furnish any confidential information to any person making an offer to merge with
or acquire Cohoes unless the Cohoes Board has determined that the failure to do
the same would result in a breach of the fiduciary duty of the Cohoes Board
under applicable law. Notwithstanding the proceeding, the Cohoes Board cannot,
without violating the Hudson merger agreement, terminate that Agreement and
enter into an agreement with another party even if, after such discussions, the
other party makes an offer superior to that of the Proposed Hudson Merger.
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<PAGE>
Under the terms of the Hudson Merger Agreement, the Cohoes Board has
obligated itself to recommend the Proposed Hudson Merger to Cohoes stockholders
under any and all circumstances, even if a third party makes a superior proposal
to merge with or acquire Cohoes.
YOU CAN TAKE IMMEDIATE STEPS TO HELP OBTAIN $16.50 PER SHARE IN CASH
FOR YOUR COHOES SHARES
(1) Return your BLUE proxy and vote AGAINST the Proposed Hudson Merger;
and
(2) Make your views known to the Cohoes Board.
BY TAKING THESE STEPS, YOU WILL GIVE THE COHOES BOARD A CLEAR MESSAGE THAT THEY
SHOULD TAKE ALL NECESSARY ACTIONS TO REMOVE ALL OBSTACLES TO THE AMBANC OFFER.
We believe that a vote against the Proposed Hudson Merger is a step
toward enabling Cohoes stockholders to receive the cash consideration offered by
the Ambanc Offer and is essential to secure the success of the Ambanc Offer.
VOTING INFORMATION
According to information contained in the proxy statement/prospectus
filed by Hudson and Cohoes with the SEC with respect to the Proposed Hudson
Merger, as of June 22, 2000, there were 7,912,255 shares of Cohoes Common Stock
outstanding. Approval of the Proposed Hudson Merger requires the affirmative
vote of holders of a majority of all outstanding shares of Cohoes Common Stock.
Cohoes stockholders are entitled to one vote for each share of Cohoes Common
Stock held as of June 22, 2000. Broker non-votes and abstentions will have the
same effect as votes against the Proposed Hudson Merger.
The accompanying BLUE proxy will be voted in accordance with the
stockholder's instructions on such BLUE proxy. Stockholders may vote against the
Proposed Hudson Merger by marking the proper box on the BLUE proxy. If no
instructions are given, the BLUE proxy will be voted AGAINST the Proposed Hudson
Merger.
Whether or not you plan to attend the Special Meeting, we urge you to
vote AGAINST the Proposed Hudson Merger on the enclosed BLUE proxy and
immediately mail it in the enclosed envelope. You may do this even if you have
already sent in a different proxy solicited by the Cohoes Board. IT IS YOUR
LATEST DATED PROXY THAT COUNTS. Execution and delivery of a proxy by a record
holder of shares of Cohoes Common Stock will be presumed to be a proxy with
respect to all shares held by such record holder unless the proxy specifies
otherwise.
You may revoke your proxy at any time prior to its exercise by
attending the Special Meeting and voting in person, by submitting a duly
executed later dated proxy or by submitting a written notice of revocation.
Unless revoked in the manner set forth above, duly executed proxies in the form
enclosed will be voted at the Special Meeting on the Proposed Hudson Merger in
accordance with your instructions. In the absence of such instructions, such
proxies will be voted AGAINST the Proposed Hudson Merger.
AMBANC STRONGLY RECOMMENDS A VOTE AGAINST THE PROPOSED HUDSON MERGER.
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YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE BLUE PROXY
TODAY. IF YOU ALREADY HAVE SENT A PROXY TO THE COHOES BOARD, YOU MAY REVOKE THAT
PROXY AND VOTE AGAINST THE PROPOSED HUDSON MERGER BY SIGNING, DATING AND MAILING
THE ENCLOSED BLUE PROXY.
If you have any questions about the voting of your shares, please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
1-800-487-4870
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telecopy, telegraph, the
Internet, newspapers and other publications of general distribution and in
person. Directors, officers and certain employees of Ambanc and the other
participants listed on Schedule II hereto may assist in the solicitation of
proxies without any additional remuneration (except as otherwise set forth in
this Proxy Statement).
Ambanc has retained D.F. King & Co., Inc.("King") for solicitation and
advisory services in connection with solicitations relating to the Special
Meeting, for which King is to receive a fee of $10,000 in connection with the
solicitation of proxies for the Special Meeting. Ambanc has also agreed to
reimburse D.F. King & Co., Inc. for out-of-pocket expenses and to indemnify D.F.
King & Co., Inc. against certain liabilities and expenses, including reasonable
legal fees and related charges, in connection with its solicitation activities.
D.F. King & Co., Inc. will solicit proxies for the Special Meeting from
individuals, brokers, banks, bank nominees and other institutional holders. In
addition, Ambanc has retained D.F. King & Co., Inc. to act as information agent
in connection with the Ambanc Offer. Ambanc has agreed that it will pay a fee of
$10,000 to D.F. King & Co., Inc. for services as information agent, reimburse
D.F. King & Co., Inc. for out-of-pocket expenses and to indemnify D.F. King &
Co., Inc. against certain liabilities and expenses, including reasonable legal
fees and related charges, in connection with its engagement as information
agent.
Directors, officers and certain employees of Ambanc may assist in the
solicitation of proxies without any additional remuneration. The entire expense
of soliciting proxies for the Special Meeting by or on behalf of Ambanc is being
borne by Ambanc.
CERTAIN INFORMATION ABOUT AMBANC
Ambanc was formed as a Delaware corporation in June 1995 to act as the
holding company for Mohawk Community Bank (formerly known as Amsterdam Savings
Bank, FSB) (the "Bank") upon the completion of the Bank's conversion from mutual
to stock form on December 26, 1995. Ambanc's Common Stock trades on the Nasdaq
National Market under the symbol "AHCI". Ambanc's principal executive office is
located at 11 Division Street, Amsterdam, New York, 12010-4303, and its
telephone number is (518) 842-7200.
At December 31, 1999, Ambanc had $740.7 million of assets and
shareholders' equity of $75.6 million or 10.2% of total assets.
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<PAGE>
The Bank, organized in 1886, is a federally chartered savings bank
headquartered in Amsterdam, New York. The principal business of the Bank
consists of attracting retail deposits from the general public and using those
funds, together with borrowings and other funds, to originate primarily one- to
four-family residential mortgage loans, home equity loans and consumer loans,
and to a lesser extent, commercial and multi-family real estate, and commercial
business loans in the Bank's primary market area. The Bank also invests in
mortgage-backed securities, U.S. Government and agency obligations and other
permissible investments. Revenues are derived primarily from interest on loans,
mortgage-backed and related securities and investments. The Bank offers a
variety of deposit accounts having a wide range of interest rates and terms. The
Bank is a member of the Bank Insurance Fund (the"BIF"), which is administered by
the Federal Deposit Insurance Corporation (the"FDIC"). Its deposits are insured
up to applicable limits by the FDIC. The Bank primarily solicits deposits in its
primary market area.
Ambanc's Offer to Purchase, and the related letter of transmittal, has
been filed with the Commission under the Securities Exchange Act of 1934
("Exchange Act"), as amended. Ambanc is subject to the informational filing
requirements of the Exchange Act, and, in accordance therewith, is obligated to
file reports, proxy statements and other information with the Commission
relating to its business, financial condition and other matters. Information as
of particular dates concerning Ambanc's directors and officers, their
remuneration, options granted to them, the principal holders of Ambanc's
securities and any material interests of such persons in transactions with
Ambanc is required to be disclosed in proxy statements distributed to Ambanc's
stockholders and filed with the Commission. The Offer to Purchase and such
reports, proxy statements and other information should be available for
inspection at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, NY 10048
and 500 West Madison Street, Suite 1400, Chicago, IL 60661 (call 1-800-SEC-0330
for hours). Copies of such information should be obtainable by mail, upon
payment of the Commission's customary charges, by writing to the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549-6009. The
Commission also maintains an Internet website at http://www.sec.gov that
contains the Offer to Purchase and the reports, proxy statements and other
information filed electronically by Ambanc.
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains certain forward-looking statements
concerning the financial condition and business of Ambanc following the
consummation of its proposed acquisition of Cohoes, the anticipated financial
and other benefits of such proposed acquisition and the plans and objectives of
Ambanc's management following such proposed acquisition. Generally, the words
"will," "may," "should," "continue," "believes," "expects," "intends,"
"anticipates" or similar expressions identify forward-looking statements. These
forward-looking statements involve certain risks and uncertainties. Factors that
could cause actual results to differ materially from those contemplated by the
forward-looking statements include, among others, the following factors:(i)
competitive pressure among financial services companies may increase
significantly; (ii) adverse changes in the interest rate environment may reduce
interest margins or adversely affect asset values of the company; (iii) general
economic conditions, whether nationally or in the market areas in which Ambanc
and Cohoes conduct business, may be less favorable than expected;
(iv)legislation or regulatory changes may adversely affect the businesses in
which Ambanc and Cohoes are engaged; or (v) adverse changes may occur in the
securities markets.
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<PAGE>
OTHER INFORMATION
The information concerning Cohoes, Hudson and the Proposed Hudson
Merger contained herein has been taken from or based upon, and is qualified in
its entirety by, publicly available documents on file with the Commission and
other publicly available information.
Ambanc is not aware of any other matter to be considered at the Special
Meeting. However, if any other matter properly comes before the Special Meeting,
Ambanc will vote all proxies held by it as Ambanc, in its sole discretion, may
determine.
Ambanc Holding Company, Inc.
Dated: August 14 , 2000
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
1-800-487-4870
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SCHEDULE I
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND
MANAGEMENT OF COHOES
According to information contained in the proxy statement/prospectus
filed by Hudson and Cohoes with the SEC with respect to the Proposed Hudson
Merger, as of June 22, 2000, there were 7,912,255 shares of Cohoes Common Stock
outstanding. Pursuant to the Hudson Option Agreement, Cohoes granted Hudson an
option to purchase up to 1,574,538 shares of Cohoes Common Stock. The
information concerning Cohoes and the Proposed Hudson Merger contained herein
has been taken from or based upon publicly available documents on file with the
Commission and other publicly available information. Ambanc does not take any
responsibility for the accuracy or completeness of such information or for any
failure by Cohoes to disclose events that may have occurred and may affect the
significance or accuracy of any such information.
The following table sets forth, as of June 22, 2000, information, which
was derived from the Cohoes Proxy Statement, regarding ownership of Cohoes
common stock by certain beneficial owners and by directors and executive
officers of Cohoes, individually and as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned Percent of Total Shares
Beneficial Owner at June 22, 2000 (1)(2)(3) Outstanding
---------------- -------------------------- ------------
<S> <C> <C>
Cohoes Bancorp, Inc. Employee Stock
Ownership Plan
75 Remsen Street
Cohoes, New York 12047 762,818(5) 9.6%
Directors:
Harry L. Robinson 214,353(6) 2.7%
Arthur E. Bowen 36,603(7) *
Peter G. Casabonne 21,603 *
Michael L. Crotty 22,978 *
Chester C. DeLaMater 41,603(8) *
Frederick G. Field, Jr. 22,878(9) *
Duncan S. MacAffer 28,442(10) *
J. Timothy O'Hearn 38,756(11) *
R. Douglas Paton 32,624(12) *
Walter H. Speidel 37,103(13) *
Donald A. Wilson 24,803(14) *
Executive officers:
Richard A. Ahl 128,053(15) 1.6%
Albert J. Picchi 49,945(16) *
Directors and executive officers of Cohoes
and executive officers of Cohoes Savings
Bank, as a group (13 persons) 699,744(17) 8.7%
</TABLE>
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<PAGE>
(1) Amount includes shares held directly, as well as shares allocated to such
individuals under the Cohoes Bancorp, Inc. Employee Stock Ownership Plan
(the "Cohoes ESOP"), and other shares with respect to which a person may be
deemed to have sole voting and/or investment power.
(2) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of Cohoes common stock which may be acquired within
60 days of the date shown pursuant to the exercise of outstanding stock
options. Shares of Cohoes common stock which are subject to stock options
are deemed to be outstanding for the purpose of computing the percentage of
outstanding common stock owned by such person or group but not deemed
outstanding for the purpose of computing the percentage of Cohoes common
stock owned by any other person or group. The amounts set forth in the
table include shares which may be received upon the exercise of stock
options pursuant to Cohoes' 1999 Stock Option and Incentive Plan within 60
days of the date shown as follows: for Mr. Robinson, 45,000 shares; for Mr.
Ahl, 22,500 shares; for Mr. Picchi, 11,250 shares; for each of the 10
non-employee directors, 5,201 shares; and for all directors and executive
officers as a group, 130,760 shares.
(3) Includes unvested restricted shares granted pursuant to Cohoes' 1999
Recognition and Retention Plan as follows: for Mr. Robinson, 90,000 shares;
for Mr. Ahl, 45,000 shares; for Mr. Picchi, 22,500 shares; for each of the
10 non-employee directors, 10,402 shares; and for all directors and
executive officers as a group, 261,520 shares. These shares will be voted
by Cohoes' board since they were subject to restriction as of June 22,
2000.
(4) Based upon 7,912,255 shares outstanding on June 22, 2000. An asterisk ("*")
means that the percentage is less than 1%.
(5) Includes 71,538 shares allocated to ESOP participants, and the participants
are entitled to direct the voting of these allocated shares. First Bankers
Trust Company, the trustee of the ESOP, may be deemed to own beneficially
the unallocated shares held by the ESOP. Unallocated shares will be voted
in the same proportion as allocated shares voted by participants, subject
to the requirements of applicable law and the fiduciary duties of the
trustee. The ESOP administrators are entitled to direct the voting of the
allocated shares for which timely voting instructions are not received from
the participants.
(6) Includes 21,000 shares owned by Mr. Robinson through Cohoes Savings Bank's
401(k) Plan; 51,500 shares owned by the Cohoes Savings Bank Rabbi Trust of
which Mr. Robinson is the beneficiary; and 2,553 shares allocated to Mr.
Robinson in the Cohoes ESOP.
(7) Includes 8,500 shares owned by the Cohoes Savings Bank Rabbi Trust of which
Mr. Bowen is the beneficiary and 1,000 shares owned by a testamentary trust
of which Mr. Bowen's wife is trustee.
(8) Includes 1,000 shares owned by Mr. DeLaMater's spouse.
(9) Includes 3,277 shares owned by Mr. Field's spouse.
(10) Includes 2,627 shares owned by an intervivos trust of which Mr. MacAffer is
trustee.
(11) Includes 1,700 shares owned directly by Mr. O'Hearn's children.
(12) Includes 7,935 shares owned by the Cohoes Savings Bank Rabbi Trust of which
Mr. Paton is the beneficiary.
16
<PAGE>
(13) Includes 500 shares owned directly by Mr. Speidel's son.
(14) Includes 1,100 shares owned by the Cohoes Savings Bank Rabbi Trust of which
Mr. Wilson is the beneficiary.
(15) Includes 4,000 shares owned by Mr. Ahl through Cohoes Savings Bank's 401(k)
Plan; 9,000 shares owned by the Cohoes Savings Bank Rabbi Trust of which
Mr. Ahl is the beneficiary; 25,000 shares owned by Mr. Ahl's spouse; and
2,553 shares allocated to Mr. Ahl in the Cohoes ESOP.
(16) Includes 4,648 shares owned through Cohoes Savings Bank's 401(k) Plan; and
2,121 shares allocated to Mr. Picchi in the Cohoes ESOP.
(17) This total includes shares beneficially owned by all directors and
executive officers listed in the table. All RRP shares, whether or not
vested, are included.
17
<PAGE>
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF AMBANC
AND OTHER PERSONS WHO MAY SOLICIT PROXIES
The following table sets forth the name and title of persons who may be
deemed to be participants on behalf of Ambanc in the solicitation of proxies
from the stockholders of Cohoes.
EXECUTIVE OFFICERS OF AMBANC
Name Title
John M. Lisicki President and Chief Executive Officer
Benjamin Ziskin Senior Vice President
James J. Alescio Senior Vice President, Chief Financial Officer
and the Treasurer of the Company and the Bank
Thomas Nachod Senior Vice President of the Company and the
Bank
Robert Kelly Vice President, Secretary and General Counsel to
the Company
DIRECTORS OF AMBANC
The Board of Directors of Ambanc is composed of the following individuals:
John J. Daly
Marvin R. LeRoy, Jr.
Lawrence B. Seidman
Ronald S. Tecler
James J. Bettini, Sr.
Seymour Holtzmann
Allan R. Lyons
Charles E. Wright
William L. Petrosino
Lauren T. Barnett
Daniel J. Greco
John M. Lisicki
Charles S. Pedersen
John A. Tesiero, Jr.
As of the date of this Proxy Statement, Ambanc beneficially owned
304,650 shares of Cohoes Common Stock; Director Allan R. Lyons beneficially
owned 7,600 shares of Cohoes common stock; Director William L. Petrosino
beneficially owned 4,000 shares of Cohoes common stock; and Senior Vice
President Thomas Nachod beneficially owned 1,000 shares of Cohoes common stock.
Other than as set forth herein,
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<PAGE>
as of the date of this Proxy Statement, neither Ambanc nor any of the other
participants listed in this Schedule II has any interest, direct or indirect, by
security holdings or otherwise, in Cohoes.
IMPORTANT
If your shares are held in your own name, please sign, date and return
the enclosed BLUE proxy card today. If your shares are held in "Street-Name,"
only your broker or bank can vote your shares and only upon receipt of your
specific instructions. Please return the enclosed BLUE proxy card to your broker
or bank and contact the person responsible for your account to ensure that a
BLUE proxy is voted on your behalf.
Do not sign any white proxy card you may receive from Cohoes.
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
1-800-487-4870
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF AMBANC HOLDING COMPANY, INC., IN
OPPOSITION TO THE SOLICITATION BY THE COHOES BANCORP, INC. BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF COHOES BANCORP, INC. TO BE HELD ON
AUGUST 17, 2000.
The undersigned stockholder of Cohoes Bancorp, Inc. ("Cohoes") hereby
appoints John M. Liscki and Robert Kelly and each or any of them, attorneys and
proxies of the undersigned, with full power of substitution, to vote all of the
shares of common stock of Cohoes which the undersigned is entitled to vote at
the Special Meeting of Stockholders of Cohoes to be held on August 17, 2000, at
the Century House, 997 New Loudon Road, Latham, New York at 3:00 p.m. local
time, and at any adjournments, postponements, continuations or reschedulings
thereof (the "Special Meeting"), with all the powers the undersigned would
possess if personally present at the Special Meeting.
AMBANC RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 1 BELOW.
1. Adoption of the Agreement and Plan of Merger, dated as of April 25,
2000, between Hudson River Bancorp, Inc. and Cohoes Bancorp, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. In their discretion, upon such other matters as may properly come
before the Special Meeting.
[X] PLEASE MARK YOUR VOTE AS THIS EXAMPLE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE>
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder and at the discretion of the proxy holders
as to any other business that may properly come before the special meeting. If
you do not indicate how you want to vote, your proxy will be counted as a vote
AGAINST adoption of the Agreement and Plan of Merger with Hudson River Bancorp,
Inc.
PLEASE COMPLETE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED, POSTAGE-PREPAID, BUSINESS REPLY ENVELOPE. THIS PROXY REVOKES ALL PRIOR
PROXIES GIVEN BY THE UNDERSIGNED WITH RESPECT TO THE MATTERS COVERED HEREBY.
DATED
------------------------------------
SIGNATURE(S)
------------------------------------
SIGNATURES, IF HELD JOINTLY
Please sign your name exactly as it appears hereon. When signing as
attorney, executor, administrator trustee or guardian, please give your full
title. If a corporation, please sign in full corporate name by the president or
other authorized officer. If a partnership, please sign in the partnership name
by authorized person(s).
If you need assistance in voting your shares, please call Ambanc's
proxy solicitor, D.F. KING & CO., INC. at 1-800-487-4870.
