AMBANC HOLDING CO INC
DFAN14A, 2000-08-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  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))
[  ] Definitive Proxy Statement
[  ] Definitive Additional Materials
[X] Soliciting Material pursuant to Rule 14a-12

                              Cohoes Bancorp, Inc.
                              --------------------
                (Name of Registrant as Specified in Its Charter)

                            Ambanc Holding Co., Inc.
                            ------------------------
    (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:

          (2)  Aggregate number of securities to which transaction applies:

          (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):

          (4)  Proposed maximum aggregate value of transaction:

          (5)  Total fee paid:

  [ ]    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:

          (2)  Form, Schedule or Registration Statement no.:

          (3)  Filing Party:

          (4)  Date Filed:

<PAGE>
                                EXPLANATORY NOTE

The following  press  release of Ambanc  Holding Co.,  Inc.  ("Ambanc"),  issued
August 11, 2000, was filed with the Securities and Exchange Commission on August
11,  2000 under  Ambanc's  name on EDGAR.  At the  request of the SEC staff this
press  release is being  refiled  today under the name Cohoes  Bancorp,  Inc. on
EDGAR.  No  information  in this filing has changed from the previous  filing on
August 11, 2000.


For Immediate Release

AMSTERDAM,  N.Y.--(BUSINESS  WIRE)-August  11,  2000--Ambanc  Holding Co.,  Inc.
(NASDAQ:  AHCI) ("Ambanc") wishes to clarify its previous  statements  regarding
the possible  outcome of the  shareholder  vote on the proposed merger of Cohoes
Bancorp,  Inc.  ("Cohoes")  with Hudson River Bancorp,  Inc.  ("Hudson  River").
Cohoes  has  scheduled  a special  meeting  of its  shareholders  to vote on the
proposed  merger for August 17, 2000.  Based on information  Ambanc had obtained
from its proxy solicitor and through  discussions  with  shareholders of Cohoes,
Ambanc previously  stated its belief with respect to the anticipated  results of
voting at the meeting.  Ambanc  wishes to clarify that such belief was not based
on Ambanc's  actual  knowledge of all the votes cast at the time such  statement
was made.  Ambanc  retracts the  statements  it made  concerning  the  projected
outcome of the vote.

On July 27, 2000,  Ambanc announced its intention to solicit proxies against the
proposed merger. On July 31, 2000, Ambanc filed preliminary proxy materials with
the  SEC.  Ambanc  intends  to mail  its  proxy  materials  as soon as  possible
following completion of SEC review of the materials.

On August 9, 2000,  Ambanc  commenced a tender offer for all of the  outstanding
shares of Cohoes and filed  tender offer  materials  with the SEC which will set
forth the  complete  details of Ambanc's  tender  offer.  WE URGE  INVESTORS  TO
CAREFULLY  READ THE  PROXY  MATERIALS,  AS WELL AS THE  TENDER  OFFER  MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION.  Investors may obtain a free copy of
the preliminary  proxy materials,  and the tender offer materials,  at the SEC's
web site at  www.sec.gov.  These  documents  may also be obtained  for free from
Ambanc by directing a written  request to Ambanc  Holding Co., Inc., 11 Division
Street, Amsterdam, New York 12010, Attention: Secretary.

Ambanc  and  its  directors   and  executive   officers  may  be  deemed  to  be
"participants" in Ambanc's  solicitation of proxies from Cohoes  shareholders to
be voted  against  the  proposed  merger.  INFORMATION  ABOUT THE  PARTICIPANTS,
INCLUDING  THEIR  HOLDINGS OF COHOES  STOCK,  MAY BE OBTAINED  THROUGH THE SEC'S
WEBSITE IN AMBANC'S OFFER TO PURCHASE FILED WITH THE SEC ON AUGUST 9, 2000 UNDER
SCHEDULE "TO".

Ambanc  Holding Co.,  Inc. is a unitary  savings and loan holding  company.  The
Company's  primary  subsidiary,  Mohawk  Community  Bank,  serves  customers  in
seventeen upstate New York offices, located in Montgomery,  Fulton, Schenectady,
Saratoga,  Albany, Otsego,  Chenango and Schoharie counties. The Bank's deposits
are insured up to the maximum legal amount by the FDIC.

CONTACT: Ambanc Holding Co., Inc.
John M. Lisicki, President & CEO
(518) 842-7200
[email protected]


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