EXHIBIT (a)(4)
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LETTER TO BROKERS
OFFER TO PURCHASE FOR CASH
All of the Outstanding Shares of Common Stock
of
COHOES BANCORP, INC.
at
$16.50 Net Per Share
by
AMBANC HOLDING CO., INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, SEPTEMBER 6, 2000, UNLESS THE OFFER IS EXTENDED.
August 9, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Ambanc Holding Co., Inc., a Delaware corporation ("Ambanc"), is
offering to purchase all of the outstanding shares of common stock, par value
$.01 per share (the "Shares"), of Cohoes Bancorp, Inc., a Delaware corporation
("Cohoes"), at $16.50 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 9, 2000 (the "Offer to Purchase") and in the related
Letter of Transmittal (which together constitute the "Offer") enclosed herewith.
Holders of Shares whose certificates for such Shares ("Certificates")
are not immediately available or who cannot deliver their Certificates, and all
other required documents to the Depositary on or prior to the expiration of the
Offer ("Expiration Date"), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Shares according to the guaranteed
delivery procedures set forth in Section 4 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold Shares registered in your name or in the
name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF
SHARES WHICH, TOGETHER WITH SHARES BENEFICIALLY OWNED BY AMBANC, REPRESENTS AT
LEAST A MAJORITY OF THE SHARES OUTSTANDING ON A FULLY DILUTED BASIS ON THE DATE
OF PURCHASE. CERTAIN OTHER CONDITIONS TO CONSUMMATION OF THE OFFER ARE DESCRIBED
IN SECTION 12 OF THE OFFER TO PURCHASE. AMBANC EXPRESSLY RESERVES THE RIGHT TO
WAIVE ANY ONE OR MORE OF THE CONDITIONS OF THE OFFER.
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Enclosed herewith for your information and for forwarding to your
clients for whose accounts you hold Shares registered in your name or in the
name of your nominee are copies of the following documents:
1. The Offer to Purchase dated August 9, 2000;
2. The Letter of Transmittal for your use and for the information of
your clients. Facsimile copies of the Letter of Transmittal may
be used to tender Shares;
3. A Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if such
certificates and all other required documents cannot be delivered
to the Depositary before the expiration of the Offer or if the
procedures for book-entry transfer cannot be completed on a
timely basis;
4. A printed form of letter which may be sent to your clients for
whose account you hold Shares registered in your name or in the
name of your nominee, with space provided for obtaining such
clients' instructions with regard to the Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, SEPTEMBER 6, 2000, UNLESS THE OFFER
IS EXTENDED.
In order to accept the Offer, (i) a duly executed and properly
completed Letter of Transmittal with any required signature guarantees or any
Agent's Message (as defined in the Offer to Purchase), or other documentation
should be sent to the Depositary, and (ii) either certificates representing the
tendered Shares should be delivered to the Depositary or such Shares should be
tendered by book-entry transfer into the Depositary's account maintained at one
of the Book-Entry Transfer Facilities (as defined in the Offer to Purchase), all
in accordance with the instructions set forth in the Letter of Transmittal and
the Offer to Purchase.
If holders of Shares wish to tender, but it is impractical for them to
forward their certificates for such Shares or other required documentation on or
prior to the expiration of the Offer or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by following the
guaranteed delivery procedures specified in Section 4 of the accompanying Offer
to Purchase.
Ambanc will not pay any commissions or fees to any broker, dealer or
other person (other than to D.F. King & Co., Inc., as described in the Offer to
Purchase) for soliciting tenders of Shares pursuant to the Offer. Ambanc will,
however, upon request, reimburse you for customary clerical and mailing expenses
incurred by you in forwarding any of the enclosed materials to your clients.
Ambanc will pay or cause to be paid any stock transfer taxes payable on the
transfer of Shares, except as otherwise provided in Instruction 6 of the
enclosed Letter of Transmittal.
Any questions or requests for assistance may be directed to D.F. King &
Co., Inc. at the address and telephone number set forth on the back cover of the
Offer to Purchase. Requests for additional copies of the Offer to Purchase, the
Letter of Transmittal and other tender offer materials may be directed to D.F.
King & Co., Inc. or to brokers, dealers, commercial banks or trust companies.
