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.
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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:
(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:
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For Immediate Release
Ambanc Submits Board Nominees to Cohoes
AMSTERDAM, N.Y.--(BUSINESS WIRE)-August 3, 2000--Ambanc Holding Company, Inc.
(NASDAQ: AHCI) ("Ambanc") announced today that it has submitted the nominations
of two people for election to the Board of Directors of Cohoes Bancorp, Inc.
("Cohoes") at the 2000 annual meeting of Cohoes shareholders. Each of the two
nominees resides within the Cohoes local market area and is well qualified to
serve as a director of Cohoes. Information regarding the Ambanc nominees is
attached. Further, Ambanc may nominate two additional nominees at a later date
as there would be a total of four board seats up for election at the next Cohoes
annual meeting.
On July 27, 2000, Ambanc announced its intention to solicit proxies against the
proposed sale of Cohoes to Hudson River Bancorp, Inc. ("Hudson River"). Ambanc
intends to mail its proxy materials as soon as possible following completion of
SEC review of the materials. Cohoes has scheduled a special meeting of its
shareholders to vote on the proposed sale to Hudson River for August 17, 2000.
Ambanc expects that Cohoes shareholders will reject the proposed sale to Hudson
River, thereby requiring Cohoes to have an annual meeting of shareholders in
late 2000, at which directors of Cohoes will be elected. Ambanc has today
submitted two nominees for election as directors at the Cohoes 2000 annual
meeting, if held, in accordance with the advance notice procedures set forth in
the Cohoes bylaws.
John Lisicki, Ambanc's President and CEO stated: "We fully expect that the
proposed sale of Cohoes to Hudson River will be defeated by the shareholders of
Cohoes at the August 17th special meeting because it is such a bad deal for the
shareholders. It is clear to us, in light of how the sale of Cohoes to Hudson is
structured and priced, that the shareholders of Cohoes are not fairly
represented on the Cohoes board. Therefore, it is our intention to effect a
change in the composition of the Board by electing directors that understand
that the interest of the shareholders - the true owners of the company - must be
the primary consideration in the operation of a publicly owned company. Because
we believe the Cohoes shareholders will reject the current proposed sale to
Hudson River, we anticipate that our nominees will be successfully added to the
Cohoes Board."
The Board of Directors of Ambanc once again urges the Cohoes Board to examine
its fiduciary responsibilities to their shareholders and immediately terminate
the proposed sale to Hudson River. Otherwise, Cohoes should allow its
shareholders to decide which of the competing proposals that have been made for
the sale of Cohoes is in their best interests. Ambanc also urges each Cohoes
shareholder to examine who benefits from the proposed Hudson River sale and vote
AGAINST the proposed Hudson River transaction.
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.
The foregoing material may contain forward-looking statements. We caution that
such statements may be subject to a number of risks and uncertainties and actual
results could differ materially and,
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therefore, readers should not place undue reliance on any forward-looking
statements. Ambanc does not undertake, and specifically disclaims, any
obligation to publicly release the results of any revisions that may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
As previously announced, Ambanc intends to commence a tender offer for all of
the outstanding shares of Cohoes and will file tender offer materials with the
SEC which will set forth the complete details of Ambanc's tender offer. On July
31, 2000, Ambanc filed preliminary proxy materials with the SEC with respect to
Ambanc's solicitation against the proposed Hudson River sale. WE URGE INVESTORS
TO CAREFULLY READ THE PROXY MATERIALS, AS WELL AS THE TENDER OFFER MATERIALS AT
THE TIME THEY ARE FILED, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors
may obtain a free copy of the preliminary proxy materials, and the tender offer
materials when they become available, 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 sale to Hudson River. INFORMATION ABOUT THE
PARTICIPANTS, INCLUDING THEIR HOLDINGS OF COHOES STOCK, MAY BE OBTAINED THROUGH
THE SEC'S WEBSITE IN AMBANC'S PRELIMINARY PROXY MATERIALS FILED WITH THE SEC ON
JULY 31, 2000.
INFORMATION REGARDING AMBANC NOMINEES
FOR ELECTION TO COHOES BOARD OF DIRECTORS
Leslie M. Apple, Esq. Mr. Apple has been a partner of the firm Whiteman
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Osterman & Hanna in Albany, New York since joining such firm in 1995. He is
currently the chair of the firm's Corporate and Business Practice Group. Prior
to joining the firm, Mr. Apple was the President and Chief Executive Officer of
Apple, Honen, Sims & Wood, P.C., a law firm he founded in 1985. Mr. Apple's
practice concentrates on business and finance matters, including structuring and
negotiating equity and debt financings, real estate financings, mergers and
acquisitions and management strategy. He regularly engages as lender's counsel
to financial institutions and as lead counsel on project financings. Mr. Apple
has also performed bond counsel work and acted as borrower's counsel on several
IDA-financed projects.
Henry J. MacDonald Mr. MacDonald retired from the General Electric Company
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in June, 1998. During his 35 years employment tenure with GE, Mr. MacDonald
occupied various positions in that company's financial and accounting
departments, including government accounting, financial operations and tax
compliance. Since his retirement, Mr. MacDonald has been a private investor
active in investing in shares of Capital Region community banks.
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CONTACT: Ambanc Holding Co., Inc.
John M. Lisicki, President & CEO
(518) 842-7200
[email protected]
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