SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
COHOES BANCORP, INC.
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(Name of Subject Company)
AMBANC HOLDING CO., INC.
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(Name of Filing Persons -- Offeror)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
192 513 109
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(CUSIP Number of Class of Securities)
John M. Lisicki
President and Chief Executive Officer
11 Division Street
Amsterdam, New York 12010
(518) 842-7200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidder)
Copies to:
John J. Spidi, Esq.
Malizia Spidi & Fisch, PC
1301 K Street, N.W. Suite 700 East
Washington, D.C. 20005
(202) 434 - 4660
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ].
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SCHEDULE TO
This Amendment No. 4 amends and supplements the Tender Offer Statement on
Schedule TO, dated August 9, 2000 (the "Schedule TO") relating to an offer by
Ambanc Holding Co., Inc., a Delaware Corporation, ("Ambanc"), to purchase all of
the outstanding shares of common stock, par value $0.01 per share (the "Shares")
of Cohoes Bancorp, Inc. for $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 the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitutes the "Offer"), copies of which were attached to the Schedule TO as
Exhibits (a)(1) and (a)(2), respectively.
All of the information in the Offer to Purchase and the related Letter of
Transmittal is hereby incorporated by reference in answer to Items 1 through 11
of the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
Tax Impact on Premium Being Offered to Cohoes Stockholders
Ambanc is unable to specifically quantify the tax consequences of Ambanc's
Offer to individual shareholders of Cohoes as it is impossible to know each
shareholder's tax situation (e.g. aggregate tax basis, long term vs. short term
capital gain, holding periods, tax rates, etc.). Therefore, Ambanc is unable to
calculate the resulting effect on the premium being offered beyond saying that
it will be fully taxable for each shareholder. For information on the specific
tax consequences of Ambanc's Offer, shareholders should consult their individual
tax advisors.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2000
AMBANC HOLDING CO., INC.
By: /s/John M. Lisicki
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John M. Lisicki
President and Chief Executive Officer
