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. 3)
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: [ ].
<PAGE>
SCHEDULE TO
This Amendment No. 1 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 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented as
follows:
1. The subsection under Section 12. CERTAIN CONDITIONS OF THE OFFER
entitled "GENERAL" beginning on page 20 of the Offer to Purchase is
revised in its entirety to read as follows:
GENERAL
Notwithstanding any other provisions of the Offer, Ambanc will not be
required to accept for payment or pay for any Shares, may postpone the
acceptance for payment of Shares tendered and may terminate or amend the Offer
as provided herein if any of the following conditions are not satisfied prior to
the Expiration Date: (i) the Minimum Tender Condition, (ii) the Regulatory
Approval Condition, (iii) the Removal of Impediments Condition; (vi) the
Material Adverse Effect Condition; (vii) the termination of the Hudson-Cohoes
Merger Agreement; (viii) the termination of the Hudson-Cohoes Option Agreement
and the surrender by Hudson to Cohoes of the option granted to Hudson
thereunder; (ix) the shareholders of Cohoes do not approve the Hudson-Cohoes
Merger; (x) Ambanc and Cohoes enter into a definitive Ambanc-Cohoes Merger
agreement. Ambanc reserves the absolute right to waive any of the conditions of
the Offer other than the Regulatory Approval Condition.
-2-
<PAGE>
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 29, 2000
AMBANC HOLDING CO., INC.
By:/s/John M. Lisicki
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John M. Lisicki
President and Chief Executive Officer
