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
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
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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
CALCULATION OF FILING FEE
TRANSACTION AMOUNT OF
VALUATION: Not Applicable FILING FEE: Not Applicable
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and date of its filing.
Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
[X] 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:
[ ] 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>
Ambanc Raises Offer Price and Will Commence Tender Offer
for Cohoes Bancorp for $16.50 Per Share, All Cash
Ambanc Urges Cohoes Stockholders
to Vote Against the Hudson River Sale
AMSTERDAM, N.Y.--July 27, 2000--Ambanc Holding Co., Inc. (NASDAQ: AHCI)
("Ambanc") announced today that it intends to commence a tender offer for Cohoes
Bancorp, Inc. ("Cohoes") in which it will seek to acquire all outstanding shares
of Cohoes directly from the stockholders at a price of $16.50 per share in cash,
representing a $1.25 per share increase to Ambanc's existing all cash proposal
to acquire Cohoes, which was rejected by Cohoes management. The offer of $16.50
per share in cash represents a premium of more than 17% over the proposed sale
of Cohoes to Hudson River Bancorp, Inc. ("Hudson River"), based upon Hudson
River's closing price of $11.875 on July 26, 2000.
Ambanc also announced today that, along with its tender offer materials, it
intends to file preliminary proxy materials with the Securities and Exchange
Commission to urge Cohoes stockholders to vote against the proposed Hudson River
sale.
John Lisicki, Ambanc's President and CEO stated: "The management and the Board
of Directors of Cohoes have seriously failed Cohoes stockholders in their
refusal to consider Ambanc's acquisition proposal. Management and the Board of
Cohoes has refused to provide their stockholders with the right to vote on our
proposal and they have avoided discussing the merits of our proposal by claiming
that we are not serious about acquiring Cohoes. Because we are very serious
about our offer to Cohoes, we are bypassing Cohoes management and taking our
offer directly to the Cohoes stockholders. We are also increasing our offer to
$16.50 per share in cash and urging all Cohoes stockholders to vote against the
proposed sale to Hudson River, a sale that in our opinion represents a give-away
of the Cohoes franchise for a fraction of its value. Our offer is not rich in
benefits and cash to the management and Board of Directors of Cohoes, but
instead transfers the value of the transaction to the stockholders, the true
owners of Cohoes."
Ambanc's tender offer is subject to certain contingencies, including the
satisfaction of a minimum tender condition, Cohoes stockholders not approving
the proposed Hudson River merger, valid termination of the lock-up option
granted to Hudson River, customary bank regulatory approvals, approvals by the
Cohoes' Board of Directors and Cohoes stockholders necessary to remove
anti-takeover obstacles, and satisfactory completion of due diligence. The
complete details of Ambanc's tender offer will be set forth in the tender offer
statement to be filed with the Securities and Exchange Commission.
Ambanc intends to file with the Securities and Exchange Commission a tender
offer statement and preliminary proxy materials with respect to Ambanc's
solicitation against the proposed Hudson River sale. Ambanc advises investors
to carefully read both of these documents at the time they are filed because
they will contain important information. Investors may obtain a free copy of
these documents, when they become available, at the SEC's web site at
www.sec.gov. These documents
<PAGE>
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.
As of July 26, 2000, Ambanc was the beneficial owner of 304,650 shares of Cohoes
common stock. The directors and executive officers of Ambanc may be deemed to be
"participants" in Ambanc's solicitation of Cohoes stockholders. Information
regarding the participants, including their holdings of Cohoes stock, is set
forth under a statement pursuant to Rule 14a-12 filed by Ambanc with the
Securities and Exchange Commission today.
The foregoing material may contain forward-looking statements. We caution that
such statements may be subject to a number of uncertainties and actual results
could differ materially and, 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.
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CONTACT: Ambanc Holding Co., Inc.
John M. Lisicki, President & CEO (518) 842-7200
Email: [email protected]
