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.
(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:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Ambanc Commences Tender Offer
for Cohoes Bancorp for $16.50 Per Share, All Cash
AMSTERDAM, N.Y.-August 9, 2000--Ambanc Holding Co., Inc. (NASDAQ: AHCI)
("Ambanc") announced today the commencement of its 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.
In addition, Ambanc continued to urge the Cohoes stockholders to vote against
the proposed sale to Hudson River which is scheduled to be voted on at a special
meeting of shareholders on August 17, 2000. Ambanc previously announced its
intention to solicit proxies against the proposed sale of Cohoes to Hudson
River. Ambanc filed preliminary proxy material with the Securities and Exchange
Commission (the "SEC") on July 31, 2000 and intends to mail its proxy materials
as soon as possible following completion of SEC review of the materials.
Ambanc's tender offer is subject to certain contingencies, including the
satisfaction of a minimum tender condition, the Cohoes stockholders not
approving the proposed Hudson River merger, valid termination of the lock-up
option granted to Hudson River, customary bank regulatory approvals, and the
execution of a definitive merger agreement to provide for the merger of Cohoes
with and into Ambanc. The complete details of Ambanc's tender offer are set
forth in the tender offer materials filed today with the SEC.
WE URGE INVESTORS TO CAREFULLY READ THE PROXY MATERIALS AND THE TENDER OFFER
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a
free copy of the preliminary proxy materials and the tender offer materials at
the SEC's web site at www.sec.gov. The tender offer materials, and the
definitive proxy materials as soon as those are available, 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 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 OFFER TO PURCHASE FILED WITH THE SEC TODAY UNDER SCHEDULE "TO."
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]
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