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
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
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-11(c) or Rule 14a-12
Cohoes Bancorp, Inc.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -----------------------------------------------------------------------------
(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:_________________________________________________________
Cohoes Bancorp, Inc. Contact: Harry L. Robinson
75 Remsen Street, Cohoes, N.Y. 12047 President & Chief Executive
Officer
Tel: (518) 233-6565
Fax: (518) 233-6575
P R E S S R E L E A S E
==============================================================================
Contact Person:
Harry L. Robinson, President
COHOES BANCORP BELIEVES AMBANC'S PROPOSED OFFER IS INADEQUATE,
AMBANC LACKS FINANCIAL CAPABILITY
Cohoes Bancorp, Inc (Nasdaq NMS: COHB) announced today that its Board
had previously reviewed Ambanc's earlier proposals of $14.75 and then $15.25
per share in accordance with the fiduciary duties of the Cohoes Board. "We
believe Ambanc Holding Co., which has only $75.4 million of total net worth at
March 31, 2000, did not have the financial capability to complete its lower
proposals to acquire Cohoes, let alone a deal at $16.50 per share," stated
Harry L. Robinson, President of Cohoes.
"We also believe that Ambanc's proposed price is still grossly
inadequate on price as it represents only 107% of our June 30, 2000 book
value, and that there would be numerous legal and regulatory impediments to
any proposal Ambanc would make," continued Mr. Robinson.
"We believe Ambanc is merely trying to prevent the successful completion
of our merger of equals with Hudson River Bancorp. Our combination with Hudson
River will create a strong, attractive franchise, will increase earnings per
share and will benefit all of our shareholders," concluded Mr. Robinson.
This release may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that involve risk and
uncertainty. It should be noted that a variety of factors could cause the
combined company's actual results and experience to differ materially from the
anticipated results or expectations expressed in the forward-looking
statements. Cohoes does not undertake, and specifically disclaims, any
obligation to publicly release the results of any revisions which 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.
Hudson River has filed a Registration Statement on Form S-4 concerning
the merger with the United States Securities and Exchange Commission which
includes the joint merger proxy statement/prospectus mailed to shareholders.
In addition, Cohoes intends to file a Solicitation/Recommendation Statement
with the United States Securities and Exchange Commission in response to any
Tender Offer Statement to be filed by Ambanc Holding Co., Inc. or TrustCo Bank
Corp NY. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Investors are currently able to obtain the Form S-4
Registration Statement and will be able to obtain the
Solicitation/Recommendation Statements when filed, free of charge at the SEC's
website, www.sec.gov. In addition, documents filed with the SEC by Cohoes are
available free of charge from the Secretary of Cohoes at 75 Remsen Street,
Cohoes, New York 12047, telephone (518) 233-6500.
Cohoes and Hudson River and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies to
approve the Cohoes-Hudson River merger. INFORMATION ABOUT THE PARTICIPANTS
MAY BE OBTAINED THROUGH THE SEC'S WEBSITE FROM THE S-4 REGISTRATION STATEMENT
FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON JUNE 26,
2000, AS AMENDED, AND DOCUMENTS FILED UNDER RULE 425 WITH THE SEC ON JULY 20,
2000 AND JULY 27, 2000.
