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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.___)
Cohoes Bancorp, Inc.
(Name of Subject Company)
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Cohoes Bancorp, Inc.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
192513 10 9
(CUSIP Number of Class of Securities)
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HARRY L. ROBINSON
PRESIDENT & CHIEF EXECUTIVE OFFICER
COHOES BANCORP, INC.
75 REMSEN STREET
COHOES, NEW YORK 12047
(518) 233-6500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
the Person Filing Statement)
WITH A COPY TO:
GERALD F. HEUPEL, JR., ESQ.
PHILIP R. BEVAN, ESQ.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
734 15TH STREET, N.W.
WASHINGTON, D.C. 20005
(202) 347-0300
/X/ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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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
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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.
