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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 23,1998
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(Date of earliest event reported)
SFS Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25994 22-3366295
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(State or other jurisdiction) (Commission File Number) (IRS Employer
Identification No.)
251-263 State Street, Schenectady, New York 12305
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(Address of principal executive offices) (Zip Code)
(518) 395-2300
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
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Item 5. Other Events
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On October 23, 1998, SFS Bancorp, Inc., a Delaware corporation ("SFS"), and
Cohoes Savings Bank ("Cohoes") issued a joint press release announcing the
execution of a Termination Agreement dated October 23, 1998 (the "Termination
Agreement"), which terminated the definitive agreement dated as of July 31, 1998
by and between Cohoes and SFS (the "Merger Agreement"). Under the terms of the
Merger Agreement, SFS was to have merged into a newly-formed holding company of
Cohoes to be organized in connection with Cohoes' conversion from a mutual to a
stock institution (the "Merger").
The Merger was terminated after Cohoes determined that due to the recent
significant decline in the market values of publicly held thrift institutions,
including institutions undertaking mutual-to-stock conversions, and regulatory
concerns regarding the amount of stock that SFS shareholders would receive in
the Merger, that the Merger may not be feasible and could adversely affect the
Cohoes conversion. Pursuant to the Termination Agreement, Cohoes paid SFS a
termination fee of $2,000,000.
The Termination Agreement and the press release announcing the termination
of the Merger issued on October 23, 1998 are attached as exhibits to this report
and are incorporated herein by reference. The foregoing summary of the
Termination Agreement does not purport to be complete and is qualified in its
entirety by reference to such agreement.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) and (b) not applicable.
(c) The following exhibits are filed with this report:
Exhibit Number Description
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2.1* Agreement and Plan of Merger,
dated as of July 31, 1998,
among SFS and Cohoes,
including exhibits thereto
2.2 Termination Agreement dated
October 23, 1998 between SFS
and Cohoes
20.1* Press Release issued on July
31, 1998 with respect to the
Merger Agreement
20.2 Press Release issued on October
23, 1998 with respect to the
Termination Agreement
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* Incorporated by reference from the Form 8-K filed by SFS with the
Securities and Exchange Commission on August 6, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SFS BANCORP, INC.
Date: October 27, 1998 By: /s/ Joseph H. Giaquinto
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Joseph H. Giaquinto, President and
Chief Executive Officer
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Exhibit 2.2
Termination Agreement
dated October 23, 1998
between SFS and Cohoes
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TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement"), dated October 23, 1998, is
made between Cohoes Savings Bank ("Cohoes"), a savings bank chartered under the
laws of the State of New York, and SFS Bancorp, Inc. ("SFS"), a Delaware
corporation.
WHEREAS, the Board of Trustees of Cohoes and the Board of Directors SFS
approved the acquisition of SFS by Cohoes (the "Merger");
WHEREAS, the approval of the Merger by the Board of Trustees of Cohoes
and the Board of Directors of SFS was evidenced by an Agreement and Plan of
Merger dated as of July 31, 1998 (the "Merger Agreement") entered into between
Cohoes and SFS;
WHEREAS, the Merger was conditioned upon the conversion from mutual-to-
stock form of organization of Cohoes and the formation of a holding company
("Holding Company") as a step incident thereto in accordance with applicable
federal and state regulations;
WHEREAS, the Merger Agreement provided for an exchange of each share of
SFS common stock for shares of Holding Company common stock in accordance with
Section 2.3 of the Merger Agreement;
WHEREAS, Cohoes has determined that due to the recent significant decline
in the market values of publicly held thrift institutions, including
institutions undertaking mutual-to-stock conversions, and regulatory concerns
regarding the amount of stock that SFS shareholders would receive in the Merger,
that the Merger may not be feasible and could adversely affect the Cohoes
conversion; and
WHEREAS, SFS has determined that consummation of the Merger is not likely.
NOW, THEREFORE, it is agreed:
1. TERMINATION. The Merger Agreement is hereby terminated by the mutual
consent of the parties thereto pursuant to Section 7.1(a) of the Merger
Agreement, except that the provisions relating to confidentiality set forth
in Section 5.4(b) shall survive such termination.
2. TERMINATION FEE. Cohoes hereby agrees to pay to SFS, in accordance
with Section 8.1(b) of the Merger Agreement, the sum of $2,000,000 as total
consideration for SFS' agreement to terminate the Merger pursuant to this
Agreement. Payment shall be made in immediately available funds as of the
date hereof.
3. MUTUAL RELEASE. The parties to the Merger Agreement and all persons
signing this Termination Agreement, in their official and individual capacities,
hereby mutually release each other, their subsidiaries, affiliates and
successors, employees, officers, directors and assigns from all claims,
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liabilities, demands and causes of action, known or unknown, fixed or
contingent, arising in connection with or incident to the matters contained
in the Merger Agreement.
4. PRESS RELEASE. The parties to the Merger Agreement hereby agree that
the announcement and press release attached hereto as Exhibit A concerning the
termination of the Merger shall be made jointly and released immediately after
execution of this Agreement by the parties hereto.
5. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties with respect to the matters contemplated hereby and supersedes all
prior arrangements or understandings with respect thereto, written or oral,
other than the provisions of the Merger Agreement referred to herein.
6. INTERPRETATION. The captions contained in this Agreement are for
reference purposes only and are not part of this Agreement.
7. COUNTERPARTS. This Agreement may be executed in any number of counter-
parts, and each such counterpart shall be deemed to be an original instrument
but all counterparts together shall constitute but one agreement.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and entirely to be performed within such jurisdiction.
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EACH PERSON SIGNING THIS AGREEMENT ACKNOWLEDGES THAT HE OR SHE
HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF
LEGAL CLAIMS.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in counterparts as of the date first above written.
COHOES SAVINGS BANK
By: /s/ Harry L. Robinson
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Name: Harry L. Robinson
Title: President
SFS BANCORP, INC.
By: /s/ Joseph H. Giaquinto
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Name: Joseph H. Giaquinto
Title: President
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ACKNOWLEDGED BY:
TRUSTEES OF COHOES SAVINGS BANK
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Arthur E. Bowen, Trustee
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Peter G. Casabonne, Trustee
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Michael L. Crotty, Trustee
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Chester C. DeLaMater, Trustee
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Frederick G. Field, Jr., Trustee
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Duncan S. Mac Affer, Trustee
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R. Douglas Paton, Trustee
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J. Timothy O'Hearn, Trustee
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Harry L. Robinson, Trustee
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Walter H. Speidel, Trustee
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Donald A. Wilson, Trustee
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ACKNOWLEDGED BY:
DIRECTORS OF SFS BANCORP, INC.
/s/ Richard D. Ammian
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Richard D. Ammian, Director
/s/ John F. Assini
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John F. Assini, M.D., Director
/s/ Joseph H. Giaquinto
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Joseph H. Giaquinto, Director
/s/ Gerald I. Klein, Director
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Gerald I. Klein, Director
/s/ Robert A. Schlansker
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Robert A. Schlansker, Director
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Press Release issued
on October 23, 1998
with respect to the Termination Agreement
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Cohoes Savings Bank SFS BANCORP, INC.
75 Remsen Street 251-263 State
Cohoes, New York 12047 Schenectady, New York 12305
(518) 233-6500 (518) 395-2300
Contact: Harry L. Robinson Contact: Joseph H. Giaquinto
President President
NEWS RELEASE
October 23, 1998, 4:00 p.m.-- Cohoes Savings Bank, Cohoes, New York, and SFS
Bancorp, Inc. (Nasdaq National Market: SFED), parent of Schenectady Federal
Savings Bank, Schenectady, New York, announced today the mutual termination of
the definitive agreement entered into on July 31, 1998, pursuant to which SFS
was to merge into a newly-formed holding company of Cohoes to be organized in
connection with Cohoes' conversion from a mutual to a stock institution. Cohoes
has advised SFS that due to the recent significant decline in the market values
of publicly held thrift institutions and institutions undertaking mutual-to-
stock conversions, and regulatory concerns regarding the pricing of the
transaction, the transaction was no longer feasible. Despite the best efforts
of both parties, revised terms acceptable to everyone could not be agreed upon.
Pursuant to the definitive agreement, Cohoes will pay SFS a termination fee of
$2 million.
"We are extremely disappointed that this transaction could not be completed.
SFS is a great company with top quality people, and would have been a fine
complement to our existing institution," stated Harry L. Robinson, President and
Chief Executive Officer of Cohoes. Mr. Robinson further indicated that,
although the merger with SFS had been terminated, the mutual-to-stock conversion
of Cohoes would proceed as scheduled.
SFS President Joseph H. Giaquinto said, "Although we are disappointed that
our merger with Cohoes couldn't work out, we have nothing but respect for
their people and their organization. As for SFS, we will now rededicate
ourselves to the business at hand and will continue to work hard to build and
enhance value for our shareholders and customers through our commitment to
community involvement and quality customer service".
Schenectady Federal operates 4 banking offices in Schenectady and Glenville,
New York. At June 30, 1998, SFS had consolidated assets of $178.1 million and
total stockholders' equity of $21.9 million. Cohoes operates 17 banking offices
in Albany, Rensselaer, Schenectady, Saratoga and Warren counties. At June 30,
1998, Cohoes had consolidated assets of $535.7 million and total equity of $53.3
million.
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