-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ks2wBvgKEs7LrRx59k2YhxBWgbDDlULh67V2s5zW3Y7j46pX/DDvN+v+brUm5qP7 dkPB1gj3O/Xy35h5oxUwXQ== /in/edgar/work/20000630/0000946275-00-000305/0000946275-00-000305.txt : 20000920 0000946275-00-000305.hdr.sgml : 20000920 ACCESSION NUMBER: 0000946275-00-000305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000626 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMBANC HOLDING CO INC CENTRAL INDEX KEY: 0001000301 STANDARD INDUSTRIAL CLASSIFICATION: [6035 ] IRS NUMBER: 141783770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27036 FILM NUMBER: 666175 BUSINESS ADDRESS: STREET 1: 11 DIVISION ST CITY: AMSTERDAM STATE: NY ZIP: 12010 BUSINESS PHONE: 5188427200 MAIL ADDRESS: STREET 1: PO BOX 669 CITY: AMSTERDAM STATE: NY ZIP: 12010 8-K 1 0001.txt FORM 8-K 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 Date of Report (Date of earliest event reported): June 26, 2000 AMBANC HOLDING CO., INC. ----------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-27036 14-1783770 - --------------------------- ----------------- ---------------------------- State or other jurisdiction (SEC File No.) (IRS Employer Identification of incorporation) Number) 11 Division Street, Amsterdam, New York 12010-4303 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 842-7200 -------------- Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last Report) INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Item 5. Other Events - --------------------- Copies of press releases issued June 26, 2000 and June 30, 2000 by the Registrant are attached hereto as Exhibit 99.1 and 99.2 and are incorporated herein by reference in their entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - -------------------------------------------------------------------------- Exhibit 99.1 -- Press Release dated June 26, 2000. - ------------ Exhibit 99.2 -- Press Release dated June 30, 2000. - ------------ 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. AMBANC HOLDING CO., INC. Date: June 30, 2000 By: /s/ Robert Kelly ------------------------------------ Robert Kelly Vice President and General Counsel EX-99.1 2 0002.txt EXHIBIT 99.1 EXHIBIT 99.1 Ambanc Holding Co., Inc. Seeks to Acquire Cohoes Bancorp, Inc. AMSTERDAM, N.Y.-June 26, 2000--Ambanc Holding Co., Inc. (Nasdaq: AHCI), the parent company of Mohawk Community Bank, Amsterdam, New York, today announced that on June 23, 2000 it delivered a non-binding proposal to Cohoes Bancorp, Inc. to initiate merger discussions. Under Ambanc's proposal, each share of Cohoes common stock would be exchanged for $15.25 in cash. Ambanc has stated its willingness, however, to discuss a combination of cash and stock with Cohoes on a negotiated basis. The Ambanc proposal expires on June 30, 2000 and is subject to, among other conditions, due diligence procedures and the execution of a definitive agreement between the parties. Cohoes entered into a merger agreement on April 25, 2000 under which it would be acquired by Hudson River Bancorp, Inc., with each share of Cohoes common stock being exchanged for 1.185 shares of Hudson River common stock. Based on the closing price of Hudson River common stock on June 23, 2000, stockholders of Cohoes would receive $12.30 per share in Hudson River common stock . John M. Lisicki, President and Chief Executive Officer of Ambanc, stated: "We feel we can provide the Cohoes stockholders a better option. Our proposal constitutes a significant premium over the consideration Cohoes stockholders would receive from Hudson River. Specifically, our proposal would enable Cohoes stockholders to realize approximately a 24% premium over the consideration they would receive from Hudson River, based on the closing price of Hudson River common stock on June 23, 2000. Based on Cohoes public rejection of our proposal, we do not believe the Cohoes Board of Directors seriously considered our proposal, even though we offered Cohoes stockholders a significant premium over what Hudson River agreed to pay." Mr. Lisicki further stated that Ambanc expects that if it were to acquire Cohoes, the transaction would be accretive to Ambanc's earnings during the first year. He emphasized the unanimous belief of Ambanc's board of directors that a merger of Ambanc and Cohoes would be a strategic combination that would have a positive effect on the value of Ambanc's franchise and enhance long term value for its stockholders. Ambanc Holding Co., Inc. is a unitary savings and loan holding company. The Company's primary subsidiary, Mohawk Community Bank, serves customers through seventeen upstate New York offices, located in Fulton, Montgomery, Schenectady, Saratoga, Albany, Otsego, Chenango and Schoharie counties. The Bank's deposits are insured up to the maximum legal amount by the Federal Deposit Insurance Corporation (FDIC). Ambanc's common stock is traded on the NASDAQ National Market, under the symbol "AHCI". The foregoing material contains forward-looking statements concerning the financial condition, results of operations and business of Ambanc following the consummation of its proposed acquisition of Cohoes. We caution that such statements are 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. CONTACT: Ambanc Holding Co., Inc. John M. Lisicki, President & CEO (518) 842-7200 jlisicki@mohawkcommunitybank.com EX-99.2 3 0003.txt EXHIBIT 99.2 EXHIBIT 99.2 Ambanc Holding Co., Inc. Extends Purchase Offer and Urges Cohoes Bancorp, Inc. To Cancel The Lock-Up Option and Allow Its Shareholders to Vote On All Merger Proposals AMSTERDAM, N.Y.-- June 30, 2000--Ambanc Holding Co., Inc. (Nasdaq: AHCI) extended to July 31, 2000 its non-binding proposal to purchase each share of Cohoes Bancorp, Inc. stock for $15.25 in cash. Ambanc also restated its desire to enter into merger discussions with Cohoes and its willingness to discuss a combination of cash and stock. In addition to the Ambanc offer for Cohoes, Cohoes has received two other offers. Cohoes entered into a merger agreement on April 25, 2000 under which it would be acquired by Hudson River Bancorp, Inc., with each share of Cohoes common stock being exchanged for 1.185 shares of Hudson River common stock. In connection with the merger agreement, Hudson River and Cohoes granted each other options to purchase up to 19.9% of the outstanding shares of each other's common stock under certain circumstances in the event the transaction is terminated. TrustCo Bank Corp NY has made an offer to purchase Cohoes for $16/share and Hudson River for $14/share in exchange for TrustCo's stock. John M. Lisicki, President and Chief Executive Officer of Ambanc, stated that "If the directors of Cohoes and Hudson River really believe that the merger between Cohoes and Hudson River is in the best interest of their shareholders, they should welcome the opportunity to present all three merger transactions to a vote of their shareholders. This process will allow the shareholders to decide which deal is best for them. To further make the process fair to all the bidders, Cohoes and Hudson River should void the mutual lock-ups each issued the other so that no bidder has an unfair pricing advantage." Ambanc Holding Co., Inc. is a unitary savings and loan holding company. The Company's primary subsidiary, Mohawk Community Bank, serves customers through seventeen upstate New York offices, located in Fulton, Montgomery, Schenectady, Saratoga, Albany, Otsego, Chenango and Schoharie counties. The Bank's deposits are insured up to the maximum legal amount by the Federal Deposit Insurance Corporation (FDIC). Ambanc's common stock is traded on the NASDAQ National Market, under the symbol "AHCI". The foregoing material contains forward-looking statements concerning the financial condition, results of operations and business of Ambanc following the consummation of its proposed acquisition of Cohoes. We caution that such statements are 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. CONTACT: Ambanc Holding Co., Inc. John M. Lisicki, President & CEO (518) 842-7200 jlisicki@mohawkcommunitybank.com -----END PRIVACY-ENHANCED MESSAGE-----