-----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, Kq3c7b7zoIyxjSgZul4Ik8Ws6y8jw/BJWUAPyoI8VlVYAIw9lwSiHfDqT0AF2zuA 6sAuBBwrCaprE7nLs+cPjg== /in/edgar/work/20000825/0000946275-00-000420/0000946275-00-000420.txt : 20000922 0000946275-00-000420.hdr.sgml : 20000922 ACCESSION NUMBER: 0000946275-00-000420 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COHOES BANCORP INC CENTRAL INDEX KEY: 0001070321 STANDARD INDUSTRIAL CLASSIFICATION: [6036 ] IRS NUMBER: 141807865 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-58453 FILM NUMBER: 710150 BUSINESS ADDRESS: STREET 1: 75 REMSEN STREET CITY: COHOES STATE: NY ZIP: 12047 BUSINESS PHONE: 5182336500 MAIL ADDRESS: STREET 1: 75 REMSEN STREET CITY: COHOES STATE: NY ZIP: 12047 FILED BY: 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: SC TO-T/A 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 SC TO-T/A 1 0001.txt SCHEDULE TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) COHOES BANCORP, INC. --------------------------------------- (Name of Subject Company) AMBANC HOLDING CO., INC. --------------------------------------- (Name of Filing Persons -- Offeror) COMMON STOCK, PAR VALUE $.01 PER SHARE --------------------------------------- (Title of Class of Securities) 192 513 109 --------------------------------------- (CUSIP Number of Class of Securities) John M. Lisicki President and Chief Executive Officer 11 Division Street Amsterdam, New York 12010 (518) 842-7200 --------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copies to: John J. Spidi, Esq. Malizia Spidi & Fisch, PC 1301 K Street, N.W. Suite 700 East Washington, D.C. 20005 (202) 434 - 4660 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]. SCHEDULE TO This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO, dated August 9, 2000 (the "Schedule TO") relating to an offer by Ambanc Holding Co., Inc., a Delaware Corporation, ("Ambanc"), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the "Shares") of Cohoes Bancorp, Inc. for $16.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 9, 2000 (the "Offer to Purchase") and the related Letter of Transmittal (which, together with the Offer to Purchase, constitutes the "Offer"), copies of which were attached to the Schedule TO as Exhibits (a)(1) and (a)(2), respectively. All of the information in the Offer to Purchase and the related Letter of Transmittal is hereby incorporated by reference in answer to Items 1 through 11 of the Schedule TO. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented as follows: On August 25, 2000, Ambanc issued the press release filed as Exhibit (a)(9) hereto. The information set forth in the press release is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented as follows: (a)(9) Text of press release issued by Ambanc, dated August 25, 2000. -2- SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 25, 2000 AMBANC HOLDING CO., INC. By: John M. Lisicki ------------------------------------- John M. Lisicki President and Chief Executive Officer EX-99.A.9 2 0002.txt EXHIBIT (A)(9) EXHIBIT (a)(9) Exhibit a(9) For Immediate Release Ambanc Submits Additional Board Nominee to Cohoes AMSTERDAM, N.Y.--(BUSINESS WIRE)-August 25, 2000--Ambanc Holding Co., Inc. (NASDAQ: AHCI) ("Ambanc") announced today that it has submitted the nomination of Daniel A. Lanzetta, III for election to the Board of Directors of Cohoes Bancorp, Inc. ("Cohoes") at the 2000 annual meeting of Cohoes shareholders. Mr. Lanzetta resides within the Cohoes local market area and is well qualified to serve as a director of Cohoes. Information regarding Mr. Lanzetta is attached. On August 3, 2000, Ambanc announced that it had submitted two nominees to Cohoes for election at the next Cohoes annual meeting. Today's nomination results in a total of three persons nominated by Ambanc out of a total of four Board seats open to election at the next annual meeting of Cohoes shareholders. In compliance with the applicable regulations of the Office of Thrift Supervision, Ambanc has submitted the nominations of three candidates. On August 17, 2000, the Cohoes shareholders rejected the proposed merger of Cohoes with Hudson River Bancorp, Inc. ("Hudson River"). As a result, under applicable law and Cohoes bylaws, Cohoes is required to hold an annual meeting of shareholders in 2000. At that meeting, four board seats are expected to be up for election. Ambanc intends to solicit proxies in favor of its three nominees and against certain Cohoes nominees. Cohoes has not publicly announced the date of its 2000 annual meeting of shareholders. John Lisicki, Ambanc's President and CEO stated: "In rejecting the Hudson River merger, we believe the shareholders of Cohoes have spoken clearly and loudly against the path the current Board of Cohoes has chosen to follow and we are gratified that the Cohoes shareholders agreed with us regarding the Hudson River merger. We have stated time and time again our sincere desire to acquire Cohoes, and time and time again our proposals have been dismissed by the current board and management without serious consideration. We believe that now is the time to provide to the Cohoes shareholders the opportunity to elect directors to their board who understand that the interests of the shareholders - the true owners of the company - must be the primary consideration in the operation of a publicly owned company." Ambanc Holding Co., Inc. is a unitary savings and loan holding company. The Company's primary subsidiary, Mohawk Community Bank, serves customers in seventeen upstate New York offices, located in Montgomery, Fulton, Schenectady, Saratoga, Albany, Otsego, Chenango and Schoharie counties. The Bank's deposits are insured up to the maximum legal amount by the FDIC. The foregoing material may contain forward-looking statements. We caution that such statements may be subject to a number of risks and 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. Ambanc commenced a tender offer on August 9, 2000, for all of the outstanding shares of Cohoes and has filed tender offer materials with the SEC which set forth the complete details of Ambanc's tender offer. WE URGE INVESTORS TO CAREFULLY READ THE TENDER OFFER MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain a free copy of the tender offer materials at the SEC's web site at www.sec.gov. These documents 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. INFORMATION REGARDING AMBANC NOMINEE FOR ELECTION TO COHOES BOARD OF DIRECTORS Daniel A. Lanzetta III. Mr. Lanzetta lives in Loudonville, New York and is a - ---------------------- Registered Investment Advisor. He is the President and sole shareholder of Sterling Asset Management Company, Inc., Loudonville, New York. He is also a manager of Financial Institutions Fund, LLC, a private investment fund, of Albany, New York. Mr. Lanzetta owns 7,000 shares of Cohoes common stock. ### CONTACT: Ambanc Holding Co., Inc. John M. Lisicki, President & CEO (518) 842-7200 jlisicki@mohawkcommunitybank.com -----END PRIVACY-ENHANCED MESSAGE-----