-----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, Mo8sM4CG5HL4sIiG5GFHKBaMQA5qkVgTUDqIqvnXjubhQE78e2xVeQAU90UkWXVo 7pB4UJSXvYZXr8gU1JpZhg== /in/edgar/work/20000830/0000946275-00-000428/0000946275-00-000428.txt : 20000922 0000946275-00-000428.hdr.sgml : 20000922 ACCESSION NUMBER: 0000946275-00-000428 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000830 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: 713779 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 FORM SC 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. 4) 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. 4 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 of the Schedule TO is hereby amended and supplemented as follows: Tax Impact on Premium Being Offered to Cohoes Stockholders Ambanc is unable to specifically quantify the tax consequences of Ambanc's Offer to individual shareholders of Cohoes as it is impossible to know each shareholder's tax situation (e.g. aggregate tax basis, long term vs. short term capital gain, holding periods, tax rates, etc.). Therefore, Ambanc is unable to calculate the resulting effect on the premium being offered beyond saying that it will be fully taxable for each shareholder. For information on the specific tax consequences of Ambanc's Offer, shareholders should consult their individual tax advisors. -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 30, 2000 AMBANC HOLDING CO., INC. By: /s/John M. Lisicki -------------------------------------------- John M. Lisicki President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----