-----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, CQnCnUTOm/JQOznm8GfySdVyMexcjJcvQ4aRBURwxnYnh1RyhIvAMZJxyBtc9H7C Wk8KgdI1F7Ii81p13jT6ZQ== /in/edgar/work/0000946275-00-000460/0000946275-00-000460.txt : 20001009 0000946275-00-000460.hdr.sgml : 20001009 ACCESSION NUMBER: 0000946275-00-000460 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001006 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: 736204 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. 6) 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: [X]. -1- SCHEDULE TO This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule TO, dated August 9, 2000, as amended (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: On October 6, 2000, Ambanc issued a press release announcing that the Offer would expire at 12:00 midnight, New York City Time, on October 6, 2000, without the conditions to the Offer being satisfied. Ambanc has instructed its depositary for the Offer to promptly return all Cohoes Shares theretofore tendered pursuant to the Offer and not withdrawn. A copy of the press release is filed herewith as Exhibit (a)(11) and the information set forth in the press release is incorporated by reference. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented as follows: (a)(11) Text of press release issued by Ambanc on October 6, 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: October 6, 2000 AMBANC HOLDING CO., INC. By: /s/John M. Lisicki ------------------------------------- John M. Lisicki President and Chief Executive Officer EX-99.A(11) 2 0002.txt EXHIBIT 99.A(11) Exhibit a(11) For Immediate Release Ambanc Announces Expiration of Cohoes Tender Offer Reaffirms its Commitment to an Acquisition of Cohoes AMSTERDAM, N.Y.--(BUSINESS WIRE)-October 6, 2000--Ambanc Holding Co., Inc. (NASDAQ: AHCI) ("Ambanc") announced today that it will permit its pending tender offer to acquire Cohoes Bancorp, Inc., to expire at 12:00 midnight, New York time, on Friday, October 6, 2000. Ambanc has instructed the depositary for the offer to return promptly all shares tendered to date and not previously withdrawn. John M. Lisicki, Ambanc's President and CEO stated: "We remain committed to acquiring Cohoes and we will continue our efforts in this regard by immediately communicating our desire to engage in meaningful merger discussions directly with the Board of Cohoes. We believe that a combination beneficial to both the Cohoes and the Ambanc stockholders can be achieved." Mr. Lisicki also stated that Ambanc remains committed to enhancing shareholder value in Ambanc, including repurchases of the Company's stock. 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 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-----