-----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, Ge+rTkfPZycn3K8Qs9sTXWNO7uYlaBsXEWLPTuIvcGX8W/RqTMDzwjPGaus4NDwQ IZW4V4yL4gmAO6QFgX8K9w== /in/edgar/work/20000807/0001065407-00-000216/0001065407-00-000216.txt : 20000921 0001065407-00-000216.hdr.sgml : 20000921 ACCESSION NUMBER: 0001065407-00-000216 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000807 GROUP MEMBERS: COHOES BANCORP INC GROUP MEMBERS: HUDSON RIVER BANCORP INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON RIVER BANCORP INC CENTRAL INDEX KEY: 0001057007 STANDARD INDUSTRIAL CLASSIFICATION: [6036 ] IRS NUMBER: 141803212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-24187 FILM NUMBER: 687656 BUSINESS ADDRESS: STREET 1: ONE HUDSON CITY CENTRE CITY: HUDSON STATE: NY ZIP: 12534 BUSINESS PHONE: 5188284600 MAIL ADDRESS: STREET 1: ONE HUDSON CITY CENTRE CITY: HUDSON STATE: NY ZIP: 12534 FILED BY: 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: 425 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 425 1 0001.txt RULE 425 FILING SUPPLEMENT DATED AUGUST 7, 2000 TO INVESTOR PRESENTATION/ SYNOPSIS OF THE COHOES-HUDSON RIVER MERGER Ambanc Holding Co., Inc. ("Ambanc") has announced its intent to commence a cash tender offer for all the outstanding shares of common stock of Cohoes Bancorp, Inc. ("Cohoes") at $16.50 per share. The total purchase price would be approximately $125.5 million, excluding stock options (i.e., 7,912,705 outstanding shares minus 304,650 shares already owned by Ambanc). Ambanc has indicated it intends to use its available-for-sale securities to fund the purchase price. We believe that Ambanc's attempt to fund the full purchase price in this manner raises significant regulatory issues for the following reasons: * At March 31, 2000, Ambanc had an unrealized loss, net of taxes, in excess of $6.0 million on its available-for-sale portfolio (which amounted to approximately $208.2 million at such date). Recognition of this loss would exceed Ambanc's combined net income for all of 1999 and the first quarter of 2000. * Nearly all of these securities are held by Mohawk Community Bank ("Mohawk"), Ambanc's insured subsidiary. At December 31, 1999, only $6.0 million in securities, cash and liquid assets were held by Ambanc itself (according to its audited financial statements for the year ended December 31, 1999; information subsequent to December 31, 1999 is not publicly available). * A $60.0 million or greater dividend by Mohawk to Ambanc (the amount necessary to fund the acquisition of approximately 50% of Cohoes' outstanding common stock) would reduce Mohawk's capital on a dollar for dollar basis. Mohawk only had $60.9 million of equity capital at March 31, 2000 (according to the Thrift Financial Report filed by Mohawk). Clearly, a capital distribution of such magnitude would reduce Mohawk's capital well below the minimum capital levels mandated by law. Accordingly, a substantial portion of any such dividend could not be made since it would result in Mohawk failing its capital requirements. Furthermore, we believe that the Office of Thrift Supervision could have significant supervisory concerns even if the amount attempted to be distributed only reduced Mohawk's capital to the minimum levels required and thus would further limit the amount that could be distributed to Ambanc. * Ambanc is unable to use the cash or other assets of Cohoes to complete its tender offer, since the two companies would not be merged upon completion of the tender offer. Even if Ambanc is successful in obtaining the tendering of a majority of Cohoes' issued and outstanding shares (as well as the satisfaction of seven other conditions), Ambanc will be unable to effect a merger with Cohoes since the Cohoes' Board of Directors would first have to approve such offer. -----END PRIVACY-ENHANCED MESSAGE-----