EXHIBIT (a)(5)
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF AMBANC, D.F. KING & CO., INC. OR ANY
AFFILIATE OF ANY OF THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
OFFER TO PURCHASE FOR CASH
All of the Outstanding Shares of Common Stock
of
COHOES BANCORP, INC.
at
$16.50 Net Per Share
by
AMBANC HOLDING CO., INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON WEDNESDAY, SEPTEMBER 6, 2000, UNLESS THE OFFER IS EXTENDED.
LETTER TO CLIENTS OF BROKERS
August 9, 2000
To Our Clients:
Enclosed for your consideration are an Offer to Purchase dated August
9, 2000 (the "Offer to Purchase") and the related Letter of Transmittal (which
together constitute the "Offer") 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 $.01 per share (the "Shares"), of Cohoes
Bancorp, Inc., a Delaware corporation (the "Cohoes"), at $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.
Holders of Shares whose certificates for such Shares ("Certificates")
are not immediately available or who cannot deliver their Certificates and all
other required documents to the Depositary on or prior to the expiration of the
Offer (the "Expiration Date"), or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Shares according to the
guaranteed delivery procedures set forth in Section 4 of the Offer to Purchase.
THIS MATERIAL IS BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF
SHARES CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT. ACCORDINGLY, WE REQUIRE INSTRUCTIONS AS TO WHETHER YOU WISH TO TENDER
ANY OR ALL OF SUCH SHARES HELD BY US FOR YOUR ACCOUNT, UPON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER.
Please note the following:
1. Ambanc is offering to purchase all of the outstanding
Shares at $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.
2. The Offer and withdrawal rights will expire at 12:00
Midnight, New York City time, on Wednesday, September 6, 2000, unless the Offer
is extended.
3. The Offer is conditioned upon, among other things, there
being validly tendered and not withdrawn prior to the expiration of the Offer
that number of Shares which, together with Shares beneficially owned by Ambanc,
represents at least a majority of the Shares outstanding on a fully diluted
basis on the date of purchase. Certain other conditions to the consummation of
the Offer are described in Section 12 of the Offer to Purchase. Ambanc expressly
reserves the right to waive any one or more of the conditions of the Offer.
4. Tendering shareholders will not be obligated to pay
brokerage fees or commissions or, except as set forth in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares pursuant
to the Offer.
5. Payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates for such Shares or timely confirmation of the book-entry transfer
of such Shares, into the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility"), pursuant to the procedures set forth in
Section 4 of the Offer to Purchase, (ii) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in the Offer to Purchase)
(as described in Section 4 of the Offer to Purchase) in connection with a
book-entry transfer, and (iii) any other documents required by the Letter of
Transmittal. Accordingly, payment may not be made to all tendering shareholders
at the same time depending upon when certificates for, or confirmations of
book-entry transfer of, such Shares into the Depositary's account at a
Book-Entry Transfer Facility are actually received by the Depositary.
If you wish to have us tender any or all of the Shares held by us for
your account, please so instruct us by completing, executing and returning to us
the instruction form contained in this letter. If you authorize a tender of your
Shares, all such Shares will be tendered unless otherwise indicated in such
instruction form. Please forward your instructions to us in ample time to permit
us to submit a tender on your behalf prior to the expiration of the Offer. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Shares held by us for your account.
Ambanc is not aware of any state where the making of the Offer is
prohibited by administrative or judicial action pursuant to state statute. If
Ambanc becomes aware of any state where the making of the Offer is so
prohibited, Ambanc will make a good faith effort to comply with any such statute
or seek to have such statute declared inapplicable to the Offer. If, after such
good faith effort, Ambanc cannot comply with any applicable statute, the Offer
will not be made to (nor will tenders be accepted from or on behalf of) the
holders of Shares in such states. In those jurisdictions where the laws require
the Offer to be made by a licensed broker or dealer, the Offer is being made on
behalf of Ambanc by or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OF THE OUTSTANDING SHARES OF COMMON STOCK
OF
COHOES BANCORP, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated August 9, 2000 (the "Offer to Purchase") and the related
Letter of Transmittal (which together constitute the "Offer") relating to the
offer by Ambanc Holding Co., Inc., a Delaware corporation ("Ambanc"), to
purchase all of the outstanding shares of common stock, par value $.01 per share
(the "Shares"), of Cohoes Bancorp, Inc., a Delaware corporation, at $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 and in the related
Letter of Transmittal.
This will instruct you to tender to Ambanc the number of Shares
indicated below (or if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer.
Dated: __________________________________ ___________________________________
Print Address
_________________________________________ ___________________________________
Area Code and Telephone Number
_________________________________________ ___________________________________
Signatures Tax Identification or
Social Security Number
_________________________________________
Print Name(s)
_________________________________________
_________________________________________
_________________________________________
Number of Shares to be Tendered*
__________________ Shares
______________________
* Unless otherwise indicated, it will be assumed that all Shares held by
us for your account are to be tendered.