SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material pursuant to Rule 14a-12
Ambanc Holding Co., Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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pursuant to Exchange Act Rule 0-11. (set forth the amount on which the
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For Immediate Release
Hudson River Bancorp, Inc. and Ambanc Holding Co., Inc.
Announce Merger
HUDSON, NEW YORK; AMSTERDAM, NEW YORK-September 4, 2001--Hudson River Bancorp,
Inc. (NASDAQ: HRBT) ("Hudson River") and Ambanc Holding Co., Inc. (NASDAQ: AHCI)
("Ambanc"), jointly announced today that they had entered into an Agreement and
Plan of Merger (the "Agreement") whereby Ambanc and its wholly-owned banking
subsidiary, Mohawk Community Bank ("Mohawk"), will be merged with and into
Hudson River's subsidiary bank, Hudson River Bank & Trust Company, with Hudson
River surviving the merger. Upon completion of the merger, Hudson River will
have approximately $2.6 billion in total assets and be the largest locally based
financial institution in the Capital District area.
The Agreement provides that Ambanc shareholders will receive $21.50 per share in
cash for each share of Ambanc stock they own. The proposed merger is subject to
certain customary conditions for transactions of this type including, among
others, Ambanc shareholder approval and regulatory approval. The merger is
valued at approximately $100 million and is expected to be consummated in the
first quarter of next year.
"This combination continues to demonstrate our commitment to enhance
shareholder value while supporting the financial needs of our local
communities," commented Carl A. Florio, Hudson River's President and Chief
Executive Officer. Mr. Florio further stated that "as with our most recent
strategic mergers, we expect this transaction to be accretive to earnings and
will support our goal to provide high quality products and services to the
communities we serve. The community bank focus that the management of Mohawk
Community Bank have demonstrated complements Hudson River's own focus as we
expand our market presence."
Mr. John M. Lisicki, President and Chief Executive Officer of Ambanc and Mohawk
stated that "The merger with Hudson River not only provides tremendous value to
our shareholders but is also a good strategic combination for both companies.
Our community, customers and employees should all be well served by this
business combination as Hudson River is, like us, committed to the principle of
community banking. We look forward to completing our merger with Hudson River
and continuing to serve our communities together."
Mr. Lawrence B. Seidman, Chairman of the Board of Directors of Ambanc, stated
that "Our mission at Ambanc was to maximize shareholder value in the company.
This transaction with Hudson River accomplishes that mission."
Ambanc will file proxy materials with the Securities and Exchange Commission
("SEC") which will set forth the complete details of the merger. WE URGE
INVESTORS TO CAREFULLY READ THE PROXY MATERIALS WHEN FILED WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a copy
of the Ambanc proxy materials free of charge at the SEC's web site at
www.sec.gov. The materials may also be obtained for free by directing a written
request to Ambanc Holding Co., Inc., 11 Division Street, Amsterdam, New York
12010, Attention: Secretary. INVESTORS SHOULD READ THE PROXY MATERIALS BEFORE
MAKING A DECISION REGARDING THE MERGER.
Ambanc and its directors and executive officers may be deemed to be
"participants" in Ambanc's solicitation of proxies in connection with the
proposed merger. Information regarding the participants, including their
holdings of Ambanc stock, is contained in Ambanc's annual meeting proxy
materials filed with the SEC on April 18, 2001.
Hudson River Bank & Trust Company, a New York chartered savings bank established
1850, is headquartered in Hudson, New York with 37 full-service branch offices
located in Columbia, Rensselaer, Albany, Saratoga, Schenectady, Greene, Warren
and Dutchess counties. Hudson River Bank & Trust Company is a diversified and
progressive financial services company offering commercial, trust and investment
management, brokerage, on-line banking services and insurance products, in
addition to its customary banking products. Its primary goal is to enhance
shareholder value while maintaining its identity as a community bank.
Ambanc Holding Co., Inc. is a unitary savings and loan holding company. The
Company's primary subsidiary, Mohawk Community Bank, serves customers in sixteen
upstate New York offices, located in Montgomery, Fulton, Schenectady, Saratoga,
Albany, Otsego, Chenango and Schoharie counties.
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 and Hudson River do not undertake, and
specifically disclaim, 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:
Hudson River Bank & Trust Company
Mr. Carl A. Florio, President and CEO
(518) 828-4600
Ambanc Holding Co., Inc.
Mr. John M. Lisicki, President and CEO
(518) 842-7200
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