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. )
Filed by the registrant [ X ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
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)
Payment of filing fee (Check the appropriate box):
[X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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Ambanc Holding Co., Inc. Announces Special Stockholder Meeting to
Adopt Merger Agreement With Hudson River Bank & Trust Company
Ambanc Holding Co., Inc (NASDAQ: AHCI) ("Ambanc") announced today that
a special meeting of its stockholders will be held at the main office of the
Company's primary subsidiary, Mohawk Community Bank (the "Bank"), located at 11
Division Street, Amsterdam, New York, on December 10, 2001 at 1:00 p.m., Eastern
Time.
John M. Lisicki, the President and Chief Executive Officer of the
Company, said, in making the announcement, "Our stockholders will be asked to
adopt a merger agreement which provides for the merger of Ambanc into a
subsidiary of Hudson River Bank & Trust Company ("Hudson River"). If the merger
is completed, the stockholders will be entitled to receive a cash payment of
$21.50 for each share of Ambanc stock that they own."
Completion of the merger is subject to certain conditions, including
receipt of various regulatory approvals from the New York State Banking
Department, The Office of Thrift Supervision and the Federal Deposit Insurance
Corporation.
Ambanc will file definitive 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 DEFINITIVE PROXY MATERIALS WHEN
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
will be able to obtain a copy of the Ambanc definitive proxy materials free of
charge at the SEC's web site at www.sec.gov. The definitive 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 DEFINITIVE 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 in 1850, a subsidiary of Hudson River Bancorp, Inc. (NASDAQ: HRBT),
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 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
fifteen upstate New York offices, located in Montgomery, Fulton, Schenectady,
Saratoga, Albany, 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 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.