VOTE FOR OUR MERGER ON THE WHITE PROXY
[Logo of Cohoes Bancorp, Inc.] [Logo of Hudson River Bancorp, Inc.]
July 28, 2000
Dear Shareholders:
WE ARE BUILDING A BETTER COMPANY AND A MORE VALUABLE INVESTMENT FOR OUR
SHAREHOLDERS.
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| |
| OUR COMBINED COMPANIES WILL FEATURE: |
| |
| o $1.8 billion in assets and growing |
| |
| o $289 million in capital |
| |
| o 16% increase in earnings per share for Cohoes |
| shareholders |
| |
| o 13% increase in earnings per share for Hudson |
| River shareholders |
| |
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Cohoes' and Hudson River's stock prices continue to increase. Cohoes is up over
37% and Hudson River is up over 17% since December 31, 1999.
With our merger, we are creating tremendous value for our shareholders.
We will continue stock repurchases.
We will increase earnings per share.
We will continue increasing cash dividends.
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THE TRUSTCO PROPOSAL WILL NEVER BE COMPLETED BECAUSE...
<PAGE>
o It is subject to 11 conditions, some of which cannot be satisfied.
o It offers an overvalued stock. TrustCo trades at 4 times book value. Their
stock price has dropped 18% since December 31, 1998 and 8% since December
31, 1999. We believe there is no upside potential in their stock.
o The offer is at a ridiculously cheap price. TrustCo is trying to steal our
companies.
o TrustCo has failed to complete an acquisition in 9 years; during a period
of significant merger activity. They are desperate to break up our
powerhouse merger.
o They benefit at your expense. Cohoes shareholders would lose over $9 per
share and Hudson River shareholders would lose over $6 per share in
tangible book value if combined with TrustCo.
All signs point to the fact that TrustCo does not really want to buy our
companies; they simply want to destroy our merger and any competition.
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We, the directors of Cohoes and Hudson River, unanimously urge you to COMPLETE,
SIGN, DATE AND RETURN the white proxy (enclosed) voting FOR the Cohoes/Hudson
River merger.
Please discard any gold or green proxies you receive. Even if you have already
returned your proxy, we urge you to return the enclosed one. We have been
advised to collect as many individual proxies as we can from you because only
the latest dated proxy counts and some proxies get lost in the mail.
We greatly appreciate your continued loyalty and assure you that we will always
do our best to maximize your investment.
/s/ Harry L. Robinson /s/ Carl A. Florio
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Harry L. Robinson Carl A. Florio
President and Chief Executive Officer President and Chief Executive Officer
Cohoes Bancorp, Inc. Hudson River Bancorp, Inc.
Our Directors
<TABLE>
<S> <C> <C> <C>
Arthur E. Bowen Peter G. Casabonne Stanley Bardwell, M.D. William E. Collins
Michael L. Crotty Chester C. DeLaMater Joseph H. Giaquinto Marilyn A. Herrington
Frederick G. Field, Jr. Duncan S. MacAffer William H. Jones Joseph W. Phelan
J. Timothy O'Hearn R. Douglas Paton Marcia M. Race Earl Schram, Jr.
Walter H. Speidel Donald A. Wilson
</TABLE>
<PAGE>
VERY IMPORTANT
IF you have any questions about HOW to vote "FOR" the Cohoes Hudson River
Merger, please call our proxy solicitor, Regan & Associates, Inc. at (800)
737-3426.
As a general rule, our "WHITE" proxy should be returned ONLY in the prepaid
envelope that was supplied to you. IF your shares are held by a Broker or Bank,
it is necessary that your proxy instructions be returned to them FIRST, IN
WRITING, so that they can issue a vote on your behalf.
PLEASE NOTE: ALL votes that WERE cast by you EITHER by TELEPHONE or INTERNET
can NOT be counted. Proxy rules REQUIRE a WRITTEN INSTRUCTION so
you MUST return the "WHITE" proxy FORM itself in order for your
vote to be counted!
This letter may contain forward- Hudson River has filed a
looking statements within the meaning Registration Statement on Form S-4
of the Private Securities Litigation concerning the merger with the United
Reform Act of 1995 that involve risk States Securities and Exchange
and uncertainty. It should be noted Commission which includes the joint
that a variety of factors could cause merger proxy statement/prospectus
the combined company's actual results being provided to shareholders. In
and experience to differ materially addition, Hudson River and Cohoes
from the anticipated results or each intend to file a Solicitation/
expectations expressed in the Recommendation statement with the
combined company's forward-looking United States Securities and Exchange
statements. Commission in response to the Tender
Offer Statement to be filed by
The risks and uncertainties that TrustCo Bank Corp NY. WE URGE
may affect the operations, INVESTORS TO READ THESE DOCUMENTS
performance, development, growth BECAUSE THEY CONTAIN IMPORTANT
projections and results of the INFORMATION. Investors are currently
combined company's business include, able to obtain the Form S-4
but are not limited to, the growth of Registration Statement and will be
the economy, interest rate movements, able to obtain the Solicitation/
timely development by the combined Recommendation Statement of each
company of technology enhancements company when filed, free of charge at
for its products and operating the SEC's website, www.sec.gov. In
systems, the impact of competitive addition, documents filed with the
products, services and pricing, SEC by Cohoes are available free of
customer based requirements, charge from the Secretary of Cohoes
Congressional legislation, at 75 Remsen Street, Cohoes, New
acquisition cost savings and revenue York 12047, telephone (518)
enhancements and similar matters. 233-6500. Documents filed with the
Readers are cautioned not to place SEC by Hudson River are available
undue reliance on forward-looking free of charge from the Secretary of
statements which are subject to Hudson River at One Hudson City
influence by the named risk factors Centre, Hudson, New York 12534,
and unanticipated future events. telephone (518) 828-4600.
Actual results, accordingly, may
differ materially from management Cohoes and Hudson River and their
expectations. respective directors and executive
officers may be deemed to be
Cohoes and Hudson River do not participants in the solicitation of
undertake, and specifically disclaim, proxies to approve the Merger.
any obligation to publicly release INFORMATION ABOUT THE PARTICIPANTS
the results of any revisions which MAY BE OBTAINED THROUGH THE SEC'S
may be made to any forward-looking WEBSITE FROM THE S-4 REGISTRATION
statements to reflect the occurrence STATEMENT FILED WITH THE UNITED
of anticipated or unanticipated STATES SECURITIES AND EXCHANGE
events or circumstances after the COMMISSION ON JUNE 26, 2000, as
date of such statements. amended.
