SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Cohoes Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
192513 1 0 9
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(CUSIP Number)
Timothy E. Blow
Chief Financial Officer
Hudson River Bancorp, Inc.
One Hudson City Centre, Hudson, New York, 12534
(518) 828-4600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 25, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following
box [ ].
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act.
Page 1 of 14 Pages
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CUSIP No. 192513 1 0 9 Page 2 of 14 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hudson River Bancorp, Inc.
IRS Employer Identification No. 14-1803212
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
Not Applicable (b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
Not applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY 1,574,538(1)
EACH REPORTING PERSON WITH
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,574,538(1)
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10. SHARED DISPOSITIVE POWER
0
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(1) The Reporting Person disclaims
beneficial ownership of these
shares pursuant to Rule 13d-4 under
the Exchange Act. See Item 5 of
this Schedule 13D.
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CUSIP No. 192513 1 0 9 Page 3 of 14 Pages
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,574,538(2)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
Not Applicable
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9%
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14. TYPE OF REPORTING PERSON
CO, HC
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.01 per share
(the "Common Stock"), of Cohoes Bancorp, Inc. ("Cohoes"), a corporation
organized and existing under the laws of the State of Delaware and registered as
a savings and loan holding company under the Home Owners Loan Act, as amended
(the "HOLA"). The principal executive offices of Cohoes are located at 75 Remsen
Street, Cohoes, New York 12047.
Item 2. Identity and Background.
(a)-(c) and (f) This Schedule 13D is filed by Hudson River Bancorp,
Inc. ("Hudson River"), a corporation organized and existing under the laws of
the State of Delaware and registered as a savings and loan holding company under
the HOLA. Through its subsidiaries, Hudson River provides a wide range of
financial services to individuals and businesses located primarily in New York.
Hudson River's principal offices are located at One Hudson City Centre, Hudson,
New York 12534.
Each executive officer and each director of Hudson River is a citizen
of the United States. The name, business address and present principal
occupation of each director and executive officer of Hudson River is set forth
in Exhibit 1 to this Schedule 13D and is specifically incorporated herein by
reference.
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(2) The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 under the Exchange Act. See Item 5 of this
Schedule 13D.
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CUSIP No. 192513 1 0 9 Page 4 of 14 Pages
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(d)-(e) During the last five years, neither Hudson River nor, to the
best of Hudson River's knowledge, any of its executive officers or directors has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Hudson River
or such person was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a Stock Option Agreement, dated as of April 25, 2000,
between Cohoes, as issuer, and Hudson River, as grantee (the "Cohoes Option
Agreement"), Cohoes has granted Hudson River an irrevocable option to purchase
the shares of Cohoes Common Stock covered by this Schedule 13D under certain
circumstances (the "Cohoes Option"). Specifically, the Cohoes Option grants
Hudson River the right to purchase up to 1,574,538 shares of Cohoes Common Stock
(the "Cohoes Option Shares") (which represent 19.9% of the number of shares
outstanding on April 25, 2000, without giving effect to the issuance of any
shares pursuant to an exercise of the Cohoes Option), subject to certain
adjustments, at a price, subject to certain adjustments, of $9.8125 per share.
The Cohoes Option was granted by Cohoes as a condition of and in consideration
for Hudson River entering into an Agreement and Plan of Merger, dated as of
April 25, 2000, between Hudson River and Cohoes (the "Merger Agreement").
The exercise of the Cohoes Option for the full number of Cohoes Option
Shares currently covered thereby would require aggregate funds of approximately
$15.5 million. It is anticipated that, should the Cohoes Option become
exercisable and should Hudson River elect to exercise the Cohoes Option, Hudson
River would obtain the funds for purchase from working capital.
A copy of the Cohoes Option Agreement is included as Exhibit 2.2 to the
Current Report on Form 8-K filed by Hudson River with the Securities and
Exchange Commission (the "SEC") on May 8, 2000 and is incorporated herein by
reference in its entirety.
Item 4. Purpose of Transaction.
On April 25, 2000, Cohoes and Hudson River entered into the Merger
Agreement, pursuant to which Cohoes will, subject to the conditions and upon the
terms stated therein, merge with and into Hudson River (the "Merger"). Hudson
River and Cohoes also entered into a Stock Option Agreement (the "Hudson River
Option Agreement," and together with the Cohoes Option Agreement, (the "Option
Agreements"), pursuant to which Hudson River granted to Cohoes an irrevocable
option to purchase shares of Hudson River common stock, $.01 par value per share
(the "Hudson River Common Stock"), under certain circumstances (the "Hudson
River Option," and together with the Cohoes Option, the "Options").
Specifically, the Hudson River Option grants Cohoes the right
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CUSIP No. 192513 1 0 9 Page 5 of 14 Pages
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to purchase up to 3,093,765 shares of Hudson River Common Stock (the "Hudson
River Option Shares") (which represent 19.9% of the number of shares of Hudson
River Common Stock outstanding on April 25, 2000, without giving effect to the
issuance of any shares pursuant to an exercise of the Hudson River Option),
subject to certain adjustments, at a price, subject to certain adjustments, of
$9.3125 per share. The Hudson River Option was granted by Hudson River as a
condition of and in consideration for Cohoes entering into the Merger Agreement.
The Merger Agreement provides, among other things, that as a result of
the Merger each share of Cohoes Common Stock outstanding immediately prior to
the effective time of the Merger (the "Effective Time") (other than certain
shares) will be converted into the right to receive 1.185 shares of Hudson River
Common Stock (the "Exchange Ratio").
The Merger is subject to customary closing conditions, including, among
other things, approval of the Merger by the respective shareholders of Cohoes
and Hudson River and the receipt of all required regulatory approvals of the
Merger and contemplated subsidiary savings bank mergers. In addition, the Merger
is conditioned upon the effectiveness of a registration statement to be filed by
Hudson River with the SEC with respect to the shares of Hudson River Common
Stock to be issued in the Merger and the approval for listing of such shares on
the Nasdaq Stock Market's National Market, as well as other customary
conditions. None of the foregoing approvals has yet been obtained, and there is
no assurance as to if or when such approvals will be obtained.
Concurrently with entering into the Merger Agreement, Cohoes and Hudson
River entered into the Cohoes Option Agreement, pursuant to which Cohoes granted
to Hudson River the Cohoes Option.
Under the Cohoes Option Agreement, the Cohoes Option will become
exercisable (so long as Hudson River is not in willful breach of any of its
covenants or agreements contained in the Merger Agreement under circumstances
that would entitle Cohoes to terminate the Merger Agreement) upon the occurrence
of both an Initial Triggering Event (as defined in the Cohoes Option Agreement)
and a Subsequent Triggering Event (as defined in the Cohoes Option Agreement)
prior to the occurrence of an Exercise Termination Event (as defined in the
Cohoes Option Agreement).
An "Initial Triggering Event" means any of the following events: (1)
Cohoes or any of its significant subsidiaries, without Hudson River's prior
written consent, shall have entered into an agreement to engage in an
Acquisition Transaction (as defined) with any person other than Hudson River or
any of its subsidiaries or the Board of Directors of Cohoes shall have
recommended that the stockholders of Cohoes approve or accept any Acquisition
Transaction with any person other than Hudson River or any of its subsidiaries
(for purposes of the Cohoes Option Agreement "Acquisition Transaction" means (x)
a merger or consolidation, or any similar transaction, involving Cohoes or any
of its significant subsidiaries (other than mergers, consolidations or similar
transactions (i) involving solely Cohoes and/or one or more wholly-owned
subsidiaries of
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Cohoes, provided, any such transaction is not entered into in violation
of the terms of the Merger Agreement) or (ii) in which stockholders of Cohoes
Common Stock immediately prior to completion of such transaction own at least
50% of the Cohoes Common Stock (or the resulting or surviving entity in such
transaction), provided, any such transaction is not entered into in violation of
the terms of the Merger Agreement), (y) a purchase, lease or other acquisition
or assumption of all or any substantial part of the assets or deposits of Cohoes
or any of its significant subsidiaries, or (z) a purchase or other acquisition
(including by way of merger, consolidation, share exchange or otherwise) of
securities representing 10% or more of the voting power of Cohoes or any of its
significant subsidiaries; (2) any person, other than Hudson River or any
subsidiary of Hudson River, shall have acquired beneficial ownership or the
right to acquire beneficial ownership of 10% or more of the outstanding shares
of Cohoes Common Stock; (3) a public announcement that any person (other than
Hudson River or any subsidiary of Hudson River) shall have made, or publicly
disclosed an intention to make, a bona fide proposal to engage in an Acquisition
Transaction; (4) (i) Cohoes's Board of Directors, without Hudson River's prior
written consent, shall have withdrawn or modified or announced its intention to
withdraw or modify in a manner adverse to Hudson River the recommendation of
Cohoes's Board of Directors with respect to the Merger Agreement, (ii) Cohoes or
any of its subsidiaries, without Hudson River's prior written consent, shall
have authorized, recommended, proposed (or publicly announced its intention to
authorize, recommend or propose) an agreement to engage in an Acquisition
Transaction with any person other than Hudson River or a subsidiary of Hudson
River or (iii) Cohoes shall have provided information to or engaged in
negotiations with a third party relating to a possible Acquisition Transaction;
(5) any person (other than Hudson River or any subsidiary of Hudson River) shall
have commenced, or shall have filed a registration statement under the
Securities Act of 1933 ("Securities Act") with respect to, a tender offer or
exchange offer to purchase any shares of Cohoes Common Stock such that, upon
consummation of such offer, such person would own or control 10% or more of the
then outstanding shares of Cohoes Common Stock or filed a preliminary proxy
statement with the SEC with respect to a potential vote by its stockholders to
approve the issuance of shares to be issued in an exchange offer; (6) Cohoes
shall have willfully breached any covenant or obligation contained in the Merger
Agreement after an overture is made by a third party to Cohoes or its
stockholders to engage in an Acquisition Transaction and such breach would
entitle Hudson River to terminate the Merger Agreement and such breach is not
cured within the time frame set forth in the Cohoes Option Agreement or (7) any
person, other than Hudson River or any of its subsidiaries and other than in
connection with a transaction to which Hudson River has given its prior written
consent, shall have filed an application or notice with any federal or state
thrift or bank regulatory or anti-trust authority, which application or notice
has been accepted for processing, for approval to engage in an Acquisition
Transaction. A "Subsequent Triggering Event" means any of the following events:
(1) the occurrence of the Initial Triggering Event described in clause (1) of
the preceding sentence, except that the percentage referred to in clause (c) of
such clause shall be 25%; or (2) any person (other than Hudson River or any
subsidiary of Hudson River) shall have acquired beneficial ownership of 25% or
more of the then outstanding shares of Cohoes Common Stock.
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CUSIP No. 192513 1 0 9 Page 7 of 14 Pages
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Under the Cohoes Option Agreement, at any time after the first
occurrence of a Repurchase Event (as defined in the Cohoes Option Agreement) and
prior to an Exercise Termination Event, Hudson River may request Cohoes to
repurchase the Cohoes Option and any Cohoes Option Shares purchased
pursuant thereto at an aggregate price specified in the Cohoes Option Agreement,
provided that the obligation of Cohoes to repurchase the Cohoes Option and any
Cohoes Option Shares under the Cohoes Option Agreement shall not terminate upon
the occurrence of an Exercise Termination Event unless no Subsequent Triggering
Event shall have occurred prior to the occurrence of an Exercise Termination
Event.
Each of the following is an "Exercise Termination Event" for purposes
of the Cohoes Option Agreement: (i) the Effective Time of the Merger, (ii)
termination of the Merger Agreement in accordance with its terms prior to the
occurrence of an Initial Triggering Event, except for a termination by Hudson
River due to a breach by Cohoes of any covenant or undertaking in the Merger
Agreement which would permit Hudson River to terminate the Merger Agreement
pursuant to Section 8.1(b) thereof (a "Listed Termination") and (iii) 12 months
(or such longer period as specified under the Cohoes Option Agreement upon the
occurrence of certain events) following termination of the Merger Agreement
following the occurrence of an Initial Triggering Event or pursuant to a Listed
Termination, provided that if an Initial Triggering Event continues or occurs
beyond such termination and prior to the passage of such 12-month period, then
the period shall be 12 months from the expiration of the last Initial Triggering
Event to expire but in no event more than 18 months after such termination.
The Cohoes Option Agreement provides that in the event Cohoes enters
into certain transactions with third parties, Hudson River will have the right
to substitute for the Cohoes Option a substitute option (the "Substitute
Option") with (i) the continuing or surviving corporation, in the case of a
merger or consolidation with Cohoes, (ii) the transferee, in the case of a
transfer of all or substantially all of Cohoes's assets or (iii) with Cohoes. In
such case, the Substitute Option will have the same or, if not so permitted by
law, as similar as possible terms as the Cohoes Option, with the number of
shares covered by the Substitute Option and the exercise price therefor
determined as specified in the Cohoes Option Agreement.
Hudson River may, at any time following a Repurchase Event and prior to
the occurrence of an Exercise Termination Event, relinquish the Cohoes Option
(together with any Cohoes Option Shares issued to and then owned by Hudson River
to Cohoes in exchange for a cash fee equal to $4.4 million (i) plus, if
applicable, Hudson River's purchase price with respect to any Cohoes Option
Shares and (ii) minus, if applicable, the excess of (A) the net cash amounts, if
any received by Hudson River's or any subsidiary of Hudson River pursuant to the
arms' length sale of Cohoes Option Shares to any unaffiliated party, over (B)
Hudson River's purchase price of any Cohoes Option Shares.
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CUSIP No. 192513 1 0 9 Page 8 of 14 Pages
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Except as set forth herein or in the Exhibits hereto, Hudson River does
not have any current plans or proposals that relate to or would result in:
(A) The acquisition by any person of additional shares of Cohoes
Common Stock or the disposition of shares of Cohoes Common
Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Cohoes or any of its
subsidiaries;
(C) A sale or transfer of a material amount of assets of Cohoes or
any of its subsidiaries;
(D) Any change in the present Board of Directors or management of
Cohoes, including any plans or proposals to change the number
or terms of directors or to fill any existing vacancies on the
board;
(E) Any material change in the present capitalization or dividend
policy of Cohoes;
(F) Any other material change in Cohoes's business or corporate
structure;
(G) Any changes in Cohoes's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Cohoes by any person;
(H) Causing a class of securities of Cohoes to be delisted from a
national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(I) A class of equity securities of Cohoes becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Exchange Act; or
(J) Any action similar to any of those enumerated above.
The foregoing descriptions of the Merger Agreement and the Cohoes
Option Agreement are qualified in their entirety by reference to such documents,
copies of which are included as Exhibits 2.1 and 2.3, respectively, to the
Current Report on Form 8-K filed by Hudson River on May 5, 2000 and are
incorporated herein by reference in their entirety.
Item 5. Interest in Securities of Issuer.
(a)-(b) By reason of its execution of the Cohoes Option Agreement,
pursuant to Rule 13d-3(d)(1)(i)(D) promulgated under the Exchange Act, Hudson
River may be deemed to have sole
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CUSIP No. 192513 1 0 9 Page 9 of 14 Pages
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voting and sole dispositive power with respect to the Cohoes Common Stock
subject to the Cohoes Option and, accordingly, may be deemed to beneficially own
1,574,538 shares of Cohoes Common Stock, or 19.9% of the Cohoes Common Stock
issued and outstanding as of April 25, 2000, without giving effect to the
issuance of any shares pursuant to an exercise of the Cohoes Option. However,
because the Cohoes Option is exercisable only in the circumstances set forth in
Item 4 of this Schedule 13D, none of which has occurred as of the date hereof,
Hudson River expressly disclaims any beneficial ownership of the 1,574,538
shares of Cohoes Common Stock which are obtainable by Hudson River upon exercise
of the Cohoes Option.
Except as set forth above, neither Hudson River nor, to the best of
Hudson River's knowledge, any of the individuals named in Schedule 1 hereto, is
a beneficial owner of any Cohoes Common Stock.
(c) Except as set forth above, no transactions in Cohoes Common Stock
were effected during the past 60 days by Hudson River or, to the best of Hudson
River's knowledge, by any of the individuals named in Schedule 1 hereto.
(d) So long as Hudson River has not purchased the Shares of Cohoes
Common Stock subject to the Cohoes Option, Hudson River does not have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Cohoes Common Stock.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Concurrently with the entering into of the Cohoes Option Agreement,
Hudson River and Cohoes entered into the Hudson River Option Agreement. See Item
4 above. With the exception of the number of shares subject to the option and
the price at which the option may be exercised, the terms of the Hudson River
Option Agreement are substantially identical in all respects to those of the
Cohoes Option Agreement.
The foregoing description of the Hudson River Option Agreement is
qualified in its entirety by reference to the copy of the Hudson River Option
Agreement, which is filed as Exhibit 2.2 to the Current Report on Form 8-K filed
by Cohoes on May 5, 2000 and incorporated herein by reference.
As described above, the Merger Agreement contains certain customary
restrictions on the conduct of the business of both Cohoes and Hudson River,
including certain customary restrictions relating to the Cohoes Common Stock and
the Hudson River Common Stock. Except as provided in the Merger Agreement and
the Option Agreements, neither Hudson River nor, to the best of Hudson River's
knowledge, any of the individuals named in Schedule 1 hereto, has any contracts,
arrangements, understandings, or relationships (legal or otherwise), with any
person with respect to any securities
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CUSIP No. 192513 1 0 9 Page 10 of 14 Pages
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of Cohoes, including, but not limited to, transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or losses or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
The following exhibits are filed as part of this Schedule 13D:
Exhibit 1 Name, business address and present principal occupation of each
director and executive officer of Hudson River Bancorp, Inc.
Exhibit 2 Agreement and Plan of Merger, dated as of April 25, 2000, between
Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc. (incorporated by
reference to Exhibit 2.1 to Hudson River Bancorp, Inc.'s Current
Report on Form 8-K filed on May 5, 2000).
Exhibit 3 Stock Option Agreement, dated as of April 25, 2000, between Cohoes
Bancorp, Inc. as grantee, and Hudson River Bancorp, Inc., as issuer
(incorporated by reference to Exhibit 2.2 to Hudson River Bancorp,
Inc.'s Current Report on Form 8-K filed on May 5, 2000).
Exhibit 4 Stock Option Agreement, dated as of April 25, 2000, between Hudson
River Bancorp, Inc., as grantee, and Cohoes Bancorp, Inc., as issuer
(incorporated by reference to Exhibit 2.3 to Hudson River Bancorp,
Inc.'s Current Report on Form 8-K filed on May 5, 2000).
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CUSIP No. 192513 1 0 9 Page 11 of 14 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
HUDSON RIVER BANCORP, INC.
By: /s/ Timothy E. Blow
--------------------------------
Timothy E. Blow
Chief Financial Officer
May 5, 2000
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CUSIP No. 192513 1 0 9 Page 12 of 14 Pages
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EXHIBIT INDEX
Exhibit 1 Name, business address and present principal occupation of each
director and executive officer of Hudson River Bancorp, Inc.
Exhibit 2 Agreement and Plan of Merger, dated as of April 25, 2000, between
Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc. (incorporated by
reference to Exhibit 2.1 to Hudson River Bancorp, Inc.'s Current
Report on Form 8-K filed on May 5, 2000).
Exhibit 3 Stock Option Agreement, dated as of April 25, 2000, between Cohoes
Bancorp, Inc. as grantee, and Hudson River Bancorp, Inc., as issuer
(incorporated by reference to Exhibit 2.2 to Hudson River Bancorp,
Inc.'s Current Report on Form 8-K filed on May 5, 2000).
Exhibit 4 Stock Option Agreement, dated as of April 25, 2000, between Hudson
River Bancorp, Inc., as grantee, and Cohoes Bancorp, Inc., as issuer
(incorporated by reference to Exhibit 2.3 to Hudson River Bancorp,
Inc.'s Current Report on Form 8-K filed on May 5, 2000).
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CUSIP No. 192513 1 0 9 Page 13 of 14 Pages
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Exhibit 1
Name, business address and present principal occupation
of the directors and executive officers
of Hudson River Bancorp, Inc.
Directors
The business address of each director of Hudson River Bancorp, Inc. is
c/o Hudson River Bancorp, Inc., One Hudson City Centre, Hudson, New York 12534.
Earl Schram, Jr.
Chairman of the Board
Attorney and President
Connor, Curran & Schram, P.C.
Carl A. Florio
President and Chief Executive Officer
Stanley Bardwell, M.D.
Retired physician
William E. Collins
Retired President and Chief Executive Officer
The Hudson City Savings Institution
John E. Kelly
Chairman of the Board
Berkshire Telephone Corp.
Joseph W. Phelan
President
Taconic Farms, Inc.
William H. Jones
President and Publisher
RoeJan Independent Publishing Co., Inc.
Marilyn A. Herrington
Vice President and Secretary
Marcia M. Race
Retired Assistant to the President
The Hudson River Bank & Trust Company
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CUSIP No. 192513 1 0 9 Page 14 of 14 Pages
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Executive Officers who are not Directors
The business address of each executive officer of Hudson River Bancorp,
Inc. is c/o Hudson River Bancorp, Inc., One Hudson City Centre, Hudson, New York
12534.
Timothy E. Blow
Chief Financial Officer
Sidney D. Richter
Senior Vice President
Pamela M. Wood
Senior Vice President
