SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hudson River 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)
444128102
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(CUSIP Number)
Harry L. Robinson
President and Chief Executive Officer
Cohoes Bancorp, Inc.
75 Remsen Street
Cohoes, New York 12047
(518) 233-6500
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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
CUSIP No. 444128102 Page 2 of 14 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cohoes Bancorp, Inc.
IRS Employer Identification No. 14-1807865
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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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7. SOLE VOTING POWER
3,093,765(1)
NUMBER OF ---------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 3,093,765(1)
PERSON ---------------------------------------------------------------
WITH 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.
CUSIP No. 444128102 Page 3 of 14 Pages
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,093,765(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 "Hudson River"), of 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 Home Owners Loan
Act, as amended (the "HOLA"). The principal executive offices of Hudson River
are located at One Hudson City Centre, Hudson, New York 12534.
Item 2. Identity and Background.
(a)-(c) and (f) This Schedule 13D is filed by 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
HOLA. Through its subsidiaries, Cohoes provides a wide range of financial
services to individuals and businesses located primarily in New York. Cohoes'
principal offices are located at 75 Remsen Street, Cohoes, New York 12047.
Each executive officer and each director of Cohoes is a citizen of the
United States. The name, business address and present principal occupation of
each director and executive officer of Cohoes is set forth in Exhibit 1 to
this Schedule 13D and is specifically incorporated herein by reference.
_______________
(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.
CUSIP No. 444128102 Page 4 of 14 Pages
(d)-(e) During the last five years, neither Cohoes nor, to the best of
Cohoes' 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 Cohoes 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 Hudson River, as issuer, and Cohoes, as grantee (the "Hudson River
Option Agreement"), Hudson River has granted Cohoes an irrevocable option to
purchase the shares of Hudson River Common Stock covered by this Schedule 13D
under certain circumstances (the "Hudson River Option"). Specifically, the
Hudson River Option grants Cohoes the right 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 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 an Agreement and Plan of Merger, dated as of April 25, 2000,
between Cohoes and Hudson River (the "Merger Agreement").
The exercise of the Hudson River Option for the full number of Hudson
River Option Shares currently covered thereby would require aggregate funds of
approximately $28.8 million. It is anticipated that, should the Hudson River
Option become exercisable and should Cohoes elect to exercise the Hudson River
Option, Cohoes would obtain the funds for purchase from working capital.
A copy of the Hudson River Option Agreement is included as Exhibit 2.2
to the Current Report on Form 8-K filed by Cohoes with the Securities and
Exchange Commission (the "SEC") on May 5, 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
"Cohoes Option Agreement," and together with the Hudson River Option
Agreement, (the "Option Agreements"), pursuant to which Cohoes granted to
Hudson River an irrevocable option to purchase shares of Cohoes common stock,
$.01 par value per share (the "Cohoes Common Stock"), under certain
circumstances (the "Cohoes Option," and together with the Hudson River Option,
the "Options"). Specifically, the Cohoes Option grants Hudson River the right
CUSIP No. 444128102 Page 5 of 14 Pages
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 of Cohoes Common Stock
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 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 Hudson River Option Agreement, pursuant to which Hudson
River granted to Cohoes the Hudson River Option.
Under the Hudson River Option Agreement, the Hudson River Option will
become exercisable (so long as Cohoes is not in willful breach of any of its
covenants or agreements contained in the Merger Agreement under circumstances
that would entitle Hudson River to terminate the Merger Agreement) upon the
occurrence of both an Initial Triggering Event (as defined in the Hudson River
Option Agreement) and a Subsequent Triggering Event (as defined in the Hudson
River Option Agreement) prior to the occurrence of an Exercise Termination
Event (as defined in the Hudson River Option Agreement).
An "Initial Triggering Event" means any of the following events: (1)
Hudson River or any of its significant subsidiaries, without Cohoes' prior
written consent, shall have entered into an agreement to engage in an
Acquisition Transaction (as defined) with any person other than Cohoes or any
of its subsidiaries or the Board of Directors of Hudson River shall have
recommended that the stockholders of Hudson River approve or accept any
Acquisition Transaction with any person other than Cohoes or any of its
subsidiaries (for purposes of the Hudson River Option Agreement "Acquisition
Transaction" means (x) a merger or consolidation, or any similar transaction,
involving Hudson River or any of its significant subsidiaries (other than
mergers, consolidations or similar transactions (i) involving solely Hudson
River and/or one or more wholly-owned subsidiaries of
CUSIP No. 444128102 Page 6 of 14 Pages
Hudson River, provided, any such transaction is not entered into in violation
of the terms of the Merger Agreement) or (ii) in which stockholders of Hudson
River Common Stock immediately prior to completion of such transaction own at
least 50% of the Hudson River 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 Hudson River 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 Hudson River or any of its significant subsidiaries; (2) any
person, other than Cohoes or any subsidiary of Cohoes, shall have acquired
beneficial ownership or the right to acquire beneficial ownership of 10% or
more of the outstanding shares of Hudson River Common Stock; (3) a public
announcement that any person (other than Cohoes or any subsidiary of Cohoes)
shall have made, or publicly disclosed an intention to make, a bona fide
proposal to engage in an Acquisition Transaction; (4) (i) Hudson's Board of
Directors, without Cohoes' prior written consent, shall have withdrawn or
modified or announced its intention to withdraw or modify in a manner adverse
to Cohoes the recommendation of Hudson River's Board of Directors with respect
to the Merger Agreement, (ii) Hudson River or any of its subsidiaries, without
Cohoes' 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
Cohoes or a subsidiary of Cohoes or (iii) Hudson River shall have provided
information to or engaged in negotiations with a third party relating to a
possible Acquisition Transaction; (5) any person (other than Cohoes or any
subsidiary of Cohoes) 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 Hudson River Common
Stock such that, upon consummation of such offer, such person would own or
control 10% or more of the then outstanding shares of Hudson River 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) Hudson River shall have willfully breached
any covenant or obligation contained in the Merger Agreement after an overture
is made by a third party to Hudson River or its stockholders to engage in an
Acquisition Transaction and such breach would entitle Cohoes to terminate the
Merger Agreement and such breach is not cured within the time frame set forth
in the Hudson River Option Agreement or (7) any person, other than Cohoes or
any of its subsidiaries and other than in connection with a transaction to
which Cohoes 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 Cohoes or any
subsidiary of Cohoes) shall have acquired beneficial ownership of 25% or more
of the then outstanding shares of Hudson River Common Stock.
CUSIP No. 444128102 Page 7 of 14 Pages
Under the Hudson River Option Agreement, at any time after the first
occurrence of a Repurchase Event (as defined in the Hudson River Option
Agreement) and prior to an Exercise Termination Event, Cohoes may request
Hudson River to repurchase the Hudson River Option and any Hudson River Option
Shares purchased pursuant thereto at an aggregate price specified in the
Hudson River Option Agreement, provided that the obligation of Hudson River to
repurchase the Hudson River Option and any Hudson River Option Shares under
the Hudson River 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 Hudson River 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 Cohoes
due to a breach by Hudson River of any covenant or undertaking in the Merger
Agreement which would permit Cohoes 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 Hudson River 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 Hudson River Option Agreement provides that in the event Hudson
River enters into certain transactions with third parties, Cohoes will have
the right to substitute for the Hudson River Option a substitute option (the
"Substitute Option") with (i) the continuing or surviving corporation, in the
case of a merger or consolidation with Hudson River, (ii) the transferee, in
the case of a transfer of all or substantially all of Hudson River's assets or
(iii) with Hudson River. In such case, the Substitute Option will have the
same or, if not so permitted by law, as similar as possible terms as the
Hudson River Option, with the number of shares covered by the Substitute
Option and the exercise price therefor determined as specified in the Hudson
River Option Agreement.
Cohoes may, at any time following a Repurchase Event and prior to the
occurrence of an Exercise Termination Event, relinquish the Hudson River
Option (together with any Hudson River Option Shares issued to and then owned
by Cohoes to Hudson River in exchange for a cash fee equal to $4.4 million (i)
plus, if applicable, Cohoes' purchase price with respect to any Hudson River
Option Shares and (ii) minus, if applicable, the excess of (A) the net cash
amounts, if any received by Cohoes' or any subsidiary of Cohoes pursuant to
the arms' length sale of Hudson River Option Shares to any unaffiliated party,
over (B) Cohoes' purchase price of any Hudson River Option Shares.
CUSIP No. 444128102 Page 8 of 14 Pages
Except as set forth herein or in the Exhibits hereto, Cohoes 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 Hudson River
Common Stock or the disposition of shares of Hudson River Common
Stock;
(B) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Hudson River or any of its
subsidiaries;
(C) A sale or transfer of a material amount of assets of Hudson River
or any of its subsidiaries;
(D) Any change in the present Board of Directors or management of
Hudson River, 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 Hudson River;
(F) Any other material change in Hudson River's business or corporate
structure;
(G) Any changes in Hudson River's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Hudson River by any person;
(H) Causing a class of securities of Hudson River 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 Hudson River 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 Hudson River
Option Agreement are qualified in their entirety by reference to such
documents, copies of which are included as Exhibits 2.1 and 2.2, respectively,
to the Current Report on Form 8-K filed by Cohoes 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 Hudson River Option
Agreement, pursuant to Rule 13d-3(d)(1)(i)(D) promulgated under the Exchange
Act, Cohoes may be deemed to have sole
CUSIP No. 444128102 Page 9 of 14 Pages
voting and sole dispositive power with respect to the Hudson River Common
Stock subject to the Hudson River Option and, accordingly, may be deemed to
beneficially own 3,093,765 shares of Hudson River Common Stock, or 19.9% of
the Hudson River 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 Hudson River Option. However, because the Hudson River 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, Cohoes expressly
disclaims any beneficial ownership of the 3,093,765 shares of Hudson River
Common Stock which are obtainable by Cohoes upon exercise of the Hudson River
Option.
Except as set forth above, neither Cohoes nor, to the best of Cohoes'
knowledge, any of the individuals named in Schedule 1 hereto, is a beneficial
owner of any Hudson River Common Stock.
(c) Except as set forth above, no transactions in Hudson River Common
Stock were effected during the past 60 days by Cohoes or, to the best of
Cohoes' knowledge, by any of the individuals named in Schedule 1 hereto.
(d) So long as Cohoes has not purchased the Shares of Hudson River
Common Stock subject to the Hudson River Option, Cohoes 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 Hudson River 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 Hudson River Option
Agreement, Hudson River and Cohoes entered into the Cohoes 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
Cohoes Option Agreement are substantially identical in all respects to those
of the Hudson River Option Agreement.
The foregoing description of the Cohoes Option Agreement is qualified in
its entirety by reference to the copy of the Cohoes Option Agreement, which is
filed as Exhibit 2.3 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 Cohoes nor, to the best of Cohoes'
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
CUSIP No. 444128102 Page 10 of 14 Pages
of Hudson River, 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 Cohoes 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 Cohoes 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
Cohoes 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
Cohoes Bancorp, Inc.'s Current Report on Form 8-K filed on
May 5, 2000).
CUSIP No. 444128102 Page 11 of 14 Pages
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.
COHOES BANCORP, INC.
By: /s/ Harry L. Robinson
-------------------------------------
Harry L. Robinson
President and Chief Executive Officer
May 5, 2000
CUSIP No. 444128102 Page 12 of 14 Pages
EXHIBIT INDEX
Exhibit 1 Name, business address and present principal occupation of
each director and executive officer of Cohoes 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 Cohoes
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 Cohoes 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 Cohoes Bancorp, Inc.'s Current Report on Form 8-K filed
on May 5, 2000).
CUSIP No. 444128102 Page 13 of 14 Pages
Exhibit 1
Name, business address and present principal occupation
of the directors and executive officers
of Cohoes Bancorp, Inc.
Directors
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The business address of each director of Cohoes Bancorp, Inc. is c/o
Cohoes Bancorp, Inc., 75 Remsen Street, Cohoes, New York 12047
Duncan S. MacAffer
Chairman of the Board
Harry L. Robinson
President and Chief Executive Officer
Arthur E. Bowen
President and Funeral Director
Bowen Funeral Home, Inc.
Peter G. Casabonne
Managing Partner
Fuller Realty, Inc.
Michael L. Crotty
President
Capitol Equipment, Inc.
Chester C. DeLaMater
Retired
Frederick G. Field, Jr.
Retired
J. Timothy O'Hearn
President
Century House, Inc.
R. Douglas Paton
Retired
Walter H. Speidel
Retired
Donald A. Wilson
President
Wilson & Stark, CPA, PC
CUSIP No. 444128102 Page 14 of 14 Pages
Executive Officers who are not Directors
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The business address of each executive officer of Cohoes Bancorp, Inc.
who is not a director is c/o Cohoes Bancorp, Inc., 75 Remsen Street, Cohoes,
New York 12047.
Richard A. Ahl
Executive Vice President, Secretary and
Chief Financial Officer
Albert J. Picchi
Senior Vice President
