SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COHOES BANCORP, 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
Cohoes Bancorp, Inc.
September 24, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the first Annual Meeting of
Stockholders of Cohoes Bancorp, Inc. The meeting will be held at the Century
House, 997 New Loudon Road, Latham, New York, on Tuesday, October 26, 1999 at
10:00 a.m. The matters to be considered by stockholders at the Annual Meeting
are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign, and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
For the reasons set forth in the Proxy Statement, the Board unanimously
recommends that you vote "FOR" each matter to be considered.
Your continued support of and interest in Cohoes Bancorp, Inc. are
sincerely appreciated.
Sincerely,
/s/ Harry L. Robinson
Harry L. Robinson
President and Chief Executive Officer
75 REMSEN STREET COHOES, NEW YORK 12047 (518) 233-6500 FAX (518)233-6575
<PAGE>
COHOES BANCORP, INC.
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75 Remsen Street
Cohoes, New York 12047
(518) 233-6500
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PROXY STATEMENT
WITH NOTICE OF ANNUAL MEETING
I. GENERAL INFORMATION AND NOTICE OF MEETING
Cohoes Bancorp, Inc. will be holding its first annual meeting of
stockholders on October 26, 1999. The meeting will be held at The Century
House, 997 New Loudon Road, Route 9 in Latham, New York, beginning at 10:00
a.m. At the meeting, we will ask stockholders to vote on the following
matters:
1. The election of four members to our Board of Directors; and
2. The ratification of the appointment of Arthur Andersen, LLP, as our
independent public accountants.
The Board of Directors is soliciting your proxy to vote at the annual
meeting and at any adjournments of the meeting. Please complete the enclosed
proxy card and return it in the enclosed return envelope as soon as possible.
Each of our stockholders has one vote for each share of common stock owned.
On the election of directors, each stockholder may vote for up to four
directors, but may not cast more votes for any one nominee than the number of
shares owned by that stockholder. We urge you to exercise your rights as a
stockholder to vote and participate in this process.
Stockholders of record on September 1, 1999, are entitled to receive
notice of the meeting and are entitled to vote at the meeting, or at an
adjournment of the meeting. This is known as the "Record Date." Please read
this Proxy Statement carefully before you decide how to vote. We encourage
you to return the proxy card even if you plan to attend the meeting. This
will save us additional expense in soliciting proxies and will ensure that
your vote is counted. You will still be permitted to vote in person at the
meeting even if you return the proxy card.
On the Record Date, there were 9,075,588 shares of Cohoes Bancorp, Inc.
common stock, par value $.01 per share, issued and outstanding, each of which
is entitled to one vote. We have no stock outstanding other than common
stock.
In this Proxy Statement, the terms "Company," "we," "our," "us," or
similar terms refer to Cohoes Bancorp, Inc. References to the "Bank" mean
Cohoes Savings Bank, our wholly owned subsidiary.
Your Board of Directors unanimously recommends that you vote "FOR" the
four nominees described in this Proxy Statement and "FOR" the other proposal
described above.
This Proxy Statement is first being made available to stockholders on
approximately September 24, 1999.
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
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Proxy Cards
If you sign and return a proxy card in the form solicited by the Board
of Directors so we receive it before the polls are closed at the meeting,
your votes will be cast as you have marked on the proxy card, unless you
revoke your proxy before the polls close. If you sign and return our proxy
card but you do not mark on it how you want to vote on any matter, then the
Board of Directors will vote your shares in favor of the nominees for
director named in this Proxy Statement and in favor of the ratification of
the appointment of independent public accountants. We do not know of any
other matters that may be presented for a vote at the meeting. If any other
matters are properly presented for a vote, including a proposal to adjourn
the meeting, the Board of Directors may vote your shares on such matters
based on their judgment.
If you sign and return the enclosed proxy card, you may revoke it at any
time before the polls are closed. If you want to revoke your proxy card, you
must: (i) give a signed written notice to the Secretary of the Company at or
before the meeting stating that you want to revoke the proxy dated after the
date of the proxy card, (ii) sign and deliver to the Secretary of the Company
at or before the meeting another proxy card relating to the same shares with
a later date, or (iii) attend the meeting and vote in person. Attending the
meeting does not itself revoke a proxy unless you also take one of the three
actions described in the prior sentence. Any written notice revoking a proxy
must be delivered to Richard A. Ahl, Secretary, Cohoes Bancorp, Inc., 75
Remsen Street, Cohoes, New York 12047.
If 4,537,795 shares of our common stock are represented in person or by
proxy at the meeting, there will be a quorum which will allow the meeting to
commence. Once a quorum is present, the meeting can continue even if some
stockholders leave the meeting. If a stockholder is present in person or by
proxy but abstains from voting any shares, or if a broker submits a proxy for
shares but does not vote those shares, then we count the shares as present
for purposes of determining a quorum.
A plurality of the votes cast will determine who will be elected as
director. A majority of the votes eligible to be cast is required to ratify
the appointment of independent public accountants. Our bylaws provide that,
at an annual meeting, a stockholder may nominate a person for election as a
director only if advance notice of intent to nominate the person is given to
the Company. The stockholder must follow certain procedural provisions and
the notice must include information detailed in the bylaws about the
nominating stockholder and the nominee. For future annual meetings, the
notice must be received by the Company at least 60 days before the date of
the meeting; but if less than 70 days' notice of the date of the meeting is
given or made to stockholders, then the notice must be received not later
than 10 days after notice of the date of the meeting is mailed or public
disclosure is made, whichever is earlier. Our bylaws require similar advance
notice if a stockholder wants to make any other proposal at an annual meeting
of stockholders. Our bylaws provide that a stockholder may not give advance
notice of nor make any other proposals at any special meeting of
stockholders.
Important Information for Stockholders Whose Stock Is Held in Street Name
If your stock is held in street name, which means that your stock is
held for you in a brokerage account and is not registered on our stock books
in your own name, please tell your broker as soon as possible how to vote
your shares to make sure that your broker votes your shares before the polls
close at the meeting. If your stock is held in street name, you do not have
the direct right to vote your shares or revoke a proxy for your shares unless
your broker gives you that right in writing.
II. PRINCIPAL OWNERS OF OUR COMMON STOCK
The following table provides you with information, to the best of our
knowledge, about stock ownership by directors, nominees for director, each
executive officer with salary and bonus in excess of $100,000 during fiscal
1999, and any person or group known by us to beneficially own more than 5% of
our outstanding common stock. The information is as of the Record Date. We
know of no person or group, except as listed below, who beneficially owned
more than 5% of our common stock as
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of the Record Date. Information about persons or groups who own beneficially
more than 5% of our common stock is based on filings with the Securities and
Exchange Commission on or before the Record Date and other sources believed
by the Company to be reliable.
<TABLE>
<CAPTION>
Percent of total
----------------
Shares Beneficially Owned shares
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Beneficial Owner at September 1, 1999<F1> outstanding<F2>
- ---------------- --------------------- ------------
<S> <C> <C>
Cohoes Bancorp, Inc. Employee Stock Ownership Plan 744,455<F3>
75 Remsen Street, Cohoes, New York 12047 8.20%
Wellington Management Company, L.L.P. 908,100<F4> 10.01%
75 State Street, Boston, Massachusetts 02109
Harry L. Robinson, Director, President and Chief 164,989<F5> 1.82%
Executive Officer
Arthur E. Bowen, Director 29,902<F6> *
Peter G. Casabonne, Director 16,402 *
Michael L. Crotty, Director 16,771 *
Chester C. DeLaMater, Director 36,402<F7> *
Frederick G. Field, Jr., Director 17,677<F8> *
Duncan S. Mac Affer, Director 23,241<F9> *
J. Timothy O'Hearn, Director 31,555<F10> *
R. Douglas Paton, Director 27,423<F11> *
Walter H. Speidel, Director 31,902<F12> *
Donald A. Wilson, Director 19,602<F13> *
Richard A. Ahl, Executive Vice President, Chief 98,689<F14> 1.09%
Financial Officer and Secretary
Albert J. Picchi, Senior Vice President of the Bank 37,042<F15> *
Directors and Executive Officers of the Company and 551,597<F16> 6.08%
Executive Officers of the Bank, as a group (13 persons)
<FN>
- ---------------
<F1> Amount includes shares held directly, as well as shares allocated to such
individuals under the Cohoes Bancorp, Inc. Employee Stock Ownership Plan (the
"ESOP"), and other shares with respect to which a person may be deemed to
have sole voting and/or investment power. The table also includes 10,402
shares awarded in July 1999 to each non-employee director pursuant to our
Recognition and Retention Plan ("RRP") which, along with other RRP shares
awarded to officers and employees, are not vested and are voted at the
meeting by the Board of Directors.
<F2> Based upon 9,075,588 shares outstanding on the Record Date. An asterisk
("*") means that the percentage is less than 1%.
<F3> Excludes 18,363 shares allocated to ESOP participants. First Bankers Trust
Company, the trustee of the ESOP, may be deemed to own beneficially the
unallocated shares held by the ESOP. Unallocated shares and allocated shares
for which no voting instructions are received are voted in the same
proportion as allocated shares voted by participants.
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<F4> Wellington Management Company, L.L.P. reports on a filing under Section
13(f) of the Securities Exchange Act of 1934 that as of June 30, 1999, it has
investment power over these shares. Details as to the ownership as of the
Record Date are unknown to the Company.
<F5> Includes 90,000 unvested RRP shares awarded in July 1999; 21,000 shares
owned by Mr. Robinson through the Bank's 401(k) Plan; 49,000 shares owned by
The Cohoes Savings Bank Rabbi Trust of which Mr. Robinson is the beneficiary;
and 689 shares allocated to Mr. Robinson in our ESOP.
<F6> Includes 7,000 shares owned by The Cohoes Savings Bank Rabbi Trust of
which Mr. Bowen is the beneficiary and 1,000 shares owned by a testamentary
trust of which Mr. Bowen's wife is Trustee.
<F7> Includes 1,000 shares owned by Mr. DeLaMater's spouse.
<F8> Includes 3,277 shares owned by Mr. Field's spouse.
<F9> Includes 2,627 shares owned by an intervivos trust of which Mr. Mac Affer
is trustee.
<F10> Includes 1,700 shares owned directly by Mr. O'Hearn's children.
<F11> Includes 11,835 shares owned by The Cohoes Savings Bank Rabbi Trust of
which Mr. Paton is the beneficiary.
<F12> Includes 500 shares owned directly by Mr. Speidel's son.
<F13> Includes 1,100 shares owned by The Cohoes Savings Bank Rabbi Trust of
which Mr. Wilson is the beneficiary.
<F14> Includes 45,000 unvested RRP shares awarded in July 1999; 4000 shares
owned by Mr. Ahl through the Bank's 401(k) Plan; 9,000 shares owned by The
Cohoes Savings Bank Rabbi Trust of which Mr. Ahl is the beneficiary; 25,000
shares owned by Mr. Ahl's spouse; and 689 shares allocated to Mr. Ahl in our
ESOP.
<F15> Includes 22,500 unvested RRP shares awarded in July 1999; 4,648 shares
owned through the Bank's 401(k) Plan; and 468 shares allocated to Mr. Picchi
in our ESOP.
<F16> This total includes shares beneficially owned by all directors and
executive officers listed in the table. All RRP shares, whether or not
vested, are included.
</FN>
</TABLE>
III. THE ELECTION OF DIRECTORS
Our Board of Directors has eleven members. Directors generally are
elected for three year terms. At this meeting, stockholders will elect four
directors. The Board of Directors has nominated Arthur E. Bowen, Duncan S.
Mac Affer, Harry L. Robinson and Walter H. Speidel for election as directors
at the meeting. Stockholders elect directors by a plurality of the votes
cast, which means that the four nominees with the highest vote totals will be
elected. There is no cumulative voting in the election of directors, which
means that no stockholder may cast more votes in favor of any one nominee
than the number of shares owned of record by that stockholder. The Board of
Directors unanimously recommends that you vote in favor of the four nominees.
Each person who the stockholders elect at the meeting will serve for a
three year term of office which expires at the annual meeting of stockholders
to be held in the year 2002 and until their successors are elected and
qualify. Each of the nominees named below has consented to being named in
this Proxy Statement and to serve if elected. If any nominee becomes
unavailable for election for any presently unforeseen reason, the Board of
Directors, as the holder of your proxy, will have the right to use its
discretion to cast your votes for a substitute.
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<PAGE>
The Board of Directors, Nominees and Executive Officers
We are providing the following information regarding the nominees, other
directors who will continue in office after the meeting, and the executive
officers of the Company and the Bank who are not directors. There are no
arrangements or understandings by which any director was selected to serve as
such. All directors of the Company are also directors of the Bank. There are
no family relationships among directors and executive officers of the Company
and the Bank. Ages are as of the Record Date.
Nominees
Arthur E. Bowen, age 60, is the President and Funeral Director of Bowen
Funeral Home, Inc.
Duncan S. Mac Affer, age 64, is a licensed attorney practicing in the
state of New York. He is currently a Village justice in the Village of
Menands, New York and recently retired after serving as counsel to the New
York Senate Finance Committee.
Harry L. Robinson, age 60, is President and Chief Executive Officer of
the Company and the Bank. Mr. Robinson, who is also a licensed attorney,
joined the Bank in 1990.
Walter H. Speidel, age 72, is a retired past President of the Bank.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE IN FAVOR OF THESE FOUR NOMINEES
Continuing Directors
The following persons are existing directors whose terms of office will
continue after the meeting. All these directors have been directors since we
were formed in September 1998. Ages are as of the Record Date.
Peter G. Casabonne, age 67, is a Managing Partner of Fuller Realty,
Inc., a company which leases manufacturing and office space. His term as a
director of the Company expires in 2000.
Michael L. Crotty, age 53, is President of Capitol Equipment, Inc. which
is a seller of heavy construction and recycling equipment. His term as a
director of the Company expires in 2001.
Chester C. DeLaMater, age 59, is a retired Executive Vice President and
Secretary of the Bank. His term as a director of the Company expires in 2000.
Frederick G. Field, Jr., age 67, is a retired Supervisor of the Town of
Colonie. He is currently President of Capitol Hill Management, Inc., a
company which provides lobbying and management services to associations. His
term as a director of the Company expires in 2001.
J. Timothy O'Hearn, age 58, is President of the Century House, Inc., a
restaurant, food catering and lodging company in Latham, New York. His term
as a director of the Company expires in 2000.
R. Douglas Paton, age 63, is a retired stockbroker and is currently a
self-employed financial consultant. Since 1989, Mr. Paton has also served as
an arbitrator with the National Association of Securities Dealers. His term
as a director of the Company expires in 2000.
Donald A. Wilson, age 55, is a certified public accountant and President
of Wilson & Stark CPA, PC. His term as a director of the Company expires in
2001.
5
<PAGE>
Executive Officers Who Are Not Directors
The Board of Directors elects executive officers for one year terms and
they serve at the pleasure of the Board. Provided below is certain
information regarding the executive officers of the Company and the Bank who
are not directors. Ages are as of the Record Date.
Richard A. Ahl, age 51, joined the Bank in 1996 and currently serves as
Executive Vice President, Secretary and Chief Financial Officer of both the
Company and the Bank. Before joining the Bank, Mr. Ahl was Executive Vice
President of Schenectady Federal Savings Bank in Schenectady, New York and
its parent company, SFS Bancorp, Inc. Mr. Ahl is a certified public
accountant with over 20 years of financial and banking experience.
Albert J. Picchi, age 38, is currently serving as Senior Vice President
of the Bank. Mr. Picchi, who has 15 years of experience in the financial
services industry, joined the Bank in January 1994 and previously served as
Vice President and Senior Loan Officer of the Bank.
Meetings of the Board of Directors and Certain Committees
Our Board of Directors held thirteen meetings during fiscal 1999. The
Board of Directors has an Audit Committee and Compensation Committee. The
Audit Committee generally meets jointly with the audit committee of the Bank.
Our Board of Directors does not presently have a nominating committee.
Our Audit Committee consists of directors Crotty (Chairman), Field and
Wilson. The Audit Committee met four times during fiscal 1999 jointly with
the Audit Committee of the Bank. The committee functions on matters related
to the accounting, bookkeeping and auditing functions of the Company and
meets periodically with the Company's independent public accountants to
arrange for the Company's annual financial statement audit and to review and
evaluate recommendations made during the annual audit. The Audit Committee
also reviews, approves and supervises the internal auditing procedures of the
Company.
Our Compensation Committee consists of directors Bowen, Casabonne,
Crotty (Chairman), and Mac Affer. The committee met twice during fiscal 1999.
The committee functions on compensation matters for the Company. The
committee is also responsible for administering and making awards under the
Stock Option and Incentive Plan and the Recognition and Retention Plan.
Directors' Compensation
The Company does not compensate the directors for serving on the Board
of the Company. All of the directors of the Company are also directors of the
Bank. Directors of the Bank who are not also employees of the Company or the
Bank or any of their subsidiaries receive a fee of $2,625 for each Board
meeting they attend and $500 for each committee meeting that they attend.
Directors are also eligible for participation in the Stock Option Plan and
the RRP which our stockholders approved.
Executive Officer Compensation
None of our officers received compensation directly from the Company
during fiscal 1999 except for the grant of stock options and RRP awards.
Their compensation was paid by the Bank.
The following table includes information about compensation paid Messrs.
Robinson, Ahl and Picchi, who were the only executive officers of the Company
or the Bank with total salary and bonus in excess of $100,000 in fiscal 1999.
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<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation<F1>
Other Annual All Other
Salary<F2> Bonus Compensation Compensation<F3>
<S> <C> <C> <C> <C> <C>
Harry L. Robinson, 1999 $374,339 $51,975 None $25,275
President and Chief 1998 $295,072 $59,063 None $17,243
Executive Officer
Richard A. Ahl, Executive 1999 $173,270 $25,750 None $24,612
Vice President, Chief 1998 $146,224 $31,250 None $ 4,212
Financial Officer and
Secretary
Albert J. Picchi, Senior 1999 $100,565 $15,400 None $15,070
Vice President of the Bank 1998 $ 82,162 $17,574 None $ 7,842
<FN>
<F1> In accordance with Securities and Exchange Commission policy, we have
excluded summary compensation information for fiscal 1997 because neither the
Company nor the Bank was a public company during that year.
<F2> Under the Bank's deferred salary arrangement, $65,406 was deferred for Mr.
Robinson in fiscal 1999 and $27,323 was deferred in fiscal 1998; $37,365 was
deferred for Mr. Ahl in fiscal 1999 and $21,220 was deferred in fiscal 1998.
Both Mr. Robinson and Mr. Ahl deferred their entire bonuses in fiscal 1998,
and Mr. Robinson deferred his fiscal 1999 bonus.
<F3> Other Compensation includes (i) the Bank's matching contribution for Mr.
Robinson under the 401(k) Savings and Profit Sharing Plan of $5,255 in fiscal
1999 and $6,043 in fiscal 1998; matching contributions for Mr. Ahl of $5,198
in fiscal 1999 and $2,849 in 1998; and matching contributions for Mr. Picchi
of $3,017 in fiscal 1999 and $2,465 in fiscal year 1998; (ii) the Bank's
profit sharing plan contribution for Mr. Robinson under the 401(k) Savings
and Profit Sharing Plan of $11,200 in fiscal 1999 and $11,200 in fiscal 1998;
profit sharing plan contributions for Mr. Ahl of $10,872 in fiscal 1999 and
$1,363 in 1998; and profit sharing plan contributions for Mr. Picchi of
$6,381 in fiscal 1999 and $5,377 in fiscal year 1998; (iii) life insurance
premium payments, in fiscal 1999, of $566 for Mr. Robinson, $288 for Mr. Ahl
and $66 for Mr. Picchi; and (iv) for fiscal 1999, ESOP contributions of
$8,254 for Mr. Robinson, $8,254 for Mr. Ahl and $5,607 for Mr. Picchi, based
upon the original purchase price of the shares allocated to them.
</FN>
</TABLE>
Employment Contracts
In January 1999, the Bank entered into employment contracts with Messrs.
Robinson, Ahl, and Picchi. The contracts with Mr. Robinson and Mr. Ahl
provide for three-year terms and the contract with Mr. Picchi provides for a
two-year term. The annual salaries under the three contracts as of June 30,
1999, are $400,000 for Mr. Robinson, $200,000 for Mr. Ahl, and $115,000 for
Mr. Picchi, subject to such bonuses or increases as may be approved by the
Board of Directors. The contracts also provide that each officer will
participate in all other retirement, compensation and fringe benefit plans
provided by the Bank to employees generally, except that they are not
entitled to participate in the Bank's Employee Severance Plan.
If the Bank terminates any of the executive officer's employment other
than for cause, he will be entitled to a lump sum payment equal to his salary
for the unexpired term of the contract plus any benefit plan contributions or
bonus or cash incentives that the Bank would have made on his behalf during
the remaining term of his contract. The Bank would also continue and pay for
his life, health and disability coverage for the remainder of the term of his
contract. Upon any termination of any executive officer, other than following
a change in control, the executive is subject to a one year non-competition
agreement. All the
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contracts provide that the payment will also be made if the officer resigns
after material breach by the Bank or after certain adverse changes in the
terms and conditions of employment.
The contracts with Messrs. Robinson and Ahl further provide that,
subject to certain conditions, if employment is terminated within eighteen
months after a change in control of the Bank or the Company, or if he resigns
after certain adverse changes in terms and conditions of employment upon the
change in control, he will receive a lump sum payment generally equal to the
greater of the salary due for the remaining term of his contract or three
times the average annual salary paid to him in the last five taxable years.
The Bank must also reimburse him, on an after tax basis, for any excise tax
he must pay under Section 280G of the Internal Revenue Code because of the
change in control payments. For purposes of the contracts, a "change in
control" will generally be deemed to occur when a person or group acting
together acquires beneficial ownership of 25% or more of any class of equity
security of the Company or the Bank; upon stockholder approval of a merger or
consolidation unless certain conditions are met; upon a change of the
majority of the Board of Directors of the Company or the Bank; or upon
liquidation or sale of substantially all the assets of the Company or the
Bank.
The Company has entered into separate employment agreements with Messrs.
Robinson and Ahl for three year terms. These contracts provide for terms
similar to those in the Bank's employment agreements with the executive
officers, as described above. Payments or benefits under the Bank's contract
with Messrs. Robinson and Ahl reduce the corresponding amounts or benefits
which the Company is required to pay or provide under its contracts with
them.
The total that may be payable on the change in control provisions in the
contracts with Messrs. Robinson and Ahl cannot be determined at this time
because the amount depends on future salary levels, average past compensation
as of the date of the payment which determines the excise tax cap on
payments, and other factors. However, if the employment of Messrs. Robinson
and Ahl had been terminated at the end of fiscal 1999, the total change in
control payments under the contracts at current salary rates without
reduction based upon the application of Section 280G of the Internal Revenue
Code or any other contract provision, would have been not more than $1.8
million.
Other Employee Benefit Plans
Change in Control Agreements. The Bank has entered into one-year Change
in Control Severance Agreements with five other officers of the Bank. The
agreements provide that if any of the officer's employment is terminated
within one year after a change in control (as defined above), then the
officer is entitled to receive a lump sum payment equal to the officer's
current annual compensation, but in no event more than the maximum amount
which the Bank may pay under Section 280G of the Internal Revenue Code. The
officers are not entitled to a benefit under the contract if the termination
is for cause.
Employee Severance Compensation Plan. The Bank has an employee severance
compensation plan which provides for benefits to all officers of the Bank
with at least one year of service if there is a change in control. Employees
who have employment contracts or change in control agreements are not
eligible under the plan. If the employee's employment is terminated within
one year after a change in control of the Bank or the Company, then each
covered employee is entitled to a payment equal to two weeks of salary for
each year of service with the Bank, up to a severance payment equal to six
month's salary. The employee is not entitled to a benefit under the plan if
his or her termination is for cause.
401(k) Savings and Profit Sharing Plan. The Bank maintains a
tax-qualified savings and profit sharing plan under Section 401(k) of the
Internal Revenue Code. Salaried employees with at least one year of service
who are at least age 21 may make pretax salary deferrals and after tax
contributions under the 401(k) Plan. Participants may make plan contributions
of between 2% and 15% of his or her annual salary, and the Bank makes
matching contributions equal to 50% of the participant's contributions, up to
3% of each participant's annual salary. Employees are fully vested in their
salary deferrals and after tax contributions, and are gradually vested in the
Bank's contribution after one year of service and fully vested after five
years. In addition, the plan also permits the Bank to make a voluntary
additional contribution not based upon employee contributions. The amount of
the contribution, if any, is at the discretion of the Bank. In fiscal 1999,
the Bank made a voluntary additional contribution equal to 7% of base salary
for all participating employees.
8
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The 401(k) Plan permits the employee to choose from among a number of
investment funds for the investment of that employee's 401(k) Plan account.
One of those funds is a fund which invests substantially all of its assets in
our common stock.
On the Record Date, that fund owned 163,768 shares of the Company's
common stock.
Employee Stock Ownership Plan. In 1998, we established the ESOP. When
the Bank converted to the stock form of ownership, the ESOP purchased 762,818
shares of our common stock. The Company loaned $9,136,749 to the ESOP to
purchase that stock. Substantially all employees of the Bank or the Company
who have attained age 21 and have completed one year of service become
participants in the ESOP.
The Company and the Bank intend to contribute to the ESOP enough money
to cover the payments due on the loan from the Company. The loan has a 14
year term and, after an initial payment on December 31, 1998, the loan
requires level annual principal and interest payments, for 13 consecutive
years, designed to repay the loan over that term, with the final payment due
on December 31, 2012. The loan permits optional pre-payment. The Company and
the Bank may contribute more to the ESOP than is necessary to repay the loan.
The ESOP pledged the shares that it purchased as collateral for the
loan. The ESOP will allocate those shares among participants as the ESOP
repays the loan. An equal number of shares per year will be released over the
term of the loan. Those shares, any other shares which may be released due to
loan prepayments, and any other contributions which are allocated to the
accounts of participants, will be allocated among participants generally
based on each participant's share of total taxable compensation for the year.
Benefits generally become vested at the rate of 20% per year beginning after
the participant's first year of service, with 100% vesting after five years
of service. Employees will receive credit for years of service with the Bank
prior to the ESOP's adoption in 1998 for vesting purposes. Participants are
immediately vested upon termination of employment due to death, retirement at
age 65 or older, permanent disability or upon the occurrence of a change of
control. Forfeitures (shares allocated to an employee which are not yet
vested when such employee's employment terminates) will generally be
reallocated among remaining participating employees, in the same proportion
as contributions. Vested benefits may be distributed in a single sum or
installment payments and are payable upon death, termination of employment or
attainment of age 65, subject to certain rights to elect to defer the
distribution of benefits.
For fiscal 1999, 18,363 shares of common stock were released from the
lien of the ESOP loan and were allocated to the accounts of individual
participants. Of the shares allocated, 689 shares were allocated to each of
Messrs. Robinson and Ahl and 468 shares were allocated to Mr. Picchi.
First Bankers Trust Company is the trustee for the ESOP. The trustee,
subject to its fiduciary duty, must vote all allocated shares held in the
ESOP as the employees to whom the shares have been allocated instruct the
trustee. Allocated shares for which no instructions are received and shares
not yet allocated are voted generally in the same proportion as allocated
shares for which voting instructions are received. A management committee of
the Bank, consisting of Messrs. Robinson, Ahl and Picchi, oversees the
Company's activities related to the ESOP.
The ESOP may purchase additional shares of our stock in the future, in
the open market or otherwise, and may do so either with borrowed funds or
with cash dividends, employer contributions or other cash flow.
Benefit Restoration Plan. The Company also maintains a non-qualified
deferred compensation plan, known as the Benefit Restoration Plan. The
Benefit Restoration Plan provides certain officers and highly compensated
executives of the Company and the Bank with supplemental retirement income
when such amounts cannot be paid from the tax-qualified 401(k) or ESOP.
Participants in this plan receive a benefit equal to the amount they would
have received under the 401(k) Plan and the ESOP, but for reductions in such
benefits imposed by operation of Sections 401(a)(17), 401(m)(3), 402(g) and
415 of the Internal Revenue Code of 1986, as amended. In addition, this plan
is intended to make up benefits lost under the ESOP allocation procedures to
certain participants named by the Compensation Committee who retire prior to
the complete repayment of the ESOP loan to the Company. Upon a participant's
retirement, the restored ESOP benefits under the Benefit Restoration Plan are
determined by first: (i) projecting the number of shares that would have been
allocated to the participant under the ESOP if he or she had been employed
throughout the period of the ESOP loan (commencing on the initial date of the
employee's ESOP participation); and
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(ii) first reducing the number determined by (i) above by the number of
shares actually allocated to the participant's account under the ESOP; and
second, multiplying the number of shares that represent the difference
between such figures by the average fair market value of the Common Stock
over the preceding five years. The participant's benefits are payable upon
the his or her retirement or other termination of service in the form of a
lump sum. Payment of a deceased participant's benefits will be made to his or
her designated beneficiary. At the Record Date, Messrs. Robinson and Ahl were
the only designated participants in the plan.
Stock Option and Incentive Plan. The Stock Option Plan was approved by
stockholders at a special meeting held in July 1999. The Stock Option Plan
provides for awards to directors, executive officers and employees of the
Company, the Bank and related companies in the form of stock options,
representing a right to purchase our common stock. The plan permits the award
of options to purchase up to 953,522 shares of our common stock. The
Compensation Committee may award either "incentive stock options" as defined
under Section 422 of the Internal Revenue Code, or stock options not intended
to qualify as such ("non-qualified options"). The term of the stock options
may not exceed ten years for incentive stock options, and fifteen years for
non-qualified options. Options can only be exercised before they expire. No
options may be granted after July 2, 2014, which is fifteen years after the
stockholders approved the plan.
Options to purchase 866,055 shares had been awarded as of the Record
Date, including options to purchase 260,050 shares awarded to non-employee
directors of the Company and options to purchase 393,750 shares awarded to
the three executive officers of the Company and the Bank. There are 87,467
shares available for future awards.
The exercise price for the purchase of shares under the options awarded
to date is $12.0625 and, for future awards, will not be less than the market
value of the shares on the date the option is awarded. The exercise price
must be paid in full in cash or, if permitted by the Compensation Committee,
shares of our stock, or a combination of both. The right to purchase option
shares fully vest over a period of five years from the date of the grant,
subject to accelerated vesting upon death or disability of a participant.
None of the options awarded have vested to date.
The plan provides that after a participant dies, the Compensation
Committee may permit options of a deceased participant to be settled in cash
instead of by the delivery of shares. An option will automatically terminate
when a participant is notified of termination for cause. Our Board of
Directors may amend, suspend or terminate the plan, but only after complying
with any applicable state and federal banking regulations.
Recognition and Retention Plan. The RRP was approved by the stockholders
at a special meeting held in July 1999. The RRP permits the outright award of
up to 381,409 shares of our common stock to employees and directors of the
Company, the Bank and related companies. The recipient of an award is not
required to make any payment to the Company or the Bank in exchange for the
shares and once the award vests, the vested shares will be the same as any
other issued and outstanding shares of common stock of the Company. A total
of 347,472 shares had been awarded as of the Record Date, including 104,020
shares awarded to non-employee directors of the Company and 157,500 shares
awarded to the three executive officers of the Company and the Bank. There
are 33,937 shares available for future awards.
Management currently intends, to the extent practicable and feasible,
that RRP awards will be satisfied using shares purchased on the open market
rather than authorized but unissued shares. The costs and expenses of
administering the RRP are borne by the Company.
RRP awards are voted by our Board of Directors until they vest. Once an
award vests, the shares are then like all other issued and outstanding
shares, without limits imposed by the RRP. RRP awards will vest over a period
of five years in 20% increments on July 2, 2000, 2001, 2002, 2003 and 2004.
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The Board of Directors of the Company may amend, suspend or terminate
the RRP at any time, but no amendment or termination may affect outstanding
awards. In addition, federal or state banking regulations may require that
amendments be approved by stockholders. If the RRP is terminated, any
remaining assets of the RRP trust will be returned to the Company after
making such distributions as the Compensation Committee directs.
Compensation Committee Report on Executive Compensation
In fulfillment of Securities and Exchange Commission's requirements for
disclosure in proxy materials of the Compensation Committee's policies
regarding compensation of executive officers, the committee has prepared the
following report for inclusion in this proxy statement.
General Policy Considerations. For fiscal 1999, the compensation of
executive officers who were officers of the Bank at the beginning of fiscal
1999 was determined by the Salary Committee of the Bank. The committee, in
evaluating compensation for existing executive officers, considered the
nature of the officer's responsibilities, length of service, competitive
salaries in banking and other industries, quality of performance, the
performance of individuals supervised by the officers, and special projects
or unusual difficulties affecting work load and performance. The Salary
Committee of the Bank also created bonus guidelines at the beginning of the
year which provide for the payment of bonuses to officers if specified bank
performance goals were met. Improved financial performance is both an
indirect compensation factor, as it affects base salary decisions, and a
direct factor, as it affects bonus levels. The Board of Directors also
considered the extra effort that was involved in the successful completion of
the Bank's conversion to the stock form of ownership.
The terms and conditions of the officers' employment, including salary
and other financial incentives, were established directly by the Board of
Directors. When evaluating the compensation offered to those individuals, the
Board considered competitive salaries in the banking industry, the need to
retain appropriate personnel to maintain strong senior management and the
level of responsibility and experience of the executive officers. The Board
also considered the potential future value of stock-based compensation which
was then expected to be available after the Bank's stock conversion as a
component of the total compensation for the executive officers.
Chief Executive Officer Compensation. The Salary Committee of the Bank
reviewed and considered the general factors described above when deciding
upon Mr. Robinson's compensation for 1999. Base salary paid to Mr. Robinson
for fiscal year 1999 was $374,339 and reflects approximately a 27% increase
over his salary for fiscal year 1998. In determining Mr. Robinson's salary
and bonus for fiscal 1999, the Salary Committee considered the Bank's
performance during 1998 and 1999 and the successful conversion of the Bank to
the stock form of ownership.
This report is included herein at the direction of the members of the
Company's Compensation Committee, directors Bowen, Casabonne, Crotty
(Chairman) and Mac Affer and the members of the Bank's Salary Committee,
directors Casabonne, Crotty and DeLaMater (Chairman).
Shareholder Return Performance Graph
No stock performance graph is included in this proxy statement because
the Company first issued stock on December 31, 1998 and therefore an annual
return graph would be meaningless.
Compensation Committee Interlocks and Insider Participation
The Salary Committee of the Bank consists of directors Casabonne,
Crotty, and DeLaMater and the Compensation Committee of the Company consist
of directors Bowen, Casabonne, Crotty, and Mac Affer. None of these
individuals is or have been an officer or employee of the Company or the Bank
except Mr. DeLaMater, who is a former officer of the Bank. When the
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Board of Directors functions on matters pertaining to the compensation of Mr.
Robinson, he does not participate in the deliberations or vote by the Board.
Transactions with Directors and Officers
The directors and executive officers of the Company maintain normal
deposit account relationships with the Bank in the ordinary course of
business on terms and conditions no more favorable than those available to
the general public. In the ordinary course of business, the Bank may make
loans to directors, officers and employees, as well as other related parties.
All loans to directors and executive officers and related parties are on
substantially the same terms, including interest rate and collateral, as
those prevailing at the same time for comparable loans to other customers and
do not involve more than the normal risk of collectibility or present other
unfavorable features.
IV. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's Board of Directors appointed Arthur Andersen LLP, as
independent public accountants to audit the books of the Company for fiscal
2000, subject to ratification by the stockholders at the meeting. Arthur
Andersen LLP, has been employed regularly by the Company since it was formed
in 1998 and by the Bank since 1996 to examine their books and accounts and
for other purposes.
We expect that representatives of Arthur Andersen LLP, will be present
at the meeting and will have an opportunity to make a statement if they want
to do so. We expect that the representatives will also be available to answer
appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR
OF THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
V. OTHER BUSINESS
We have no reason to believe that any other business will be presented
at the Annual Meeting, but if any other business shall be presented, the
Board of Directors as the holder of the proxies solicited by this proxy
statement will vote on such matters in accordance with their judgment.
VI. GENERAL
We are distributing our Annual Report for fiscal 1999 with this Proxy
Statement to stockholders of record on the Record Date. The Annual Report is
not part of the proxy solicitation material.
If you submit a properly completed proxy card to the Company on the form
distributed with this Proxy Statement, it will be voted if received before
the voting is closed at the meeting. The proxy will be voted in the manner
directed on the proxy card. If the proxy card is signed and returned but no
directions are given, the proxy will be voted "FOR" the proposal set forth in
this Proxy Statement and "FOR" the director nominees named above.
The cost of soliciting proxies relating to the meeting under this will
be borne by the Company. In addition, directors, officers and regular
employees of the Company and the Bank may solicit proxies personally, by
telephone or by other means without additional compensation. The Company
will, upon the request of brokers, dealers, banks and voting trustees, and
their nominees, who were holders of record of shares of the Company's capital
stock or participants in depositories on the Record Date, bear their
reasonable expenses for mailing copies of this Proxy Statement with Notice of
Annual Meeting and the form of proxy card to the beneficial owners of such
shares. The Company has retained the services of Regan & Associates, Inc., a
firm
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experienced in the solicitation of proxies on behalf of public companies, for
a fee of $2,750 plus expenses of not more than $1,250, to assist in the proxy
solicitation process. The $2,750 fee is not payable unless the director
nominees named in this Proxy Statement are elected and the appointment of the
independent public accountants is ratified by our stockholders at the
meeting.
VII. STOCKHOLDER PROPOSALS AT THE ANNUAL MEETING IN THE YEAR 2000
The Company's Board of Directors will establish the date for the 2000
Annual Meeting of Stockholders. In order for a stockholder to be entitled,
under the regulations of the Securities and Exchange Commission, to have a
stockholder proposal included in the Company's Proxy Statement for the 2000
meeting, the proposal must be received by the Company at its principal
executive offices, 75 Remsen Street, Cohoes, New York 12047, Attention:
Richard A. Ahl, Secretary, not less than 120 days in advance of the date in
2000 which corresponds to the date in 1999 on which these proxy materials are
released to stockholders. The stockholder must also satisfy the other
requirements of SEC Rule 14a-8. Note that this filing requirement is separate
from the notice requirements described above regarding the advance notice
that it required before a stockholder is permitted to make a nomination or
offer a proposal for a vote at any annual stockholders' meeting.
The Company will furnish, without charge to any stockholder submitting a
written request, a copy of the company's annual report on Form 10-K for 1999
required to be filed with the Securities and Exchange Commission. Such
written request should be directed to Richard A. Ahl, Secretary, at our
address stated above. The Form 10-K report is not a part of the proxy
solicitation materials.
PLEASE SIGN, DATE AND MAIL YOUR PROXY NOW
Cohoes, New York
September 24, 1999
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REVOCABLE PROXY
COHOES BANCORP, INC.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the Board of Directors of Cohoes
Bancorp, Inc., or their successors in office, Proxies, with full power of
substitution, to represent and vote all stock that the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Cohoes Bancorp,
Inc., to be held on October 26, 1999 at 10:00 a.m., Eastern Time, at The
Century House, 997 New Loudon Road, Route 9, Latham, New York, or at any
adjournments thereof upon the matters described in the accompanying Proxy
Statement and upon other business that may properly come before the meeting
or any adjournment thereof. Said Proxies are directed to vote or refrain from
voting as marked hereon upon the matters listed herein, and otherwise in
their discretion.
1. ELECTION OF DIRECTOR for the nominees listed below.
With-
For hold
Arthur E. Bowen [ ] [ ]
Duncan S. Mac Affer [ ] [ ]
Harry L. Robinson [ ] [ ]
Walter H. Speidel [ ] [ ]
For Against Abstain
2. Ratification of the appointment of Arthur
Andersen, LLP as the independent public
accountants for the fiscal year ending
June 30, 2000. [ ] [ ] [ ]
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ABOVE
NOMINEES AND THE OTHER PROPOSAL. PLEASE SIGN, DATE AND RETURN THIS PROXY.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES NAMED ABOVE AND FOR THE OTHER PROPOSAL.
IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED
BY THOSE NAMED IN THIS PROXY IN THEIR JUDGMENT AND DISCRETION. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT
THE MEETING.
<PAGE>
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED. PLEASE
DATE, SIGN AND RETURN IN THE ENCLOSED POST-PAID ENVELOPE.
Date______________________
Signature_______________________Signature if held jointly______________________
Detach above card, sign, date and mail in postage-paid envelope provided.
COHOES BANCORP, INC.
Please sign exactly as your name appears on this card. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
