SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 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) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:_______
(2) Aggregate number of securities to which transaction applies:__________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):__________________________________________________________
(4) Proposed maximum aggregate value of transaction:______________________
(5) Total fee paid:_______________________________________________________
/ / 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:_________________________________
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(3) Filing party:___________________________________________
(4) Date filed:_____________________________________________
FOR IMMEDIATE RELEASE
COHOES FILES DEFINITIVE PROXY MATERIALS FOR ANNUAL MEETING
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Company Urges Stockholders to Support Director Nominees
Discloses That TrustCo and Ambanc Have Not Signed Confidentiality Agreements
COHOES, NY - October 24, 2000 - Cohoes Bancorp, Inc. (Nasdaq:COHB) announced
today that it has filed definitive proxy materials with the Securities and
Exchange Commission for its November 30, 2000 Annual Meeting of Stockholders
and has mailed the materials to its stockholders.
In a letter to stockholders, Harry L. Robinson, President and Chief Executive
Officer, urged Cohoes stockholders to vote for the Cohoes Director nominees.
"Your Board of Directors has publicly announced that it is exploring all of
the Company's strategic options, including a sale of Cohoes Bancorp, Inc. to a
larger financial institution...We will duly consider all offers that are
received and will treat all interested parties fairly and equally." Referring
to indications that TrustCo Bank Corp and Ambanc Holding Co. intend to name
their own nominees, Mr. Robinson said, "We are concerned their nominees will
have a conflict of interest when considering the terms of any proposal
submitted by the bank that nominated them. Because your Board intends to act
in the best interests of all stockholders, we believe these hostile actions
are unnecessary, are disruptive and may delay or impede our efforts to
maximize value for all of our stockholders."
Cohoes also announced that, in connection with its comprehensive examination
of strategic options, it has received signed standard confidentiality
agreements from several parties interested in a potential transaction with
Cohoes. Cohoes said that it also invited TrustCo and Ambanc to participate in
the process on the same terms as all other interested parties and sent both
organizations the same standard confidentiality agreement. Neither TrustCo nor
Ambanc have executed the agreement.
Mr. Robinson said, "The commitment of Cohoes Board of Directors to maximize
shareholder value is resolute and multi-pronged. Just last week, we increased
the quarterly cash dividend paid to stockholders by 14% and announced our
intention to repurchase up to an additional 10% of our stock. And, we
continue to actively pursue a sale of the Company. We believe only the
existing Cohoes Board can give our
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Cohoes Bancorp / Page 2
stockholders the best chance to get the best value for their investment in
Cohoes. We urge stockholders to support the Cohoes nominees and to vote for
all Cohoes proposals.
"We are disappointed that TrustCo and Ambanc have not signed a standard
confidentiality agreement. This is the same agreement that several other
financial institutions have already signed and returned to our investment
banker. Even though TrustCo and Ambanc have chosen at this time not to
participate in our fair and impartial evaluation of strategic options, we will
continue to review any proposals that they may wish to present," Mr. Robinson
concluded.
The Company is a unitary holding company which owns all of the capital stock
of Cohoes Savings Bank, which maintains a network of 21 full service branch
offices in upstate New York. On September 30, 2000, the Company had $739.3
million in assets and $122.8 million in stockholders' equity.
This release may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that involve risk and
uncertainty. It should be noted that a variety of factors could cause Cohoes'
actual results and experience to differ materially from the anticipated
results or expectations expressed in the forward-looking statements. Cohoes
does not undertake, and specifically disclaims, any obligation to publicly
release the results of any revisions which may be made to any forward-looking
statements to reflect the occurrence of anticipated or unanticipated events or
circumstances after the date of such statements.
Cohoes intends to file a Solicitation/Recommendation Statement in response to
any Tender Offer Statement that may be filed by TrustCo Bank Corp NY. WE URGE
INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain, free of charge, the
Solicitation/Recommendation Statement filed by Cohoes at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by Cohoes are
available free of charge from the Secretary of Cohoes at 75 Remsen Street,
Cohoes, New York 12047, telephone (518) 233-6500.
Cohoes and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the upcoming
annual meeting of stockholders. INFORMATION ABOUT THE PARTICIPANTS MAY BE
OBTAINED THROUGH THE SEC'S WEBSITE FROM THE PROXY MATERIALS FILED BY COHOES
WITH THE SEC.
# # #
(A copy of the letter mailed to Cohoes stockholders immediately follows)
[COHOES BANCORP LETTERHEAD]
October 23, 2000
Dear Fellow Stockholder:
Your Board of Directors has publicly announced that it is exploring all
of the Company's strategic options, including a sale of Cohoes Bancorp, Inc.
to a larger financial institution. Your Board has engaged Keefe, Bruyette &
Woods to assist us in this effort. We are committed to maximizing value for
you, our stockholders. We will duly consider all offers that are received and
will treat all interested parties fairly and equally.
Despite your Board's actions, two competing banks have indicated they
intend to solicit proxies for their own nominees. We are concerned that their
nominees will have a conflict of interest when considering the terms of any
proposal submitted by the bank that nominated them. Because your Board
intends to act in the best interests of ALL stockholders, we believe these
hostile actions are unnecessary, are disruptive and may delay or impede our
efforts to maximize value for all of our stockholders.
Your Board is committed to maximizing stockholder value. We believe
that only by supporting your Board of Directors can you be sure of a fair
evaluation of the strategic options to maximize value. We urge you to vote
"FOR" each of the Board's nominees for director and "FOR" each other matter to
be considered on the enclosed BLUE proxy.
You are cordially invited to attend the Annual Meeting of Stockholders
of Cohoes Bancorp, Inc. The meeting will be held at the Cohoes Community
Center, 22-40 Remsen Street, Cohoes, New York on Thursday, November 30, 2000
at 4:00 p.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 BLUE proxy
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.
Your vote is important regardless of the number of shares you own.
Please complete, sign and return the accompanying BLUE proxy promptly. Do not
return any proxy cards sent to you by our competitors.
On behalf of the Board of Directors, I thank you for your continued
support. If you have any questions, please do not hesitate to contact our
proxy solicitor, Regan & Associates, at 1-800-737-3426.
Sincerely,
Harry L. Robinson
President and Chief Executive Officer
