SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
September 28, 2000
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(Date of earliest event reported)
Cohoes Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-25027 14-1807865
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
75 Remsen Street, Cohoes, New York 12047
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(Address of principal executive offices) (Zip Code)
(518) 233-6500
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
Item 5. Other Events
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On April 25, 2000, the boards of directors of Hudson River Bancorp, Inc.
("Hudson River"), the holding company of Hudson River Bank & Trust Company,
and Cohoes Bancorp, Inc. ("Cohoes"), the holding company of Cohoes Savings
Bank, entered into a merger agreement (the "Agreement") to combine in a merger
of equals (the "Merger"). On September 28, 2000, Cohoes and Hudson River
announced the execution of a Termination and Settlement Agreement (the
"Termination Agreement"), which terminated the Agreement. The Agreement was
terminated as a result of the Merger not being approved by the requisite vote
of the shareholders of Cohoes at the special meeting held on August 17, 2000.
In connection with the termination of the Agreement, both Cohoes and Hudson
River also amended their reciprocal stock option agreements (the "Amendments")
to cap the economic value of their reciprocal stock option agreements at $3.5
million. Cohoes also announced on September 28, 2000 that it will immediately
commence a comprehensive exploration of all strategic options, which could
include the sale of Cohoes to a larger financial institution.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the Termination Agreement, the
Amendments and the press releases attached hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits
See Exhibit Index
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COHOES BANCORP, INC.
Date: October 4, 2000 By: /s/ Richard A. Ahl
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Richard A. Ahl
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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2.1 Termination and Settlement Agreement, dated as
of September 28, 2000, between Cohoes Bancorp,
Inc. and Hudson River Bancorp, Inc.
2.2 Amendment No. 1 to the Stock Option Agreement
dated as of April 25, 2000 between Cohoes
Bancorp, Inc. and Hudson River Bancorp, Inc.,
dated as of September 28, 2000.
2.3 Amendment No. 1 to the Stock Option Agreement
dated as of April 25, 2000 between Hudson
River Bancorp, Inc. and Cohoes Bancorp, Inc.,
dated as of September 28, 2000.
99.1 Press Release dated September 28, 2000(1)
99.2 Press Release dated September 28, 2000(1)
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(1) Incorporated by reference from filings made pursuant to Rule 425 and/or
Rule 14a-12 with the Securities and Exchange Commission on September 29,
2000.
