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
/X/ Definitive Additional Materials
/ / 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.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:_________________________________
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(4) Date filed:_____________________________________________
[Cohoes Bancorp Logo]
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Why YOU Should Protect Your Investment and Support Cohoes Bancorp
Annualized Total Return On Common Stock
January 4, 1999 - October 20, 2000
COHOES BANCORP: +29.4%
SNL $500 MILLION - $1 BILLION THRIFT INDEX: - 6.8%
To Protect and Support Your Investment:
*Vote For Cohoes Proposals 1, 2 and 3
...And Be Sure To
Discard All Proxies From TrustCo and Ambanc
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[Cohoes Bancorp Logo]
Dear Fellow Stockholder:
We recently mailed you proxy material for the Cohoes Bancorp Annual Meeting of
Stockholders, which will be held on November 30, 2000. Please read the
material carefully. It contains important information to help you decide how
to vote. I am writing to you today to tell you why I believe you should
support Cohoes.
Since Cohoes began trading as a public company at the beginning of 1999,
annualized total return to our stockholders has been over 29%. Our
performance far exceeds that of similar-sized competitors, who have
experienced a negative 6.8% annualized total return on their common stock.
Over the same time period, Cohoes' shares have appreciated over 47% while the
price of TrustCo's, and Ambanc's, have declined by 11.2% and 6.7%,
respectively. Cohoes' outstanding performance has been achieved under the
direction of an experienced and independent Board of Directors rich in
expertise and committed to maximizing value for all stockholders.
Both management and the Board are continuing to work hard at maximizing value
for you, our investors. We recently took a series of actions toward that end:
> On September 28, 2000, we announced that we had begun a comprehensive
exploration of all strategic options for Cohoes, including the sale of the
Company. That action reaffirmed the Board's commitment to act in the best
interests of all stockholders. Your Board will duly consider all offers
that are received and will treat all interested parties fairly and equally.
We have already received signed confidentiality agreements from several
larger financial institutions that have been active acquirors.
> On October 19, we increased the quarterly cash dividend on Cohoes common
stock by 14% to 8 cents per share. We also announced our intention to buy
back up to an additional 10% of our shares outstanding.
Now, ignoring our excellent performance and your Board's positive actions,
TrustCo and Ambanc are asking you to elect their nominees to the Cohoes Board.
We firmly believe that, if elected, their nominees will have a conflict of
interest when considering the terms of any proposal submitted by the bank that
nominated them. With Cohoes guided by a Board that strives 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.
We strongly urge you to support your investment in Cohoes by voting the
accompanying BLUE proxy FOR:
* Proposal 1 - Election of Directors - Your Board's Nominees
* Proposal 2 - Amendment to the 1999 Stock Option and Incentive Plan and 1999
Recognition and Retention Plan
* Proposal 3 - Ratification of independent accountants
...And remember, discard all proxies from TrustCo and Ambanc.
In our view, only the Cohoes Board and its nominees give you the BEST chance
to get the BEST value for your investment in Cohoes.
Sincerely,
/s/ Harry L. Robinson
Harry L. Robinson
President and Chief Executive Officer
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[Cohoes Bancorp Logo]
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PROTECT YOUR INVESTMENT IN COHOES BANCORP
*VOTE FOR COHOES PROPOSALS 1, 2 aND 3
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* Vote FOR experienced and highly qualified Directors who are committed
to maximizing value and will act in the best interests of ALL Cohoes
stockholders.
* Vote FOR expertise and continuity.
* Vote FOR Directors whose interests are aligned with yours and all
Cohoes stockholders, and who have a significant financial stake in
the Company's success.
* Vote FOR Directors who are exploring all of the Company's strategic
options, who will duly consider all offers that are received, and who
will treat all interested parties fairly and equally.
* Vote FOR Directors who give you the BEST chance to get the BEST value
for your investment in Cohoes.
If your shares are held by your bank or broker, only they can vote your
shares. Please instruct your bank or broker as soon as possible to vote:
* FOR proposals 1, 2 and 3
You should also complete, sign, date and return the BLUE proxy your bank or
broker sends you.
Your vote is important regardless of the number of shares you own. Please
complete, sign, date and return the BLUE proxy as soon as possible and discard
any and all proxies sent to you by TrustCo and Ambanc.
REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO RETURN THE
BLUE PROXY EVEN IF YOU HAVE ALREADY MAILED IN ANOTHER PROXY.
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If you have any questions or need assistance in voting your shares, please
call our proxy solicitor:
Regan & Associates, Inc.
Telephone Toll Free 1-800-737-3426
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[Cohoes Bancorp Logo]
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The Trouble With TrustCo and Ambanc
Can Be Summed Up In Just A Few Lines:
Annualized Total Return On Common Stock
January 4, 1999 - October 20, 2000
COHOES BANCORP: +29.4%
TRUSTCO: - 2.1%
AMBANC - 1.3%
It's clear that you and all Cohoes' stockholders have fared far better than
the stockholders of TrustCo and Ambanc have since the beginning of 1999. The
annualized total return on your investment has been over 29% since Cohoes
became a public company. This outstanding performance has been achieved under
the strategic direction of the Company's management and Board of Directors.
ON THE OTHER HAND, STOCKHOLDERS OF TRUSTCO AND AMBANC HAVE ACTUALLY LOST MONEY
ON THEIR INVESTMENT! NO WONDER THESE BANKS WANT TO MERGE WITH COHOES!
Both TrustCo and Ambanc want you to replace Cohoes Directors with their own
nominees. We firmly believe that if any of their nominees are elected to your
board, those nominees will have a conflict of interest. Is that in YOUR best
interests? We say NO. We believe only the Cohoes Board and its nominees give
you the best chance to get the best value for your investment in Cohoes.
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[Cohoes Bancorp Logo]
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The choice is yours - you can:
* Re-elect Directors who have helped provide an excellent return on your
investment and who are committed to maximize value and act in the best
interests of ALL Cohoes stockholders
OR
Take a risk with TrustCo's or Ambanc's special-interest nominees who
will, we believe, have a conflict of interest. These hostile actions
could delay or impede your Board's actions to maximize value and
discourage potential bidders for Cohoes.
Your Board of Directors, including our four nominees, represents ALL Cohoes
stockholders and not any single stockholder. We believe that only by
supporting your Board of Directors by voting for our four nominees, can you be
sure of a fair evaluation of the strategic options to maximize value.
Protect Your Investment in Cohoes
Vote FOR
* Proposal 1 - Election of Directors - Your Board's Nominees
* Proposal 2 - Approval of Amendment to the 1999 Stock Option
and Incentive Plan and 1999 Recognition and
Retention Plan
* Proposal 3 - Ratification of independent accountants
...And be sure to discard all proxies from TrustCo and Ambanc.
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[Cohoes Bancorp Logo]
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LET'S ANSWER SOME OF YOUR QUESTIONS
Q. What am I being asked to vote on exactly?
A. You are being asked to vote on three matters that your Board of
Directors has proposed. They are:
> Proposal 1 - To re-elect the four Cohoes nominees to the Board of
Directors
> Proposal 2 - To amend the Company's 1999 Stock Option and
Incentive Plan and the Company's 1999 Recognition and
Retention Plan
> Proposal 3 - To ratify the appointment of an independent public
accountant
Your Board of Directors is committed to maximizing stockholder value and
has begun a comprehensive exploration of all strategic options for
Cohoes, including the sale of the Company to a larger financial
institution. TrustCo and Ambanc are asking you to elect their nominees
to the Cohoes Board. We firmly believe that, if elected, their nominees
will have a conflict of interest when considering all of the proposals
that are received, particularly when comparing the terms of any proposal
submitted by the bank that nominated them with proposals from others.
We therefore strongly urge you to protect your investment in Cohoes and
vote on the BLUE proxy FOR Proposals 1, 2 and 3. You should also
discard any and all proxies that you receive from TrustCo and Ambanc.
Q. Why should I vote to elect the Cohoes nominees over those proposed by
TrustCo and Ambanc?
A. We believe that the Cohoes nominees are the ONLY qualified nominees to
serve in your best interests. Remember, since Cohoes became a public
company, it has produced a total return to stockholders far in excess of
that produced by similar-sized institutions in our industry as well as
that produced by both TrustCo and Ambanc. That record has been achieved
by Cohoes' management under the guidance of your Board of Directors.
Messrs. Casabonne, DeLaMater, O'Hearn and Paton are fellow stockholders
and are current Cohoes Directors with broad knowledge and extensive
experience with the Company and the banking industry. The Board
believes that they are the most qualified persons to assist in our
evaluation of strategic alternatives. In contrast, not one of the four
persons nominated by TrustCo owns a single share of Cohoes' common
stock!
Cohoes' nominees are stockholders and have a significant financial stake
in the Company's future success; they are fully committed to delivering
value to ALL Cohoes stockholders.
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[Cohoes Bancorp Logo]
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Q. What will happen if the Board's nominees are not re-elected?
A. We believe that your investment in Cohoes is at risk with TrustCo's or
Ambanc's special-interest nominees who, we believe, will have a conflict
of interest and could delay or impede your Board's strategic actions to
maximize value.
Q. Why are you amending the Company's 1999 Stock Option and Incentive Plan
and the Company's 1999 Recognition and Retention Plan?
A. These plans are designed to retain and attract the best-qualified
directors and employees for your Company. In order to maintain
appropriate personnel, especially during our exploration of a sale of
the Company, it is essential that we remain competitive within the
banking industry. The proposed modifications would make the plans
consistent with those of our competitors and would allow us to maintain
a competitive edge within the industry.
Q. What if I have already sent in a proxy to TrustCo or Ambanc?
A. You can easily change your vote by signing, dating and returning the
enclosed BLUE proxy. Only your latest dated proxy counts. Please
complete, sign, date and return the enclosed BLUE proxy today.
Q. What will happen if I do not vote at all? Can failing to vote be costly
to me?
A. If you do not vote, we believe you harm your chances to get the best
value for your Cohoes shares. If you do not sign, date and return a
proxy, your shares will NOT be counted. Your vote is important
regardless of the number of shares that you own. We therefore urge you
to send in the BLUE proxy.
Q. What do I need to do now?
A. To protect your investment in Cohoes, here is all you need to do:
* Vote FOR Cohoes Proposals 1, 2 and 3
...And be sure to discard all proxies from TrustCo and Ambanc.
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[Cohoes Bancorp Logo]
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SUPPORT THE NOMINEES WHO CAN GIVE YOU THE BEST CHANCE TO GET THE BEST VALUE
FOR YOUR INVESTMENT IN COHOES
Vote the BLUE proxy form FOR
* Proposal 1 - Election of Directors - Your Board's Nominees
* Proposal 2 - Approval of Amendment to the 1999 Stock Option and
Incentive Plan and 1999 Recognition and Retention Plan
* Proposal 3 - Ratification of independent accountants
...And Be Sure To Discard All Proxies From TrustCo and Ambanc
Please complete, sign, date and return the enclosed BLUE proxy TODAY.
If your shares are held by your bank or broker, only they can vote your
shares. Please instruct your bank or broker as soon as possible to vote:
* FOR proposals 1, 2 and 3
You should also sign, date and return the BLUE proxy your bank or broker sends
you.
If you have any questions or need assistance in voting your shares, please
call our proxy solicitor:
Regan & Associates, Inc.
Telephone Toll Free 1-800-737-3426
VOTE TODAY!
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