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
Date of Report (Date of earliest event reported):November 24, 2000
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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 (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
75 Remsen Street,Cohoes, New York, 12047
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 233-6500
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
On November 24, 2000, Cohoes Bancorp, Inc. (the "Company"), Hudson River
Bancorp, Inc. ("Hudson River") and Hudson River Bank & Trust Company ("Hudson
River Bank"), entered into a definitive agreement (the "Merger Agreement")
pursuant to which Hudson River Bank will acquire the Company (the "Merger").
The Merger Agreement calls for Hudson River Bank to pay $19.50 in cash for
each outstanding share of Cohoes common stock, other than certain shares
granted pursuant to the Company's 1999 Recognition and Retention Plan. In
addition, pursuant to the Merger Agreement, Cohoes Savings Bank, the wholly
owned subsidiary of the Company, will merge with Hudson River Bank.
In connection with the Merger Agreement, Hudson River and the Company
agreed to terminate the option agreement (the "Option Agreement") pursuant
to which the Company granted Hudson River an option, exercisable under
certain circumstances, to purchase shares of Company common stock in an
amount equal to 19.9% of the total number of outstanding shares of the
Company's common stock as of the day the option becomes exercisable. The
Company has retained its previously granted option, exercisable under
certain circumstances, to purchase shares of Hudson River common stock in an
amount equal to 19.9% of the total number of outstanding shares of Hudson
River's common stock as of the day the option becomes exercisable. The
parties further agreed that in the event the Merger is not consummated under
certain circumstances, the Company will pay either Hudson River or Hudson
River Bank liquidated damages of $4.7 million.
The Merger will be accounted for as a purchase and is currently expected
to close in the second quarter of 2001. The Merger Agreement has been
approved by the boards of directors of each company. However, it is subject to
certain other conditions, including the approval of the stockholders of the
Company and the approvals of state and federal regulatory authorities.
The foregoing information does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement attached
hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
See Exhibit Index
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 hereunto duly authorized.
COHOES BANCORP, INC.
Date: November 30, 2000 By:/s/ Richard A. Ahl
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Richard A. Ahl
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of
November 24, 2000, between Hudson River
Bancorp, Inc., Hudson River Bank & Trust
Company and Cohoes Bancorp, Inc.
2.2* Press release dated November 24, 2000 made
jointly on November 24, 2000 by Hudson River
Bancorp, Inc. and Cohoes Bancorp, Inc.
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* Incorporated by reference from the filing made with the Securities and
Exchange Commission on November 27, 2000 by the Company as additional
definitive proxy materials and as a Rule 425 communication.