SCHEDULE 14A/A
(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 / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ x /Preliminary Proxy Statement / /Confidential, for the use of the Commission
only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
HUDSON RIVER BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
TRUSTCO BANK CORP NY
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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:
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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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / 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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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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<PAGE>
[TRUSTCO LOGO]
July __, 2000
Dear Hudson Stockholder:
AS YOU KNOW, ON JUNE 26, 2000, TRUSTCO BANK CORP NY ANNOUNCED ITS
INTENTION TO COMMENCE A TENDER OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF
HUDSON RIVER BANCORP, INC. COMMON STOCK FOR SHARES OF TRUSTCO COMMON STOCK EQUAL
IN VALUE TO $14.00. We are also seeking, in connection with the consummation of
our exchange offer, to enter into an agreement with Hudson providing for a
follow-up merger between Hudson and TrustCo or a wholly owned subsidiary of
TrustCo in which each remaining Hudson common share would be exchanged for the
same per share consideration paid to Hudson stockholders in the exchange offer.
Our offer will be made by a prospectus and letter of transmittal which will be
mailed separately to you. You should read the prospectus carefully because it
contains important information concerning the terms and conditions of our offer.
As you know, Hudson has entered into a merger agreement with Cohoes
Bancorp, Inc. in which Hudson will be the surviving corporation in the merger.
In the Proposed Cohoes Merger, each outstanding share of Cohoes common stock
would be converted into 1.185 shares of Hudson common stock. The Hudson Board of
Directors is soliciting your vote to approve its Proposed Cohoes Merger. AS
DISCUSSED IN THE ACCOMPANYING PROXY STATEMENT, WE BELIEVE OUR PROPOSED EXCHANGE
OFFER AND FOLLOW-UP MERGER WILL PROVIDE YOU A SIGNIFICANT PREMIUM AND GREATER
VALUE THAN THE PROPOSED COHOES MERGER.
In connection with the Proposed Cohoes Merger, Hudson has
scheduled its annual meeting of stockholders to be held on August 17, 2000. If
Hudson stockholders reject the Proposed Cohoes Merger at that meeting, we
believe your board of directors should respect that vote and take all necessary
action to allow our offer to proceed.
WE URGE YOU TO VOTE AGAINST THE PROPOSED COHOES MERGER BECAUSE:
o Our offer provides a significant premium for your Hudson shares
over current market prices. Based on average closing prices for
Hudson common stock over the 20 trading days before we made our
June 8, 2000 merger proposal to the Hudson board of directors,
the value of our offer represented an average premium of more
than 47.5% over the average closing price of Hudson stock over
that 20 day period.
o Our offer represents a significant increase in cash dividends to
Hudson shareholders based on historical practices. Currently,
Hudson shareholders receive cash dividends at a rate of $0.20 a
year for each Hudson share. Under TrustCo's offer, the cash
dividends payable on each Hudson share would be $0.68 a year, an
increase of 240%. Because the actual number of shares of TrustCo
stock that you will receive is not yet fixed, the estimated
amount of cash dividends you will receive will fluctuate with the
value of TrustCo stock. To maintain present dividend levels,
TrustCo will be required to distribute approximately 85% of the
pro forma net income for TrustCo and Hudson (taking into
consideration the estimated $15.0 million in cost savings TrustCo
expects to achieve and the additional Hudson common stock that
would be outstanding if Cohoes exercises its option to acquire
3,093,765 shares of Hudson common stock).
<PAGE>
TrustCo currently distributes approximately 79% of its net income
in the form of cash dividends. Although TrustCo believes that,
upon completion of its proposed acquisition of Hudson (as well as
the proposed acquisition of Cohoes, which is described in the
accompanying proxy statement), it will have the resources to
continue to pay dividends consistent with its past practices, the
declaration and payment of dividends is within the discretion of
TrustCo's board of directors, and, to the extent TrustCo's board
determines that the payment of such dividends may have an adverse
effect upon TrustCo's growth potential, level of customer service
or financial condition, the board may decide to reduce dividend
payment rates.
o One of the conditions of our offer is that the merger with Cohoes
NOT be approved by the stockholders of Hudson. As a result, for
you to have an opportunity to exchange your Hudson shares for the
consideration offered in our offer, the Proposed Cohoes Merger
MUST NOT be approved by the holders of a majority of the shares
of Hudson common stock.
o Your vote AGAINST the Cohoes merger will send a strong message to
the Hudson Board of Directors that you want to preserve your
opportunity to accept the superior consideration represented by
our offer and that you reject a transaction which does not
provide more value to shareholders.
YOUR VOTE IS ESSENTIAL! IF YOU WANT THE OPPORTUNITY TO CONSIDER THE
TRUSTCO OFFER, VOTE AGAINST THE PROPOSED COHOES MERGER BY SIGNING, DATING AND
RETURNING THE ACCOMPANYING GREEN PROXY CARD TODAY.
Even if you previously have submitted a proxy card furnished by the
Hudson Board, it is not too late to change your vote by simply signing, dating
and returning the enclosed GREEN proxy card today.
WE URGE YOU TO PROTECT YOUR INTERESTS-- PLEASE SIGN, DATE AND RETURN
THE GREEN PROXY CARD TODAY.
Thank you for your consideration and support.
Sincerely,
/s/ Robert A. McCormick
------------------------
Robert A. McCormick
President and
Chief Executive Officer
<PAGE>
IMPORTANT
1. If your Hudson shares are held in your own name, please sign, date
and mail the enclosed GREEN proxy card to Georgeson Shareholder
Communications Inc. in the postage-paid envelope provided.
2. If your Hudson shares are held in "street-name," only your broker or
bank can vote your shares and only upon receipt of your specific
instructions. If your shares are held in "street-name," deliver the
enclosed GREEN proxy card to your broker or bank and contact the
person responsible for your account to vote on your behalf and to
ensure that a GREEN proxy card is submitted on your behalf. TrustCo
urges you to confirm in writing your instructions to the person
responsible for your account and to provide a copy of those
instructions to TrustCo in care of Georgeson Shareholder Communications
Inc. at 17 State Street, 10th Floor, New York, New York 10004 so that
TrustCo will be aware of all instructions given and can attempt
to ensure that such instructions are followed.
3. Only stockholders of record on June 20, 2000 are entitled to vote at
the annual meeting of Hudson stockholders. TrustCo urges each
stockholder to ensure that the record holder of his or her shares
signs, dates and returns the enclosed GREEN proxy card as soon as
possible.
Do not sign or return any proxy card you may receive from Hudson.
If you have any questions or need assistance in voting your shares,
please call:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Toll Free: 1-800-223-2064
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED MERGER WITH COHOES BANCORP, INC. AND IS NEITHER AN
OFFER TO SELL ANY SHARES OF TRUSTCO COMMON STOCK NOR A REQUEST FOR THE TENDER OF
HUDSON COMMON STOCK. THE TRUSTCO EXCHANGE OFFER IS BEING REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND IS BEING MADE ONLY BY MEANS OF A PROSPECTUS AND
RELATED LETTER OF TRANSMITTAL, WHICH WILL BE MAILED SEPARATELY TO HUDSON
STOCKHOLDERS.
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
HUDSON RIVER BANCORP, INC.
TO BE HELD ON AUGUST 17, 2000
PROXY STATEMENT
OF
TRUSTCO BANK CORP NY
SOLICITATION OF PROXIES
IN OPPOSITION TO THE PROPOSED MERGER OF
HUDSON RIVER BANCORP, INC. AND COHOES BANCORP, INC.
This Proxy Statement and the enclosed GREEN proxy card are
furnished by TrustCo Bank Corp NY, a New York corporation ("TrustCo"), in
connection with its solicitation of proxies to be used at the annual meeting
(the "Annual Meeting") of stockholders of Hudson River Bancorp, Inc., a Delaware
corporation ("Hudson"), to be held on August 17, 2000, at the St. Charles Hotel
and Restaurant, 16 Park Place, Hudson, New York, 3:00 p.m. local time, and at
any adjournments, postponements or reschedulings thereof. Pursuant to this Proxy
Statement, TrustCo is soliciting proxies from holders of shares of common stock
of Hudson ("Hudson Common Stock") to vote AGAINST the proposed merger of Cohoes
Bancorp, Inc., a Delaware corporation ("Cohoes"), with Hudson (such proposed
merger, the "Proposed Cohoes Merger"). Hudson has set June 20, 2000 as the
record date for determining those stockholders who will be entitled to vote at
the Annual Meeting. This Proxy Statement and the enclosed GREEN proxy are first
being mailed to stockholders of Hudson on or about July __, 2000. The principal
executive offices of Hudson are located at One Hudson City Centre, Hudson, New
York 12534 (518) 828-4600.
THE TRUSTCO OFFER
TrustCo intends to commence an offer (the "TrustCo Offer") to exchange
each outstanding share of Hudson Common Stock for common stock of TrustCo
("TrustCo Common Stock") with a value of $14.00. The terms and conditions of the
TrustCo Offer are set forth in a preliminary prospectus (as such prospectus may
be amended or supplemented, the "Exchange Offer Prospectus") and the related
letter of transmittal, which are included in the Registration Statement on
Form S-4 (the "Registration Statement") filed by TrustCo with the Securities and
Exchange Commission (the "Commission") on July 11, 2000 and will be mailed
separately to Hudson stockholders. Hudson stockholders are urged to read the
Exchange Offer Prospectus carefully because it contains important information
concerning the TrustCo Offer.
Based on the closing price of Hudson Common Stock on the Nasdaq
on June 23, 2000 (the last trading day before the announcement of the TrustCo
Offer), the TrustCo Offer with a value of $14.00 per Hudson share represented a
35% premium over the closing price of Hudson Common Stock on the Nasdaq on
June 23, 2000. Based on July 13, 2000 closing prices on the Nasdaq, the TrustCo
Offer of $14.00 of TrustCo Common Stock per share of Hudson Common Stock
represents a 21% premium over the $11.5625 closing price of Hudson common stock.
TrustCo believes that the increase in the price of Hudson Common Stock and
Cohoes common stock is attributable primarily to the effect of the announcement
of the TrustCo Offer upon the market for Hudson Common Stock and Cohoes common
stock. The number of shares of TrustCo Common Stock that Hudson stockholders
would receive under the TrustCo Offer will be determined by the average closing
price of TrustCo Common Stock on the Nasdaq over a 20-day period ending five
days before the closing on our offer. As a result, the value of the actual
<PAGE>
number of shares of TrustCo Common Stock that Hudson stockholders receive may be
worth more or less than $14.00 depending on the value of TrustCo Common Stock on
the closing date as compared to the average value used to determine the number
of shares of TrustCo Common Stock that Hudson stockholders will receive.
TrustCo is seeking, upon the valid termination of the merger agreement
between Hudson and Cohoes, to negotiate a definitive merger agreement with
Hudson pursuant to which Hudson would, as soon as practicable following the
completion of the TrustCo Offer, merge with TrustCo or a wholly owned subsidiary
of TrustCo (the "Proposed TrustCo Merger"). The purpose of the TrustCo Offer and
the Proposed TrustCo Merger is to enable TrustCo to acquire control of, and
ultimately the entire equity interest in, Hudson. The TrustCo Offer, as the
first step in TrustCo's proposed acquisition of Hudson, is intended to
facilitate the acquisition of a majority of the outstanding shares of Hudson
Common Stock. The purpose of the Proposed TrustCo Merger is to acquire all
shares of Hudson Common Stock not exchanged pursuant to the TrustCo Offer or
otherwise. Pursuant to the Proposed TrustCo Merger, each then outstanding share
of Hudson Common Stock (other than shares owned by TrustCo and shares held in
the treasury of Hudson) would be converted into the right to receive the same
number of shares of TrustCo Common Stock as would be received in the TrustCo
Offer.
REASONS FOR THE TRUSTCO OFFER
TrustCo believes that the acquisition of Hudson by TrustCo represents
a compelling opportunity to enhance value for both Hudson and TrustCo
stockholders. Specifically, TrustCo estimates that a combination of TrustCo and
Hudson would result in: (i) accretion to TrustCo's reported diluted earnings per
share of 7% for 2001 and accretion to TrustCo's diluted cash earnings per share
(i.e., reported earnings before amortization of intangibles) of 8% in 2001; and
(ii) an increase in TrustCo's tangible book value from $3.19 per share as of
December 31, 1999 to an estimated $5.08 per share on a pro forma basis. These
amounts, however, are estimates only, and TrustCo can give no assurances that
the estimated values will be obtained.
In addition, TrustCo believes that the combination of TrustCo and
Hudson will produce substantial benefits for Hudson stockholders, including the
following.
o SIGNIFICANT PREMIUM. Based on average closing prices for
Hudson common stock over the 20 trading days before we made
our June 8, 2000 merger proposal to the Hudson board of
directors, the value of our offer has represented an average
premium of more than 47.5% over the average closing price of
Hudson Common Stock over that 20 day period. Based on the
closing price of Hudson Common Stock on June 23, 2000 (the
last trading day before the announcement of the
TrustCo Offer), the TrustCo Offer represented a 35% premium
over the closing price of Hudson Common Stock. Based on
July 13, 2000 closing price of Hudson Common Stock, the
TrustCo Offer represents a premium of approximately 21%.
o BETTER LONG-TERM GROWTH PROSPECTS. TrustCo believes that
a combination of TrustCo and Hudson has better long-term
growth prospects for Hudson stockholders than the Proposed
Cohoes Merger. Although the price of TrustCo Common Stock
has decreased 17.5% between December 31, 1998 and July 13,
2000 (from $15.00 to $12.375, respectively), TrustCo has a
history of strong profitability and growth in shareholder
value based on several common benchmarks used to measure
performance. On the basis of total return to shareholders*,
TrustCo has significantly
* Defined as stock price appreciation plus reinvestment of
all dividends in common stock of the issuer on a pre-tax
basis through December 31, 1999.
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outperformed both Hudson and Cohoes. For the last 3-year,
5-year and 7-year periods, TrustCo's total return to
shareholders, on an annual basis, has averaged 23.02%, 24.58%
and 23.32%, respectively.
A comparison of TrustCo's operating performance data to operating
performance data of Hudson, Cohoes, a "regional group" and a "highly valued
group" demonstrates TrustCo"s superior operating performance across most
(although not all) of the operating performance data detailed below. This table
sets forth the comparative data as of and for the twelve months ended March 31,
2000 for Hudson, the "regional group" and the "highly valued group", and as of
December 31, 1999 for Cohoes and TrustCo.
<TABLE>
<CAPTION>
Highly
Regional Valued
TrustCo Hudson Cohoes Group (1) Group (2)
<S> <C> <C> <C> <C> <C>
Total Assets (In Thousands) $2,364,022 $1,149,547 $707,884 $1,090,996 $1,248,561
Asset growth rate of total asset (4.87%) 30.46% (.05)% 8.02% 10.10%
Tangible equity/assets 7.04% 16.45% 18.34% 7.97% 6.01%
Intangible assets/total equity 0.00% 5.79% 0.00% 1.52% 1.12%
Net loans/total assets 54.74% 69.96% 80.00% 65.64% 66.25%
Cash and securities/total assets 29.41% 23.68% 17.57% 31.02% 30.56%
Gross loans/total deposits 67.71% 110.06% 119.88% 97.98% 99.99%
Total borrowings/total assets 6.46% 13.16% 12.50% 21.25% 25.68%
Non-performing assets/total assets 0.49% 1.04% 0.74% 0.47% 0.48%
Loan loss reserve/gross loans 4.14% 2.38% 0.78% 1.17% 1.08%
Net interest margin 4.16% 4.83% 4.14% 3.27% 3.11%
Loan loss provision/average assets 0.21% 0.62% 0.28% 0.12% 0.08%
Non-interest income/average assets 0.64% 0.25% 0.43% 0.36% 0.48%
Non-interest expense/average assets 1.89% 2.80% 2.55% 2.13% 2.27%
Efficiency ratio 38.62% 52.77% 59.36% 59.02% 54.10%
Return on average assets 1.58% 0.96% 0.92% 0.97% 1.09%
Return on average equity(3) 22.52% 4.58% 4.47% 10.43% 15.69%
Price/tangible book value per share 426.05% 70.01% 67.66% 117.31% 155.04%
Price/earnings per share 19.49x 14.71x 15.97x 9.17x 9.53x
Dividend yield 4.23% 1.25% 1.79% 1.52% 3.62%
Dividend payout ratio 79.16% 18.46% 26.09% 23.12% 32.25%
</TABLE>
--------------------
(1) Averages for the "regional group" consist of data obtained
from the Prospectus, dated July 3, 2000, filed by Hudson
with the Commission on July 11, 2000 with respect to the
Proposed Cohoes Merger.
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<PAGE>
(2) Averages for the "highly valued group" consist of data
obtained from the Prospectus, dated July 3, 2000, filed by
Hudson with the Commission on July 11, 2000 with respect to
the Proposed Cohoes Merger.
(3) Average shareholders equity for TrustCo excludes market
adjustment for securities available for sale.
Of course, past performance is not a guarantee of future results. However, as
evidenced from the figures set forth above, TrustCo has consistently achieved
strong profitability and operating results and superior shareholder returns. If
successful, TrustCo's offers to acquire Hudson and Cohoes would result in
dilution of the tangible book value per share of Hudson and Cohoes stockholders.
As of March 31, 2000, the tangible book value per share of TrustCo, Hudson and
Cohoes was $3.19, $12.11 and $14.90, respectively. Upon compleation of TrustCo's
proposed acquisition of Hudson, TrustCo's tangible book value per share would be
$5.08 and, upon compleation of TrustCo's proposed acquisition of Hudson and
Cohoes, TrustCo's tangible book value per share would be $5.84.
o IMPROVED CASH DIVIDENDS. According to the July 3, 2000
proxy statement/prospectus distributed by Hudson and Cohoes
with respect to the Proposed Cohoes Merger, Hudson
shareholders have received dividends at a rate of $0.20 per
share and are expected to receive dividends of $0.24 per
share following the Proposed Cohoes Merger. BASED ON
TRUSTCO'S CURRENT ANNUAL DIVIDEND OF $0.60 PER SHARE, HUDSON
STOCKHOLDERS WOULD RECEIVE A PRO FORMA EQUIVALENT DIVIDEND
OF $0.68, OR MORE THAN 240% ABOVE HUDSON'S CURRENT ANNUAL
DIVIDEND RATE. Because the actual number of shares of TrustCo
Common Stock that Cohoes stockholders will receive is not
yet fixed, the estimated amount of cash dividends Cohoes
stockholders will receive will fluctuate with the value of
TrustCo Common Stock. In the past five years, on a
compounded basis, TrustCo has achieved an 11% annual growth
rate in its per share dividend. During the year ended
December 31, 1999, TrustCo paid out approximately 79% of
its net income in the form of cash dividends. TrustCo
anticipates (assuming it realizes the estimated $15 million
in cost savings from combining with Hudson and continues
to pay the same percentage of income in the form of cash
dividend) that the dividend rate for the year ended December
31, 1999 would have been $0.58 per share, as compared to the
annualized dividend rate of $0.60 per share for 2000.
Further, assuming that Cohoes' option to acquire 19.9% of
Hudson Common Stock is exercised, the dividend rate for
the year ended December 31, 1999 would have been $0.56 per
share. Although TrustCo believes that, upon completion of
its proposed acquisition of Hudson (as well as the proposed
acquisition of Cohoes, which is described below), it will
have the resources to continue to pay dividends consistent
with its past practices, the declaration and payment of
dividends is within the discretion of TrustCo's board of
directors, and, to the extent TrustCo's board determines
that the payment of such dividends may have an adverse effect
upon TrustCo's growth potential, level of customer service
or financial condition, the board may decide to reduce
dividend payment rates.
CONDITIONS TO THE TRUSTCO OFFER
The TrustCo Offer is conditioned upon, among other things: (i) there
being validly tendered and not withdrawn prior to the expiration of the TrustCo
Offer a number of shares of Hudson Common Stock which, together with the 108,500
shares of Hudson Common Stock now owned by TrustCo, would represent at least a
majority of the total number of outstanding Hudson Common Stock on a fully
diluted basis; (ii) the receipt of all regulatory approvals sought by TrustCo in
connection with the transactions contemplated by the TrustCo Offer without the
imposition of any material condition unacceptable to TrustCo, the expiration of
all required waiting periods, and the compliance by TrustCo with any terms or
conditions of such approvals (the "Regulatory Approval Condition"); (iii) either
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<PAGE>
the Hudson Board of Directors (the "Hudson Board") having approved the TrustCo
Offer and the Proposed TrustCo Merger and having amended the charter of Hudson
River Bank & Trust Company to eliminate the provisions thereof prohibiting the
direct or indirect ownership of more than 10% of any class of an equity security
of Hudson River Bank & Trust Company or, in lieu of such actions, TrustCo being
satisfied, in its sole discretion, that Section 203 of the Delaware General
Corporation Law (the "DGCL") (which generally prohibits transactions between a
Delaware corporation and a 15% or greater shareholder unless certain conditions,
such as the prior approval of the Delaware corporation' board, have been
satisfied) and the anti-takeover provisions of Hudson' Certificate of
Incorporation ("Hudson' Certificate") and the charter of Hudson River Bank &
Trust Company are invalid or are not applicable to the transactions contemplated
by the TrustCo Offer and the Proposed TrustCo Merger (the "Removal of
Impediments Condition"); (iv) the approval of the issuance of shares of TrustCo
Common Stock pursuant to the TrustCo Offer by the holders of a majority of the
shares of TrustCo Common Stock voted at a meeting of such holders at which the
total number of votes cast represents over fifty percent in interest of all
shares of TrustCo Common Stock outstanding on the applicable record date (the
"TrustCo Stockholder Approval Condition"); (v) the receipt of an opinion of
counsel that the TrustCo Offer and the Proposed TrustCo Merger qualify as a
reorganization under SECTION 368(a)(1)(A) of the Internal Revenue Code of 1986,
as amended; (vi) since June 30, 1999, there being no material adverse change, or
any prospective material adverse change, in the financial condition, business or
assets of Hudson; (vii) the termination of the Agreement and Plan of Merger
dated April 25, 2000 between Hudson and Cohoes (the "Hudson/Cohoes Merger
Agreement"); (viii) the termination of the Stock Option Agreement dated April
25, 2000 between Hudson and Cohoes (the "Cohoes Option Agreement") and surrender
to Hudson of the option granted to Cohoes thereunder; (ix) the stockholders of
Hudson not approving the Proposed Cohoes Merger; (x) TrustCo and Hudson entering
into a definitive merger agreement; and (xi) the Registration Statement becoming
effective. TrustCo has reserved the absolute right to waive any of the
conditions of the TrustCo Offer other than the Regulatory Approval Condition,
the TrustCo Stockholder Approval Condition and the effectiveness of the
Registration Statement.
The Removal of Impediments Condition would be satisfied upon
approval by the Hudson Board of the TrustCo Offer and the Proposed TrustCo
Merger.
There can be no assurance as to whether the conditions to the TrustCo
Offer will be satisfied and, if so, as to the timing of satisfaction of such
conditions. While satisfaction of certain of such conditions is within the
control of the Hudson Board, satisfaction of certain other conditions is outside
the control of the Hudson Board. By voting against the Proposed Cohoes Merger,
stockholders can demonstrate their support for the proposed combination of
Hudson and TrustCo. A vote against the Proposed Cohoes Merger moves all Hudson
stockholders closer to being able to benefit from the TrustCo Offer.
While TrustCo is committed to helping Hudson's stockholders realize
the significant premium and greater value to be offered in the TrustCo Offer and
the Proposed TrustCo Merger, until the conditions to the TrustCo Offer are
satisfied or waived, TrustCo will not purchase any Hudson Common Stock pursuant
to the TrustCo Offer. Accordingly, a vote for the Proposed Cohoes Merger could
leave Hudson stockholders without a viable alternative for an acquisition of
Hudson because TrustCo will not proceed with the TrustCo Offer if the Proposed
Cohoes Merger is approved by Hudson stockholders. Even if the Hudson
stockholders reject the Proposed Cohoes Merger, however, TrustCo cannot offer
any assurances that all of the other conditions to the TrustCo Offer will be
satisfied and that TrustCo will proceed with completion of the TrustCo Offer.
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<PAGE>
CERTAIN INFORMATION CONCERNING THE PROPOSED COHOES MERGER
The Hudson/Cohoes Merger Agreement provides that in the Proposed
Cohoes Merger, Hudson will be the surviving corporation. The obligations of
Hudson to complete the Proposed Cohoes Merger are subject to various conditions,
including the following: (i) approval and adoption of the Hudson/Cohoes Merger
Agreement by the stockholders of Hudson and Cohoes; and (ii) receipt and
effectiveness of all governmental and other approvals, registrations and
consents and the expiration of all related waiting periods required to
consummate the Proposed Cohoes Merger and the issuance of Hudson Common Stock.
In connection with the execution of the Hudson/Cohoes Merger
Agreement, Hudson and Cohoes also entered into the Cohoes Option Agreement
pursuant to which Hudson granted to Cohoes an option (the "Cohoes Option") to
purchase 3,093,765 shares of Hudson Common Stock (or approximately 19.9% of the
issued and outstanding shares of Hudson Common Stock at the time of grant of the
Cohoes Option), at an exercise price of $9.3125 per share, subject to certain
adjustments.
Cohoes may exercise the Cohoes Option if both an "initial triggering
event" and a "subsequent triggering event" occur prior to the occurrence of an
event that would terminate the Cohoes Option. An initial triggering event has
occurred under the Cohoes Option by virtue of TrustCo"s filing of the
Registration Statement with the Commission. A subsequent triggering event under
the Cohoes Option will have occurred if any person acquires beneficial ownership
of 25% or more of the outstanding voting securities of Hudson or if Hudson
enters into an agreement with respect to or otherwise proposes or recommends any
transaction with a third party (other than Cohoes) involving a merger or
consolidation of, or a sale of all or a substantial part of the assets or
deposits of or securities constituting 25% or more of the outstanding voting
power of, Hudson or any of its subsidiaries. Completion of the TrustCo Offer
would constitute a subsequent triggering event and would result in the Cohoes
Option becoming exercisable.
The foregoing description of the Hudson/Cohoes Merger Agreement and
the Cohoes Option Agreement is qualified in its entirety by reference to the
full text of the Hudson/Cohoes Merger Agreement and the Cohoes Option Agreement,
copies of which were included as exhibits to the Hudson Current Report filed on
Form 8-K with the Commission on May 5, 2000.
IMPORTANT
IF YOU WANT TO HAVE THE OPPORTUNITY TO ACCEPT THE TRUSTCO OFFER, WE
URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED GREEN PROXY TO VOTE
AGAINST THE PROPOSED COHOES MERGER. BECAUSE THE ANNUAL MEETING IS SCHEDULED FOR
AUGUST 17, 2000, WE URGE YOU TO EXECUTE AND MAIL THE GREEN PROXY CARD AS SOON AS
POSSIBLE.
REJECTION OF THE PROPOSED COHOES MERGER IS A CRITICAL STEP IN SECURING
THE SUCCESS OF THE TRUSTCO OFFER. YOUR VOTE AGAINST THE PROPOSED COHOES MERGER
DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE TRUSTCO OFFER.
EVEN IF YOU HAVE ALREADY SENT A PROXY TO THE HUDSON BOARD, YOU HAVE
EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE
PROPOSED COHOES MERGER BY SIGNING, DATING AND MAILING THE ENCLOSED GREEN PROXY
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IN THE ENCLOSED ADDRESSED ENVELOPE. NO POSTAGE IS NECESSARY IF YOUR PROXY IS
MAILED IN THE UNITED STATES.
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES
IN OPPOSITION TO THE PROPOSED COHOES MERGER AND IS NEITHER AN OFFER TO SELL ANY
SHARES OF TRUSTCO COMMON STOCK NOR A REQUEST FOR THE TENDER OF HUDSON COMMON
STOCK. THE TRUSTCO OFFER IS BEING REGISTERED UNDER THE SECURITIES ACT OF 1933
AND IS BEING MADE ONLY BY MEANS OF A PROSPECTUS AND RELATED LETTER OF
TRANSMITTAL, WHICH ARE BEING MAILED SEPARATELY TO HUDSON STOCKHOLDERS.
BACKGROUND OF THE TRUSTCO OFFER
From time to time, TrustCo is involved in due diligence investigations,
discussions and negotiations concerning possible business combination
transactions with other financial institutions. TrustCo generally seeks to
acquire financial institutions that would: (i) complement its overall strategic
focus; (ii) provide opportunities for growth in markets where the target
financial institution conducts business; and (iii) improve TrustCo's retail
banking franchise.
On April 25, 2000, Hudson and Cohoes announced that they had entered
into the Hudson/Cohoes Merger Agreement and the Cohoes Option Agreement.
Following announcement of the Proposed Cohoes Merger, TrustCo reviewed its
strategic options in light of the Proposed Cohoes Merger, including the
possibility of proceeding with one or more offers for either or both of Hudson
and Cohoes.
On June 8, 2000, TrustCo sent a letter to Mr. Earl Schram, Jr., the
Chairman of the Board of Hudson, proposing the merger of TrustCo and Hudson.
Pursuant to the proposal, TrustCo would acquire Hudson in a merger in which each
share of Hudson Common Stock would be exchanged for shares of TrustCo Common
Stock valued at $14.00. The proposal expired on June 23, 2000 and, on that date,
Hudson informed TrustCo that a merger with TrustCo was contrary to Hudson's
strategic business plan and declined to have any discussions with TrustCo.
On June 26, 2000, TrustCo publicly announced its intention to
commence a tender offer to exchange shares of TrustCo Common Stock valued at
$14.00 for each share of Hudson Common Stock. Also on June 26, 2000, Hudson
publicly announced that it remained fully committed to the Proposed Cohoes
Merger.
On July 11, 2000, TrustCo filed a Registration Statement on Form S-4
containing a preliminary prospectus and the related letter of transmittal with
respect to the TrustCo Offer. On July __, 2000, TrustCo filed definitive proxy
materials with the Commission and disseminated those materials to Hudson
stockholders.
TRUSTCO'S OFFER TO COHOES
On June 8, 2000, TrustCo sent a letter to Mr. Duncan MacAffer, the
Chairman of the Board of Cohoes, proposing a merger of TrustCo and Cohoes.
Pursuant to the proposal, TrustCo would acquire Cohoes in a merger in which each
share of Cohoes' common stock would be exchanged for shares of TrustCo Common
Stock with an aggregate value equal to $16.00. On June 23, 2000, Cohoes informed
TrustCo that Cohoes' Board of Directors had unanimously rejected the proposal to
merge with TrustCo.
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<PAGE>
On June 26, 2000, TrustCo publicly announced its intention to commence
an offer to exchange shares of TrustCo Common Stock with an aggregate value
equal to $16.00 for each share of Cohoes common stock. In addition to its offer
to Cohoes shareholders, TrustCo has been actively soliciting Cohoes shareholders
to vote against the Proposed Cohoes Merger.
The consummation of the Cohoes exchange offer on the part of TrustCo
is subject to the same or similar conditions (or the waiver thereof) as the
TrustCo Offer. However, neither the consummation of the Cohoes exchange offer
nor a merger between TrustCo and Cohoes is a condition precedent to the TrustCo
Offer.
REASONS TO VOTE AGAINST THE PROPOSED COHOES MERGER
TrustCo urges you to vote your shares of Hudson Common Stock AGAINST
the Proposed Cohoes Merger for the following reasons.
o A VOTE AGAINST THE PROPOSED COHOES MERGER GIVES YOU THE
OPPORTUNITY TO RECEIVE A SIGNIFICANT PREMIUM FOR YOUR SHARES
IN THE TRUSTCO OFFER.
The TrustCo Offer, if consummated, would provide you $14.00 of TrustCo
Common Stock per share of Hudson Common Stock. Based on average closing prices
for Hudson Common Stock over the 20 trading days before we made our June 8, 2000
merger proposal to the Hudson board of directors, the value of our offer
represented an average premium of more than 47.5% over the average closing price
of Hudson Common Stock. As of July 13, 2000, the TrustCo Offer represented a
premium of $2.4375 per share of Hudson Common Stock, although, as noted earlier,
TrustCo believes that the increase in the price of Hudson Common Stock and
Cohoes common stock is attributable primarily to the effect of the announcement
of the TrustCo Offer upon the market for Hudson Common Stock and Cohoes common
stock. The number of shares of TrustCo Common Stock that Hudson stockholders
would receive under the TrustCo Offer will be determined by the average closing
price of the TrustCo Common Stock on the Nasdaq over a 20-day period ending five
days before the closing on our offer. As a result, the value of the actual
number of shares of TrustCo Common Stock that Hudson stockholders receive may
worth more or less than $14.00 depending on the value of TrustCo Common Stock on
the closing date as compared to the average value used to determine the number
of shares of TrustCo Common Stock that Hudson stockholders will receive.
8
<PAGE>
o A VOTE AGAINST THE PROPOSED COHOES MERGER GIVES YOU THE
OPPORTUNITY TO RECEIVE THE CASH DIVIDEND INCREASE REPRESENTED
BY THE TRUSTCO OFFER.
The TrustCo Offer, if consummated, would provide you with a
significant increase in cash dividends based on historical practices. Currently,
Hudson shareholders receive cash dividends at a rate of $0.20 per year for each
Hudson share. Under the TrustCo Offer, the cash dividends payable on each Hudson
share would be $0.68 a year, an increase of 240%. Because the actual number of
shares of TrustCo Common Stock that Cohoes stockholders will receive is not yet
fixed, the estimated amount of cash dividends Cohoes stockholders will receive
will fluctuate with the value of TrustCo Common Stock.
o A VOTE AGAINST THE PROPOSED COHOES MERGER SENDS A STRONG
MESSAGE TO THE HUDSON BOARD THAT YOU WANT TO PRESERVE YOUR
OPPORTUNITY TO ACCEPT THE TRUSTCO OFFER.
By voting against the Proposed Cohoes Merger, stockholders can
demonstrate their support for the proposed combination of Hudson and TrustCo. A
vote against the Proposed Cohoes Merger moves Hudson stockholders closer to
being able to benefit from the TrustCo Offer.
A vote against the Proposed Cohoes Merger will not obligate you to
tender your shares of Hudson Common Stock pursuant to the TrustCo Offer.
However, it will give you an opportunity to decide for yourself whether the
TrustCo Offer is in your best interest. On the other hand, if Hudson
stockholders approve the Proposed Cohoes Merger, it is likely that such merger
will be consummated.
o A VOTE AGAINST THE PROPOSED COHOES MERGER WILL SATISFY ONE OF
THE CONDITIONS TO THE TRUSTCO OFFER.
One condition of the TrustCo Offer is that Hudson stockholders do not
approve the Proposed Cohoes Merger. TrustCo will not acquire any Hudson Common
Stock in the TrustCo Offer unless this condition is satisfied. Thus, a vote
against the Proposed Cohoes Merger moves all Hudson stockholders closer to being
able to receive the TrustCo Common Stock offered in the TrustCo Offer. For a
description of certain other conditions to the TrustCo Offer, see "Conditions to
the TrustCo Offer."
While TrustCo is committed to helping Hudson stockholders realize the
significant premium and greater value of the TrustCo transaction, until the
conditions to the TrustCo Offer are satisfied or waived, TrustCo will not
purchase any Hudson Common Stock pursuant to the TrustCo Offer. Accordingly, a
vote for the Proposed Cohoes Merger could leave Hudson stockholders without a
viable alternative to the Proposed Cohoes Merger because TrustCo will not
proceed with the TrustCo Offer if the Proposed Cohoes Merger is approved by
Hudson stockholders.
OBSTACLES TO THE TRUSTCO OFFER CREATED BY
THE HUDSON BOARD OF DIRECTORS
You should be aware that the Hudson Board has taken several actions
in connection with the Proposed Cohoes Merger which create barriers against any
competing proposals (including the TrustCo Offer) and thus hinder your ability
to receive greater value for your Hudson Common Stock.
THE HUDSON BOARD MAY IGNORE SUPERIOR PROPOSALS. In the Hudson/Cohoes
Merger Agreement, Hudson has agreed that from April 25, 2000 until the closing
9
<PAGE>
of the Proposed Cohoes Merger or the termination of the Hudson/Cohoes Merger
Agreement, Hudson may not enter into any discussions with or furnish any
confidential information to any person making an offer to merge with or acquire
Hudson unless the Hudson Board has determined that the failure to do the same
would result in a breach of the fiduciary duty of the Hudson Board under
applicable law. Notwithstanding the preceeding, the Hudson Board cannot, without
violating the Hudson/Cohoes Merger Agreement, terminate that agreement and enter
into an agreement with another party even if, after such discussions, the other
party offers consideration higher that that offered in the Proposed Cohoes
Merger.
THE HUDSON BOARD HAS AGREED TO RECOMMEND THE PROPOSED COHOES
MERGER TO HUDSON STOCKHOLDERS. Under the terms of the Hudson/Cohoes Merger
Agreement, the Hudson Board has obligated itself to recommend the Proposed
Cohoes Merger to Hudson stockholders, even if a third party makes a proposal to
merge with or acquire Hudson that may be a better alternative for Hudson
stockholders.
YOU CAN TAKE IMMEDIATE STEPS TO HELP OBTAIN
THE MAXIMUM VALUE FOR YOUR SHARES
(1) Return your GREEN proxy and vote AGAINST the Proposed Cohoes
Merger; and
(2) Make your views known to the Hudson Board.
BY TAKING THESE STEPS, YOU WILL GIVE THE HUDSON BOARD A CLEAR MESSAGE THAT
THEY SHOULD TAKE ALL NECESSARY ACTIONS TO REMOVE ALL OBSTACLES TO THE TRUSTCO
OFFER, WHICH PROVIDES YOU THE OPPORTUNITY TO RECEIVE A SIGNIFICANT PREMIUM FOR
YOUR HUDSON SHARES.
We believe that a vote against the Proposed Cohoes Merger will better
enable Hudson stockholders to consider the TrustCo Offer, and is essential to
secure the success of the TrustCo Offer.
VOTING INFORMATION
According to information contained in the proxy statement/prospectus
filed by Hudson and Cohoes with the SEC with respect to the Proposed Cohoes
Merger, as of June 20, 2000, there were 15,310,560 shares of Hudson Common Stock
outstanding. Approval of the Proposed Cohoes Merger requires the affirmative
vote of holders of a majority of all outstanding shares of Hudson Common Stock.
Hudson stockholders are entitled to one vote for each share of Hudson Common
Stock held as of June 20, 2000. Broker non-votes and abstentions will have the
same effect as votes against the Proposed Cohoes Merger.
The accompanying GREEN proxy will be voted in accordance with
the stockholder's instructions on such GREEN proxy. Stockholders may vote
against the Proposed Cohoes Merger by marking the proper box on the GREEN proxy.
If no instructions are given, the GREEN proxy will be voted AGAINST the Proposed
Cohoes Merger.
Whether or not you plan to attend the Annual Meeting, we urge you to
vote AGAINST the Proposed Cohoes Merger on the enclosed GREEN proxy and
immediately mail it in the enclosed envelope. You may do this even if you have
already sent in a different proxy solicited by the Hudson Board. IT IS YOUR
LATEST DATED PROXY THAT COUNTS. Execution and delivery of a proxy by a record
holder of shares of Hudson Common Stock will be presumed to be a proxy with
respect to all shares held by such record holder unless the proxy specifies
otherwise.
10
<PAGE>
You may revoke your proxy at any time prior to its exercise by
attending the Annual Meeting and voting in person, by submitting a duly executed
later dated proxy or by submitting a written notice of revocation to Hudson's
secretary before the Annual Meeting. Unless revoked in the manner set forth
above, duly executed proxies in the form enclosed will be voted at the Annual
Meeting on the Proposed Cohoes Merger in accordance with your instructions. In
the absence of such instructions, such proxies will be voted AGAINST the
Proposed Cohoes Merger.
TRUSTCO STRONGLY RECOMMENDS A VOTE AGAINST THE PROPOSED COHOES MERGER.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE GREEN PROXY
TODAY.
IF YOU ALREADY HAVE SENT A PROXY TO THE HUDSON BOARD, YOU MAY REVOKE
THAT PROXY AND VOTE AGAINST THE PROPOSED COHOES MERGER BY SIGNING, DATING AND
MAILING THE ENCLOSED GREEN PROXY.
If you have any questions about the voting of your shares, please call:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Toll Free: 1-800-223-2064
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telecopy, telegraph,
the Internet, newspapers and other publications of general distribution and in
person. Directors, officers and certain employees of TrustCo and the other
participants listed on Schedule II hereto may assist in the solicitation of
proxies without any additional remuneration (except as otherwise set forth in
this Proxy Statement).
TrustCo has retained Georgeson Shareholder Communications Inc.
("Georgeson") for solicitation and advisory services in connection with
solicitations relating to the Annual Meeting, for which Georgeson is to receive
a fee of $25,000 in connection with the solicitation of proxies for the Annual
Meeting. TrustCo has also agreed to reimburse Georgeson for out-of-pocket
expenses and to indemnify Georgeson against certain liabilities and expenses,
including reasonable legal fees and related charges, in connection with its
solicitation activities. Georgeson will solicit proxies for the Annual Meeting
from individuals, brokers, banks, bank nominees and other institutional holders.
In addition, TrustCo has retained Georgeson to act as information agent in
connection with the TrustCo Offer. TrustCo has agreed that it will pay a fee of
$10,000 to Georgeson for services as information agent, reimburse Georgeson for
out-of-pocket expenses and to indemnify Georgeson against certain liabilities
and expenses, including reasonable legal fees and related charges, in connection
with its engagement as information agent.
Directors, officers and certain employees of TrustCo may assist in
the solicitation of proxies without any additional remuneration. The entire
expense of soliciting proxies for the Annual Meeting by or on behalf of TrustCo
is being borne by TrustCo.
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<PAGE>
CERTAIN INFORMATION ABOUT TRUSTCO
TrustCo is a New York corporation with its principal executive offices
located at 320 State Street, Schenectady, New York 12305. The telephone number
of TrustCo at such location is (518) 377-3311.
TrustCo is a New York corporation and a one-bank holding company
registered under the Bank Holding Company Act of 1956, headquartered in
Schenectady, New York. TrustCo provides a full range of financial and fiduciary
services through its bank subsidiary, Trustco Bank, National Association, which
has 53 banking offices in the upstate New York area. As of March 31, 2000,
TrustCo had, on a consolidated basis, total assets of approximately $2.4
billion, total deposits of approximately $2.0 billion and total shareholders'
equity of approximately $171 million. On February 21, 2000, TrustCo entered into
an agreement to acquire Landmark Financial Corp. ("Landmark"), Canajoharie, New
York, for $21.00 per share, cash. As of March 31, 2000, Landmark had, on a
consolidated basis, total assets of approximately $25.4 million, total deposits
of approximately $21.9 million and total shareholders' equity of approximately
$1.9 million. Landmark is the savings and loan holding company parent of
Landmark Community Bank, a federal savings bank, which operates one office in
Canajoharie, New York.
TrustCo's Registration Statement, which contains the Exchange Offer
Prospectus and the related letter of transmittal, has been filed with the
Commission under the Securities Act of 1933, as amended. TrustCo is subject to
the informational filing requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance therewith, is obligated to file
reports, proxy statements and other information with the Commission relating to
its business, financial condition and other matters. Information as of
particular dates concerning TrustCo's directors and officers, their
remuneration, options granted to them, the principal holders of TrustCo's
securities and any material interests of such persons in transactions with
TrustCo is required to be disclosed in proxy statements distributed to TrustCo's
stockholders and filed with the Commission. The Registration Statement and such
reports, proxy statements and other information should be available for
inspection at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, NY 10048
and 500 West Madison Street, Suite 1400, Chicago, IL 60661 (call 1-800-SEC-0330
for hours). Copies of such information should be obtainable by mail, upon
payment of the Commission's customary charges, by writing to the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549-6009. The
Commission also maintains an Internet website at http://www.sec.gov that
contains the Registration Statement and the reports, proxy statements and other
information filed electronically by TrustCo.
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains certain forward-looking statements
concerning the financial condition, results of operations and business of
TrustCo following the consummation of its proposed acquisition of Hudson, the
anticipated financial and other benefits of such proposed acquisition and the
plans and objectives of TrustCo"s management following such proposed
acquisition, including, without limitation, statements relating to the cost
savings expected to result from the proposed acquisition, anticipated results of
operations of the combined company following the proposed acquisition and
projected earnings per share of the combined company following the proposed
acquisition. Generally, the words "will," "may," "should," "continue,"
"believes," "expects," "intends," "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements involve certain
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<PAGE>
risks and uncertainties. Factors that could cause actual results to differ
materially from those contemplated by the forward-looking statements include,
among others, the following factors: (i) cost savings expected to result from
the proposed acquisition may not be fully realized or realized within the
expected time frame; (ii) operating results following the proposed acquisition
may be lower than expected; (iii) competitive pressure among financial services
companies may increase significantly; (iv) costs or difficulties related to the
integration of the businesses of TrustCo and Hudson may be greater than
expected; (v) adverse changes in the interest rate environment may reduce
interest margins or adversely affect asset values of the combined company;
(vi) general economic conditions, whether nationally or in the market areas in
which TrustCo and Hudson conduct business, may be less favorable than expected;
(vii) legislation or regulatory changes may adversely affect the businesses in
which TrustCo and Hudson are engaged; or (viii) adverse changes may occur in the
securities markets.
OTHER INFORMATION
The information concerning Hudson, Cohoes and the Proposed Cohoes
Merger contained herein has been taken from or based upon, and is qualified in
its entirety by, publicly available documents on file with the Commission and
other publicly available information. TrustCo does not take any responsibility
for the accuracy or completeness of such information or for any failure by
Hudson to disclose events that may have occurred and may affect the significance
or accuracy of any such information.
TrustCo is not aware of any other matter to be considered at the
Annual Meeting. However, if any other matter properly comes before the Annual
Meeting, TrustCo will vote all proxies held by it as TrustCo, in its sole
discretion, may determine.
TrustCo Bank Corp NY
Dated: July __, 2000
If you have any questions or need assistance in voting your shares, please call:
Georgeson Shareholder Communications Inc.
17 Water Street, 10th Floor
New York, New York 10004
Toll Free: 1-800-223-2064
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<PAGE>
SCHEDULE I
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT OF HUDSON
According to information contained in the proxy statement/prospectus
filed by Hudson and Cohoes with the SEC with respect to the Proposed Cohoes
Merger, as of June 20, 2000, there were 15,310,560 shares of Hudson Common Stock
outstanding. Pursuant to the Cohoes Option Agreement, Hudson granted Cohoes an
option to purchase up to 3,093,765 shares of Hudson Common Stock. The
information concerning Hudson and the Proposed Cohoes Merger contained herein
has been taken from or based upon publicly available documents on file with the
Commission and other publicly available information. TrustCo does not take any
responsibility for the accuracy or completeness of such information or for any
failure by Hudson to disclose events that may have occurred and may affect the
significance or accuracy of any such information.
The following table sets forth certain information, taken from the
proxy statement/prospectus filed by Hudson for the Annual Meeting, regarding the
beneficial ownership of Hudson Common Stock by (a) each of Hudson's current
directors, (b) each of the named executive officers, (c) all of Hudson's
directors and executive officers as a group, and (d) each person who, to
Hudson's knowledge, beneficially owned more than 5% of the outstanding Hudson
Common Stock as of such date:
<TABLE>
<CAPTION>
Percent Of
Shares Of Common Stock Outstanding
Name of Beneficial Owner Beneficially Owned (1) Common Stock (2)
---------------------------------------------------- --------------------------------- -------------------------
<S> <C> <C>
Hudson River Bank & Trust Company Employee Stock 1,428,300 9.2%
Ownership Plan (3)
One Hudson City Centre
Hudson New York 12534
Earl Schram, Jr., Chairman of the Board 140,669(4) *
Carl A. Florio, Director, President and Chief 154,913(5)** 1.0%
Executive Officer
Marilyn A. Herrington, Director 55,843 *
Joseph H. Giaquinto, Director 14,699 *
Stanley Bardwell, M.D., Director 35,117 *
Marcia M. Race, Director 11,543 *
William H. Jones, Director 32,471(6) *
Joseph W. Phelan, Director 36,043 *
William E. Collins, Director 29,274 *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Percent Of
Shares Of Common Stock Outstanding
Name of Beneficial Owner Beneficially Owned (1) Common Stock (2)
---------------------------------------------------- --------------------------------- -------------------------
<S> <C>
Timothy E. Blow, Chief Financial Officer 45,553** *
Sidney D. Richter, Senior Vice President 84,393(7)** *
Directors and Executive Officers as a group 644,032(8)** 4.16%
(13 persons)
FN:
------------------------------------------------------------------------------------------------------------------------------------
(1) Information as of March 31, 2000, except were indicated by double asterisks (**). Double asterisks mean information
as of June 20, 2000.
(2) Based upon shares outstanding on June 20, 2000. Single asterisk ("*") means that the percentage is less than 1%.
(3) Amount includes shares held directly, as well as shares allocated to such individuals under the Hudson River Bank &
Trust Company 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
(4) Includes 9,600 shares owned by Mr. Schram's grandchildren, as to which he disclaims beneficial ownership.
(5) Includes 1,000 shares owned by Mr. Florio's parents, as to which he disclaims beneficial ownership.
(6) Includes 660 shares owned by Mr. Jones' children, and 2,335 shares owned by Mr. Jones's spouse's IRA. Mr. Jones
disclaims beneficial ownership with respect to those shares..
(7) Includes 520 shares owned by Mr. Richter's children, as to which he disclaims beneficial ownership.
(8) Amounts include shares held directly, as well as shares allocated to ESOP accounts or group members, shares held
jointly with family members, shares held in retirement accounts or shares held in a fiduciary capacity or by certain family
members and shares subject to options exercisable within 60 days.
</TABLE>
<PAGE>
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF TRUSTCO AND OTHER PERSONS WHO MAY SOLICIT PROXIES
The following table sets forth the name and title of persons who may
be deemed to be participants on behalf of TrustCo in the solicitation of
proxies from the stockholders of Hudson.
DIRECTORS AND EXECUTIVE OFFICERS OF TRUSTCO
Name Positions
-------------------------------- --------------------------------------------
Robert A. McCormick President, Chief Executive Officer and Director
Barton A. Andreoli Director
Lionel O. Barthold Director
M. Norman Brickman Director
Joseph Lucarelli Director
Nancy A. McNamara Vice President and Director
Dr. Anthony J. Marinello Director
James H. Murphy, D.D.S. Director
Richard A. Murray, Jr. Director
Kenneth C. Peterson Director
William D. Powers Director
William Purdy Director
Robert T. Cushing Vice President and Chief Financial Officer
William F. Terry Secretary and Director
As of the date of this Proxy Statement, TrustCo beneficially owns
108,500 shares of Hudson Common Stock and 100,000 shares of common stock of
Cohoes. Other than as set forth herein, as of the date of this Proxy
Statement, neither TrustCo nor any of the other participants listed in this
Schedule II has any interest, direct or indirect, by security holdings or
otherwise, in Hudson.
<PAGE>
IMPORTANT
If your shares are held in your own name, please sign, date and return
the enclosed GREEN proxy card today. If your shares are held in "Street-Name,"
only your broker or bank can vote your shares and only upon receipt of your
specific instructions. Please return the enclosed GREEN proxy card to your
broker or bank and contact the person responsible for your account to ensure
that a GREEN proxy is voted on your behalf.
Do not sign any white proxy card you may receive from Hudson.
If you have any questions or need assistance in voting your shares,
please call:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Toll Free: 1-800-223-2064
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF TRUSTCO BANK CORP NY
IN OPPOSITION TO THE SOLICITATION BY THE HUDSON BANCORP, INC. BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS
OF HUDSON RIVER BANCORP, INC.
TO BE HELD ON AUGUST 17, 2000
The undersigned stockholder of Hudson River Bancorp, Inc. ("Hudson") hereby
appoints William F. Terry and Robert T. Cushing and each or any of them,
attorneys and proxies of the undersigned, with full power of substitution, to
vote all of the shares of common stock of Hudson which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Hudson to be held on
August 17, 2000, at the St. Charles Hotel and Restaurant, 16 Park Place, Hudson,
New York at 3:00 p.m. local time, and at any adjournments, postponements,
continuations or reschedulings thereof (the "Annual Meeting"), with all the
powers the undersigned would possess if personally present at the Annual
Meeting.
TRUSTCO RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 1 BELOW.
1. Adoption of the Agreement and Plan of Merger, dated as of
April 25, 2000, between Hudson River Bancorp, Inc. and
Cohoes Bancorp, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. In their discretion, upon such other matters as may properly
come before the Annual Meeting.
[X] PLEASE MARK YOUR VOTE AS THIS EXAMPLE. (CONTINUED AND TO BE
SIGNED ON REVERSE SIDE.)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder and at the discretion of the proxy holders as to any
other business that may properly come before the annual meeting. If you do not
indicate how you want to vote, your proxy will be counted as a vote AGAINST
adoption of the Agreement and Plan of Merger with Cohoes Bancorp, Inc.
PLEASE COMPLETE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED,
POSTAGE-PREPAID, BUSINESS REPLY ENVELOPE. THIS PROXY REVOKES ALL PRIOR PROXIES
GIVEN BY THE UNDERSIGNED WITH RESPECT TO THE MATTERS COVERED HEREBY.
DATED
------------------------------ ---------------------------------------------
SIGNATURE(S)
---------------------------------------------
SIGNATURES, IF HELD JOINTLY
Please sign your name exactly as it
appears hereon. When signing as
attorney, executor, administrator
trustee or guardian, please give your
full title. If a corporation, please
sign in full corporate name by the
president or other authorized officer.
If a partnership, please sign in the
partnership name by authorized person(s).
If you need assistance in voting your shares, please call TrustCo's proxy
solicitor, Georgeson Shareholder Communications Inc., toll-free
at 1-800-223-2064.
