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
COHOES BANCORP, INC.
--------------------------------------------------------------------------------
(Name of Registrant As Specified In Its Charter)
TRUSTCO BANK CORP NY
--------------------------------------------------------------------------------
(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.
<PAGE>
--------------------------------------------------------------------------------
/ / 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:
--------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.
--------------------------------------------------------------------------------
3) Filing party:
--------------------------------------------------------------------------------
4) Date filed:
--------------------------------------------------------------------------------
<PAGE>
[TRUSTCO LOGO]
July __, 2000
Dear Cohoes 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
COHOES BANCORP, INC. COMMON STOCK FOR SHARES OF TRUSTCO COMMON STOCK EQUAL IN
VALUE TO $16.00. We are also seeking, in connection with the consummation of our
exchange offer, to enter into an agreement with Cohoes providing for a follow-up
merger between Cohoes and TrustCo or a wholly owned subsidiary of TrustCo in
which each remaining Cohoes common share would be exchanged for the same per
share consideration paid to Cohoes 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, Cohoes has entered into a merger agreement with Hudson in
which Hudson will be the surviving corporation in the merger. In the proposed
merger with Hudson, each outstanding share of Cohoes common stock would be
converted into 1.185 shares of Hudson common stock. The Cohoes Board of
Directors is soliciting your vote to approve its proposed merger with Hudson. 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 HUDSON MERGER. OUR OFFER HAS A VALUE OF APPROXIMATELY
$127,000,000 WHILE THE PROPOSED HUDSON MERGER WAS VALUED AT APPROXIMATELY
$89,000,000 -- $38,000,000 LESS -- TO COHOES SHAREHOLDERS AT THE TIME THE
PROPOSED HUDSON MERGER WAS ANNOUNCED.
In connection with the proposed Hudson merger, Cohoes has scheduled a
special meeting of stockholders to be held on August 17, 2000. If Cohoes
stockholders reject the proposed Hudson merger at such special 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 HUDSON MERGER BECAUSE:
o Our offer provides a significant premium and more value for
your Cohoes shares than the proposed Hudson merger. 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 Cohoes board of directors, the value of our offer
represented an average premium of more than 42% over the
implied value of the Hudson merger over that 20 day period.
Because the number of shares of Hudson common stock that
you would receive in the Hudson merger is fixed, the implied
value of the Hudson merger will change based on changes in the
market prices of the Hudson stock, while the value of our
offer will remain fixed at $16.00 per share of Cohoes stock.
The number of shares of TrustCo common stock you would receive
under our offer will be determined by the average closing
price of the TrustCo stock on the Nasdaq over 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 stock you
receive may be worth more or less than $16.00 depending on the
value of TrustCo stock
<PAGE>
on the closing date as compared to the average value used to
determine the number of shares of TrustCo stock you will
recieve.
o Our offer is valued higher. The total value of our offer is
approximately $127,000,000. The value offered to Cohoes
shareholders under the Hudson merger was approximately
$89,000,000 at the time the Hudson merger was announced.
Based on July 13, 2000 closing prices on the Nasdaq, TrustCo's
offer of $16.00 of TrustCo's common stock per share of Cohoes
common stock represented a 17% premium over the implied value
of the proposed Hudson merger of $13.70 (based on the 1.185
to 1 exchange ratio in that transaction and the $11.5625
closing price of Hudson commom stock). TrustCo believes that
the increase in the price of Hudson common stock is
attributable primarily to the effect of the announcement of
TrustCo's offer upon the market for that stock.
o Our offer represents a significant increase in cash dividends
to Cohoes shareholders based on historical practices.
Currently, Cohoes shareholders receive cash dividends at a
rate of $0.28 a year for each Cohoes share. Under TrustCo's
offer, the cash dividends payable on each Cohoes share would
be $0.87 a year, an increase of 211%. 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.
Under Hudson's current practices, the cash dividends payable
on each Cohoes share would be $0.24 per year, a 14% decrease.
o One of the conditions of our offer is that the Hudson merger
NOT be approved by the stockholders of Cohoes. As a result,
for you to have an opportunity to exchange your Cohoes shares
for the consideration offered in our offer, the proposed
Hudson merger MUST NOT be approved by the holders of a
majority of the shares of Cohoes common stock.
o Your vote AGAINST the Hudson/Cohoes merger will send a strong
message to the Cohoes Board of Directors that you want to
preserve your opportunity to accept the superior value
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 HUDSON MERGER BY SIGNING, DATING AND
RETURNING THE ACCOMPANYING GOLD PROXY CARD TODAY.
Even if you previously have submitted a proxy card furnished by the
Cohoes Board, it is not too late to change your vote by simply signing, dating
and returning the enclosed GOLD proxy card today.
WE URGE YOU TO PROTECT YOUR INTERESTS -- PLEASE SIGN, DATE AND RETURN
THE GOLD 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 Cohoes shares are held in your own name, please sign, date
and mail the enclosed GOLD proxy card to Georgeson Shareholder
Communications Inc. in the postage-paid envelope provided.
2. If your Cohoes 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 GOLD 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 GOLD 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 22, 2000 are entitled to vote at
the special meeting of Cohoes stockholders. TrustCo urges each
stockholder to ensure that the record holder of his or her shares
signs, dates and returns the enclosed GOLD proxy card as soon as
possible.
Do not sign or return any proxy card you may receive from Cohoes.
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 HUDSON MERGER AND IS NEITHER AN OFFER TO SELL ANY
SHARES OF TRUSTCO COMMON STOCK NOR A REQUEST FOR THE TENDER OF COHOES 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 COHOES STOCKHOLDERS.
<PAGE>
SPECIAL MEETING OF STOCKHOLDERS
OF
COHOES 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
COHOES BANCORP, INC. AND HUDSON RIVER BANCORP, INC.
This Proxy Statement and the enclosed GOLD 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 a special meeting (the "Special Meeting")
of stockholders of Cohoes Bancorp, Inc., a Delaware corporation ("Cohoes"), to
be held on August 17, 2000, at the Century House, 997 New Loudon Road, Latham,
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 Cohoes ("Cohoes Common Stock")
to vote AGAINST the proposed merger of Hudson River Bancorp, Inc., a Delaware
corporation ("Hudson"), with Cohoes (such proposed merger, the "Proposed Hudson
Merger"). Cohoes has set June 22, 2000 as the record date for determining those
stockholders who will be entitled to vote at the Special Meeting. This Proxy
Statement and the enclosed GOLD proxy are first being mailed to stockholders of
Cohoes on or about July __, 2000. The principal executive offices of Cohoes are
located at 75 Remsen Road, Cohoes, New York 12047 (518) 233-6500.
THE TRUSTCO OFFER
TrustCo intends to commence an offer (the "TrustCo Offer") to exchange
each outstanding share of Cohoes Common Stock for common stock of TrustCo
("TrustCo Common Stock") with a value of $16.00. 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 Cohoes stockholders. Cohoes 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 Cohoes 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 $16.00 per Cohoes share represented a 16%
premium over the closing price of Cohoes Common Stock on the Nasdaq on June 23,
2000, and a 30% premium over the implied value of the Proposed Hudson Merger of
$12.29 (based on the 1.185 to 1 exchange ratio in that transaction and the
$10.375 closing price of Hudson common stock on June 23, 2000). Based on July
13, 2000 closing prices on the Nasdaq, the TrustCo Offer of $16.00 of TrustCo
Common Stock per share of Cohoes Common Stock represented a 17% premium over the
implied value of the Proposed Hudson Merger of $13.70 (based on the 1.185 to 1
exchange ratio in that transaction and the $11.5625 closing price of Hudson
common stock). TrustCo believes that the increase in the price of Cohoes Common
Stock and Hudson common stock is attributable primarily to the effect of the
announcement of the TrustCo Offer upon the market for Cohoes Common Stock and
Hudson common stock. Because the number of shares you would receive in the
Proposed Hudson Merger is fixed, the implied value of the Proposed Hudson Merger
will fluctuate based on changes in the market prices of the Hudson common stock.
The number of shares of TrustCo Common Stock Cohoes stockholders would
<PAGE>
receive under the TrustCo Offer will be determined by the average closing price
of the 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
number of shares of TrustCo Common Stock Cohoes stockholders recive may be worth
more or less than $16.00 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 Cohoes 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
Cohoes pursuant to which Cohoes 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, Cohoes. The TrustCo Offer, as the
first step in TrustCo's proposed acquisition of Cohoes, is intended to
facilitate the acquisition of a majority of the outstanding shares of Cohoes
Common Stock. The purpose of the Proposed TrustCo Merger is to acquire all
shares of Cohoes Common Stock not exchanged pursuant to the TrustCo Offer or
otherwise. Pursuant to the Proposed TrustCo Merger, each then outstanding share
of Cohoes Common Stock (other than shares owned by TrustCo and shares held in
the treasury of Cohoes) 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 Cohoes by TrustCo represents a
compelling opportunity to enhance value for both Cohoes and TrustCo
stockholders. Specifically, TrustCo estimates that a combination of TrustCo and
Cohoes would result in: (i) accretion to TrustCo's reported diluted earnings per
share of 8% for 2001 and accretion to TrustCo's diluted cash earnings per share
(i.e., reported earnings before amortization of intangibles) of 9% 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 $4.53 per share on a pro forma basis. These
amounts, however, are estimates only, and TrustCo can give no assurances that
the estimate values will be obtained.
In addition, TrustCo believes that the combination of TrustCo and
Cohoes will produce substantial benefits for Cohoes 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 Cohoes board of
directors, the value of our offer represented an average
premium of more than 42% over the implied value of the
Proposed Hudson Merger over that 20 day period. Based on
closing prices on June 23, 2000 (the last trading day before
the announcement of the TrustCo Offer), the TrustCo Offer
represented a 30% premium over the implied value of the
Proposed Hudson Merger. Based on July 13, 2000 closing prices,
the TrustCo Offer represents a premium of approximately 17%
over the implied value of the Proposed Hudson Merger.
o BETTER LONG-TERM GROWTH PROSPECTS. TrustCo believes that a
combination of TrustCo and Cohoes has better long-term growth
prospects for Cohoes stockholders than the Proposed Hudson
Merger. TrustCo has a proven 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
outperformed both Cohoes and Hudson. For the last 3-year,
5-year and 7-year periods, TrustCo's total return to
2
<PAGE>
shareholders, on an annual basis, has averaged 23.02%,
24.58% and 23.32%, respectively. Since inception, both
Cohoes (-8.30%) and Hudson (-17.34%) have had negative total
returns to shareholders.
* 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.
A comparison of TrustCo's operating performance data to operating
performance data of Cohoes, Hudson, a "regional group" and a "highly valued
group" demonstrates TrustCo's superior operating performance. 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 Cohoes Hudson Group (1) Group (2)
<S> <C> <C> <C> <C> <C>
Total Assets (In Thousands) $2,364,022 $707,884 $1,149,547 $1,090,996 $1,248,561
Asset growth rate of total assets 4.87% (.05)% 30.46% 8.02% 10.10%
Tangible equity/assets 7.04% 18.34% 16.45% 7.97% 6.01%
Intangible assets/total equity 0.00% 0.00% 5.79% 1.52% 1.12%
Net loans/total assets 54.74% 80.00% 69.96% 65.64% 66.25%
Cash and securities/total assets 13.98% 17.57% 23.68% 31.02% 30.56%
Gross loans/total deposits 67.71% 119.88% 110.06% 97.98% 99.99%
Total borrowings/total assets 6.46% 12.50% 13.16% 21.25% 25.68%
Non-performing assets/total assets 0.49% 0.74% 1.04% 0.47% 0.48%
Loan loss reserve/gross loans 4.14% 0.78% 2.38% 1.17% 1.08%
Net interest margin 3.82% 4.14% 4.83% 3.27% 3.11%
Loan loss provision/average assets 0.21% 0.28% 0.62% 0.12% 0.08%
Non-interest income/average assets 0.64% 0.43% 0.25% 0.36% 0.48%
Non-interest expense/average assets 1.89% 2.55% 2.80% 2.13% 2.27%
Efficiency ratio 38.62% 59.36% 52.77% 59.02% 54.10%
Return on average assets 1.58% 0.92% 0.96% 0.97% 1.09%
Return on average equity(3) 22.52% 4.47% 4.58% 10.43% 15.69%
Price/tangible book value per share 426.05% 67.66% 70.01% 117.31% 155.04%
Price/earnings per share 19.49x 15.97x 14.71x 9.17x 9.53x
Dividend yield 4.52% 1.79% 1.25% 1.52% 3.62%
Dividend payout ratio 79.16% 26.09% 18.46% 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 Hudson Merger.
(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 Hudson Merger.
(3) Average shareholders equity for TrustCo excludes market
adjustment for securities available for sale.
3
<PAGE>
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.
o IMPROVED CASH DIVIDENDS. According to the July 3, 2000 proxy
statement/prospectus distributed by Hudson and Cohoes with
respect to the Proposed Hudson Merger, Cohoes shareholders
are expected to receive pro forma equivalent dividends of
$0.24 per share (based on the exchange ratio of 1.185 to 1 in
the Proposed Hudson Merger and Hudson's current annual
dividend of $0.20 per share). Based on TrustCo's current
annual dividend of $0.60 per share, Cohoes stockholders would
receive a pro forma equivalent dividend of $0.87, or more than
211% above Cohoes' current annual dividend rate of $0.28 per
year, and more than 263% above the pro forma equivalent
dividend per Cohoes share in the Proposed Hudson Merger.
Because of 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,
compared to a $0.01 increase in the quarterly dividend for
Cohoes beginning in 2000. Although TrustCo believes that, upon
completion of its proposed acquisition of Cohoes (as well as
the proposed acquasition of Hudson, which is described below),
it will have the resources to continue to pay dividends with
its past practices, the declaration and paymemt 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 upom TrustCo's
business or financial condition, the board may decide to
reduce dividend payments 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 Cohoes Common Stock which, together with the 100,000
shares of Cohoes Common Stock now owned by TrustCo, would represent at least a
majority of the total number of outstanding Cohoes 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
the Cohoes Board of Directors (the "Cohoes Board") having approved the TrustCo
Offer and the Proposed TrustCo Merger and having amended the charter of Cohoes
Savings Bank to eliminate the provisions thereof prohibiting the direct or
indirect ownership of more than 10% of any class of an equity security of Cohoes
Savings Bank or, in lieu of such actions, TrustCo being satisfied, in its sole
discretion, that Section 203 of the Delaware General Corporation Law (the
"DGCL") and the anti-takeover provisions of Cohoes' Certificate of Incorporation
4
<PAGE>
("Cohoes' Certificate") and the charter of Cohoes Savings Bank 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 ss.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 Cohoes; (vii) the termination of
the Agreement and Plan of Merger dated April 25, 2000 between Hudson and Cohoes
(the "Hudson Merger Agreement"); (viii) the termination of the Stock Option
Agreement dated April 25, 2000 between Hudson and Cohoes (the "Hudson Option
Agreement") and surrender to Cohoes of the option granted to Hudson thereunder;
(ix) the stockholders of Cohoes not approving the Proposed Hudson Merger; (x)
TrustCo and Cohoes 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 Cohoes 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 Cohoes Board, satisfaction of certain other conditions is outside
the control of the Cohoes Board. By voting against the Proposed Hudson Merger,
stockholders can demonstrate their support for the proposed combination of
Cohoes and TrustCo. A vote against the Proposed Hudson Merger moves all Cohoes
stockholders closer to being able to benefit from the TrustCo Offer.
While TrustCo is committed to helping Cohoes' 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 Cohoes Common Stock pursuant to the
TrustCo Offer. Accordingly, a vote for the Proposed Hudson Merger could leave
Cohoes stockholders without a viable alternative for an acquisition of Cohoes
because TrustCo will not proceed with the TrustCo Offer if the Proposed Hudson
Merger is approved by Cohoes stockholders.
CERTAIN INFORMATION CONCERNING THE PROPOSED HUDSON MERGER
The Hudson Merger Agreement provides that in the Proposed Hudson
Merger, Hudson will be the surviving corporation. Each outstanding share of
Cohoes Common Stock, other than those beneficially owned by Cohoes or Hudson,
would be converted into 1.185 shares of Hudson common stock. The obligations of
Cohoes and Hudson to complete the Proposed Hudson Merger are subject to various
conditions, including the following: (i) approval and adoption of the Hudson
Merger Agreement by the stockholders of Cohoes and Hudson; 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 Hudson Merger and the issuance of Hudson common stock.
In connection with the execution of the Hudson Merger Agreement, Cohoes
and Hudson also entered into the Hudson Option Agreement pursuant to which
Cohoes granted to Hudson an option (the "Hudson Option") to purchase 1,574,538
shares of Cohoes Common Stock (or approximately 19.9% of the issued and
outstanding shares of Cohoes Common Stock at the time of grant of the Hudson
Option), at an exercise price of $9.8125 per share, subject to certain
adjustments.
5
<PAGE>
Hudson may exercise the Hudson Option if both an "initial triggering
event" and a "subsequent triggering event" occur prior to the occurrence of an
event that would terminate the Hudson Option. An initial triggering event has
occurred under the Hudson Option Agreement by virtue of TrustCo's filing of the
Registration Statement with the Commission. A subsequent triggering event under
the Hudson Option will have occurred if any person acquires beneficial ownership
of 25% or more of the outstanding voting securities of Cohoes or if Cohoes
enters into an agreement with respect to or otherwise proposes or recommends any
transaction with a third party (other than Hudson) 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, Cohoes or any of its subsidiaries. Completion of the TrustCo Offer
would constitute a subsequent triggering event and would result in the Hudson
Option becoming exercisable.
The foregoing description of the Hudson Merger Agreement and the Hudson
Option Agreement is qualified in its entirety by reference to the full text of
the Hudson Merger Agreement and the Hudson 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.
The purpose of the solicitation made by this Proxy Statement is to
enable Cohoes stockholders to decide for themselves whether the proposed TrustCo
Offer is superior to the Proposed Hudson Merger and to act in their own best
interests.
6
<PAGE>
IMPORTANT
IF YOU WANT TO HAVE THE OPPORTUNITY TO ACCEPT THE TRUSTCO OFFER, WE
URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY TO VOTE AGAINST
THE PROPOSED HUDSON MERGER. BECAUSE THE SPECIAL MEETING IS SCHEDULED FOR AUGUST
17, 2000, WE URGE YOU TO EXECUTE AND MAIL THE GOLD PROXY CARD AS SOON AS
POSSIBLE.
REJECTION OF THE PROPOSED HUDSON MERGER IS A CRITICAL STEP IN SECURING
THE SUCCESS OF THE TRUSTCO OFFER. YOUR VOTE AGAINST THE PROPOSED HUDSON MERGER
DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO THE TRUSTCO OFFER.
EVEN IF YOU HAVE ALREADY SENT A PROXY TO THE COHOES BOARD, YOU HAVE
EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE
PROPOSED HUDSON MERGER BY SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY
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 HUDSON MERGER AND IS NEITHER AN OFFER TO SELL ANY
SHARES OF TRUSTCO COMMON STOCK NOR A REQUEST FOR THE TENDER OF COHOES 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 COHOES 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, Cohoes and Hudson announced that they had entered
into the Hudson Merger Agreement and the Hudson Option Agreement. Following
announcement of the Proposed Hudson Merger, TrustCo reviewed its strategic
options in light of the Proposed Hudson Merger, including the possibility of
proceeding with one or more offers for either or both of Cohoes and Hudson.
On June 8, 2000, TrustCo sent a letter to Mr. Duncan MacAffer, the
Chairman of the Board of Cohoes, proposing the 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 valued at $16.00. The proposal expired on June 23, 2000 and, on that date,
Cohoes informed TrustCo that the a merger with TrustCo was contrary to Cohoes'
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 $16.00 for
each share of Cohoes Common Stock. Also on June 26, 2000, Cohoes publicly
announced that it remained fully committed to the Proposed Hudson Merger.
7
<PAGE>
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 Cohoes
stockholders.
TRUSTCO'S OFFER TO HUDSON
On June 8, 2000, TrustCo sent a letter to Mr. Earl Schram, Jr., the
Chairman of the Board of Hudson, proposing a merger of TrustCo and Hudson.
Pursuant to the proposal, TrustCo would acquire Hudson in a merger in which each
share of Hudson's common stock would be exchanged for shares of TrustCo Common
Stock with an aggregate value equal to $14.00. On June 23, 2000, Hudson informed
TrustCo that Hudson's Board of Directors had unanimously rejected the proposal
to merge with TrustCo.
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 $14.00 for each share of Hudson common stock. In addition to its offer
to Hudson shareholders, TrustCo has been actively soliciting Hudson shareholders
to vote against the Proposed Hudson Merger
The consummation of the Hudson 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 Hudson exchange offer nor of a
merger between TrustCo and Hudson is a condition precedent to the TrustCo Offer.
REASONS TO VOTE AGAINST THE PROPOSED HUDSON MERGER
TrustCo urges you to vote your shares of Cohoes Common Stock AGAINST
the Proposed Hudson Merger for the following reasons.
o A VOTE AGAINST THE PROPOSED HUDSON 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 $16.00 of TrustCo
Common Stock per share of Cohoes Common Stock. In the Proposed Hudson Merger you
will receive shares of Hudson common stock which have an implied value of $13.70
based on the exchange ratios in the Proposed Hudson Merger and the closing price
of Hudson common stock on July 13, 2000. 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 Cohoes board of directors, the value of our offer
represented an average premium of more than 42% over the implied value of the
Proposed Hudson Merger. As of July 13, 2000, the TrustCo Offer represented a
premium of $2.30 per share of Hudson Common Stock, or approximately 17% over the
implied value of the Proposed Hudson Merger, although, as noted earlier, TrustCo
believes that the increase in the price of Cohoes Common Stock and Hudson common
stock is attributable primarily to the effect of the announcement of the TrustCo
Offer upon the market for Cohoes Common Stock and for the Hudson common stock.
Because the number of shares of Hudson common stock that you would receive in
the Proposed Hudson Merger is fixed, the implied value of the Proposed Hudson
Merger will fluctuate based on changes in the market prices of the Hudson common
stock. The number of shares of TrustCo Common Stock Cohoes 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 closing on our offer. As a result the value of the actual number of
8
<PAGE>
shares of TrustCo Common Stock Cohoes stockholders receive may be worth more or
less than $16.00 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 Cohoes stockholders will receive
o A VOTE AGAINST THE PROPOSED HUDSON 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, Cohoes
shareholders receive cash dividends at a rate of $0.28 per year for each Cohoes
share. Under the TrustCo Offer, the cash dividends payable on each Cohoes share
would be $0.87 a year, an increase of 211%. 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 the TrustCo Common Stock. Under Hudson's current
practices, the cash dividends payable on each Cohoes share would be $0.24 per
year, a 14% decrease. Clearly, a 211% increase in cash dividends is superior to
a 14% decrease! You should note, however that although TrustCo currently intends
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 extend TrustCo's board determines that the payment of such
dividends may have an adverse effect upon TrustCo's business or financial
condition, the board may decide to reduce dividend payment rates.
o A VOTE AGAINST THE PROPOSED HUDSON MERGER SENDS A STRONG
MESSAGE TO THE COHOES BOARD THAT YOU WANT TO PRESERVE YOUR
OPPORTUNITY TO ACCEPT THE TRUSTCO OFFER.
By voting against the Proposed Hudson Merger, stockholders can
demonstrate their support for the proposed combination of Cohoes and TrustCo. A
vote against the Proposed Hudson Merger moves Cohoes stockholders closer to
being able to benefit from the TrustCo Offer.
A vote against the Proposed Hudson Merger will not obligate you to
tender your shares of Cohoes 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 Cohoes
stockholders approve the Proposed Hudson Merger, it is likely that the Proposed
Hudson Merger will be consummated.
o A VOTE AGAINST THE PROPOSED HUDSON MERGER WILL SATISFY ONE OF
THE CONDITIONS TO THE TRUSTCO OFFER.
One condition of the TrustCo Offer is that Cohoes stockholders do not
approve the Proposed Hudson Merger. TrustCo will not acquire any Cohoes Common
Stock in the TrustCo Offer unless this condition is satisfied. Thus, a vote
against the Proposed Hudson Merger moves all Cohoes 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 Cohoes 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 Cohoes Common Stock pursuant to the TrustCo Offer. Accordingly, a
vote for the Proposed Hudson Merger could leave Cohoes stockholders without a
viable alternative to the Proposed Hudson Merger because TrustCo will not
proceed with the TrustCo Offer if the Proposed Hudson Merger is approved by
Cohoes stockholders.
9
<PAGE>
OBSTACLES TO THE TRUSTCO OFFER CREATED BY
THE COHOES BOARD OF DIRECTORS
You should be aware that the Cohoes Board has taken several actions in
connection with the Proposed Hudson Merger which create barriers against any
competing proposals (including the TrustCo Offer) and thus hinder your ability
to receive greater value for your Cohoes Common Stock.
THE COHOES BOARD MAY IGNORE SUPERIOR PROPOSALS. In the Hudson
Merger Agreement, Cohoes has agreed that from April 25, 2000 until the closing
of the Proposed Hudson Merger or the termination of the Hudson Merger Agreement,
Cohoes may not enter into any discussions with or furnish any confidential
information to any person making an offer to merge with or acquire Cohoes unless
the Cohoes Board has determined that the failure to do the same would result in
a breach of the fiduciary duty of the Cohoes Board under applicable law.
Notwithstanding the proceeding, the Cohoes Board cannot,without violating
the Hudson Merger Agreement, terminate that agreement and enter into an
agreement with another party even if, after such discussions, the other party
makes an offer superior to that of the Proposed Hudson Merger.
THE COHOES BOARD HAS AGREED TO RECOMMEND THE PROPOSED HUDSON MERGER TO
COHOES STOCKHOLDERS. Under the terms of the Hudson
Merger Agreement, the Cohoes Board has obligated itself to recommend the
Proposed Hudson Merger to Cohoes stockholders, even if a third party makes a
superior proposal to merge with or acquire Cohoes.
YOU CAN TAKE IMMEDIATE STEPS TO HELP OBTAIN
THE MAXIMUM VALUE FOR YOUR SHARES
(1) Return your GOLD proxy and vote AGAINST the Proposed Hudson
Merger; and
(2) Make your views known to the Cohoes Board.
BY TAKING THESE STEPS, YOU WILL GIVE THE COHOES 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
COHOES SHARES.
We believe that a vote against the Proposed Hudson Merger will better
enable Cohoes 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 Hudson
Merger, as of June 22, 2000, there were 7,912,255 shares of Cohoes Common Stock
outstanding. Approval of the Proposed Hudson Merger requires the affirmative
vote of holders of a majority of all outstanding shares of Cohoes Common Stock.
Cohoes stockholders are entitled to one vote for each share of Cohoes Common
Stock held as of June 22, 2000. Broker non-votes and abstentions will have the
same effect as votes against the Proposed Hudson Merger.
The accompanying GOLD proxy will be voted in accordance with the
stockholder's instructions on such GOLD proxy. Stockholders may vote against the
Proposed Hudson Merger by marking the proper box on the GOLD proxy. If no
instructions are given, the GOLD proxy will be voted AGAINST the Proposed Hudson
Merger.
10
<PAGE>
Whether or not you plan to attend the Special Meeting, we urge you to
vote AGAINST the Proposed Hudson Merger on the enclosed GOLD 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 Cohoes Board. IT IS YOUR
LATEST DATED PROXY THAT COUNTS. Execution and delivery of a proxy by a record
holder of shares of Cohoes Common Stock will be presumed to be a proxy with
respect to all shares held by such record holder unless the proxy specifies
otherwise.
You may revoke your proxy at any time prior to its exercise by
attending the Special Meeting and voting in person, by submitting a duly
executed later dated proxy or by submitting a written notice of revocation.
Unless revoked in the manner set forth above, duly executed proxies in the form
enclosed will be voted at the Special Meeting on the Proposed Hudson Merger in
accordance with your instructions. In the absence of such instructions, such
proxies will be voted AGAINST the Proposed Hudson Merger.
TRUSTCO STRONGLY RECOMMENDS A VOTE AGAINST THE PROPOSED HUDSON MERGER.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE GOLD PROXY TODAY.
IF YOU ALREADY HAVE SENT A PROXY TO THE COHOES BOARD, YOU MAY REVOKE
THAT PROXY AND VOTE AGAINST THE PROPOSED HUDSON MERGER BY SIGNING, DATING AND
MAILING THE ENCLOSED GOLD 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 Special Meeting, for which Georgeson is to receive
a fee of $25,000 in connection with the solicitation of proxies for the Special
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 Special 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.
11
<PAGE>
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 Special Meeting by or on behalf of TrustCo is
being borne by TrustCo.
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 Cohoes, the
anticipated financial and other benefits of such proposed acquisition and the
12
<PAGE>
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
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 Cohoes 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 Cohoes conduct business, may be less favorable than expected; (vii)
legislation or regulatory changes may adversely affect the businesses in which
TrustCo and Cohoes are engaged; or (viii) adverse changes may occur in the
securities markets.
OTHER INFORMATION
The information concerning Cohoes, Hudson and the Proposed Hudson
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
Cohoes to disclose events that may have occurred and may affect the significance
or accuracy of any such information.
The information contained in this Proxy Statement concerning the
TrustCo Offer is qualified in its entirety by reference to the more detailed
information contained in the enclosed Exchange Offer Prospectus.
TrustCo is not aware of any other matter to be considered at the
Special Meeting. However, if any other matter properly comes before the Special
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
13
<PAGE>
SCHEDULE I
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT OF COHOES
According to information contained in the proxy statement/prospectus
filed by Hudson and Cohoes with the SEC with respect to the Proposed Hudson
Merger, as of June 22, 2000, there were 7,912,255 shares of Cohoes Common Stock
outstanding. Pursuant to the Hudson Option Agreement, Cohoes granted Hudson an
option to purchase up to 1,574,538 shares of Cohoes Common Stock. The
information concerning Cohoes and the Proposed Hudson 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 Cohoes 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
Cohoes proxy statement for its 1999 Annual Meeting of Shareholders, regarding
the beneficial ownership of Cohoes Common Stock as of September 1, 1999 by (a)
each of Cohoes' current directors, (b) each of the named executive officers, (c)
all of Cohoes' directors and executive officers as a group, and (d) each person
who, to Cohoes' knowledge, beneficially owned more than 5% of the outstanding
Cohoes Common Stock as of such date:
<TABLE>
<CAPTION>
Percent Of
Shares Of Common Stock Outstanding
Name of Beneficial Owner Beneficially Owned (F1) Common Stock (F2)
---------------------------------------------------- --------------------------------- -------------------------
<S> <C> <C>
Cohoes Bancorp, Inc. Employee Stock Ownership Plan 744,455 F3: 8.2%
75 Remsen Street,
Cohoes New York 12047
Wellington Management Company, L.L.P. 908,100 F4: 10.0%
75 State Street
Boston, Massachusetts 02109
Harry L. Robinson, Director, President and Chief 164,989 F5: *
Executive Officer
Arthur E. Bowen, Director 29,902 F6: *
Peter G. Casabonne, Director 16,402 *
Michael L. Crotty, Director 16,771 *
Chester C. DeLaMater, Director 36,402 F7: *
Frederick G. Field, Jr., Director 17,677 F8: *
Duncan S. MacAffer, Director 23,241 F9: *
J. Timothy O'Hearn, Director 31,555 F10: *
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
R. Douglas Paton, Director 27,423 F11: *
Walter H. Speidel, Director 31,902 F12: *
Donald A. Wilson, Director 19,602 F13: *
Richard A. Ahl, Executive Vice President, Chief 98,689 F14: *
Financial Officer and Secretary
Albert J. Picchi, Senior Vice President of Cohoes 37,042 F15: *
Savings Bank
Directors and Executive Officers of Cohoes and 551,597 F16: 6.1%
Executive Officers of Cohoes Savings Bank, as a
group (13 persons)
</TABLE>
FN:
--------------------
F1: Amount includes shares held directly, as well as shares allocated to
such individuals under the Cohoes Bancorp, Inc. 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. The table also includes 10,402 shares
awarded in July 1999 to each non-employee director pursuant to the Cohoes
Recognition and Retention Plan.
F2: Based upon 9,075,588 shares outstanding on September 1, 1999. An
asterisk ("*") means that the percentage is less than 1%.
F3: Excludes 18,363 shares allocated to ESOP participants. First Bankers
Trust Company, the trustee of the ESOP, may be deemed to own beneficially the
unallocated shares held by the ESOP. Unallocated shares and allocated shares for
which no voting instructions are received are voted in the same proportion as
allocated shares voted by participants.
F4: Wellington Management Company, L.L.P. reports on a filing under Section
13(f) of the Securities Exchange Act of 1934 that as of June 30, 1999, it has
investment power over these shares. Details as to the ownership as of September
1, 1999 are unknown.
F5: Includes 90,000 unvested RRP shares awarded in July 1999; 21,000 shares
owned by Mr. Robinson through Cohoes Savings Bank's 401(k) Plan; 49,000 shares
owned by The Cohoes Savings Bank Rabbi Trust of which Mr. Robinson is the
beneficiary; and 689 shares allocated to Mr. Robinson in the ESOP.
F6: Includes 7,000 shares owned by The Cohoes Savings Bank Rabbi Trust of
which Mr. Bowen is the beneficiary and 1,000 shares owned by a testamentary
trust of which Mr. Bowen's wife is Trustee.
F7: Includes 1,000 shares owned by Mr. DeLaMater's spouse.
F8: Includes 3,277 shares owned by Mr. Field's spouse.
<PAGE>
F9: Includes 2,627 shares owned by an intervivos trust of which
Mr. MacAffer is trustee.
F10: Includes 1,700 shares owned directly by Mr. O'Hearn's children.
F11: Includes 11,835 shares owned by The Cohoes Savings Bank Rabbi Trust of
which Mr. Paton is the beneficiary.
F12: Includes 500 shares owned directly by Mr. Speidel's son.
F13: Includes 1,100 shares owned by The Cohoes Savings Bank Rabbi Trust of
which Mr. Wilson is the beneficiary.
F14: Includes 45,000 unvested RRP shares awarded in July 1999; 4000 shares
owned by Mr. Ahl through Cohoes Savings Bank's 401(k) Plan; 9,000 shares owned
by The Cohoes Savings Bank Rabbi Trust of which Mr. Ahl is the beneficiary;
25,000 shares owned by Mr. Ahl's spouse; and 689 shares allocated to Mr. Ahl in
the ESOP.
F15: Includes 22,500 unvested RRP shares awarded in July 19999; 4,648 shares
owned through the Cohoes Savings Bank's 401(k) Plan; and 468 shares allocated to
Mr. Picchi in the ESOP.
F16: This total includes shares beneficially owned by all directors and
executive officers listed in the table. All RRP shares, whether or not vested,
are included.
<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 Cohoes.
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
100,000 shares of Cohoes Common Stock and 108,500 shares of common stock of
Hudson. 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 Cohoes.
<PAGE>
IMPORTANT
If your shares are held in your own name, please sign, date and return
the enclosed GOLD 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 GOLD proxy card to your
broker or bank and contact the person responsible for your account to ensure
that a GOLD proxy is voted on your behalf.
Do not sign any white proxy card you may receive from Cohoes.
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
<PAGE>
APPENDIX A
THIS PROXY IS SOLICITED ON BEHALF OF TRUSTCO BANK CORP NY
IN OPPOSITION TO THE SOLICITATION BY THE COHOES BANCORP, INC. BOARD OF
DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS
OF COHOES BANCORP, INC.
TO BE HELD ON AUGUST 17, 2000
The undersigned stockholder of Cohoes Bancorp, Inc. ("Cohoes") 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 Cohoes which the undersigned is entitled to vote at
the Special Meeting of Stockholders of Cohoes to be held on August 17, 2000, at
the Century House, 997 New Loudon Road, Latham, New York at 3:00 p.m. local
time, and at any adjournments, postponements, continuations or reschedulings
thereof (the "Special Meeting"), with all the powers the undersigned would
possess if personally present at the Special 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 Special 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 special 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 Hudson River 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.
