Filed by TrustCo Bank Corp NY Pursuant to Rule 425
under the Securities Act of 1933 and deemed filed pursuant
to Rule 14d-2 of the Securities Exchange Act of 1934 Subject
Company: Cohoes Bancorp, Inc.(Commission File No.
000-25027)
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TRUSTCO
Bank Corp NY News Release
192 Erie Boulevard, Schenectady, New York, 12305
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(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank NASDAQ -- TRST
Contact: William F. Terry
Secretary
518-381-3611
FOR IMMEDIATE RELEASE:
INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS
TRUSTCO CANDIDATES FOR COHOES BANCORP, INC BOARD SEATS
Schenectady, New York - November 21, 2000
TrustCo Bank Corp NY (Nasdaq: TRST) today reported that Institutional
Shareholder Services (ISS), the nation's leading independent proxy advisory
firm, has recommended that shareholders of Cohoes Bancorp, Inc. vote for
TrustCo's four candidates for seats on the Cohoes Board of Directors at the
annual meeting of Cohoes shareholders to be held on November 30, 2000.
In advising Cohoes shareholders to vote for the TrustCo nominees and
withhold authority for the Cohoes nominees, ISS said: "On balance, we
believe that the circumstances in this contest warrant the election of
TrustCo's nominees to the Cohoes board of directors. The failure of the
incumbent directors to step forward and play the proper, productive role in
the sale of the company is clear evidence of the need for a change.
TrustCo's offer is simply too rich to ignore out of hand, particularly when
management has already conceded that it will sell the company and there are
no other, better offers for the company in sight. Therefore, the inability
of TrustCo and Cohoes management to sit down and hold productive
discussions, while understandable in light of previous events, clearly
calls for more active participation on the part of the Cohoes' board. The
election of four new nominees with no affiliation to either TrustCo or
Cohoes appears to be in the best available means of resolving the current
impasse and helping jump-start the meaningful discussions that would be in
shareholders best interests."
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Additionally the ISS report stated, "unfortunately it appears that the
Cohoes board has been entirely supine to date, failing to assert itself in
a process that desperately needs the intervention of the independent
directors."
Finally, "We recommend a vote FOR Item 1 (i.e., the TrustCo candidates) on
the Dissident Proxy (White Card)."
Institutional Shareholder Services, based in Rockville, MD, is an
independent advisor to more than 500 institutional shareholders on
corporate governance and proxy voting matters, including proxy contests,
management and shareholder resolutions, and other shareholder-related
issues. TrustCo has not obtained the written consent of ISS to quote
portions of its analysis and recommendation, however, ISS does not object
to the use of portions of its report.
Robert A. McCormick, President and CEO, of TrustCo Bank Corp NY said, "I am
gratified that ISS, a highly respected independent advisor, agrees with
TrustCo that the board of Cohoes has a duty to its shareholders to direct
management to pursue the TrustCo offer or find one that is better."
TrustCo urges Cohoes shareholders to promptly sign, date and return their
WHITE proxy by November 30, 2000. If you need assistance with voting your
shares, shareholders may call Georgeson Shareholder Communications Inc
toll-free at 800-223-2064.
TrustCo is a $2.4 billion bank holding company and through its subsidiary
banks, Trustco Bank, National Association, and Trustco Savings Bank,
operates 54 bank offices in Albany, Columbia, Greene, Montgomery,
Rensselaer, Saratoga, Schenectady, Schoharie, Warren, and Washington
counties. In addition, Trustco Bank, National Association operates a full
service Trust Department with $1.34 billion of assets under management.
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