Filed by TrustCo Bank Corp NY
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Cohoes Bancorp, Inc.
(Commission File No. 000-25027)
TRUSTCO BANK CORP NY (LOGO) ROBERT A. MCCORMICK
PRESIDENT & CEO
SEND A MESSAGE TO THE MANAGEMENT AND DIRECTORS OR COHOES
THEY ARE TO WORK IN YOUR BEST INTEREST NOT THEIRS
Dear Cohoes Shareholders:
The management of your company will not negotiate with TrustCo. Instead, they
want TrustCo to sign a confidentiality agreement, which
would prevent it from taking actions to acquire Cohoes for up to 18 months.
Meanwhile, Cohoes' management is proposing an amendment to its stock option and
restricted stock plans, which enriches select employees and directors. THIS
PROPOSAL DOES NOT ADD VALUE FOR SHAREHOLDERS.
REMEMBER
o Cohoes' stock price has increased only because of takeover speculation.
o Cohoes has underperformed its peer group financially.
o Cohoes' management and Board has shown through their failed merger with
Hudson River Bancorp its desire to maximize their personal benefits,
not the shareholders'.
TIME IS RUNNING SHORT
On the enclosed white proxy card:
VOTE "FOR" PROPOSAL 1 TO ELECT THE TRUSTCO NOMINEES
VOTE "AGAINST" PROPOSAL 2 TO AMEND THE STOCK OPTION PLAN
If you have already voted the blue card, you may change your vote by signing,
dating and returning the enclosed WHITE proxy card. If you need assistance in
voting your proxy or tendering your shares, please call Georgeson Shareholder
Communications at 1-800-223-2064
320 State Street P.O. Box 1082
Schenectady, NY 12301 (518)377-3311
