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
Companie: Cohoes Bancorp, Inc.(Commission File No.
000-25027)
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August 8, 2000
COMPARE THE OFFERS FOR COHOES BANCORP
TrustCo's offer $127 MILLION Hudson's offer $89 MILLION
WHO REALLY BENEFITS FROM THE COHOES/HUDSON MERGER?
o The CEO of Cohoes receives restricted stock. Estimated value $853,000.
o The CEO of Hudson River is entitled to $3,000,000 if not elected co-CEO
or CEO of the new company beginning three years
after the merger.
o Directors who are not elected to the new board may receive up to
$189,000 each over the next six years.
o Directors of Cohoes receive restricted stock. Estimated value $107,000
per director.
IT'S NOT TOO LATE. Even if you have voted for the acquisition of
Cohoes by Hudson River you can change your vote. Please sign the enclosed
Proxy card, vote AGAINST the merger, and return it in the enclosed envelope
today.
REMEMBER - ITS YOUR BANK, YOUR MONEY, AND YOUR DECISION.
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TrustCo Bank Corp NY intends to file Tender Offer Statements with the United
States Securities and Exchange Commission because its offers to acquire Cohoes
Bancorp, Inc. and Hudson River Bancorp, Inc. have been rejected. We urge
investors to carefully read these documents at the time they are filed because
they will contain important information regarding the proposed acquisitions.
These documents will be available for free to any investor at the United States
Securities and Exchange Commission's web site (www.sec.gov). Shareholders of
TrustCo, Cohoes and Hudson River may obtain a free copy of these documents upon
written request to TrustCo Bank Corp NY, 320 State Street, Schenectady, NY
12305, Attention: Secretary.
The above estimates were based on a closing price for HRBT of $11.875 as of
6/30/00. The above information was extracted from Form S-4/A Registration
Statement Hudson River Bancorp, Inc. filed 6/30/00, and TrustCo Bank Corp NY
Definitive Proxy filed 7/31/00.
