SCHEDULE 14-A 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
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Cohoes 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) Filling Proxy Statement)
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:
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
5) Total fee paid:
.......................................................................
[ ] Fee previously paid:
[ ] 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:
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PROXY STATEMENT
OF
TRUSTCO BANK CORP NY
IN OPPOSITION TO THE MANAGEMENT OF
COHOES BANCORP, INC.
2000 Annual Meeting of Cohoes Bancorp, Inc. Stockholders
*Please sign, date and return the enclosed WHITE Proxy Card*
This proxy statement and the accompanying white proxy card are being
furnished to stockholders of Cohoes Bancorp, Inc. ("Cohoes") by TrustCo Bank
Corp NY, a New York corporation ("TrustCo"), in connection with the solicitation
of proxies from Cohoes stockholders which are to be used at the 2000 Annual
Meeting of Stockholders (the "Annual Meeting") of Cohoes, including any
adjournments, postponements or reschedulings thereof. The Cohoes' Annual Meeting
will be held at the Cohoes Community Center, 22-40 Remsen Street, Cohoes, New
York on Thursday, November 30, 2000 at 4:00 p.m. Stockholders as of October 19,
2000 (the "Record Date") will be entitled to notice of and to vote at the Annual
Meeting. Stockholders of record at the close of business on the Record Date will
be entitled to one vote for each share of Cohoes common stock, par value $.01
per share, held on the Record Date. TrustCo, together with all of the
participants in this solicitation, beneficially owns 100,000 shares of Cohoes
common stock, representing 1.3% of the total Cohoes common stock outstanding and
entitled to vote at the Annual Meeting. As of the Record Date Cohoes had
7,912,705 shares of common stock outstanding .
Based upon information contained in Cohoes' Annual Meeting proxy
statement, at the Annual Meeting, Cohoes stockholders will consider and vote
upon the following matters:
1. The election of four directors, each to serve for a three-year term of
office;
2. To amend the Cohoes 1999 Stock Option and Incentive Plan and the Cohoes
1999 Recognition and Retention Plan to revise the provisions relating to
the vesting of options and restricted stock awards; and
3. The ratification of the appointment of Arthur Andersen LLP as Cohoes'
independent public accountants.
We believe that the actions of Cohoes' current Board of Directors, most
recently the unsuccessful attempt to merge with Hudson River Bancorp, Inc., call
into question whether the current Board of Directors is acting in the best
interests of all Cohoes stockholders. TrustCo is soliciting proxies to obtain
representation on the Cohoes Board, and to demonstrate stockholder
dissatisfaction with recent actions of the Cohoes Board of Directors and
management, including, in particular, (i) the failure by the Cohoes Board of
Directors to consider TrustCo's proposal to acquire Cohoes at a significantly
higher price than that offered to Cohoes stockholders as part of the failed
Cohoes-Hudson River Bancorp merger, and (ii) the Cohoes Board of Directors
decision to seek to amend its Stock Option Plan and Incentive Plan and
Recognition and Retention Plan to provide for accelerated vesting of benefits in
the event of a change of control of Cohoes, or if otherwise determined by the
Board of Directors. We are convinced that a more thorough review of Cohoes'
strategic alternatives, and a greater commitment to pursuing stockholders'
interests, can only be realized by having new directors on the Cohoes Board.
Therefore, TrustCo is soliciting your proxy in support of the election of M.
Norman Brickman, Thomas P. Collins, Thomas O. Maggs, and Peter A. Pastore to the
Cohoes Board of Directors. Their backgrounds are described below. This proxy
statement and White Proxy Card are being first mailed or furnished to
stockholders on or about October _____, 2000.
WE URGE YOU NOT TO RETURN THE BLUE PROXY CARD SENT TO YOU BY COHOES.
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THIS SOLICITATION IS BEING MADE BY TRUSTCO
AND NOT ON BEHALF OF THE COHOES BOARD OF DIRECTORS OR MANAGEMENT
Your vote is important, no matter how many or how few shares you own.
We urge you to mark, sign, date and return the enclosed WHITE proxy card in the
enclosed postage-paid envelope to vote FOR the election of M. Norman Brickman,
Thomas P. Collins, Thomas O. Maggs, and Peter A. Pastore to the Board of
Directors and AGAINST the amendments to the Cohoes 1999 Stock Option Plan and
Incentive Plan and 1999 Recognition and Retention Plan. TrustCo makes no
recommendation with respect to the ratification of Arthur Andersen LLP as
Cohoes' independent auditors.
When you return our proxy card you are voting for Messrs. Brickman,
Collins, Maggs, and Pastore, and against the amendments to the Cohoes 1999 Stock
Option Plan and Incentive Plan and1999 Recognition and Retention Plan. There can
be no assurance that all of our nominees will be elected to the Cohoes Board of
Directors. In the event that less than all of our nominees are elected to the
Cohoes Board of Directors there is no assurance that any of the other persons
nominated to the Cohoes Board by either Cohoes or Ambanc Holding Co., Inc., will
serve as Directors if our nominees are elected to the Board. A plurality of the
votes cast will determine who will be elected to the Cohoes Board of Directors.
A majority of the votes cast are required in order to approve the proposal to
amend the Cohoes 1999 Stock Option Plan and Incentive Plan and 1999 Recognition
and Retention Plan.
WE BELIEVE THAT THE COHOES BOARD HAS FAILED TO MAXIMIZE STOCKHOLDER VALUE
o In October 1998, Cohoes terminated its merger agreement with
SFS Bancorp, Inc. The break-up fee that Cohoes had to pay SFS
Bancorp, Inc. totaled $2.0 million, which increased Cohoes'
non-interest expense for the fiscal year ended June 30,
1998.(1) Cohoes management has failed to advise its
stockholders why terminating the SFS Bancorp, Inc. merger was
more beneficial than completing the merger.
o In connection with the Cohoes-Hudson River Bancorp merger,
Cohoes' President and Chief Executive Officer was to receive
an employment agreement with a six-year term(2), which we
believe significantly exceeds industry norms. We believe that
an employment agreement with a six-year term does not protect
the interests of stockholders but serves the interests of the
President and Chief Executive Officer.
o Cohoes' Chief Executive Officer received a 27% increase in his
salary for fiscal year 1999 as compared to 1998,
notwithstanding a 41% decrease in Cohoes' net income during
this period.(1)(3) The average increase in salaries for chief
executive officers of banks and thrifts with assets between
$500 million and $1.0 billion was 7.3% in 1999.(4)
o Cohoes' return-on-average equity was 4.62% for fiscal year
2000. This ratio is far below Cohoes' peer institutions.(5)(6)
o For the fiscal year ended June 30, 2000, Cohoes' efficiency
ratio (normally determined by dividing non-interest expense by
net interest income plus non-interest income) was 63.18%. The
higher the efficiency ratio, the less efficiently the
institution is operated. The average efficiency ratio for New
York-based thrifts was 48.03% as of March 31, 2000.(5)
o Cohoes' IPO price was $10 per share. On April 25, 2000, the
last trading day before public announcement of the
Cohoes-Hudson River Bancorp merger, the last reported price of
the Cohoes common stock was $9.813(2) C NEGATIVE RETURN ON
YOUR INVESTMENT(7). We believe that the most recent increases
in Cohoes' common stock price reflect takeover speculation.
What will happen to Cohoes' stock price if there is no
takeover of Cohoes?
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o Cohoes has made significant restricted stock awards and stock
option grants to management and the current Board of
Directors. Cohoes Board of Directors now proposes to amend its
1999 Stock Option and Incentive Plan and 1999 Recognition and
Retention Plan in a manner that would further dilute any
merger value to stockholders by accelerating the vesting of
such stock benefits.(8) This proposal does not maximize
stockholder value.
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(1) Based on information contained in Cohoes Bancorp, Inc. Annual Report on
Form 10-K for the year ended June 30, 1999 ("1999 10-K").
(2) Based on information contained in Cohoes Bancorp, Inc.'s proxy/prospectus
dated July 11, 2000.
(3) Based on information contained in Cohoes Bancorp, Inc.'s proxy statement
for its 1999 Annual Meeting of Stockholders and 1999 Form 10-K.
(4) Based on information contained in SNL's 2000 Executive Compensation Review.
TrustCo did not obtain SNL's consent to quote this information.
(5) Based on information contained in SNL's Quarterly Thrift Digest, June 2000,
for New York Thrifts. TrustCo did not obtain SNL's consent to quote this
information.
(6) Based on information contained in Cohoes Bancorp, Inc.'s Annual Report on
Form 10-K for the year ended June 30, 2000.
(7) Exclusive of dividends.
(8) Based on information contained in Cohoes Bancorp, Inc.'s proxy statement
for the 2000 Annual Meeting of Stockholders.
OBJECTIVES OF TRUSTCO
TrustCo is a bank holding company headquartered in Schenectady, New
York, that operates through its bank subsidiaries Trustco Bank, National
Association, and Trustco Savings Bank, which have 54 offices in upstate New
York. As of June 30, 2000, TrustCo had total assets of approximately $2.4
billion and stockholders' equity of $176.0 million. TrustCo's return-on-average
equity was 24.30% (on an annualized basis) and 22.52% for the six months ended
June 30, 2000, and the fiscal year ending December 31, 1999, respectively.
After careful analysis of the operations, management, and financial
performance of Cohoes, we have concluded that the strategic decisions and
ongoing actions of the current Cohoes Board and management have not been in the
best interests of stockholders.
On June 9, 2000, TrustCo made an offer to acquire Cohoes. This offer
was extended in letters delivered to the Board of Directors of Cohoes. On June
23, 2000, Cohoes summarily rejected TrustCo's offer. Consequently, on June 26,
2000, TrustCo announced its intention to initiate a tender offer to acquire
Cohoes common stock directly from Cohoes stockholders in an exchange offer. Our
tender offer was originally for $16.00 in TrustCo stock, which substantially
exceeded the price offered by the failed Hudson River Bancorp merger.
On August 17, 2000, Cohoes stockholders rejected the proposed merger
with Hudson River Bancorp, Inc. We believe that the Cohoes Board of Directors
should respect that vote and begin discussions and negotiations with TrustCo,
with the goal of combining our companies. We believe that your vote against the
Cohoes-Hudson River Bancorp merger sent a strong message to the Cohoes' Board of
Directors that you want to preserve your opportunity to accept the superior
value represented by TrustCo's offer.
Since August 17, 2000, we have attempted to have meaningful discussions
with Cohoes' management and Chairman of the Board to discuss the acquisition of
Cohoes by TrustCo for a price of $18.00 per share. TrustCo delivered to Cohoes
written proposals dated August 30, 2000 and September 7, 2000 that expressed
TrustCo's desire to acquire Cohoes at a price of $18.00 per share. In spite of
our efforts, Cohoes' management and Board have been unwilling to discuss
TrustCo's offer with TrustCo's management. Moreover, more than five weeks after
Cohoes stockholders failed to approve the Cohoes-Hudson River Bancorp merger,
Cohoes announced the termination of its merger agreement with Hudson River
Bancorp. On September 28, 2000, Cohoes publicly stated that its Board of
Directors and management, together with their financial and legal advisors,
would immediately begin a "comprehensive exploration of all strategic options"
which include the sale of Cohoes to a larger financial
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institution. Cohoes announcement failed to indicate whether the Cohoes Board of
Directors had considered TrustCo's $18.00 per share offer or whether the Board
of Directors had determined TrustCo's offer to be inadequate. Consequently,
TrustCo has decided to make its offer directly to Cohoes' stockholders for
$18.00 per share in a combination of TrustCo stock and cash. We have filed a
registration statement with the Securities and Exchange Commission relating to
our offer. We believe that by electing TrustCo's nominees to the Cohoes Board
you will send the message that you are interested in obtaining more value for
your shares, and that you will reject transactions that perpetuate or reward
management at any cost to you as stockholders.
WE BELIEVE THAT OUR NOMINEES WILL PROTECT YOUR INTERESTS BY
INSISTING THAT THE COHOES BOARD CONSIDER THE TRUSTCO OFFER
AND OFFERS FROM ANY OTHER POTENTIAL ACQUIRORS AND TO ACT IN
THE BEST INTEREST OF ALL STOCKHOLDERS.
o BY VOTING FOR TRUSTCO'S NOMINEES, YOU CAN SEND A MESSAGE THAT COHOES
START ENGAGING IN GOOD FAITH MERGER NEGOTIATIONS WITH TRUSTCO AND ANY
OTHER INTERESTED ACQUIRORS.
Since TrustCo's initial expression of interest in acquiring Cohoes in June
2000, more than four months ago, Cohoes has refused to engage in any substantive
discussions with TrustCo regarding TrustCo's proposal to acquire Cohoes. On
September 28, 2000 Cohoes finally terminated its merger agreement with Hudson
and announced that they will "immediately begin a comprehensive exploration of
all strategic options," which could, Cohoes admits, include the sale of Cohoes
to a larger financial institution. The proxy statement for Cohoes' August 17,
2000 meeting of stockholders stated that Cohoes has, on an ongoing basis,
considered strategic options for increasing stockholder value. TrustCo believes
that last week's announcement is merely another attempt to delay the inevitable.
It is time for Cohoes to stop delaying. Your vote for TrustCo's director
nominees will tell Cohoes clearly and unequivocally that it's time for Cohoes to
enter into good faith merger negotiations with TrustCo and anyone else
interested in acquiring Cohoes.
o A VOTE FOR TRUSTCO'S NOMINEES WILL SEND A MESSAGE TO YOUR BOARD THAT
IT IS TIME FOR THEM TO TAKE CONTROL OF COHOES AND DELIVER VALUE TO
STOCKHOLDERS.
TrustCo believes that one reason for the failure of Cohoes to receive
stockholder approval of its proposed deal with Hudson River was the perception
that Cohoes' management was enriching and entrenching itself at the expense of
Cohoes stockholders. Unfortunately, management's attempts to enrich and entrench
itself appear to TrustCo to be continuing. When Cohoes terminated its merger
agreement with Hudson River on September 28, 2000, it only amended - but did not
terminate - the stock option agreements it entered into with Hudson River. As a
result, the cost to acquire Cohoes prior to the expiration of the option is
increased by $3.5 million, which will go to Hudson River rather than Cohoes
stockholders. We believe this amendment is designed to further entrench
management and is diametrically opposed to increasing stockholder value. We also
believe that the proposal to amend the Cohoes 1999 Stock Option Plan and
Incentive Plan and 1999 Recognition and Retention Plan is another attempt at
enrichment and entrenchment by, once again, proposing to increase management
compensation at the expense of stockholder value. TrustCo believes that the
continued existence of the option and the proposed amendments to the benefit
plans make Cohoes more expensive and consequently less attractive to potential
acquirors. We believe it is time for Cohoes' Board of Directors to wrest control
of the Company away from Cohoes' management, which TrustCo believes has lost
credibility in light of its failed merger transaction with Hudson River. By
voting for TrustCo's director nominees, Cohoes stockholders can send a wake-up
call to the Cohoes Board of Directors that it is time for them to pursue a
merger transaction that will provide Cohoes stockholders with a premium above
the price levels at which TrustCo believes the Cohoes common stock could be
expected to trade in the absence of the proposed TrustCo offer and what TrustCo
believes is the market's expectation that Cohoes will be acquired in the near
future.
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For these reasons, we have decided to initiate a proxy contest to gain four
seats on the Board of Directors. If our nominees, M. Norman Brickman, Thomas P.
Collins, Thomas O. Maggs, and Peter A. Pastore are elected and take office as
directors, each intends to simultaneously:
(1) consider a review of the outstanding proposals to acquire Cohoes; and
(2) ask the Board of Directors to contact representatives of TrustCo and
others regarding the possibility of entering into a negotiated
transaction.
Because Messrs. Brickman, Collins, Maggs and Pastore would, if elected,
constitute a minority of the Board of Directors, any action authorizing a
negotiated transaction with TrustCo or another potential acquiror would require
the approval of other directors of Cohoes. There can be no guarantee that the
other members of the Cohoes Board of Directors will agree to consider the
TrustCo offer or any other offer presented. However, we believe that such action
will be more likely if there are persons elected to the Board of Directors who
are committed to achieving such results.
Our nominees are committed, subject to their fiduciary duties to Cohoes
stockholders, to giving all Cohoes stockholders the opportunity to receive the
maximum value for their shares by entering into negotiations with TrustCo and
any other interested acquiror. A vote FOR M. Norman Brickman, Thomas P. Collins,
Thomas O. Maggs, and Peter A. Pastore will enable you as the owners of Cohoes to
send a message to the Board that you are committed to entering into a negotiated
transaction with TrustCo and any other interested acquiror as a means of
maximizing the value of your shares. A vote AGAINST Proposal No. 2 will allow
you to express your displeasure over the desire of the Cohoes Board to increase
their benefits under existing benefit plans.
Your vote is important, no matter how many or how few shares you own. We urge
you to sign, date and return the enclosed WHITE proxy card today to vote FOR the
election of M. Norman Brickman, Thomas P. Collins, Thomas O. Maggs, and Peter A.
Pastore , and AGAINST Amendments to the Cohoes 1999 Stock Option Plan and
Incentive Plan and 1999 Recognition and Retention Plan.
Further information regarding TrustCo is contained at Schedule I to this Proxy
Statement.
HOW TO VOTE BY PROXY
To elect our nominees to the Board, and to vote Against Proposal No. 2,
promptly complete, sign, date and mail the enclosed WHITE proxy card in the
enclosed postage-paid envelope. Whether you plan to attend the Annual Meeting or
not, we urge you to complete and return the enclosed WHITE proxy card. Any proxy
may be revoked at any time prior to the time a vote is taken by delivering to
the Secretary of Cohoes a notice of revocation bearing a later date, by
delivering a duly executed proxy bearing a later date or by attending the Annual
Meeting and voting in person (but attendance at the Annual Meeting will not by
itself constitute revocation of a prior-delivered proxy).
Properly executed proxies will be voted in accordance with the
directions indicated thereon. If you sign the WHITE proxy card but do not make
any specific choices, your proxy will vote your shares as follows:
Proposal 1.
- "FOR" the election of our four nominees to the Board of Directors - M.
Norman Brickman, Thomas P. Collins, Thomas O. Maggs, and Peter A. Pastore.
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Proposal 2.
- "AGAINST" the amendments to the Cohoes 1999 Stock Option Plan and
Incentive Plan and1999 Recognition and Retention Plan to revise the provisions
relating to the vesting of options and restricted stock awards.
Proposal 3.
- "ABSTAIN" as to the ratification of Arthur Andersen LLP as
independent public accountants - We do not make a recommendation with respect to
this proposal.
If any other matter is presented at the Annual Meeting, your proxy will
be voted in accordance with the best judgment of the persons named on the
attached proxy card. At the time of mailing this Proxy Statement, we know of no
matters that needed to be acted on at the Annual Meeting other than those
discussed in this Proxy Statement.
If any of your shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the Record Date, only that entity can vote
your shares and only upon its receipt of your specific instructions.
Accordingly, please contact the person responsible for your account at such
entity and instruct that person to execute and return the WHITE proxy card on
your behalf. You should also sign, date and mail the WHITE proxy card your
broker or banker sends you when you receive it. Please do this for each account
you maintain to ensure that all of your shares are voted. Abstentions and broker
non-votes will be counted for purposes of determining that a quorum is present.
REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS, SO RETURN THE WHITE CARD EVEN IF YOU
PREVIOUSLY MAILED IN A PROXY.
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
Telephone Toll Free 1-800-223-2064
This Proxy Statement relates solely to the solicitation of proxies in
connection with the matters to be considered at the Cohoes Annual Meeting 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.
Please refer to Cohoes' proxy statement for a full description of
management's proposals, the securities ownership of Cohoes' directors and
executive officers, information about Cohoes' officers and directors, including
compensation, information about the ratification of the appointment of Arthur
Andersen LLP as independent auditors and the date by which stockholders must
submit proposals for inclusion in the next Annual Meeting.
MATTERS TO BE DECIDED AT THE ANNUAL MEETING
Proposal 1. Election of Four Directors to a Three-Year Term of Office
Cohoes currently has eleven directors, and the terms of four of these
directors will expire at the Annual Meeting. TrustCo proposes that stockholders
elect M. Norman Brickman, Thomas P. Collins, Thomas O. Maggs, and Peter A.
Pastore to fill the seats open for election at the Annual Meeting. Set forth
below is information
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concerning Mr. Brickman's, Mr. Collins', Mr. Maggs', and Mr. Pastore's principal
occupation, experience and certain other matters. If elected, Mr. Brickman, Mr.
Collins, Mr. Maggs, and Mr. Pastore would hold office until the 2003 annual
meeting of stockholders and until their successors have been elected and
qualified. Although TrustCo has no reason to believe that any of TrustCo's
nominees would be unable to serve as a Cohoes director, if any of them is unable
to serve or for good cause will not serve, the persons named as proxies on the
WHITE proxy card will vote for the election of another nominee or nominees as
may be proposed by TrustCo.
To date, the incumbent Cohoes Board of Directors has resisted TrustCo's
attempts to negotiate a merger of Cohoes with TrustCo. If elected, each of Mr.
Brickman, Mr. Collins, Mr. Maggs, and Mr. Pastore will, subject to their
fiduciary duties, seek the prompt review of TrustCo's offer to acquire Cohoes
and any other potential transaction that will maximize stockholder value. Each
of TrustCo's nominees will evaluate all offers on the basis of the value of the
consideration offered, the ability of the offeror to finance the bid, the
quality and prospects of any non-cash consideration offered (including the
financial condition of any offeror that is offering non-cash consideration), and
the timing and likelihood of receiving necessary regulatory approvals.
Mr. Brickman, Mr. Collins, Mr. Maggs, and Mr. Pastore would comprise only
four directors on Cohoes' eleven member board. Consequently there can be no
assurance that Cohoes' Board of Directors will agree to enter into discussions
with TrustCo even if all of TrustCo's nominees are elected.
Each of Mr. Brickman, Mr. Collins, Mr. Maggs, and Mr. Pastore disclaim any
beneficial interest in any shares of Cohoes common stock owned by TrustCo.
M. Norman Brickman, is 75 years old and his address is 35 Greyledge Drive,
Albany, New York. Mr. Brickman was the President of D. Brickman, Inc., a
wholesale fruit and produce business for twenty years until ================
1998. From 1998 until 1999 Mr. Brickman was Vice President of D. Brickman, Inc.,
and he currently serves as its Secretary. Mr. Brickman is a United States
citizen.
Thomas P. Collins, CPA, is 64 years old and his address is 19 Red Oak Lane,
Renssalaer, New York. For the past 10 years Mr. Collins has been the President
and owner of The Preferred Group, an Albany based business specializing in
employee benefits advisory services. Mr. Collins also serves as a director of
the following organizations: Capital District Physicians' Health Plan, Mason
Insurance Co. and Universal Benefits, Inc. Mr. Collins is a United States
citizen.
Thomas O. Maggs is 55 years old and his address is 18 Sunnyside Road,
Scotia, New York. For the past 13 years, Mr. Maggs has been the President of
Maggs & Zack, business insurance brokers. Mr. Maggs is a trustee of the
Rensselaerville Institute and a member of the Commission of New York State
Historic Sites and Parks. Mr. Maggs is a United States citizen.
Peter A. Pastore, is 44 years old and his address is 75 Fairfield Drive,
Voorheesville, New York. Mr. Pastore is principal in the law firm of McNamee,
Lochner, Titus & Williams, P.C., an Albany based law firm. Mr. Pastore is a
United States citizen.
During the last ten years: (i) none of TrustCo, Mr. Brickman, Mr. Collins,
Mr. Maggs, or Mr. Pastore, to the best of their knowledge, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors);
and (ii) none of TrustCo, Mr. Brickman, Mr. Collins, Mr. Maggs, or Mr. Pastore,
to the best of their knowledge, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
The voting power over Cohoes' securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement
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of a manager or a general partner.
Schedule II lists certain information regarding TrustCo, Mr. Brickman, Mr.
Collins, Mr. Maggs, and Mr. Pastore, including their holdings of Cohoes common
stock and transactions in the common stock during the last two years.
Except as set forth herein, neither TrustCo, Mr. Brickman, Mr. Collins, Mr.
Maggs, nor Mr. Pastore is now, or within the past year has been, a party to any
contract, arrangement or understanding with any person with respect to any
securities of Cohoes (including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies).
There are no material proceedings to which TrustCo or any of its associates
is a party adverse to Cohoes or any of its subsidiaries or has a material
interest adverse to Cohoes or any of its subsidiaries. Except as described
herein, neither TrustCo, Mr. Brickman, Mr. Collins, Mr. Maggs, Mr. Pastore, nor
any associate of such persons has any interest in the matters to be voted upon
at the Annual Meeting, other than an interest, if any, as a stockholder of
Cohoes. Each of Mr. Brickman, Mr. Collins, Mr. Maggs, and Mr. Pastore has
consented to being nominated to serve as a director of Cohoes, named as a
nominee in TrustCo's proxy statement and to serve, if elected.
Except as described herein or in Schedule II, neither TrustCo, Mr.
Brickman, Mr. Collins, Mr. Maggs, Mr. Pastore nor any associate of such persons:
(1) has engaged in or has a direct or indirect interest in any transaction or
series of transactions since the beginning of Cohoes' last fiscal year, or in
any currently proposed transaction, to which Cohoes or any of its subsidiaries
is a party where the amount involved was in excess of $60,000; (2) has been
indebted to Cohoes or any of its subsidiaries; (3) has borrowed any funds for
the purpose of acquiring or holding any securities of Cohoes, or is presently,
or has been within the past year, a party to any contract, arrangement or
understanding with any person with respect to any securities of Cohoes, any
future employment by the Cohoes or its affiliates, or any future transaction to
which Cohoes or any of its affiliates will or may be a party; or (4) is the
beneficial or record owner of any securities of Cohoes or any parent or
subsidiary thereof.
Proposal 2. Amendments to the Cohoes 1999 Stock Option Plan and Incentive Plan
and 1999 Recognition and Retention Plan to revise the provisions relating to the
vesting of options and restricted stock awards.
Cohoes' Board of Directors is proposing to amend its 1999 Stock Option Plan
and Incentive Plan and its 1999 Recognition and Retention Plan. The purpose of
these amendments would be to: (1) permit Cohoes to remove various restrictions
on the acceleration of option grants and restricted stock awards; (2) provide
that new awards would vest at a rate determined by the Cohoes Board of Directors
or a committee administering the plans; and (3) provide for accelerated vesting
of option grants and restricted stock awards upon a change of control of Cohoes
or the retirement of the employee.
Based upon information contained in Cohoes' proxy statement for its Annual
Meeting of Stockholders, each of the 10 non-employee directors of Cohoes has
8,322 unvested shares of restricted stock and unvested options to acquire 20,804
shares of common stock. Harry L. Robinson has 90,000 unvested shares of
restricted stock and unvested options to acquire 225,000 shares of common stock.
Richard A. Ahl has 45,000 unvested shares of restricted stock and unvested
options to acquire 112,500 shares of common stock. Albert J. Picchi has 22,500
unvested shares of restricted stock and unvested options to acquire 56,250
shares of common stock. Other officers and employees have 58,440 unvested shares
of restricted stock and unvested options to acquire 144,596 shares of common
stock.
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We believe that the proposed amendments are not in the best interests of
stockholders for the following reasons:
o The Cohoes Board of Directors has stated that it is exploring all
strategic options, including the sale of Cohoes. The amendments to the
stock benefit plans would result in the dilution of your stock
ownership interest in Cohoes without any benefit in return. We believe
that the amendments would result in your receiving less per share in
the event of a sale of Cohoes because the total Cohoes shares to be
acquired in a sale would increase by the 209,160 restricted shares and
the 746,388 shares that would be acquired upon the exercise of
options(1). If the amendments were adopted, all of the options and
restricted shares would be accelerated upon a change of control
without any commensurate increase in the value of Cohoes.(2) Although
the Cohoes' Board of Directors says it is interested in maximizing
value for current Cohoes stockholders, we believe the proposed
amendments would produce the opposite result.
o If Cohoes does not enter into an agreement to be sold and the
restrictions on the restricted stock awards and stock option grants
are modified or removed, Cohoes may have to recognize additional
compensation expense which will adversely affect its net income.
----------------------
(1) Value of each option would be determined as the difference between the
sales price of the Cohoes' common stock less the option exercise price.
(2) Under certain circumstances, the economic benefit of the restricted stock
awards and stock option plans may be paid out to Messrs. Robinson, Ahl and
Picchi pursuant to their employment agreements.
The Cohoes Board has indicated that the 1999 Stock Option Plan and
Incentive Plan and the 1999 Recognition and Retention Plan were adopted to
attract and retain qualified personnel in key positions, retain directors,
provide officers and employees with a proprietary interest in Cohoes as a
performance incentive and reward key employees for outstanding performance. We
believe the best way to ensure the goals stated by the Cohoes Board is to have
the Cohoes directors and employees earn their awards over 5 years, which was the
original intention of the Board of Directors at the time the options were
granted and restricted stock was awarded. This is the basis upon which
stockholders approved these plans only one year ago. TrustCo believes that
Cohoes' management has not provided Cohoes' stockholders with the financial
results that justify these increased benefits. As noted above, Cohoes return on
average equity during its 2000 fiscal year is far below its peer group.
The Cohoes Board of Directors has not demonstrated that the adoption of the
proposed amendments will in any way enhance stockholder value. We believe that
adoption of the amendments will effectively reduce the amount per share that a
stockholder of Cohoes will receive in the event of a sale of Cohoes, and if such
a sale does not occur, the amendment may negatively impact the earnings of
Cohoes. For these reasons TrustCo recommends that stockholders vote "Against"
approval of the amendments to the Cohoes 1999 Stock Option Plan and Incentive
Plan and 1999 Recognition and Retention Plan.
The amendments to the Cohoes 1999 Stock Option Plan and Incentive Plan and
1999 Recognition and Retention Plan are set forth at Appendix A and Appendix B
to the Cohoes proxy statement, are incorporated by reference into this proxy
statement and should be reviewed in their entirety.
Proposal 3. Ratification of Arthur Andersen LLP as Cohoes' independent public
accountants
In the past, Cohoes has asked stockholders to ratify the solicitation
of Arthur Andersen LLP as Cohoes' independent public accountants. We are
providing the means for stockholders to vote on the ratification of Arthur
Andersen LLP as Cohoes' independent public accountants for the year ending June
30, 2001. TrustCo, however, does not make a recommendation with respect to such
ratification.
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Other Matters
The Cohoes proxy statement contains information regarding: (1)
securities ownership of 5% or more beneficial ownership and management; (2) the
committees of Cohoes' Board of Directors; (3) the meetings of the Board of
Directors and all committees thereof; (4) the background of the management
nominees to the Board of Directors; (5) the compensation and remuneration paid
and payable to Cohoes' directors and management; (6) stock price performance;
and (7) the submission of stockholder proposals at the Annual Meeting of
stockholders. TrustCo has no knowledge of the accuracy of Cohoes' disclosures in
its proxy materials.
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). The expenses to conduct the solicitation are expected to
be $__________, of which $_________ has been spent as of the date of this proxy.
TrustCo will bear the costs of the solicitation and will not seek reimbursement
of expenses from Cohoes.
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 . 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.
YOUR VOTE IS IMPORTANT
(1) No matter how many shares you own, we are seeking your support.
(2) Please vote "FOR" Mr. Brickman, Mr. Collins, Mr. Maggs, and Mr.
Pastore and vote "AGAINST" the proposal to amend the Cohoes 1999
Stock Option Plan and Incentive Plan and 1999 Recognition and
Retention Plan by signing, dating, and mailing in the enclosed
postage-paid envelope the enclosed WHITE proxy card as soon as
possible. Only your latest dated proxy counts.
(3) Even if you have already returned a proxy to the Cohoes Board of
Directors, you have every legal right to revoke it by signing,
dating, and mailing the enclosed WHITE proxy card or by voting in
person at the Annual Meeting.
10
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You Can Call If You Have Questions
If you have any questions or require any assistance, please contact
William F. Terry, TrustCo Bank Corp NY at 518-381-3611, or our proxy solicitors,
Georgeson Shareholder Communications, Inc., toll free at 1-800-223-2064.
We believe that it is in your best interest to elect our nominees as
Directors at the Annual Meeting and to vote Against the proposal to amend the
Cohoes 1999 Stock Option Plan and Incentive Plan and 1999 Recognition and
Retention Plan set forth as Proposal No. 2. TrustCo strongly recommends a vote
FOR our nominees, Mr. Brickman, Mr. Collins, Mr. Maggs, and Mr. Pastore, and a
vote AGAINST Proposal No. 2.
Sincerely,
Robert A. McCormick
President and Chief Executive Officer
PLEASE SIGN AND DATE YOUR WHITE PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS NECESSARY.
11
<PAGE>
SCHEDULE I
CERTAIN INFORMATION ABOUT TRUSTCO
TrustCo is a bank holding company registered under the Bank Holding
Company Act. Its principal executive offices are located at 320 State Street,
Schenectady, New York 12305, and its telephone number at that location is (518)
377-3311.
TrustCo provides a full range of financial and fiduciary services
through its bank subsidiaries, Trustco Bank, National Association, and Trustco
Savings Bank, which have 54 banking offices in the upstate New York area. As of
June 30, 2000, TrustCo had, on a consolidated basis, total assets of
approximately $2.4 billion, total deposits of approximately $2.0 billion and
total stockholders' equity of approximately $176.1 million. On July 28, 2000,
TrustCo completed its cash acquisition of Landmark Community Bank ("Landmark"),
Canajoharie, New York for $21.00 per share.
TrustCo's Registration Statement relating to the exchange offer for
Cohoes common stock (the "Exchange Offer"), which contains the Exchange Offer
prospectus and the related letter of transmittal, has been filed with the
Securities and Exchange Commission (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 a proxy
statement 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, NW, 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,
NW, 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.
12
<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
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 common stock of Cohoes Bancorp, Inc. Neither Mr. Brickman, Mr.
Collins, Mr. Maggs, and Mr. Pastore beneficially own shares of Cohoes common
stock, nor have they purchased or sold any shares of Cohoes common stock within
the past two years. 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.
Mr. Brickman's business address is: P.O. Box 4335
Albany, New York 12211
Mr. Collins' business address is: 24 Madison Avenue Extension
Albany, New York 12203
Mr. Maggs' business address is: 501 State Street
Schenectady, New York 12305
Mr. Pastore's business address is: 75 State Street
Albany, New York 12201
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<TABLE>
<CAPTION>
Set forth below are the transactions in Cohoes common stock by TrustCo
during the past two years. All transactions were made as open market purchases.
Date of Transaction Shares Price
------------------- --------- -----------
<S> <C> <C>
04/28/2000 8,500 $ 11.375
04/28/2000 13,500 11.6875
05/01/2000 10,000 11.5625
05/01/2000 5,000 11.50
05/03/2000 25,000 11.50
05/03/2000 7,500 11.50
05/04/2000 4,000 11.50
05/05/2000 2,500 11.50
05/08/2000 6,000 11.50
05/08/2000 4,000 11.50
05/09/2000 4,000 11.50
05/11/2000 10,000 11.3125
</TABLE>
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF TRUSTCO BANK CORP NY
IN OPPOSITION TO THE SOLICITATION BY
COHOES BANCORP INC.'S BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
ANNUAL MEETING OF STOCKHOLDERS
The undersigned 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 shares of common stock, par value $.01 per
share, of Cohoes Bancorp, Inc. (the "Company"), which the undersigned is
entitled to vote at the Annual Meeting of Stockholders or any adjournment(s) or
postponement(s) or reschedulings thereof (the "Meeting"), as follows:
1. ELECTION OF DIRECTORS - TRUSTCO NOMINEES
TrustCo's nominees are: M. Norman Brickman, Thomas P. Collins, Thomas O. Maggs,
and Peter A. Pastore and
____ FOR ___ WITHHOLD AUTHORITY
(Authority to vote for any nominee(s) may be withheld by lining through or
otherwise striking out the name(s) of such nominee(s).)
TrustCo Recommends a Vote "FOR" Proposal 1.
2. Amendments to the Company's 1999 Stock Option Plan and Incentive Plan and
1999 Recognition and Retention Plan to revise the provisions relating to the
vesting of options and restricted stock awards.
___ FOR ___ AGAINST ___ ABSTAIN
TrustCo Recommends a Vote "AGAINST" Proposal 2.
3. The ratification of Arthur Andersen, LLP as Cohoes' independent public
accountants.
___ FOR ___ AGAINST ___ ABSTAIN
TrustCo Does Not Make Any Recommendation With Respect to Proposal 3.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of TrustCo's nominees as Directors, "AGAINST" the
proposal to amend the 1999 Stock Option Plan and Incentive Plan and 1999
Recognition and Retention Plan, and "ABSTAIN" with respect to the ratification
of Arthur Andersen LLP as Cohoes' independent public accountants. This proxy
revokes all prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please date and sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please date and sign in full
corporation name by the president or other duly authorized officer. If a
partnership, please date and sign in partnership name by authorized person. This
proxy card votes all shares held in all capacities.
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Dated:___________________________________
-----------------------------------------
(Signature)
-----------------------------------------
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
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.
