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)
November 3, 2000
COHOES MANAGEMENT AND DIRECTORS:
STOP INSULTING YOUR OWNERS
Dear Cohoes Bancorp Shareholders,
We believe that the Cohoes Board has failed to maximize shareholder value.
o In October 1998 Cohoes terminated its merger agreement with SFS
Bancorp, Inc., costing Cohoes a breakup fee of $2,000,000.00.
o In 1999 Cohoes' CEO Harry Robinson received a 27% salary increase,
NOTWITHSTANDING A 41% DECREASE IN COHOES' NET INCOME DURING THIS
PERIOD.
o Cohoes' Board of Directors now proposes to amend its 1999 stock
option agreement. This amendment will benefit a few select
employees, but will not maximize shareholder value.
o Cohoes failed to state that their stock price on April 25, 2000,
the last trading date before public announcement of the proposed
Cohoes-Hudson River Bancorp merger, was $9.813. WE BELIEVE THE
CURRENT STOCK PRICE REFLECTS TAKEOVER SPECULATION, NOT
PERFORMANCE.
TrustCo has served the Capital Region since 1902, and is committed to building a
strong and community oriented financial institution.
DELIVER YOUR MESSAGE TO THE COHOES MANAGEMENT BY VOTING THE WHITE PROXY CARD
AS FOLLOWS:
PROPOSAL 1 - "FOR" the election of our four nominees to the Board of
Directors.
PROPOSAL 2 - "AGAINST" the amendments to Cohoes 1999 Stock Option and
Incentive Plan and 1999 Recognition and Retention Plan to
revise the provisions relating to the vesting of options and
restricted stock awards.
PROPOSAL 3 - We do not make a recommendation with respect to this proposal.
(over)
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REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS,
SO RETURN THE WHITE CARD EVEN IF YOU PREVIOUSLY
MAILED IN A PROXY CARD.
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
