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)
August 2, 2000
-------------------------------------------------------------------------------
"HYSTERICAL AND FRANTIC"
IS NOT
WHAT OUR OFFER IS ALL ABOUT
-------------------------------------------------------------------------------
Dear Cohoes Stockholder:
Due to the hysterical nature of the communications recently sent to you by
your management and directors, I felt it necessary to make 3 quick points for
you to consider.
#1. WHY THE HYSTERIA? As your directors why they will not entertain
our offer or any offer. The directors have a fiduciary
duty to act in your best interest, not theirs.
#2. REVIEW THE OFFERS. TrustCo's offer for Cohoes is $127 million,
Hudson's is $89 million. It's that simple.*
#3. IT'S NOT TOO LATE. Even if you have voted for the merger, you
can still change your mind - and your vote.
Finally, I would not waste your time - or our money and efforts - if I weren't
certain that TrustCo's offer is a clearly better choice for the Cohoes
stockholders. Please vote against the Hudson River acquisition, or abstain, and
keep all of your options open.
Sincerely,
/s/Robert A. McCormick
Robert A. McCormick
President and
Chief Executive Officer
<PAGE>
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 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.
