<PAGE>
As filed with the Securities and Exchange Commission on August 9, 2000.
Registration No. 333-41168
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------------------------
TRUSTCO BANK CORP NY
(Exact name of registrant specified in its charter)
NEW YORK 6712 14-1630287
(State or other jurisdiction (Primary Standard Industrial (IRS employer
of incorporation or Classification Identification
organization) Code Number) Number)
320 STATE STREET, SCHENECTADY, NEW YORK 12305 (518) 377-3311
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
WILLIAM F. TERRY
Secretary
TrustCo Bank Corp NY
320 State Street
Schenectady, New York 12305
(518) 377-3311
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------------------
Copies to:
John K. Pruellage, Esq. Alan Schick, Esq.
Lewis, Rice & Fingersh, L.C. Luse Lehman Gorman Pomerenk & Schick, P.C.
500 North Broadway, Suite 2000 5335 Wisconsin Avenue, N.W., Suite 400
St. Louis, Missouri 63102 Washington, D.C. 20015
(314) 444-7600 (202) 274-2000
----------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT. IF THE SECURITIES BEING REGISTERED ON THIS FORM ARE
BEING OFFERED IN CONNECTION WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS
COMPLIANCE WITH GENERAL INSTRUCTION G, CHECK THE FOLLOWING BOX. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of each Amount Proposed maximum Proposed maximum Amount of
class of securities To be Offering price aggregate offering Registration
to be registered Registered (1) Per Unit(2) price(2) Fee(2)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 11,600,000 shares N/A N/A N/A
Par value $1.00 per
share
==================================================================================================================================
</TABLE>
(1) This amount is based upon the maximum number of shares of common
stock of TrustCo Bank Corp NY ("TrustCo") issuable upon consummation
of the exchange offer for shares of Cohoes Bancorp, Inc. ("Cohoes")
common stock based on the number of Cohoes common shares outstanding
as of May 2, 2000, as reported in Cohoes' Quarterly Report on Form
10-Q filed on May 11, 2000.
(2) The registration fee was computed pursuant to Rule 457(f)(1) under
the Securities Act of 1933, as amended (the "1933 Act"), and has
already been paid by the Registrant. THE REGISTRANT HEREBY AMENDS
THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE 1933 ACT OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION ("SEC"), ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
================================================================================
<PAGE>
THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. WE MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SEC IS EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, AND WE ARE NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK
OF
COHOES BANCORP, INC.
FOR
SHARES OF TRUSTCO BANK CORP NY COMMON STOCK
MADE BY
TRUSTCO BANK CORP NY
The purpose of this offer is for TrustCo to acquire control of, and
ultimately the entire common equity interest in, Cohoes. TrustCo intends,
promptly after consummation of this offer, to have Cohoes consummate a merger
with TrustCo or a wholly owned subsidiary of TrustCo in which each outstanding
share of common stock of Cohoes, (except for treasury shares and shares of
Cohoes stock beneficially owned directly or indirectly by TrustCo for its own
account, including those acquired pursuant to this offer) would be converted
into TrustCo stock having a value of $16.
We believe that our proposed business combination of TrustCo and Cohoes
would be more favorable to you than the proposed merger of Cohoes and Hudson
River Bancorp, Inc. announced on April 25, 2000. Under this offer, you will
receive a number of shares of TrustCo common stock that have an aggregate value
of $16.00 for each share of Cohoes stock held by you. Assuming the record date
for the Hudson-Cohoes merger had been _____, 2000, your Cohoes stock would have
had a value of $_____ per share (based on the 1.185 to 1 exchange ratio in the
proposed merger and the closing price of Hudson stock of $_____ per share on
August 7, 2000). Based on that closing price, on _____, 2000 the TrustCo offer
of stock with a value of $16.00 would have represented a premium of $_____ per
share, or approximately _____%, over the value under the proposed Hudson-Cohoes
merger.
Our obligation to exchange TrustCo common stock for Cohoes common stock is
subject to the conditions listed under "THE EXCHANGE OFFER--Certain Conditions
of the Exchange Offer."
The TrustCo common stock is listed on the Nasdaq National Market under the
symbol "TRST," the Cohoes common stock is listed on the Nasdaq under the symbol
"COHB" and the Hudson common stock is listed on the Nasdaq under the symbol
"HRBT".
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. We are separately soliciting proxies from Cohoes stockholders to vote
against the proposed Hudson-Cohoes merger. Such solicitation of proxies is being
made pursuant to proxy solicitation materials which are being mailed separately.
--------------------------------------------------------------------------------
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED THE SECURITIES TO BE ISSUED UNDER THIS PROSPECTUS OR DETERMINED IF
THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SECURITIES TRUSTCO IS OFFERING THROUGH THIS DOCUMENT ARE NOT SAVINGS
OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR SAVINGS ASSOCIATION, AND
THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
--------------------------------------------------------------------------------
The Information Agent for this offer is:
Georgeson Shareholder Communications Inc.
17 State Street, 10th Floor
New York, New York 10004
Toll Free 1-800-223-2064
The date of this Prospectus is August __, 2000.
<PAGE>
TABLE OF CONTENTS
Page
----
SUMMARY TERM SHEET...........................................................1
QUESTIONS AND ANSWERS ABOUT THE PROPOSED ACQUISITION.........................2
WHERE YOU CAN FIND MORE INFORMATION..........................................6
PROSPECTUS SUMMARY...........................................................9
The TrustCo Exchange Offer (Page)......................................9
Information about TrustCo and Cohoes (Pages 18 and 19).................9
Reasons for the TrustCo Exchange Offer (Page 30).......................9
Comparative Market Price Information..................................10
Dividend Policy of TrustCo (Page 16)..................................12
The Offer (Page 32)...................................................12
We Are Offering to Exchange Shares of TrustCo Stock Valued
at $16.00 for Each Share of Cohoes Stock........................12
Our Offer is Subject to Certain Conditions......................13
Our Offer is Currently Scheduled to Expire on _______, 2000.....13
Our Offer May be Extended, Terminated or Amended................13
Tendered Shares May be Withdrawn at any Time Prior to the
Exchange of Such Shares.........................................14
We May Provide a Subsequent Offering Period.....................14
Procedure for Tendering Shares..................................14
No Appraisal Rights in Connection with the Offer (Page 74)............15
TrustCo Will Account for the Merger Using the "Purchase" Method
(Page 48)..........................................................15
Forward-Looking Statements May Prove Inaccurate (Page 21).............15
Offer to Acquire Hudson (Page 31).....................................15
SELECTED HISTORICAL AND PRO FORMA PER SHARE DATA............................16
SELECTED HISTORICAL FINANCIAL INFORMATION FOR TRUSTCO.......................18
SELECTED HISTORICAL FINANCIAL INFORMATION OF COHOES.........................19
SELECTED HISTORICAL FINANCIAL INFORMATION OF HUDSON.........................21
SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION...........................23
RISK FACTORS................................................................27
If we do not successfully integrate TrustCo's and Cohoes'
operations, the anticipated benefits of the acquisition of
Cohoes may not be fully realized...................................27
There is no guarantee that we will achieve our projected cost
savings of approximately $9.0 million pre-tax......................27
There is no guarantee that we will not suffer net revenue run-off
as a result of integrating Cohoes' businesses into ours............27
iii
<PAGE>
There can be no assurance that the integration process will not
be adversely affected if Cohoes' senior executive management
or other employees are uncooperative in that process...............28
Your board of directors may delay satisfaction of certain
conditions to our offer............................................28
There is no guarantee that we will be successful in our attempt
to merge with both Hudson and Cohoes...............................28
If TrustCo is able to consummate both the Hudson merger and the
Cohoes merger, there is a risk that TrustCo may encounter
difficulty in maintaining its current dividend level...............28
The actual value of the TrustCo common stock received by Cohoes'
security holders in exchange for shares of Cohoes common stock
may be more than or less than $16 per share at the time of
exchange...........................................................29
If successful, the offer will result in a book value dilution.........29
BACKGROUND OF THE EXCHANGE OFFER............................................30
Past Contacts.........................................................30
Purpose of the Exchange Offer; the TrustCo-Cohoes Merger..............30
Benefits of the Transaction...........................................31
Offer to Acquire Hudson...............................................31
THE EXCHANGE OFFER..........................................................32
General...............................................................32
Extension, Termination and Amendment..................................34
Exchange of Shares; Exchange Consideration............................35
Cash in Lieu of Fractional Shares of TrustCo Common Stock.............35
Withdrawal Rights.....................................................35
Procedure for Tendering Shares........................................36
Material Federal Income Tax Consequences..............................37
Tax Consequences to Cohoes Shareholders if the Exchange
Offer and the TrustCo-Cohoes Merger Qualify as a
Reorganization..................................................39
Tax Consequences to Cohoes Shareholders if the Exchange
Offer and the TrustCo-Cohoes Merger Do Not Qualify as a
Reorganization..................................................39
Effect of Exchange Offer on Market for Shares.........................40
Resale of TrustCo Common Stock........................................40
Certain Legal Matters.................................................41
General.........................................................41
Federal Regulatory Matters......................................41
Anticipated Approvals...........................................42
Certain Conditions of the Exchange Offer..............................43
Minimum Tender Condition........................................43
Regulatory Approval Condition...................................43
Removal of Impediments Condition................................43
TrustCo Stockholder Approval Condition..........................45
Tax Opinion.....................................................45
Material Adverse Effect Condition...............................45
Termination of the Hudson-Cohoes Merger Agreement...............46
Termination of the Hudson-Cohoes Option Agreement...............47
Stockholder Disapproval of the Hudson-Cohoes Merger.............48
Definitive TrustCo-Cohoes Merger Agreement......................48
Effective Registration Statement................................48
Waiver of Conditions........................................................48
Fees and Expenses.....................................................49
Accounting Treatment..................................................49
Nasdaq Listing........................................................49
Source of Funds.......................................................49
Treatment of Cohoes Stock Options.....................................49
RECENT DEVELOPMENTS.........................................................50
TRUSTCO'S DIRECTORS AND SENIOR OFFICERS.....................................51
iv
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION..........................52
Unaudited Pro Forma Condensed Combined Balance Sheets at March
31, 2000...........................................................54
TrustCo and Cohoes Combined.....................................54
TrustCo and Hudson Combined.....................................55
TrustCo, Cohoes and Hudson Combined.............................56
Unaudited Pro Forma Condensed Combined Statements of Income for
the 12 Months Ended December 31, 1999..............................57
TrustCo and Cohoes Combined.....................................57
TrustCo and Hudson Combined.....................................58
TrustCo, Cohoes and Hudson Combined.............................59
Unaudited Pro Forma Condensed Combined Statements of Income for
the 3 Months Ended March 31, 2000..................................61
TrustCo and Cohoes Combined.....................................61
Unaudited Pro Forma Condensed Combined Statements of Income for
the 3 Months Ended March 31, 2000..................................62
TrustCo and Hudson Combined.....................................62
Unaudited Pro Forma Condensed Combined Statements of Income for
the 3 Months Ended March 31, 2000..................................63
TrustCo, Cohoes and Hudson Combined.............................63
Summary of Purchase Accounting Adjustments March 31, 2000.......64
DESCRIPTION OF TRUSTCO'S CAPITAL STOCK......................................68
General...............................................................68
Common Stock..........................................................68
Voting Rights...................................................68
Dividend Rights.................................................68
Liquidation Rights..............................................68
Other Characteristics...........................................68
Transfer Agent..................................................68
Preferred Stock.......................................................69
DESCRIPTION OF COHOES' CAPITAL STOCK........................................69
General...............................................................69
Common Stock..........................................................69
Preferred Stock.......................................................69
COMPARISON OF SHAREHOLDER RIGHTS............................................69
Stockholder Vote Required for Certain Transactions....................70
Business Combinations...........................................70
Removal of Directors............................................71
Amendments to Certificate of Incorporation and Bylaws...........72
Voting Rights...................................................72
Special Meeting of Stockholders; Stockholder Action by Written
Consent............................................................73
Dissenters' Rights....................................................73
Anti-Takeover Statutes and Provisions.................................74
Indemnification.......................................................75
Limitation of Liability of Directors..................................76
Consideration of Non-Stockholder Interests............................77
LEGAL OPINION...............................................................77
EXPERTS.....................................................................77
APPENDIX A.................................................................A-1
v
<PAGE>
APPENDIX B.................................................................B-1
Exhibit Index.............................................................II-6
-------------
This document incorporates important business and financial information
about TrustCo and Cohoes and Hudson from documents filed with the SEC that have
not been included in or delivered with this document. This information is
available at the Internet web site the SEC maintains at http://www.sec.gov, as
well as from other sources. See "WHERE YOU CAN FIND MORE INFORMATION."
You also may request copies of these documents from us, without charge,
upon written or oral request to William F. Terry, TrustCo Bank Corp NY, 320
State Street, Schenectady, New York, 12305, (518) 377-3311.
In order to receive timely delivery of the documents, you must make your
requests no later than __________, 2000.
vi
<PAGE>
SUMMARY TERM SHEET
Following is a summary of the most material terms of our Tender
Offer:
o We will exchange all shares of Cohoes common stock for shares of TrustCo
common stock
o Exchange Ratio: You will receive shares of TrustCo common stock for each
of your shares of Cohoes common stock so that the total value per share
received is $16.00.
o Our offer is conditioned upon the following:
(1) tender of enough shares of Cohoes stock so that, after
completion of our offer, we own at least a majority of the
outstanding shares of Cohoes stock (on a fully diluted basis);
(2) the stockholders of Cohoes not having approved the merger of
Cohoes and Hudson;
(3) the valid termination of the Hudson-Cohoes merger agreement;
(4) the valid termination of the stock option agreement between
Cohoes and Hudson dated as of April 25, 2000;
(5) the execution of a definitive merger agreement between TrustCo
and Cohoes and the approval thereof by Cohoes' Board and
shareholders;
(6) the receipt of all required regulatory approvals;
(7) obtaining an opinion that the TrustCo-Cohoes merger
("TrustCo-Cohoes Merger") can be accomplished as a tax-free
transaction
(8) our being satisfied that the provisions of Section 203 of the
Delaware General Corporation Law and certain anti-takeover
impediments found in Cohoes' Certificate of Incorporation do not
apply to or otherwise restrict our offer and the proposed
TrustCo-Cohoes Merger; and
(9) the approval by our stockholders of the issuance of TrustCo
stock in our offer.
o You will not receive fractional shares but will receive cash instead in an
amount equal to the average closing price of one share of TrustCo stock on
the Nasdaq measured as of a 20-day period ending 5 days before the closing
of our Tender Offer multiplied by the fractional share of TrustCo common
stock that you are entitled to receive.
o Our offer will remain open until __________, 2000, but we have a right to
extend the offering period.
o Following the completion of the Tender Offer, we intend to merge Cohoes
into TrustCo or a subsidiary of TrustCo.
1
<PAGE>
QUESTIONS AND ANSWERS ABOUT THE PROPOSED ACQUISITION
Q: WHAT IS TRUSTCO PROPOSING?
A: We are proposing to acquire control of, and ultimately the entire common
equity interest in, Cohoes by first offering to exchange all outstanding
shares of Cohoes stock for shares of TrustCo stock. Second, we intend,
promptly after completion of the offer, to merge Cohoes with TrustCo or a
wholly owned subsidiary of TrustCo. As a result of the TrustCo-Cohoes
Merger, each share of Cohoes stock which has not been exchanged or
accepted for exchange would be converted into the same number of shares of
TrustCo stock per share of Cohoes common stock as is paid in the offer.
Q: WHAT WILL I RECEIVE IN EXCHANGE FOR MY SHARES?
A: For each share of Cohoes stock validly tendered and not properly withdrawn
by you, you will receive such number of shares of TrustCo stock which have
an aggregate value equal to $16.00 (such number of shares to be determined
by the average closing price of the TrustCo stock on the Nasdaq over a
20-day period ending 5 days before the closing on our offer). You will not
receive any fractional shares of TrustCo stock. Instead, you will receive
cash in an amount equal to the average closing price of one share of
TrustCo stock on the Nasdaq over such 20-day period multiplied by the
fractional share of TrustCo stock you are entitled to receive.
Q: WHY IS A TRANSACTION WITH TRUSTCO BETTER THAN THE PROPOSED MERGER OF
COHOES AND HUDSON?
A: The TrustCo offer is $16.00 of TrustCo stock for each share of Cohoes
stock. In the proposed Hudson-Cohoes merger, you would receive 1.185
shares of Hudson stock for each share of Cohoes stock held by you. As of
_____, 2000, this would have equated to a value of $_____ based on the
exchange ratio in the proposed Hudson-Cohoes merger of 1.185 to 1 and the
closing price of Hudson stock on ______, 2000 of $_____. Based on these
closing prices, as of _____, 2000, the TrustCo offer represented a premium
of $_____ per share of Cohoes stock, or approximately _____%, over the
value of the proposed Hudson-Cohoes merger.
In addition, we believe that our proposed offer represents an opportunity
to enhance value for Cohoes stockholders by providing, among other things:
o a premium over the price levels at which we believe Cohoes stock
would be trading in the absence of our offer;
o better long-term growth prospects;
o improved cash dividends; and
o TrustCo stock, a stock which has exhibited superior performance when
compared in most respects to Cohoes stock (for example, TrustCo has
realized a 23% average annual total return for the three year period
ended December 31, 1999).
Q: HOW DO I PARTICIPATE IN YOUR OFFER?
A: To tender your shares of Cohoes stock, you should do the following.
o If you hold shares in your own name, complete and sign the enclosed
letter of transmittal and return it with your share certificate to
ChaseMellon Shareholder Services, the exchange agent for the offer,
at the address specified on the back cover page of this Prospectus
before the expiration date of the offer.
2
<PAGE>
o If you hold your shares in "street name" through a broker, instruct
your broker to tender your shares before the expiration date of the
offer.
Q: WILL I CONTINUE TO RECEIVE DIVIDENDS AND HAVE VOTING RIGHTS WITH RESPECT
TO COHOES SHARES THAT I TENDER TO YOU?
A: Yes. Until we accept your shares of Cohoes stock for exchange at the
completion of our offer, you will be entitled to receive any dividends
paid on your tendered shares of Cohoes stock and you will continue to have
the right to vote your tendered shares. Once we complete our offer and
exchange all shares of Cohoes stock tendered by you in the offer and not
withdrawn, you will own TrustCo stock and will have all dividend and
voting rights of a TrustCo stockholder.
Q: WHEN AND HOW CAN I WITHDRAW TENDERED SHARES?
A: Shares of Cohoes stock tendered in the offer may be withdrawn by you at
any time after _________, 2000 and prior to the exchange of your shares
for TrustCo stock. Your withdrawal will only be effective if the exchange
agent receives a written notice of withdrawal at the address on the back
cover of this Prospectus, or by facsimile at (201) 296-4293. The written
notice must contain your name, address, social security number, number of
shares of Cohoes stock to be withdrawn, the certificate number or numbers
for such shares and the name of the registered holder of the shares, if
different from the person who tendered the shares. All signatures on the
notice of withdrawal must be guaranteed by a financial institution in
accordance with the procedures set forth in this Prospectus under "THE
EXCHANGE OFFER--Withdrawal Rights."
Q: HOW WOULD YOU GO ABOUT COMPLETING YOUR PROPOSED ACQUISITION?
A: We have taken several steps in furtherance of our offer, including the
following.
o We have been actively soliciting Cohoes stockholders to vote against
the proposed Hudson-Cohoes merger.
o We expect to commence our offer in the next day or so by mailing
this Prospectus and the related letter of transmittal to Cohoes
stockholders.
o We expect to file within the next several days an application with
the Federal Reserve Board to obtain the regulatory approvals
necessary to complete the offer and a TrustCo-Cohoes Merger.
o We intend to file with the SEC proxy materials to be used for
soliciting the approval by our stockholders of the issuance of our
shares in the offer and a TrustCo-Cohoes Merger.
Q: HOW LONG WILL IT TAKE TO COMPLETE YOUR PROPOSED OFFER?
A: A condition to the Hudson-Cohoes merger is that the Cohoes stockholders
approve the merger. If the Cohoes stockholders do not approve the proposed
Hudson-Cohoes merger, the timing of completion of this offer will depend
on when the Hudson-Cohoes merger agreement is terminated. Both Hudson and
Cohoes have the right to terminate the Hudson-Cohoes merger agreement if
stockholder approval is not obtained. If either Cohoes or Hudson
terminates the merger agreement promptly after the Cohoes stockholders
fail to approve the Hudson-Cohoes merger, the offer could close in the
first quarter of 2001. If the Hudson-Cohoes merger agreement is not
terminated until February 28, 2001, which is the earliest date that Cohoes
or Hudson can otherwise terminate the agreement, the offer could close in
the second quarter of 2001. These schedules assume that the Cohoes board
of directors promptly cooperates with us following termination of the
Hudson-Cohoes merger agreement. However, the Cohoes board may try to delay
our offer. By tendering your shares, you will be sending a message to
Cohoes management and the Cohoes board that you want Cohoes to participate
in a combination with us.
3
<PAGE>
Q: WHAT ARE THE CONDITIONS TO YOUR OFFER?
A: Our offer is subject to several conditions, including:
o tender of enough shares of Cohoes stock so that, after completion of
our offer, we own at least a majority of the outstanding shares of
Cohoes stock (on a fully diluted basis);
o the stockholders of Cohoes not having approved the merger of Cohoes
and Hudson;
o the valid termination of the Hudson Cohoes merger agreement;
o the valid termination of the stock option agreement between Cohoes
and Hudson dated as of April 25, 2000;
o the execution of a definitive merger agreement between TrustCo and
Cohoes and the approval thereof by Cohoes' Board and shareholders;
o the receipt of all required regulatory approvals;
o obtaining an opinion that the TrustCo-Cohoes Merger can be
accomplished as a tax-free transaction;
o our being satisfied that the provisions of Section 203 of the
Delaware General Corporation Law and certain anti-takeover
impediments found in Cohoes' Certificate of Incorporation do not
apply to or otherwise restrict our offer and the proposed
TrustCo-Cohoes Merger; and
o the approval by our stockholders of the issuance of TrustCo stock in
our offer.
These conditions and other conditions to our offer are discussed in this
Prospectus under "THE EXCHANGE OFFER--Certain Conditions of the Exchange
Offer."
Q: WILL I BE TAXED ON THE TRUSTCO SHARES THAT I RECEIVE?
A: We expect that you will not be taxed on the shares of TrustCo stock that
you receive, except to the extent that you receive cash in lieu of
fractional shares. In general, however, we expect that, if you realize a
gain on the exchange, you will be required to recognize gain up to the
amount of cash that you receive, but that, if you realize a loss on the
exchange, you will not be permitted to recognize such loss.
4
<PAGE>
Q: WHERE CAN I FIND OUT MORE INFORMATION ABOUT TRUSTCO AND COHOES?
A: You can find out information about TrustCo and Cohoes from various sources
described under "WHERE YOU CAN FIND MORE INFORMATION."
Q: WHO CAN I CALL WITH QUESTIONS ABOUT THE OFFER?
A: You can contact our information agent, Georgeson Shareholder
Communications Inc. toll-free at 1-800-223-2064.
5
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
TrustCo and Cohoes file annual, quarterly and special reports, proxy
statements and other information with the SEC under the Securities Exchange Act
of 1934, as amended (the "1934 Act"). You may read and copy this information at
the following locations of the SEC:
Public Reference Room North East Regional Office Midwest Regional Office
450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street
Room 1024... Suite 1300 Suite 1400
Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661
-2511
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates.
The SEC also maintains an Internet world wide web site that contains
reports, proxy statements and other information about issuers, like TrustCo and
Cohoes, who file electronically with the SEC. The address of that site is
HTTP://WWW.SEC.GOV.
We filed a Registration Statement on Form S-4 to register with the SEC the
shares of TrustCo common stock to be issued pursuant to our offer. This
Prospectus is a part of that Registration Statement. As allowed by SEC rules,
this Prospectus does not contain all the information you can find in the
Registration Statement or the exhibits to the Registration Statement. In
addition, on the day that we commence the offer we will file with the SEC a
statement on Schedule TO pursuant to rule 14d-3 under the 1934 Act to furnish
certain information about our offer. You may obtain copies of the Form S-4 or,
once filed, the Schedule TO (and any amendments to those documents) in the
manner described above.
The SEC allows us to "incorporate by reference" information into this
Prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this Prospectus, except for
any information superseded by information contained directly in this Prospectus.
This Prospectus incorporates by reference the documents set forth below that
TrustCo and Cohoes have previously filed with the SEC. These documents contain
important information about TrustCo and Cohoes and their financial condition.
The following documents listed below that TrustCo, Cohoes and Hudson have
previously filed with the SEC are incorporated by reference:
TRUSTCO SEC FILINGS PERIOD
Annual Report on Form 10-K Year ended December 31, 1999,
as filed on March 24, 2000
Quarterly Report on Form 10-Q Quarter
ended March 31, 2000, as filed
on May 9, 2000.
The description of TrustCo common stock
set forth in TrustCo's registration
statements filed by TrustCo pursuant to
Section 12 of the 1934 Act, including
any amendment or report filed for
purposes of updating any such
description.
The portions of TrustCo's proxy
statement for the annual meeting of
stockholders held on May 15, 2000 that
6
<PAGE>
have been incorporated by reference in
the 1999 TrustCo Form 10-K. Filed on April 3, 2000
Current Reports on Form 8-K Filed on:
o June 7, 2000
o May 16, 2000
o April 18, 2000
COHOES SEC FILINGS PERIOD
Annual Report on Form 10-K Year ended June 30, 1999, as
filed on September 28, 1999
Quarterly Report on Form 10-Q Quarter ended March 31, 2000,
as filed on May 11, 2000
Quarter ended December 31,
1999 as filed on February 11,
2000
Quarter ended September 30,
1999 as filed on November 9,
1999
The description of Cohoes common stock Filed on November 4, 1998
stock set forth in Cohoes' registration
statement on Form 8-A filed pursuant to
Section 12 of the 1934 Act, including
any amendment or report filed with the
SEC for the purpose of updating this
description.
Current Reports on Form 8-K Filed on:
o May 5, 2000
HUDSON SEC FILINGS PERIOD
Annual Report on Form 10-K Year ended March 31, 2000, as
filed on June 20, 2000
The description of Hudson common stock
set forth in Hudson's registration
statement on Form 8-A filed pursuant to
Section 12 of the 1934 Act, including
any amendment or report filed with the
SEC for the purpose of updating this
description.
Current Reports on Form 8K Filed on:
o May 5, 2000
All documents filed by TrustCo, Hudson and Cohoes pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act from the date of this Prospectus to
the date that shares of Cohoes stock are accepted for exchange pursuant to our
offer (or the date that our offer is terminated) shall also be deemed to be
incorporated herein by reference.
7
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE ARE AVAILABLE FROM US WITHOUT CHARGE
UPON REQUEST TO WILLIAM F. TERRY, CORPORATE SECRETARY, TRUSTCO BANK CORP NY, 320
STATE STREET, SCHENECTADY, NEW YORK 12305, (518) 377-3311. IN ORDER TO ENSURE
TIMELY DELIVERY, ANY REQUEST SHOULD BE SUBMITTED NO LATER THAN __________, 2000.
IF YOU REQUEST ANY INCORPORATED DOCUMENTS FROM US, WE WILL MAIL THEM TO YOU BY
FIRST CLASS MAIL, OR ANOTHER EQUALLY PROMPT MEANS (INCLUDING E-MAIL), WITHIN ONE
BUSINESS DAY AFTER WE RECEIVE YOUR REQUEST.
We have not authorized anyone to give any information or make any
representation about our offer that is different from, or in addition to, that
contained in this Prospectus or in any of the materials that we have
incorporated into this Prospectus. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to exchange or sell, or solicitations of offers to
exchange or purchase, the securities offered by this document are unlawful, or
if you are a person to whom it is unlawful to direct these types of activities,
then the offer presented in this document does not extend to you. The
information contained in this document speaks only as of the date of this
document unless the information specifically indicates that another date
applies.
8
<PAGE>
PROSPECTUS SUMMARY
THIS BRIEF SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT SHOULD BE
IMPORTANT TO YOU. YOU SHOULD CAREFULLY READ THIS ENTIRE DOCUMENT AND THE OTHER
DOCUMENTS TO WHICH THIS DOCUMENT REFERS YOU TO FULLY UNDERSTAND THE OFFER. SEE
"WHERE YOU CAN FIND MORE INFORMATION."
THE TRUSTCO EXCHANGE OFFER (PAGE)
We are proposing a business combination of TrustCo and Cohoes. For each
share of Cohoes stock tendered and not withdrawn by you, we are offering to
exchange shares of TrustCo common stock which have a market value equal to
$16.00 (the number of shares to be determined by the average closing price of
TrustCo stock on the Nasdaq over a 20-day period ending 5 days before the
closing on our offer. We intend, promptly after completion of the offer, to
merge Cohoes with TrustCo or a wholly owned subsidiary of TrustCo. Each share of
Cohoes stock that has not been exchanged or accepted for exchange in the offer
would be converted into the same number of shares of TrustCo stock as is paid in
the offer.
INFORMATION ABOUT TRUSTCO AND COHOES (PAGES 18 AND 19)
TRUSTCO BANK CORP NY, 320 State Street, Schenectady, New York 12305 (518)
377-3311.
TrustCo is a New York corporation and a one-bank holding company
registered under the Bank Holding Company Act of 1956, headquartered in
Schenectady, New York. TrustCo provides a full range of financial and fiduciary
services through its bank subsidiary, Trustco Bank, National Association, which
has 53 banking offices in the upstate New York area. As of March 31, 2000,
TrustCo had, on a consolidated basis, total assets of approximately $2.4
billion, total deposits of approximately $2.0 billion and total shareholders'
equity of approximately $171 million. On February 21, 2000, TrustCo entered into
an agreement to acquire Landmark Financial Corp., Canajoharie, New York, for
$21.00 per share, cash. This transaction was completed on July 28, 2000. As of
March 31, 2000, Landmark had, on a consolidated basis, total assets of
approximately $25.4 million, total deposits of approximately $21.9 million and
total shareholders' equity of approximately $1.9 million.
COHOES BANCORP, INC. 75 Remsen Road, Cohoes, New York 12047 (518)
233-6500
Cohoes is a savings and loan holding company whose primary subsidiary is
Cohoes Savings Bank, a New York-chartered savings bank that operates 21 banking
offices throughout New York's Capital Region. At March 31, 2000, Cohoes had, on
a consolidated basis, total assets of approximately $704 million, total deposits
of approximately $492 million and total shareholders' equity of approximately
$121 million.
REASONS FOR THE TRUSTCO EXCHANGE OFFER (PAGE 30)
We believe that our acquisition of Cohoes represents an opportunity to
enhance value for both Cohoes and TrustCo stockholders. Among the benefits that
we believe Cohoes stockholders would obtain from the combination of TrustCo and
Cohoes are the following:
o PREMIUM TO CURRENT VALUE. Based on __________, 2000 closing price of
Hudson's stock on the Nasdaq, our offer represents a premium of
approximately ___% over the value of the proposed Hudson-Cohoes
merger.
o BETTER LONG-TERM GROWTH PROSPECTS . We believe that a combination of
TrustCo and Cohoes has better long-term growth prospects than the
proposed Hudson-Cohoes merger, potentially resulting in increased
shareholder value over the long-term.
o IMPROVED CASH DIVIDENDS. Based on TrustCo's current annual dividend
of $0.60 per share, Cohoes stockholders would receive a pro forma
equivalent dividend of $0.87, or more than 211% above the
9
<PAGE>
Cohoes current annual dividend rate. Due to the fact that the exact
exchange ratio of TrustCo stock to Cohoes stock has not yet been
determined, it should be noted that the pro forma estimated dividend
rate is subject to fluctuation.
o SUPERIOR PERFORMANCE. Based on past performance of TrustCo stock
(TrustCo has realized more than a 23% average annual total return
for each of the three-year, five-year and seven-year periods ended
December 31, 1999), we believe that Cohoes stockholders will realize
superior performance over Hudson common stock.
The following table lists the current annual dividends for TrustCo and
Cohoes, the pro forma equivalent annual dividend per Cohoes share for the
proposed combination of TrustCo and Cohoes (based on our current annual dividend
and the exchange ratio in our offer) and the pro forma equivalent annual
dividend per Hudson share for the proposed combination of Cohoes and Hudson as
disclosed in the Form S-4 registration Statement filed June 26, 2000 by Hudson
with the SEC.
<TABLE>
<CAPTION>
TrustCo Proposal Hudson Proposal
Current Annualized Current Annualized Pro Forma Equivalent Pro Forma Equivalent
Dividend - TrustCo Dividend - Cohoes per Cohoes Share per Cohoes Share(1)
------------------ ----------------- ---------------- -------------------
<S> <C> <C> <C> <C>
$0.60 $0.28 $0.87 $0.24
</TABLE>
COMPARATIVE MARKET PRICE INFORMATION
TrustCo, Cohoes and Hudson common stock trade on the Nasdaq under the
symbols "TRST", "COHB" and "HRBT", respectively.
The following table lists the closing prices on the Nasdaq of the stock of
TrustCo, Cohoes and Hudson, the value of the TrustCo offer per share of Cohoes
stock, the estimated number of shares of TrustCo stock to be exchanged for each
share of Cohoes stock and the value of the Hudson-Cohoes merger per share of
Cohoes stock, on June 23, 2000, the last trading day before we announced the
offer, and on __________, 2000, the last trading day before the date of this
Prospectus. Because the value of the TrustCo stock you will receive per share of
Cohoes stock is fixed at $16.00, the number of shares of TrustCo stock you will
receive will fluctuate as the market price of TrustCo stock changes. The value
of the Hudson-Cohoes merger per share of Cohoes stock at the specified dates
represents the closing price of a share of Hudson stock on that date multiplied
by the exchange ratio of 1.185 to 1 under the Hudson-Cohoes merger agreement.
(1) The merger agreement between Hudson and Cohoes provides that the initial
dividend on the Cohoes-Hudson Bancorp, Inc. common stock will be $0.06 per share
for the first full quarterly dividend following completion of the merger, and
that neither party will increase their regular quarterly cash dividends prior to
completion of the merger without the other party's consent. In this case, the
Hudson Proposal pro forma equivalent per Cohoes share would be $0.28.
Value of Estimated Value of
Cohoes Number Cohoes
Common of Shares Common
Stock of TrustCo Stock
Under Common Under
TrustCo Stock To Hudson
TrustCo Cohoes Hudson Offer Be Received Offer
------- ------ ------ ----- ----------- -----
June 23, 2000 $10.875 $13.813 $10.375 $16.00 1.471 $12.29
_________, 2000 $___ $___ $___ $16.00 __________ ________
10
<PAGE>
The table below sets forth the high and low last sale prices for
TrustCo's, Cohoes' and Hudson's common stock for the periods indicated, as
reported on Nasdaq. TrustCo's fiscal year ends December 31, Cohoes' fiscal year
ends June 30, and Hudson's fiscal year ends March 31.
<TABLE>
<CAPTION>
TrustCo Common Cohoes Common (1) Hudson Common (2)
-----------------------------------------------------------------
Year Quarter Ended High Low High Low High Low
---- ------------- ---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 March 31 $12.88 $10.60 --- --- --- ---
June 30 12.99 11.20 --- --- --- ---
September 30 13.59 10.82 --- --- 13.75 9.38
December 31 15.00 11.41 --- --- 11.75 8.75
1999 March 31 15.00 12.47 13.00 10.38 12.00 10.06
June 30 14.50 12.50 12.00 9.25 11.75 9.88
September 30 15.28 12.22 13.13 11.56 12.13 10.75
December 31 15.44 12.75 12.63 9.38 11.25 9.75
2000 March 31 13.75 10.25 10.31 9.38 10.56 9.50
June 30 12.75 10.63 14.25 9.75 12.06 9.13
September 30
(through ____, 2000)
</TABLE>
(1) Cohoes stock started trading in January 1999.
(2) Hudson stock started trading in July 1998.
You can obtain current stock price quotations for TrustCo, Cohoes and
Hudson from a newspaper, on the Internet or by calling your broker.
DIVIDEND POLICY OF TRUSTCO (PAGE 16)
The holders of TrustCo stock receive dividends if and when declared by the
TrustCo board of directors out of legally available funds. Our past practice has
been to pay dividends at a rate of 65% to 85% of operating earnings. For each of
the past two fiscal quarters, we have paid a quarterly cash dividend of $0.15
per share. Following completion of the offer and a TrustCo-Cohoes Merger, we
expect to continue paying quarterly cash dividends on a basis consistent with
our past practice. However, the declaration and payment of dividends will depend
upon business conditions, operating results, capital and reserve requirements
and consideration of other relevant factors. No assurance can be given that we
will continue to pay dividends on our stock in the future.
THE OFFER (PAGE 32)
WE ARE OFFERING TO EXCHANGE SHARES OF TRUSTCO STOCK VALUED AT $16.00
FOR EACH SHARE OF COHOES STOCK
We are offering, upon the terms and subject to the conditions set forth in
this Prospectus and in the letter of transmittal, to exchange shares of TrustCo
stock with an aggregate value of $16.00 for each outstanding share of Cohoes
stock that is validly tendered on or before the expiration date and not properly
withdrawn. The term "expiration date" means 12:00 midnight, New York time, on
__________, 2000, unless we extend the period of time for which this offer is
open, in which case the term "expiration date" means the latest time and date on
which the offer, as so extended, expires. We are not making any assurance that
we will exercise our right to extend our offer, although we currently intend to
do so until all conditions have been satisfied or waived.
11
<PAGE>
OUR OFFER IS SUBJECT TO CERTAIN CONDITIONS
Our offer to exchange shares of TrustCo stock for shares of Cohoes stock
is subject to several conditions referred to under "THE EXCHANGE OFFER--Certain
Conditions of the Exchange Offer," including the following conditions:
o tender of enough shares of Cohoes stock so that, after completion of
the offer, we own at least a majority of the shares of Cohoes stock
(on a fully diluted basis);
o the stockholders of Cohoes not having approved the merger of Cohoes
and Hudson;
o the valid termination of the proposed Hudson-Cohoes merger
agreement;
o the valid termination of the Hudson-Cohoes option agreement
o the execution of a definitive merger agreement between TrustCo and
Cohoes and the approval thereof by Cohoes' Board and shareholders;
o the receipt of all required regulatory approvals;
o our obtaining an opinion that the TrustCo-Cohoes Merger can be
accomplished as a tax-free transaction;
o our being satisfied that the provisions of Section 203 of the
Delaware General Corporation Law and certain anti-takeover
provisions found in Cohoes' Certificate of Incorporation do not
apply to or otherwise restrict our offer and the proposed
TrustCo-Cohoes Merger; and
o the approval by our stockholders of the issuance of our stock in the
offer.
OUR OFFER IS CURRENTLY SCHEDULED TO EXPIRE ON _______, 2000
Our offer is currently scheduled to expire on __________, 2000. However,
we currently intend to extend our offer from time to time as necessary until all
the conditions to the offer have been satisfied or waived. See "THE EXCHANGE
OFFER--Extension, Termination and Amendment."
OUR OFFER MAY BE EXTENDED, TERMINATED OR AMENDED
We expressly reserve the right, in our sole discretion, at any time or
from time to time, to extend the period of time during which our offer remains
open, and we can do so by giving oral or written notice of such extension to the
exchange agent. If we decide to extend our offer, we will make an announcement
to that effect no later than 9:00 A.M., New York time, on the next business day
after the previously scheduled expiration date. We are not making any assurance
that we will exercise our right to extend our offer, although we currently
intend to do so until all conditions have been satisfied or waived. During any
such extension, all shares of Cohoes stock previously tendered and not withdrawn
will remain subject to the offer, subject to your right to withdraw your Cohoes
shares.
Subject to the SEC's applicable rules and regulations, we also reserve the
right, in our sole discretion, at any time or from time to time:
o to delay our acceptance for exchange or our exchange of any shares
of Cohoes stock pursuant to our offer, or to terminate our offer and
not accept for exchange or exchange any shares of Cohoes stock not
previously accepted for exchange or exchanged, upon the failure of
any of the conditions of the offer to be satisfied prior to the
expiration date, or upon the failure of the condition relating
12
<PAGE>
to regulatory approvals to be satisfied at any time after the
expiration date regardless of whether we previously accepted for
exchange or exchanged any shares of Cohoes stock; and
o to waive any condition (other than the conditions relating to the
TrustCo stockholder approval, regulatory approvals and the
effectiveness of the Registration Statement for the shares of
TrustCo stock to be issued in our offer) or otherwise to amend the
offer in any respect, by giving oral or written notice of such
delay, termination or amendment to the exchange agent and by making
a public announcement.
We will follow any extension, termination, amendment or delay, as promptly
as practicable, with a public announcement. Subject to applicable law (including
rules 14d-4(c) and 14d-6(d) under the 1934 Act, which require that any material
change in the information published, sent or given to the stockholders in
connection with the offer be promptly sent to stockholders in a manner
reasonably designed to inform them of such change) and without limiting the
manner in which we may choose to make any public announcement, we assume no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service.
Upon the terms and subject to the conditions of our offer (including, if
the offer is extended or amended, the terms and conditions of any such extension
or amendment), we will accept for exchange, and will exchange, shares of Cohoes
stock validly tendered and not properly withdrawn as promptly as practicable
after the expiration date, and promptly after they are tendered during any
subsequent offering period.
TENDERED SHARES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXCHANGE OF
SUCH SHARES
Your tender of shares of Cohoes stock pursuant to the offer is
irrevocable, except that shares of Cohoes stock tendered pursuant to the offer
may be withdrawn at any time after __________, 2000 and prior to the time that
your shares have been exchanged for TrustCo stock following completion of our
offer.
WE MAY PROVIDE A SUBSEQUENT OFFERING PERIOD
We may, although we do not currently intend to, elect to provide a
subsequent offering period of three to twenty business days after the acceptance
of shares of Cohoes stock pursuant to the offer if the requirements under rule
14d-11 of the 1934 Act have been met. You will not have the right to withdraw
shares of Cohoes stock that you tender in the subsequent offering period, if
any.
PROCEDURE FOR TENDERING SHARES
For you to validly tender shares of Cohoes stock pursuant to our offer:
o a properly completed and duly executed letter of transmittal, along
with any required signature guarantees, or an agent's message (which
is explained below) in connection with a book-entry transfer, and
any other required documents, must be received by the exchange agent
at its address set forth on the back cover of this Prospectus, and
certificates for tendered shares of Cohoes stock must be received by
the exchange agent at such address, or those shares must be tendered
pursuant to the procedures for a book-entry tender set forth in "THE
EXCHANGE OFFER--Procedure for Tendering Shares" (and a confirmation
of receipt of such tender received), in each case before the
expiration date; or
o you must comply with the guaranteed delivery procedures set forth in
"THE EXCHANGE OFFER--procedure for Tendering Shares."
NO APPRAISAL RIGHTS IN CONNECTION WITH THE OFFER (PAGE 73)
The offer does not entitle you to appraisal rights with respect to your
shares of Cohoes stock. Cohoes stockholders who have not validly tendered their
shares in the offer and do not vote in favor of the proposed
13
<PAGE>
TrustCo-Cohoes Merger will not have the right under the Delaware General
Corporation Law to dissent and demand appraisal of their shares of Cohoes stock.
TRUSTCO WILL ACCOUNT FOR THE MERGER USING THE "PURCHASE" METHOD (PAGE 49)
TrustCo will account for the TrustCo-Cohoes Merger as a purchase for
financial reporting purposes.
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE (PAGE 21)
This Prospectus, including information included or incorporated by
reference in this document, contains forward-looking statements with respect to
the financial condition, results of operations, plans, objectives, future
performance and business of each of TrustCo, Cohoes and Hudson, as well as
information relating to the exchange offer. Also, statements preceded by,
followed by or that include the words "will," "may," "should," "continue,"
"believes," "expects," "intends," "anticipates," or similar expressions, are
forward-looking statements. These forward-looking statements involve various
risks and uncertainties. Actual results may differ materially from those
contemplated by the forward-looking statements due to various factors.
OFFER TO ACQUIRE HUDSON (PAGE 31)
On June 8, 2000, TrustCo made an offer to acquire all of the issued and
outstanding shares of Hudson for TrustCo stock valued at $14 for each Hudson
share.
Neither this offer nor the proposed TrustCo-Cohoes Merger is conditioned
on the approval or consummation of TrustCo's offer to Hudson.
14
<PAGE>
SELECTED HISTORICAL AND PRO FORMA PER SHARE DATA
(unaudited)
The following tables show book value per share as of March 31, 2000 for
each of TrustCo, Cohoes, Hudson, TrustCo/Cohoes combined and
TrustCo/Cohoes/Hudson combined. Also shown is historical net income per share
and dividends per share information for each of TrustCo, Cohoes and Hudson for
the three months ended March 31, 2000 and the twelve months ended December 31,
1999 and similar pro forma information for TrustCo/Cohoes combined and
TrustCo//Cohoes/Hudson combined for the three months ended March 31, 2000. Also
shown, for comparative purposes, is historical net income per share information
for Cohoes for the twelve months ended June 30, 1999 and Hudson for the twelve
months ended March 31, 2000, their most recently reported fiscal year ends.
The information concerning Cohoes and Hudson is derived from previously
filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and previously
released press releases. TrustCo does not make any representation with respect
to either Cohoes or Hudson amounts and has not performed any procedures to
ensure their accuracy or reasonableness.
The information shown for TrustCo has been prepared from historical
financial information from previously filed Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and previously released press releases.
The information is for illustrative purposes only. The companies would
likely have performed differently had they always been combined. The information
should not be relied on as an indication of future results that the combined
company will experience after the transaction is completed. The pro forma
results are also not necessarily indicative of the future financial position or
future operating results of the combined company. In particular, TrustCo expects
to achieve operating cost savings as a result of the Cohoes and Hudson
transactions. See "BACKGROUND OF THE EXCHANGE OFFER--Benefits of the
transaction" No adjustments have been included in the combined pro forma
operating amounts for the anticipated operating cost savings.
<TABLE>
<CAPTION>
3 MONTHS 12 MONTHS
ENDED ENDED FISCAL
MARCH 31, 2000 DECEMBER 31, 1999 YEAR-END(1)
-------------- ----------------- -----------
<S> <C> <C> <C>
NET INCOME PER COMMON SHARE:
Historical - Basic
TrustCo $ 0.19 $ 0.71 $ 0.71
Cohoes 0.21 0.70 0.37
Hudson 0.18 0.59 0.65
Pro forma combined TrustCo/Cohoes 0.18 0.67
Pro forma combined TrustCo/Cohoes/Hudson 0.17 0.61
Historical - Diluted
TrustCo $ 0.19 $ 0.68 $ 0.68
Cohoes 0.21 0.70 0.37
Hudson 0.18 0.59 0.65
Pro forma combined TrustCo/Cohoes 0.18 0.65
Pro forma combined TrustCo/Cohoes/Hudson 0.16 0.60
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
3 MONTHS 12 MONTHS
ENDED ENDED FISCAL
MARCH 31, 2000 DECEMBER 31, 1999 YEAR-END(1)
-------------- ----------------- -----------
<S> <C> <C> <C>
DIVIDENDS PER COMMON SHARE(4):
Historical
TrustCo $ 0.15 $ 0.56
Cohoes 0.07 0.18
Hudson 0.05 0.09
Equivalent dividends per common share
Cohoes (2) $ 0.22 $ 0.81
Hudson (3) 0.19 0.71
TANGIBLE
PER COMMON SHARE AT MARCH 31, 2000: BOOK VALUE BOOK VALUE
------------------------------
Historical
TrustCo $ 3.19 $ 3.19
Cohoes 15.12 14.90
Hudson 12.85 12.11
Pro forma combined TrustCo/Cohoes 4.63 4.53
Pro forma combined TrustCo/Cohoes/Hudson 6.13 5.84
</TABLE>
(1) For the Fiscal Year-End amount, TrustCo has a fiscal year end of December
31, 1999, Cohoes has a fiscal year end of June 30, 1999 and Hudson has a fiscal
year end of March 31, 2000. Fiscal year-end data is for the last six months of
the fiscal year because Cohoes did not have common stock outstanding prior to
its initial public offering on December 31, 1998.
(2) Equivalent dividends per share are calculated for Cohoes by multiplying
the historical TrustCo dividends per share by the estimated transaction exchange
rate of 1.4545, which is calculated by dividing the Cohoes acquisition price of
$16.00 by the $11.00 market value of TrustCo stock.
(3) Equivalent dividends per share are calculated for Hudson by multiplying
the historical TrustCo dividends per share by the estimated transaction exchange
rate of 1.2727, which is calculated by dividing the Hudson acquisition price of
$14.00 by the $11.00 market value of TrustCo stock.
(4) Due to the fact that the exact exchange ratio of TrustCo stock to Cohoes
stock has not yet been determined, it should be noted that the pro forma
estimated dividend rate is subject to fluctuation.
16
<PAGE>
SELECTED HISTORICAL FINANCIAL INFORMATION FOR TRUSTCO
The following is a summary of selected consolidated financial data of
TrustCo for each of the years in the five-year period ended December 31, 1999
and the three-month periods ended March 31, 2000 and 1999. This information is
derived from reports previously filed by TrustCo with the SEC. See "WHERE YOU
CAN FIND MORE INFORMATION." You should read this summary together with these
financial statements and their accompanying notes. We believe that this
financial information includes all adjustments necessary for a fair presentation
of such information. Results for the interim periods do not necessarily indicate
results that may be expected for any other interim or annual period. This
information does not reflect the pro forma effect of our pending acquisition of
Landmark, which we expect to complete in the third quarter of 2000.
TRUSTCO BANK CORP NY
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
(IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
AT MARCH 31, AT DECEMBER 31,
--------------------- ---------------------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Consolidated Financial Data:
Total assets $2,353,653 $2,434,163 $2,364,022 $2,485,080 $2,372,265 $2,261,780 $2,176,185
Loans, net 1,298,824 1,263,416 1,293,989 1,268,328 1,244,821 1,190,321 1,177,822
Securities available for sale 653,593 681,160 640,830 717,410 601,899 618,670 640,206
Deposits 1,991,058 2,060,558 1,994,909 2,107,414 2,021,863 1,953,146 1,930,649
Borrowings 145,034 144,350 152,782 147,924 127,850 111,662 56,654
Shareholders' equity 170,544 185,217 166,356 185,842 178,825 162,400 160,099
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31 FOR THE YEAR ENDED DECEMBER 31,
--------------------- ---------------------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Operating Data:
Interest income $ 42,244 $ 41,666 $ 167,205 $ 174,050 $ 172,005 $ 166,647 $ 161,552
Interest expense 17,801 19,239 74,013 88,347 86,520 82,342 80,200
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income 24,443 22,427 93,192 85,703 85,485 84,305 81,352
Provision for loan losses 850 1,513 5,063 4,610 5,414 6,577 12,698
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net interest income after provision 23,593 20,914 88,129 81,093 80,071 77,728 68,654
Noninterest income 3,802 5,420 15,416 22,122 17,222 10,313 14,067
Noninterest expense 11,922 12,202 45,636 48,765 46,226 42,015 44,440
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes 15,473 14,132 57,909 54,450 51,067 46,026 38,281
Income tax expense 5,203 4,809 19,724 19,435 18,892 17,327 12,754
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income $ 10,270 $ 9,323 $ 38,185 $ 35,015 $ 32,175 $ 28,699 $ 25,527
========== ========== ========== ========== ========== ========== ==========
Selected Operating Ratios and Other Data(2)
Return on average assets 1.76% 1.55% 1.58% 1.44% 1.40% 1.29% 1.23%
Return on average shareholders'
equity(1) 24.24 22.45 22.52 21.47 20.23 19.05 18.03
Cash dividend payout ratio 78.07 79.42 79.16 75.97 72.34 70.38 69.55
Efficiency ratio 38.31 41.31 38.62 40.26 40.61 39.51 42.52
Net interest margin 4.47 3.94 3.82 3.81 4.02 4.07 4.18
Book value per share $ 3.19 $ 3.44 $ 3.11 $ 3.47 $ 3.32 $ 3.01 $ 2.98
Cash dividends per share 0.15 0.14 0.56 0.50 0.43 0.38 0.33
Basic earnings per share 0.19 0.17 0.71 0.65 0.59 0.53 0.48
Diluted earnings per share 0.19 0.17 0.68 0.63 0.58 0.52 0.47
</TABLE>
(1) Calculated excluding the market value adjustment on securities available
for sale.
(2) Where appropriate ratios have been presented on an annualized basis.
17
<PAGE>
SELECTED HISTORICAL FINANCIAL INFORMATION OF COHOES
The following is a summary of selected consolidated financial data of
Cohoes and Cohoes Savings Bank for each of the years in the five-year period
ended June 30, 1999 and the nine-month periods ended March 31, 2000 and 1999.
This information is derived from reports previously filed by Cohoes and Cohoes
Savings Bank with the SEC. See "WHERE YOU CAN FIND MORE INFORMATION." You should
read this summary together with Cohoes' financial statements and their
accompanying notes. Certain Cohoes financial information has been reclassified
to conform with TrustCo's financial information. Results for the interim periods
do not necessarily indicate results that may be expected for any other interim
or annual period.
COHOES BANCORP, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
AT MARCH 31, AT JUNE 30,
---------------------- -------------------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Consolidated Financial Data:
Total assets $ 704,414 $ 628,219 $ 650,470 $ 535,716 $ 491,700 $ 463,363 $ 459,336
Cash and cash equivalents 11,970 22,731 11,114 14,229 16,664 8,900 15,179
Loans, net 577,442 489,527 521,005 412,759 398,530 393,970 379,088
Investment securities 56,096 54,921 54,455 45,424 25,273 25,969 40,052
Securities available for sale 41,225 43,147 44,742 48,720 35,475 20,886 10,433
Deposits 491,508 429,004 446,123 449,541 429,390 404,539 398,963
Borrowings 79,652 49,263 49,045 19,897 -- 2,116 6,117
Shareholders' equity 121,136 138,430 139,430 53,282 49,092 44,290 40,130
Real estate owned 697 507 724 509 1,874 421 396
Nonperforming loans 4,383 4,942 4,993 5,649 6,688 7,793 5,063
</TABLE>
18
<PAGE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED MARCH 31, FOR THE FISCAL YEAR ENDED JUNE 30,
--------------------- ----------------------------------
2000 1999 1999 1998 1997 1996 1995
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Operating Data:
Interest income $36,628 $31,829 $43,038 $38,423 $36,285 $35,383 $32,100
Interest expense 16,443 15,531 20,334 19,262 17,821 18,164 15,405
------- ------- ------- ------- ------- ------- -------
Net interest income 20,185 16,298 22,704 19,161 18,464 17,219 16,695
Provision for loan losses 1,250 785 1,235 1,400 1,325 490 330
------- ------- ------- ------- ------- ------- -------
Net interest income after provision
for loan losses 18,935 15,513 21,469 17,761 17,139 16,729 16,365
Noninterest income 1,476 2,176 2,916 2,743 2,790 2,467 2,191
Noninterest expense 13,504 16,405 20,443 13,767 12,314 11,919 12,152
------- ------- ------- ------- ------- ------- -------
Income before income taxes 6,907 1,284 3,942 6,737 7,615 7,277 6,404
Income tax expense 2,517 519 1,511 2,650 2,972 2,882 2,565
------- ------- ------- ------- ------- ------- -------
Net income $ 4,390 $ 765 $ 2,431 $ 4,087 $ 4,643 $ 4,395 $ 3,839
======= ======= ======= ======= ======= ======= =======
Selected Operating Ratios and Other Data(2)
Performance ratios:
Yield on average interest-earning assets 7.36% 7.48% 7.42% 7.96% 8.04% 7.98% 7.76%
Rate paid on average interest-bearing
liabilities 3.97 4.12 4.06 4.33 4.27 4.42 3.99
Net interest rate spread 3.39 3.36 3.36 3.63 3.77 3.56 3.77
Net interest income after provision for loan
losses to noninterest expenses 140.22 94.56 105.02 129.01 139.18 140.36 134.67
Noninterest expenses as a percent of average
assets 2.62 3.71 3.40 2.75 2.62 2.59 2.82
Return on average assets 0.85 0.17 0.40 0.82 0.99 0.95 0.89
Return on average equity 4.52 1.25 2.53 7.88 9.87 10.28 9.95
Ratio of average equity to average assets 18.86 13.89 15.95 10.35 10.03 9.28 8.95
Efficiency ratio 62.34 88.80 79.79 62.85 57.94 60.55 64.34
Basic earnings per share (1) $0.53 $0.18 $0.37 N/A N/A N/A N/A
Diluted earnings per share (1) 0.53 0.18 0.37 N/A N/A N/A N/A
Dividends per share 0.19 N/A 0.06 N/A N/A N/A N/A
Dividend payout ratio 35.85% 0.00% 16.22% N/A N/A N/A N/A
Book value per share $15.12 $14.52 $14.62 N/A N/A N/A N/A
Weighted average shares outstanding:
Basic 8,249,339 8,790,918 8,797,601 N/A N/A N/A N/A
Diluted 8,249,339 N/A N/A N/A N/A N/A N/A
Asset Quality Ratios:
Nonperforming loans as a percent of
total loans 0.76% 1.00% 0.95% 1.36% 1.66% 1.96% 1.32%
Nonperforming assets as a percent of
total assets 0.72 0.87 0.88 1.15 1.74 1.77 1.19
Allowance for loan losses as a percent of
total loans 0.82 0.77 0.77 0.85 0.77 0.82 0.82
Allowance for loan losses as a percent of
nonperforming loans 108.63 76.14 80.62 62.54 46.43 41.69 61.88
Net loans charged-off to average loans 0.09 0.12 0.16 0.24 0.37 0.10 0.06
</TABLE>
(1) Earnings per share for the fiscal year 1999 and the nine months ended March
31, 1999 reflects earnings since conversion.
(2) Where appropriate ratios have been presented on an annualized basis.
19
<PAGE>
SELECTED HISTORICAL FINANCIAL INFORMATION OF HUDSON
The following is a summary of selected consolidated financial data of
Hudson and Hudson River Bank & Trust Company for each of the years in the
five-year period ended March 31, 1999 and the nine-month periods ended December
31, 2000 and 1999. This information is derived from reports previously filed by
Hudson and Hudson River Bank & Trust Company with the SEC. See "WHERE YOU CAN
FIND MORE INFORMATION." You should read this summary together with Hudson's
financial statements and their accompanying notes. Certain Hudson financial
information has been reclassified to conform with TrustCo's financial
information. Results for the interim periods do not necessarily indicate results
that may be expected for any other interim or annual period.
HUDSON RIVER BANCORP, INC.
SELECTED HISTORICAL FINANCIAL INFORMATION
(UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT RATIOS AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED MARCH 31,
-----------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings:
Interest income $ 76,423 $ 63,526 $ 55,387 $ 52,881 $ 49,082
Interest expense 30,509 26,000 25,977 25,426 24,086
----------- ----------- ----------- ----------- -----------
Net interest income 45,914 37,526 29,410 27,455 24,996
----------- ----------- ----------- ----------- -----------
Provision for loan losses 6,200 7,341 8,491 3,826 1,090
Other operating income 2,588 2,418 2,845 1,825 1,635
Other operating expenses 27,788 26,612 19,030 16,187 14,199
----------- ----------- ----------- ----------- -----------
Income before tax expenses 14,514 5,991 4,734 9,267 11,342
Tax expense 4,988 2,184 1,903 3,607 4,298
----------- ----------- ----------- ----------- -----------
Net income $ 9,526 $ 3,807 $ 2,831 $ 5,660 $ 7,044
=========== =========== =========== =========== ===========
Per Share Data (1):
Basic earnings per share $ 0.65 $ 0.17 -- -- --
Diluted earnings per share 0.65 0.17 -- -- --
Book value at year end 14.50 14.02 -- -- --
Book value at year end, including unallocated ESOP shares
and unvested RRP shares 12.85 12.39 -- -- --
Tangible book value per share at year end 13.66 13.81 -- -- --
Tangible book value per share, including unallocated ESOP
shares and unvested RRP shares 12.11 12.21 -- -- --
Closing market price 10.00 10.94 -- -- --
Average Balances and Shares
Total assets $ 996,448 $ 809,385 $ 659,984 $ 640,867 $ 597,435
Earning assets 950,380 778,691 628,747 612,296 571,263
Loans 698,403 522,974 507,293 471,295 444,645
Securities available for sale 231,931 156,405 39,357 53,445 26,889
Securities held to maturity 14,899 47,738 71,966 83,343 92,243
Deposits 682,029 608,936 577,721 562,922 530,339
Short-term FHLB advances 65,542 2,916 3,699 4,459 745
Long-term FHLB borrowings 18,386 -- -- -- --
Shareholders' equity 207,953 185,770 67,780 63,322 56,261
Shares outstanding:
Basic 14,556,648 16,302,268 -- -- --
Diluted 14,577,742 16,302,268 -- -- --
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
AT OR FOR THE YEARS ENDED MARCH 31,
--------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Financial Ratios:
Return on average assets 0.96% 0.47% 0.43% 0.88% 1.18%
Return on average equity 4.58 2.05 4.18 8.94 12.52
Net interest margin 4.83 4.82 4.68 4.48 4.38
Efficiency ratio (2) 52.61 50.48 56.78 54.18 51.89
Expense ratio (2) 2.56 2.49 2.77 2.47 2.31
Equity to assets at year end 17.46 24.89 10.18 10.00 9.56
Tangible equity to tangible assets at year end 16.62 24.62 10.10 9.96 9.50
Allowance to nonperforming loans 190.50 143.77 52.32 29.37 32.57
Allowance to loans 2.38 2.47 1.62 1.19 0.79
</TABLE>
(1) Per share data only applied to periods since Hudson's initial public
offering on July 1, 1998.
(2) Ratio does not include other real estate owned and repossessed property
expenses, net securities transactions, and goodwill and other intangibles
amortization for each period. The 1999 ratio does not include a charitable
contribution to the Hudson River Bank & Trust Company Foundation.
21
<PAGE>
SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION
The following tables show selected pro forma financial data for
TrustCo/Cohoes combined, TrustCo/Hudson combined and TrustCo/Cohoes/Hudson
combined.
The information concerning Cohoes and Hudson is derived from previously
filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and previously
released press releases. TrustCo does not make any representation with respect
to either Cohoes or Hudson amounts and has not performed any procedures to
ensure their accuracy or reasonableness.
The information shown for TrustCo has been prepared from historical
financial information from previously filed Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and previously released press releases.
The information is for illustrative purposes only. The companies would
likely have performed differently had they always been combined. The information
should not be relied on as an indication of future results that the combined
company will experience after the transaction is completed. The pro forma
results are also not necessarily indicative of the future financial position or
future operating results of the combined company. In particular, TrustCo expects
to achieve operating cost savings as a result of the Cohoes and Hudson
transactions. See "BACKGROUND OF THE EXCHANGE OFFER--Benefits of the
transaction". No adjustments have been included in the combined pro forma
operating amounts for the anticipated operating cost savings.
This Prospectus contains certain forward-looking statements concerning the
financial condition, results of operations and business of TrustCo following the
consummation of its proposed acquisition of Cohoes and Hudson, the anticipated
financial and other benefits of such proposed acquisitions and the plans and
objectives of TrustCo's management following such proposed acquisitions,
including, without limitation, statements relating to the cost savings expected
to result from the proposed acquisitions, anticipated results of operations of
the combined company following the proposed acquisitions and projected earnings
per share of the combined company following the proposed acquisitions.
Generally, the words "will," "may," "should," "continue," "believes," "expects,"
"intends," "anticipates" or similar expressions identify forward-looking
statements. These forward-looking statements involve certain risks and
uncertainties. Factors that could cause actual results to differ materially from
those contemplated by the forward-looking statements include, among others, the
following factors: (i) cost savings expected to result from the proposed
acquisitions may not be fully realized or realized within the expected time
frame; (ii) operating results following the proposed acquisitions may be lower
than expected; (iii) competitive pressure among financial services companies may
increase significantly; (iv) costs or difficulties related to the integration of
the businesses of TrustCo and Cohoes and/or Hudson may be greater than expected;
(v) adverse changes in the interest rate environment may reduce interest margins
or adversely affect asset values of the combined company; (vi) general economic
conditions, whether nationally or in the market areas in which TrustCo, Cohoes
and Hudson conduct business, may be less favorable than expected; (vii)
legislation or regulatory changes may adversely affect the businesses in which
TrustCo, Cohoes and Hudson are engaged; or (viii) adverse changes may occur in
the securities markets.
22
<PAGE>
The following table shows selected financial information for TrustCo and
Cohoes on a pro forma combined basis:
TRUSTCO BANK CORP NY
AND
COHOES BANCORP, INC.
PRO FORMA COMBINED SELECTED FINANCIAL DATA
(unaudited)
SUMMARY FINANCIAL INFORMATION
TRUSTCO/COHOES COMBINED
(in thousands, except per share information)
<TABLE>
<CAPTION>
AT MARCH 31, 2000
<S> <C>
Selected Consolidated Financial Data:
Total assets $3,070,778
Loans, net 1,876,266
Securities available for sale 689,880
Deposits 2,482,566
Borrowings 224,686
Shareholders' equity 303,025
<CAPTION>
FOR THE THREE MONTHS FOR THE TWELVE MONTHS
Selected Operating Data: ENDED MARCH 31, 2000 ENDED DECEMBER 31, 1999
-------------------- -----------------------
<S> <C> <C>
Interest income $54,846 $213,597
Interest expense 23,621 94,225
------
Net interest income 31,225 119,372
Provision for loan losses 1,150 6,888
Noninterest income 4,570 17,281
Noninterest expense 16,629 62,458
Income tax expense 6,148 23,331
----- ------
Net income $11,868 $ 43,976
====== =======
Net income per share:
Basic $ 0.18 $ 0.67
Diluted 0.18 0.65
</TABLE>
Note:
The pro forma selected results of operations do not take into consideration any
potential cost savings or revenue enhancements that will likely be realized as a
result of these transactions. TrustCo currently estimates that approximately 50%
of the noninterest expense of Cohoes can be eliminated.
See the notes to the Unaudited Pro Forma Combined Financial Information.
23
<PAGE>
The following table shows selected financial information for TrustCo and Hudson
on a pro forma combined basis:
TRUSTCO BANK CORP NY
AND
HUDSON RIVER BANCORP, INC.
PRO FORMA COMBINED SELECTED FINANCIAL DATA
(unaudited)
SUMMARY FINANCIAL INFORMATION
TRUSTCO/HUDSON COMBINED
AT MARCH 31,
2000
---------------
(in thousands, except per share information)
<TABLE>
<CAPTION>
Selected Consolidated Financial Data:
<S> <C>
Total assets $3,526,102
Loans, net 2,103,071
Securities available sale 890,573
Deposits 2,739,621
Borrowings 296,298
Shareholders' equity 392,567
<CAPTION>
FOR THE THREE FOR THE TWELVE
MONTHS MONTHS
Selected ENDED MARCH ENDED DECEMBER
Operating Data: 31, 2000 31, 1999
--------------- -------------------
<S> <C> <C>
Interest income $ 63,253 $238,404
Interest expense 26,770 101,571
------ -------
Net interest income 36,483 136,833
Provision for loan losses 2,350 11,263
Noninterest income 4,531 17,811
Noninterest expense 19,466 72,232
Income tax expense 6,501 24,459
------ ------
Net income $12,697 $ 46,690
======= ==========
Net income per share:
Basic $ 0.17 $ 0.63
Diluted 0.17 0.61
</TABLE>
NOTE:
-----
The pro forma selected results of operations do not take into
consideration any potential cost savings or revenue enhancements that will
likely be realized as a result of these transactions. TrustCo currently
estimates that approximately 50% of the noninterest expense of Hudson can
be eliminated
See the notes to the Unaudited Pro Forma Combined Financial Information.
24
<PAGE>
The following table shows selected financial information for TrustCo, Cohoes and
Hudson on a pro forma combined basis:
TRUSTCO BANK CORP NY
COHOES BANCORP, INC.
AND
HUDSON RIVER BANCORP, INC.
PRO FORMA COMBINED SELECTED FINANCIAL DATA
(unaudited)
SUMMARY FINANCIAL INFORMATION
TRUSTCO/COHOES/HUDSON COMBINED
(in thousands, except per share information)
<TABLE>
<CAPTION>
AT MARCH 31, 2000
<S> <C>
Selected Consolidated Financial Data:
Total assets $4,243,227
Loans, net 2,680,513
Securities available for sale 926,860
Deposits 3,231,129
Borrowings 375,950
Shareholders' equity 525,048
<CAPTION>
FOR THE THREE MONTHS FOR THE TWELVE MONTHS
Selected Operating Data: ENDED MARCH 31, 2000 ENDED DECEMBER 31, 1999
-------------------- -------------------------
<S> <C> <C>
Interest income $75,855 $284,796
Interest expense 32,590 121,783
------ -------
Net interest income 43,265 163,013
Provision for loan losses 2,650 13,088
Noninterest income 5,299 19,676
Noninterest expense 24,173 89,054
Income tax expense 7,446 28,066
------ ------
Net income $14,295 $ 52,481
====== =======
Net income per share:
Basic $ 0.17 $ 0.61
Diluted 0.16 0.60
</TABLE>
Note:
The pro forma selected results of operations do not take into consideration any
potential cost savings or revenue enhancements that will likely be realized as a
result of these transactions. TrustCo currently estimates that approximately 50%
of the noninterest expense of Cohoes and Hudson can be eliminated.
See the notes to the Unaudited Pro Forma Combined Financial Information.
25
<PAGE>
RISK FACTORS
In deciding whether to tender your shares of TrustCo stock pursuant to our
offer, you should read carefully this Prospectus and the documents to which we
refer you. You should also carefully consider the following factors.
IF WE DO NOT SUCCESSFULLY INTEGRATE TRUSTCO'S AND COHOES' OPERATIONS, THE
ANTICIPATED BENEFITS OF THE ACQUISITION OF COHOES MAY NOT BE FULLY REALIZED
If we complete the offer and our proposed merger, we will integrate two
companies that have previously operated independently. We have not previously
acquired an organization where there is the potential for management to be
uncooperative in the integration process. There can be no assurance that we will
not encounter difficulties in our efforts to integrate the operations of Cohoes
with our operations. The diversion of the attention of management to the
integration effort and any difficulties encountered in combining our operations
could adversely affect the combined company's business and results of
operations. These risks could be increased if we complete our proposed
acquisition of Hudson in that we will integrate three companies that have
previously operated independently.
THERE IS NO GUARANTEE THAT WE WILL ACHIEVE OUR PROJECTED COST SAVINGS OF
APPROXIMATELY $9.0 MILLION PRE-TAX
We have estimated that, by combining TrustCo and Cohoes, we could realize
cost savings of approximately $9.0 million. See "BACKGROUND OF THE EXCHANGE
OFFER--Benefits of the Transaction." Because we have been unable to discuss any
of our cost savings assumptions or analyses with management of Cohoes and
because we have had no access to Cohoes' internal information about its
operations, in connection with the preparation of our cost savings estimates, we
have relied on publicly available information concerning Cohoes, our general
knowledge of the markets in which we and Cohoes compete and our past experience
with respect to our own operations and our integration of acquired financial
institutions. If we were permitted access to Cohoes' internal information about
its operations or if we were able to discuss our assumptions or analyses with
Cohoes' management, our cost savings estimate might differ. No assurance can be
given that the estimated cost savings will be achieved or will occur in the time
period anticipated. Furthermore, there can be no assurance that cost savings
which are realized will not be offset by increases in other expenses, other
charges to earnings or losses of revenue, including losses due to problems in
integrating the Cohoes operations into TrustCo.
We expect to realize a significant portion of the cost savings through
integrating the operations of our subsidiary, Trustco Bank, with Cohoes'
subsidiary, Cohoes Savings Bank, which may require additional regulatory
approvals. These significant cost savings will not be realized unless and until
we are able to integrate these operations. While we are not able to specifically
quantify this portion of our estimated cost savings, we believe that it would
constitute a majority of our estimated cost savings. Receipt of any required
regulatory approvals for this integration is not a condition to the offer or the
merger of Cohoes and TrustCo.
THERE IS NO GUARANTEE THAT WE WILL NOT SUFFER NET REVENUE RUN-OFF AS A RESULT OF
INTEGRATING COHOES' BUSINESSES INTO OURS
In formulating our earnings estimates, we have not assumed any net run-off
of revenue attributable to our acquisition of Cohoes. This assumption is based
on our prior acquisition experience where we have been able to grow net interest
income and non-interest income while achieving targeted
26
<PAGE>
cost savings. In addition, we have not made any decisions with respect to branch
closings because we do not have access to internal information of Cohoes from
which we would expect to make such decisions. Accordingly, our earnings
estimates do not assume the closure of any Cohoes (or TrustCo) branches,
although we would anticipate that certain branches will be closed. We believe
that any revenue reduction resulting from any branch closings would be offset by
additional cost savings associated with such branch closings. If we were
permitted access to non-public information regarding Cohoes' business plans and
operations, our assumption of no net revenue run-off might differ. Although we
intend generally to integrate Cohoes' operations and implement our cost savings
measures in a manner that is designed to minimize the loss of revenues, there
can be no assurance that some revenue will not be lost. Factors that could cause
a loss of revenues include unanticipated loss of customers due to a lack of
customer acceptance of our deposit, lending and investment products.
THERE CAN BE NO ASSURANCE THAT THE INTEGRATION PROCESS WILL NOT BE ADVERSELY
AFFECTED IF COHOES' SENIOR EXECUTIVE MANAGEMENT OR OTHER EMPLOYEES ARE
UNCOOPERATIVE IN THAT PROCESS
As noted above, we have not previously engaged in an acquisition where
there is the potential for management and other employees to be uncooperative
with us in the integration process. Our proposal is not dependent upon the
retention of Cohoes' senior executive management, and we have no reason to
believe that Cohoes employees below the level of senior executive management
would be uncooperative in the integration process, either before the completion
of our proposed merger or thereafter. However, there can be no assurance that
there will not be some level of uncooperativeness on the part of Cohoes' senior
executive management and/or its other employees which could adversely affect the
integration process.
YOUR BOARD OF DIRECTORS MAY DELAY SATISFACTION OF CERTAIN CONDITIONS TO OUR
OFFER
Several of the conditions to our offer will require action by the Cohoes
board of directors. See "THE EXCHANGE OFFER--Certain Conditions of the Exchange
Offer." There can be no assurance that the Cohoes board will take action to
cause the satisfaction of these conditions to our offer.
THERE IS NO GUARANTEE THAT WE WILL BE SUCCESSFUL IN OUR ATTEMPT TO MERGE WITH
BOTH HUDSON AND COHOES
TrustCo's separate exchange offers for each of Hudson and Cohoes are not
conditioned on the successful completion of the other. Accordingly, it is
possible that the exchange offers could result in: (1) a three-way combination
of TrustCo, Hudson and Cohoes; or (2) a combination of TrustCo and Hudson; or
(3) a combination of TrustCo and Cohoes; or (4) neither exchange offer could be
successfully consummated. TrustCo does not anticipate, however, that the nature
of its business operations would vary materially as a consequence of its
combining with only one of, as opposed to both of, Hudson and Cohoes. The
businesses of Hudson and Cohoes are similar in that both are community-oriented
financial institutions with a primary focus on obtaining deposit accounts from
the general public and originating primarily residential mortgage loans and, to
a lesser extent, commercial and multi-family real estate loans. The market areas
of TrustCo, Hudson and Cohoes are adjacent and complementary to one another,
but, because the direct overlap of their branch locations is not extensive, the
costs savings and efficiencies that could be anticipated to result from only a
single acquisition would not be materially different from those to be
anticipated from that acquisition even if both acquisitions were to be
consummated. See the pro forma financial information on pages 16 through 23,
which reflects the alternative possibilities for the successful completion of
the respective exchange offers described above.
IF TRUSTCO IS ABLE TO CONSUMMATE BOTH THE HUDSON MERGER AND THE COHOES MERGER,
THERE IS A RISK THAT TRUSTCO MAY ENCOUNTER DIFFICULTY IN MAINTAINING ITS CURRENT
DIVIDEND LEVEL
27
<PAGE>
Because the actual number of shares of TrustCo common stock that Cohoes
stockholders will receive is not yet fixed, the estimated amount of cash
dividends Cohoes stockholders will receive will fluctuate with the value of
TrustCo common stock. In the past five years, on a compounded basis, TrustCo has
achieved an 11% annual growth rate in its per share dividend. During the year
ended December 31, 1999, TrustCo paid out approximately 79% of its net income in
the form of cash dividends. Although TrustCo believes that, upon the completion
of its proposed acquisition of Cohoes, it will have the resources to continue to
pay dividends consistent with its past practices, the declaration and payment of
dividends is within the discretion of TrustCo's board of directors, and, to the
extent that TrustCo's board determines that the payment of such dividends may
have an adverse effect upon TrustCo's growth potential, level of customer
service or financial condition, the board may decide to reduce dividend payment
rates.
THE ACTUAL VALUE OF THE TRUSTCO COMMON STOCK RECEIVED BY COHOES' SECURITY
HOLDERS IN EXCHANGE FOR SHARES OF COHOES COMMON STOCK MAY BE MORE THAN OR LESS
THAN $16 PER SHARE AT THE TIME OF EXCHANGE
The actual value of the TrustCo common stock received by Cohoes' security
holders in exchange for shares of Cohoes common stock may be more than or less
than $16 per share at the time of exchange. This results from the fact that the
exact number of shares of TrustCo common stock to be issued in exchange for
Cohoes common stock will be determined based upon the average closing price of
the TrustCo stock on the Nasdaq over a twenty-day period, with the twenty-day
period ending five days prior to the closing of the offer. It is possible that,
in this five day interim period, the closing price of TrustCo common stock may
fluctuate such that it is more or less than the foregoing average price used to
calculate the exact exchange ratio.
IF SUCCESSFUL, THE OFFER WILL RESULT IN A BOOK VALUE DILUTION
If successful, TrustCo's offers to acquire Hudson and Cohoes would result
in dilution of the tangible book value per share of Cohoes stockholders. As of
March 31, 2000, the tangible book value per share of TrustCo, Cohoes and Hudson
was $3.19, $14.90 and $12.11 respectively. Upon completion of TrustCo's proposed
acquisition of Cohoes and Hudson, TrustCo's pro forma tangible book value would
be $5.84 per share which when multiplied by the exchange ratio of 1.4545 results
in a pro forma equivalent per share book value of $8.49 for each share of Cohoes
common stock exchanged for TrustCo stock. If only the TrustCo-Cohoes Merger
occurs, then TrustCo's pro forma tangible book value would be $4.53 per share
which when multiplied by the exchange ratio of 1.4545, results in a pro forma
equivalent per share book value of $6.59 for each share of Cohoes common stock
exchanged for TrustCo stock.
28
<PAGE>
BACKGROUND OF THE EXCHANGE OFFER
PAST CONTACTS
From time to time, TrustCo is involved in due diligence investigations,
discussions and negotiations concerning possible business combination
transactions with other financial institutions. TrustCo generally seeks to
acquire financial institutions that would: (i) complement its overall strategic
focus; (ii) provide opportunities for growth in markets where the target
financial institution conducts business; and (iii) improve TrustCo's retail
banking franchise.
On April 25, 2000, Cohoes and Hudson announced that they had entered into
their merger agreement and the related option agreement. Following announcement
of the proposed Hudson-Cohoes merger, TrustCo reviewed its strategic options,
including the possibility of proceeding with one or more offers for either or
both of Cohoes and Hudson.
On June 8, 2000, TrustCo sent a letter to Mr. Duncan MacAffer, the
Chairman of the Board of Cohoes, proposing the merger of TrustCo and Cohoes.
Pursuant to the proposal, TrustCo would acquire Cohoes in a merger in which each
share of Cohoes stock would be exchanged for shares of TrustCo stock valued at
$16.00. The proposal expired on June 23, 2000 and, on that date, Cohoes informed
TrustCo that a merger with TrustCo was contrary to Cohoes' strategic business
plan and declined to have any discussions with TrustCo.
On June 26, 2000, TrustCo publicly announced its intention to commence a
tender offer to exchange shares of TrustCo stock valued at $16.00 for each share
of Cohoes' common stock. Also on June 26, 2000, Cohoes publicly announced that
it remained fully committed to the proposed merger with Hudson.
On July 7, 2000, TrustCo filed a Form 425 with the SEC for the purpose of
disclosing that it had published a newspaper notice to shareholders of Hudson
and Cohoes, briefly describing that the boards of both Hudson and Cohoes had
rejected the TrustCo offer, and emphasizing that a Hudson/Cohoes merger may not
be in the best interest of the Hudson and Cohoes shareholders.
On July 10, 2000, TrustCo sent a letter to Cohoes' Chairman, Mr. Duncan S.
Macaffer, requesting a meeting to discuss the proposed TrustCo-Cohoes
combination. On July 21, 2000, Cohoes rejected TrustCo's request for such a
meeting.
On July 11, 2000, TrustCo filed proxy materials with the SEC for the
purpose of soliciting votes by Cohoes and Hudson stockholders against the
proposed Hudson-Cohoes merger and disseminated those materials to Cohoes and
Hudson stockholders.
On July 14, 2000, TrustCo filed a Form 425 with the SEC for the purpose of
disclosing that it had published a newspaper notice to shareholders of Hudson
and Cohoes, briefly describing the parameters of the offer and asking for the
support of Hudson and Cohoes shareholders.
On July 21, 2000, TrustCo filed a Form 425 with the SEC for the purpose of
disclosing that it had published a newspaper notice to shareholders of Hudson
and Cohoes, comparing the dividend yield and other financial performance data of
Hudson, Cohoes and TrustCo.
PURPOSE OF THE EXCHANGE OFFER; THE TRUSTCO-COHOES MERGER
The purpose of our offer (the "Exchange Offer") is to acquire control of,
and ultimately the entire equity interest in, Cohoes and to consolidate the
operations of Cohoes and TrustCo to achieve operational efficiencies and cost
savings. TrustCo would not make the Exchange Offer if it could not effect the
merger of TrustCo and Cohoes (the "TrustCo-Cohoes Merger") and, consequently,
the Exchange Offer is
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conditioned upon the removal of various impediments to consummation of the
TrustCo-Cohoes Merger. As soon as practicable after consummation of the Exchange
Offer, TrustCo intends to cause to occur: (i) the merger of Cohoes with and into
TrustCo or a subsidiary of TrustCo pursuant to which each outstanding share of
Cohoes common stock ("Cohoes Common Stock") (except for treasury shares and
shares held by TrustCo or any subsidiary of TrustCo other than in a fiduciary
capacity) would be converted into the right to receive shares of TrustCo common
stock ("TrustCo Common Stock") with an aggregate value equal to $16.00; and (ii)
the integration of the operations of Cohoes Savings Bank with Trustco Bank,
National Association ("Trustco Bank").
BENEFITS OF THE TRANSACTION
Following the TrustCo-Cohoes Merger, TrustCo intends to consolidate all
supervisory functions of Cohoes into TrustCo, transfer all remaining assets of
Cohoes to Trustco Bank and consolidate the business and operations of Cohoes
Savings Bank into Trustco Bank, resulting in operational efficiencies and cost
savings.
TrustCo believes that the integration of Trustco Bank and Cohoes Savings
Bank will provide increased opportunities for growth and diversification in and
service to the market served by each organization and added flexibility in
responding to various factors currently influencing the banking and financial
services industries, including rapid technological and regulatory changes,
increased competition and the geographic expansion of markets. The
TrustCo-Cohoes Merger will allow TrustCo to extend its natural marketplace in
New York and is expected to result in greater economies of scale through
coordination of intra-market operations and a stronger financial position
through an increased asset base. Although estimates of specific cost savings
resulting from the consolidation are inherently subjective, TrustCo presently
believes that, if the TrustCo-Cohoes Merger and the integration of Trustco Bank
with Cohoes Savings Bank are consummated, TrustCo would be able to achieve
pre-tax cost savings of approximately $5,000,000 in the first year, and an
additional $4,000,000 in the second year following the TrustCo-Cohoes Merger.
See "SELECTED PRO FORMA COMBINED FINANCIAL INFORMATION."
OFFER TO ACQUIRE HUDSON
On June 8, 2000, TrustCo sent a letter to Mr. Earl Schram, Jr., the
Chairman of the Board of Hudson, proposing a merger of TrustCo and Hudson.
Pursuant to the proposal, TrustCo would acquire Hudson in a merger (the
"TrustCo-Hudson Merger") in which each share of Hudson's common stock would be
exchanged for shares of TrustCo Common Stock with an aggregate value equal to
$14.00. On June 23, 2000, Hudson informed TrustCo that Hudson's Board of
Directors had unanimously rejected the proposed TrustCo-Hudson Merger.
On June 26, 2000, TrustCo publicly announced its intention to commence an
offer to exchange shares of TrustCo Common Stock with an aggregate value equal
to $14.00 for each share of Hudson common stock, and commenced such offer on
July ___, 2000.
TrustCo has been actively soliciting Hudson stockholders to vote against
the proposed merger of Cohoes and Hudson (the "Hudson-Cohoes Merger"). TrustCo
expects to commence its exchange offer for Hudson on ________, 2000 by mailing a
prospectus and the related letter of transmittal to Hudson stockholders. TrustCo
expects to file shortly an application with the Federal Reserve Board to obtain
the regulatory approvals necessary to complete that exchange offer and the
TrustCo-Hudson Merger. Promptly after the SEC declares that registration
statement effective, TrustCo intends to file with the SEC proxy materials to be
used for soliciting the approval by TrustCo's stockholders of the issuance of
TrustCo Common Stock in the Hudson exchange offer and the TrustCo-Hudson Merger.
The consummation of the Hudson exchange offer on the part of TrustCo is
subject to the same or similar conditions (or the waiver thereof) as this
Exchange Offer. However, neither the consummation of
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the Hudson exchange offer nor the TrustCo-Hudson Merger is a condition precedent
to this Exchange Offer.
MAXIMUM EXPECTED POST-MERGER DIVIDEND.
During the year ended December 31, 1999, TrustCo paid out approximately
79% of its net income in the form of cash dividends. TrustCo anticipates
(assuming that it realizes the estimated cost savings from combining with Cohoes
and continues to pay the same percentage of income in the form of cash
dividends) that the dividend rate for the year ended December 31, 1999 would
have been $0.59 per share, as compared to the annualized dividend rate of $0.60
per share for 2000. Further, assuming that the Hudson option to acquire 19.9% of
Cohoes common stock is exercised, the dividend rate for the year ended December
31, 1999 would have been $0.57 per share. (The foregoing dividend rates do not
reflect the potential impact of TrustCo's proposed acquisition of Hudson).
THE EXCHANGE OFFER
The following description contains, among other information, a summary of
the Exchange Offer and the related letter of transmittal (the "Letter of
Transmittal") and is qualified in its entirety by reference to the full text of
the Letter of Transmittal which is incorporated herein by reference and attached
hereto as Appendix A to this Prospectus. SHAREHOLDERS ARE URGED TO READ
CAREFULLY THE LETTER OF TRANSMITTAL.
GENERAL
TrustCo hereby offers, upon the terms and subject to the conditions of the
Exchange Offer described in this Prospectus and the related Letter of
Transmittal, to exchange shares of TrustCo Common Stock with an aggregate value
equal to $16.00 (the "Exchange Consideration") for each outstanding share of
Cohoes Common Stock validly tendered on or prior to the Expiration Date (as
defined herein) and not withdrawn. A tendering Cohoes shareholder may, by
properly completing the Letter of Transmittal, elect to receive the Exchange
Consideration for his or her Cohoes Common Stock.
The number of shares of the TrustCo Common Stock constituting the Exchange
Consideration for purposes of the Exchange Offer will be calculated with
reference to the average closing price of the TrustCo Common Stock on the Nasdaq
for the 20-day period ending 5 days prior to the closing date under the Exchange
Offer. Since the value of the Exchange Consideration is fixed at $16.00 per
share of Cohoes Common Stock exchanged, the number of shares of TrustCo Common
Stock that a tendering Cohoes shareholder will receive under the Exchange Offer
will fluctuate as the market price of the TrustCo Common Stock fluctuates. Based
on the closing sales price of a share of TrustCo Common Stock as reported on
Nasdaq on __________________, 2000, tendering holders of Cohoes Common Stock
would receive _____ shares of TrustCo Common Stock as the Exchange
Consideration. TRUSTCO RESERVES THE RIGHT TO AMEND THE EXCHANGE OFFER, INCLUDING
THE COMPOSITION OR AMOUNT OF THE EXCHANGE CONSIDERATION, FOR ANY REASON. IF
TRUSTCO SO AMENDS THE EXCHANGE OFFER, IT WILL EXTEND THE EXCHANGE OFFER FOR A
PERIOD OF TEN BUSINESS DAYS IF THE EXCHANGE OFFER IS SCHEDULED TO EXPIRE PRIOR
THERETO.
The term "Expiration Date" means 12:00 midnight, New York City time, on
_______________, 2000, unless and until TrustCo extends the period of time for
which the Exchange Offer is open, in which event the term "Expiration Date"
means the latest time and date at which the Exchange Offer, as so extended by
TrustCo, expires. TrustCo presently anticipates electing to extend the Exchange
Offer from time to time until such time as the Regulatory Approval Condition (as
defined below) has been satisfied; however, TrustCo will not be obligated to do
so. See "THE EXCHANGE OFFER--Certain Legal Matters" and "-- Certain Conditions
of the Exchange Offer."
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Tendering shareholders will not be obligated to pay any charges or
expenses of ChaseMellon Shareholder Services, the exchange agent for this
Exchange Offer (the "Exchange Agent"), or any brokerage commissions. Except as
set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the
exchange of Cohoes Common Stock pursuant to the Exchange Offer will be paid by
or on behalf of TrustCo.
TrustCo's obligation to accept Cohoes Common Stock pursuant to the
Exchange Offer is conditioned upon: (i) there being validly tendered and not
withdrawn prior to the expiration of the Exchange Offer a number of shares of
Cohoes Common Stock which, together with the 100,000 shares of Cohoes Common
Stock now owned by TrustCo, would represent at least a majority of the total
number of outstanding Cohoes Common Stock on a fully diluted basis (the "Minimum
Tender Condition"); (ii) the receipt of all regulatory approvals sought by
TrustCo in connection with the transactions contemplated by the Exchange Offer
without the imposition of any material condition unacceptable to TrustCo, the
expiration of all required waiting periods, and the compliance by TrustCo with
any terms or conditions of such approvals (the "Regulatory Approval Condition");
(iii) either the Cohoes Board of Directors (the "Cohoes Board") having approved
the Exchange Offer, and the Cohoes Board and shareholders having approved the
TrustCo-Cohoes Merger and the Cohoes Board having amended the charter of Cohoes
Savings Bank to eliminate the provisions thereof prohibiting the direct or
indirect ownership of more than 10% of any class of an equity security of Cohoes
Savings Bank or, in lieu of such actions, TrustCo being satisfied, in its sole
discretion, that Section 203 of the Delaware General Corporation Law (the
"DGCL") and the anti-takeover provisions of Cohoes' Certificate of Incorporation
("Cohoes' Certificate") and the charter of Cohoes Savings Bank are invalid or
are not applicable to the transactions contemplated by the Exchange Offer and
the TrustCo-Cohoes Merger (the "Removal of Impediments Condition"); (iv) the
approval of the issuance of shares of TrustCo Common Stock pursuant to the
Exchange Offer by the holders of a majority of the outstanding shares of TrustCo
Common Stock voted at a meeting of such holders at which the total number of
votes cast represents over fifty percent in interest of all shares of TrustCo
Common Stock outstanding on the applicable record date (the "TrustCo Stockholder
Approval Condition"); (v) the receipt of an opinion of counsel that the Exchange
Offer and the TrustCo-Cohoes Merger qualify as a reorganization under
ss.368(a)(1)(A) of thE Internal Revenue Code of 1986, as amended (the "Code");
(vi) since June 30, 1999, there being no material adverse change, or any
prospective material adverse change, in the financial condition, business or
assets of Cohoes (the "Material Adverse Effect Condition"); (vii) Cohoes and
Hudson terminate their Agreement and Plan of Merger dated April 25, 2000 (the
"Hudson-Cohoes Merger Agreement"); (viii) Cohoes and Hudson terminate their
Stock Option Agreement dated April 25, 2000 (the "Hudson-Cohoes Option
Agreement") and Hudson surrenders to Cohoes the option granted to Hudson
thereunder; (ix) the stockholders of Cohoes do not approve the Hudson-Cohoes
Merger; (x) TrustCo and Cohoes enter into a definitive TrustCo-Cohoes Merger
agreement which is approved by the Cohoes Board and shareholders; and (xi) the
Registration Statement becomes effective. See "THE EXCHANGE OFFER--Certain
Conditions of the Exchange Offer." TrustCo reserves the absolute right to waive
any of the conditions of the Exchange Offer other than the Regulatory Approval
Condition, the TrustCo Stockholder Approval Condition and the effectiveness of
the Registration Statement. Waiver or amendment of any of these conditions may
require an extension of the Exchange Offer.
If by 12:00 midnight, New York City time, on _________________, 2000, or
any later time to which the Exchange Offer has been extended, the Minimum Tender
Condition has not been satisfied, TrustCo may elect either to: (i) extend the
Exchange Offer and retain all shares of Cohoes Common Stock theretofore tendered
until the expiration of the Exchange Offer, as extended, subject to the right of
a tendering shareholder to withdraw his or her Cohoes Common Stock; (ii) waive
the Minimum Tender Condition, extend the Exchange Offer for a period of ten
business days if the Exchange Offer is scheduled to expire prior thereto and
thereafter exchange all tendered shares of Cohoes Common Stock; or (iii)
terminate the Exchange Offer and exchange none of the Cohoes Common Stock and
return all tendered shares of Cohoes Common Stock. TrustCo will not accept for
exchange any shares of Cohoes Common Stock pursuant to the Exchange Offer until
such time as the Regulatory Approval Condition has
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been satisfied and the Registration Statement has become effective. See "THE
EXCHANGE OFFER -- Certain Legal Matters" and "--Certain Conditions of the
Exchange Offer--REGULATORY APPROVAL CONDITION" and "--EFFECTIVE REGISTRATION
STATEMENT."
A request is being made to Cohoes for use of Cohoes' shareholder list and
security position listing for the purpose of disseminating the Exchange Offer to
holders of Cohoes Common Stock. The Prospectus and the related Letter of
Transmittal will be mailed to record holders of Cohoes Common Stock and will be
furnished to brokers, banks and similar persons whose names or the names of
whose nominees appear on the shareholder list or, if applicable, who are listed
as participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Cohoes Common Stock.
EXTENSION, TERMINATION AND AMENDMENT
TrustCo expressly reserves the right, in its sole discretion, at any time
or from time to time, to extend the period of time during which the Exchange
Offer is to remain open by giving oral or written notice of such extension to
the Exchange Agent. There can be no assurance that TrustCo will exercise its
right to extend the Exchange Offer, although it is presently anticipated that
the Exchange Offer will be extended in order to permit the Regulatory Approval
Condition to be satisfied. If TrustCo amends the Exchange Offer, it will extend
the Exchange Offer for a period of ten business days if the Exchange Offer is
scheduled to expire prior thereto. During any such extension, all shares of
Cohoes Common Stock previously tendered and not withdrawn will remain subject to
the Exchange Offer, subject to the right of a tendering shareholder to withdraw
his or her Cohoes Common Stock. See "THE EXCHANGE OFFER -- Withdrawal Rights."
TrustCo also reserves the right to delay acceptance for exchange of, or exchange
of, any Cohoes Common Stock pursuant to the Exchange Offer, regardless of
whether such shares of Cohoes Common Stock were theretofore accepted for
exchange, and to amend or terminate the Exchange Offer and not accept for
exchange or exchange any Cohoes Common Stock not theretofore accepted for
exchange, or exchanged, upon the failure of any of the conditions of the
Exchange Offer to be satisfied. Any such extension, termination, amendment or
delay will be followed as promptly as practicable by public announcement
thereof, such announcement in the case of an extension to be issued no later
than 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date. Without limiting the manner in which
TrustCo may choose to make such public announcement, TrustCo will not, unless
otherwise required by rules of the SEC, have any obligation to make any such
public announcement other than by making a release to the Dow Jones News
Service. If, prior to the Expiration Date, TrustCo increases the consideration
offered to holders of Cohoes Common Stock, such increase will be applicable to
all holders whose shares of Cohoes Common Stock are accepted for exchange
pursuant to the Exchange Offer and, if at the time notice of such increase is
first published, sent or given to holders of Cohoes Common Stock, the Exchange
Offer is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from and including the date that such notice is
first so published, sent or given, the Exchange Offer will be extended until the
expiration of such period of ten business days. For purposes of the Exchange
Offer, a "business day" means any day other than a Saturday, Sunday or federal
holiday and consists of the time period from 12:01 A.M. through 12:00 midnight,
New York City time.
EXCHANGE OF SHARES; EXCHANGE CONSIDERATION
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange and the exchange of the outstanding shares of Cohoes
Common Stock validly tendered and not withdrawn will be made as soon as
practicable after the Expiration Date. Subject to applicable rules of the SEC,
TrustCo expressly reserves the right to delay acceptance for exchange or the
exchange of Cohoes Common Stock in order to comply with any applicable law.
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For purposes of the Exchange Offer, TrustCo will be deemed to have
accepted for exchange and thereby acquired tendered Cohoes Common Stock as, if
and when TrustCo gives oral or written notice to the Exchange Agent of its
acceptance of the tenders of such shares of Cohoes Common Stock. Delivery of the
Exchange Consideration in exchange for the Cohoes Common Stock pursuant to the
Exchange Offer will be made by the Exchange Agent as soon as practicable after
receipt of such notice. The Exchange Agent will act as agent for tendering
shareholders for the purpose of receiving the Exchange Consideration from
TrustCo and transmitting such Exchange Consideration to tendering shareholders.
Under no circumstances will interest be paid by TrustCo by reason of any delay
in making such exchange.
If any tendered shares of Cohoes Common Stock are not acceptable for
exchange pursuant to the terms and conditions of the Exchange Offer for any
reason, or if certificates are submitted for more shares of Cohoes Common Stock
than are tendered, certificates for such un-exchanged Cohoes Common Stock will
be returned to the tendering Cohoes shareholder by the Exchange Agent as soon as
practicable following consummation or termination of the Exchange Offer.
CASH IN LIEU OF FRACTIONAL SHARES OF TRUSTCO COMMON STOCK
No certificates representing fractional shares of TrustCo Common Stock
will be issued by TrustCo pursuant to the Exchange Offer. In lieu thereof, each
tendering shareholder who would otherwise be entitled to a fractional share of
TrustCo Common Stock will receive cash in an amount equal to the average closing
price of one share of TrustCo Common Stock on Nasdaq over the 20-day period
ending 5 days before the closing of the Exchange Offer multiplied by the
fractional share of TrustCo Common Stock that such tendering shareholder was
otherwise entitled to receive.
WITHDRAWAL RIGHTS
Shares of Cohoes Common Stock tendered pursuant to the Exchange Offer may
be withdrawn at any time after ___________, 2000 and prior to the expiration of
the Exchange Offer and the acceptance of Cohoes Common Stock for exchange
pursuant to the Exchange Offer.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Exchange Agent at its address set forth on the back cover of this Prospectus and
must specify the name of the person having tendered the shares of Cohoes Common
Stock to be withdrawn, the number of shares of Cohoes Common Stock to be
withdrawn and the name of the registered holder, if different from that of the
person who tendered such shares of Cohoes Common Stock.
The signature(s) on the notice of withdrawal must be guaranteed by a firm
which is a member of a registered national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD") or by a commercial
bank or trust company having an office or correspondent in the United States
(collectively, "Eligible Institutions") unless such shares of Cohoes Common
Stock have been tendered for the account of any Eligible Institution. If
certificates have been delivered or otherwise identified to the Exchange Agent,
the name of the registered holder and the serial numbers of the particular
certificates evidencing the shares of Cohoes Common Stock withdrawn must also be
furnished to the Exchange Agent as aforesaid prior to the physical release of
such certificates. All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by TrustCo in its sole
discretion, whose determination will be final and binding. Neither TrustCo, the
Exchange Agent nor any other person will be under any duty to give notification
of any defects or irregularities in any notice of withdrawal or will incur any
liability for failure to give any such notification. Any shares of Cohoes Common
Stock properly withdrawn will be deemed not to have been validly tendered for
purposes of the Exchange Offer. However, withdrawn shares of Cohoes Common Stock
may be re-tendered by following one of the procedures described under "THE
EXCHANGE OFFER -- Procedure for Tendering Shares" at any time prior to the
Expiration Date.
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PROCEDURE FOR TENDERING SHARES
To tender shares of Cohoes Common Stock pursuant to the Exchange Offer, a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with the certificates representing the tendered Cohoes Common
Stock and any other required documents, must be transmitted to and received by
the Exchange Agent at its address set forth on the back cover of this
Prospectus. THE METHOD OF DELIVERY OF ALL REQUIRED DOCUMENTS IS AT THE OPTION
AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Signatures on all Letters of Transmittal must be guaranteed by an Eligible
Institution in cases where shares of Cohoes Common Stock are tendered by a
registered holder of Cohoes Common Stock who has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal. If the certificates are registered
in the name of a person other than the signer of the Letter of Transmittal, or
if certificates for un-exchanged shares of Cohoes Common Stock are to be issued
to a person other than the registered holder(s), the certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name or names of the registered owner or owners appear on the
certificates, with the signature(s) on the certificates or stock powers
guaranteed as aforesaid.
By executing a Letter of Transmittal as set forth above, the tendering
shareholder irrevocably appoints designees of TrustCo as such shareholder's
proxies, each with full power of substitution, to the full extent of such
shareholder's rights with respect to the shares of Cohoes Common Stock tendered
by such shareholder and accepted for exchange by TrustCo and with respect to any
and all other shares of Cohoes Common Stock and other securities issued or
issuable in respect of the Cohoes Common Stock on or after ____________________,
2000. Such appointment will be effective when, and only to the extent that,
TrustCo exchanges the Exchange Consideration for Cohoes Common Stock tendered by
such shareholder. To such extent, all prior proxies appointed by such
shareholder will be revoked. Such designees will be empowered, among other
things, to vote such shares of Cohoes Common Stock as they in their sole
discretion deem proper at any annual, special or adjourned meeting of Cohoes'
shareholders or otherwise. TrustCo reserves the right to require that, in order
for shares of Cohoes Common Stock to be deemed validly tendered, immediately
upon TrustCo's exchange of such Cohoes Common Stock TrustCo must be able to
exercise full voting rights with respect to such shares of Cohoes Common Stock.
If a shareholder desires to tender shares of Cohoes Common Stock pursuant
to the Exchange Offer and such shareholder's certificates are not immediately
available or time will not permit his Letter of Transmittal, stock certificates
and any other required documents to reach the Exchange Agent prior to the
Expiration Date, his tender may nevertheless be effected if all the following
conditions are met: (i) such tender is made by or through an Eligible
Institution; (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by TrustCo herewith is received by
the Exchange Agent as provided below on or prior to the Expiration Date; and
(iii) the certificates for all tendered shares of Cohoes Common Stock, together
with a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal, are
received by the Exchange Agent within five business days after the date of
execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand to the Exchange
Agent or transmitted by telegram, telex, facsimile transmission or mail to the
Exchange Agent and must include a signature guaranteed by an Eligible
Institution in the form set forth in such Notice.
In any event, the exchange of Exchange Consideration for Cohoes Common
Stock tendered and accepted for exchange pursuant to the Exchange Offer will be
made only after timely receipt by the Exchange Agent of certificates therefor
properly completed, duly executed Letter(s) of Transmittal and any other
required documents.
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To avoid backup federal income tax withholding with respect to the
Exchange Consideration received by a shareholder pursuant to the Exchange Offer,
the shareholder must provide the Exchange Agent with his correct taxpayer
identification number or certify that he or she is not subject to backup Federal
income tax withholding by completing the Substitute Form W-9 included in the
Letter of Transmittal.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of any tender of Cohoes Common Stock will be determined
by TrustCo in its sole discretion, whose determination will be final and
binding. TrustCo reserves the absolute right to reject any or all tenders
determined by it not to be in proper form or the acceptance of or exchange for
which may, in the opinion of TrustCo's counsel, be unlawful. TrustCo also
reserves the absolute right to waive any of the conditions of the Exchange Offer
which it is legally permitted to waive (other than the Regulatory Approval
Condition, the TrustCo Stockholder Approval Condition and the effectiveness of
the Registration Statement) or any defect or irregularity in the tender of any
shares of Cohoes Common Stock. No tender of Cohoes Common Stock will be deemed
to have been validly made until all defects and irregularities have been cured
or waived. TrustCo's interpretation of the terms and conditions of the Exchange
Offer (including the Letter of Transmittal and instructions thereto) will be
final and binding. Neither TrustCo, the Exchange Agent nor any other person will
be under any duty to give notification of any defects or irregularities in the
tender of any shares of Cohoes Common Stock or will incur any liability for
failure to give any such notification.
A tender of Cohoes Common Stock pursuant to the procedures described above
will constitute a binding agreement between the tendering shareholder and
TrustCo upon the terms and subject to the conditions of the Exchange Offer.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Lewis, Rice & Fingersh, L.C., counsel to TrustCo,
exchanges of Cohoes Common Stock for TrustCo Common Stock pursuant to the
Exchange Offer and the TrustCo-Cohoes Merger should be treated for federal
income tax purposes as an exchange pursuant to a plan of reorganization within
the meaning of ss.368 of thE Code. Consequently, no gain or loss will be
recognized by holders of shares of Cohoes Common Stock, except as described
below under "TAX CONSEQUENCES TO COHOES SHAREHOLDERS IF THE EXCHANGE OFFER AND
THE TRUSTCO-COHOES MERGER QUALIFY AS A REORGANIZATION." This opinion is based on
the view of Lewis, Rice & Fingersh, L.C. that the Exchange Offer and the
TrustCo-Cohoes Merger should be treated as a single transaction and on certain
assumptions, including that: (i) each Cohoes shareholder holds his or her shares
of Cohoes Common Stock and will hold the TrustCo Common Stock to be received as
a capital asset within the meaning of ss.1221 of the Code; (ii) the continuity
of shareholder interest requirement applicable to corporate reorganizations
(which requires a continuing equity interest in TrustCo by holders owning a
significant percentage of the shares of Cohoes Common Stock prior to the
consummation of the Exchange Offer) will be satisfied; (iii) TrustCo will
continue Cohoes' historic business or will use a significant portion of Cohoes'
historic business assets in a business; (iv) the Exchange Offer and the
TrustCo-Cohoes Merger will be consummated as contemplated by this Prospectus;
and (vi) there are valid business reasons for undertaking the Exchange Offer and
the TrustCo-Cohoes Merger.
In rendering their opinion, Lewis, Rice & Fingersh, L.C. have further
assumed that: (i) upon consummation of the Exchange Offer, there will be no
significant contingencies preventing the prompt consummation of the
TrustCo-Cohoes Merger; (ii) upon consummation of the Exchange Offer, TrustCo
will not have waived any of the conditions relating to its obligation to
consummate the Exchange Offer in a manner that could prevent a prompt
consummation of the TrustCo-Cohoes Merger; and (iii) the TrustCo-Cohoes Merger
will in fact be consummated promptly after the consummation of the Exchange
Offer. A significant delay in the consummation of the TrustCo-Cohoes Merger
would substantially increase the risk that the Exchange Offer will not qualify
as part of a reorganization within the meaning of
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ss.368(a)(1)(A) of the Code, and the absence of the TrustCo-Cohoes Merger would
mean that the Exchange Offer was not part of a reorganization. The consequences
of a failure to so qualify are discussed below under "TAX CONSEQUENCES IF THE
EXCHANGE OFFER AND THE TRUSTCO-COHOES MERGER DO NOT QUALIFY AS A
REORGANIZATION."
In deciding whether two steps are part of a single transaction qualifying
as a reorganization, courts have applied three tests: (i) the binding commitment
test, which requires a binding commitment at the time of the first step to
complete the second step; (ii) the interdependence test which requires that two
steps be so interdependent that the first step would have been fruitless without
the second; and (iii) the end result test which requires that the steps be
pre-arranged parts of a single transaction. Because there is a lack of
uniformity in applying these tests, it is difficult to predict with certainty
whether the Internal Revenue Service (the "IRS") or a court would amalgamate two
steps into a single transaction for federal income tax purposes. However, in the
opinion of Lewis, Rice & Fingersh, L.C., the Exchange Offer and the
TrustCo-Cohoes Merger should be treated as part of a single transaction.
The following discussion summarizes the material federal income tax
consequences of the Exchange Offer to the shareholders of Cohoes. This summary
does not address all aspects of federal taxation that may be relevant to
particular Cohoes shareholders, nor does this summary address the effect of any
applicable foreign, state, local or other tax laws. This discussion may not
apply to certain classes of taxpayers, including, without limitation, insurance
companies, tax-exempt organizations, financial institutions, dealers in
securities, foreign persons, persons who acquired shares of Cohoes Common Stock
pursuant to an exercise of employee stock options or rights or otherwise as
compensation and persons who hold shares of Cohoes Common Stock as part of a
straddle or conversion transaction.
This discussion is based upon the opinion of Lewis, Rice & Fingersh, L.C.
and the existing provisions of the Code, currently applicable regulations
promulgated under the Code, current published administrative positions of the
IRS such as revenue rulings and revenue procedures, and existing judicial
decisions, all of which are subject to change either prospectively or
retroactively. Any change in such authorities may adversely affect the
discussion herein.
The opinion of Lewis, Rice & Fingersh, L.C. is based, among other things,
on the assumptions listed above, which assumptions have been made with the
consent of TrustCo, and written representations of TrustCo. TrustCo will not
request a ruling from the IRS with respect to the federal income tax
consequences of the Exchange Offer and the TrustCo-Cohoes Merger. An opinion of
counsel is not binding on the IRS, and the IRS is not precluded from taking
contrary positions.
COHOES SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
PRECISE FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE
EXCHANGE OFFER.
TAX CONSEQUENCES TO COHOES SHAREHOLDERS IF THE EXCHANGE OFFER AND THE
TRUSTCO-COHOES MERGER QUALIFY AS A REORGANIZATION
In order for the Exchange Offer and the TrustCo-Cohoes Merger to qualify
as a reorganization under the Code, it is necessary that Exchange Offer and the
TrustCo-Cohoes Merger be viewed as a single transaction.
TrustCo has indicated that it will not undertake the Exchange Offer unless
it can also effect the TrustCo-Cohoes Merger and, consequently, has conditioned
its obligation to accept shares of Cohoes Common Stock under the Exchange Offer
by requiring the elimination of various impediments to consummation of the
TrustCo-Cohoes Merger. See "THE EXCHANGE OFFER--Certain Conditions of the
Exchange Offer--REMOVAL OF IMPEDIMENTS CONDITION." Thus, TrustCo views the
Exchange Offer and the TrustCo-Cohoes Merger as interdependent parts of a single
transaction. For federal income tax
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purposes, the IRS should treat the Exchange Offer and the TrustCo-Cohoes Merger
as interrelated steps which do not have economic significance independent of
each other. Accordingly, it is anticipated that the Exchange Offer and the
TrustCo-Cohoes Merger together should qualify as a reorganization for federal
income tax purposes and a Cohoes shareholder who receives the Exchange
Consideration generally will recognize gain, but not loss, in an amount equal to
the lesser of: (1) the difference between (x) the sum of the cash portion of the
Exchange Consideration plus the fair market value of the TrustCo Common Stock
received and (y) such shareholder's tax basis in his Cohoes Common Stock; or (2)
the cash portion of the Exchange Consideration received.
The only cash payment which the Cohoes shareholders will receive under the
Exchange Offer is in lieu of fractional shares. Cash payments received by Cohoes
shareholders in lieu of fractional shares will be treated as received by such
shareholders as a distribution in redemption of such fractional share interests.
Accordingly, such shareholders generally will recognize capital gain measured by
the difference between the cash received and the basis of the fractional shares
of TrustCo Common Stock deemed surrendered therefor. Such capital gain will be
long-term gain if a shareholder has held his or her Cohoes Common Stock for more
than one year.
The aggregate tax basis of the TrustCo Common Stock received by a Cohoes
shareholder generally will equal that shareholder's aggregate tax basis in his
Cohoes Common Stock, increased by the amount of gain recognized by such
shareholder in the Exchange Offer, and decreased by the amount of the cash
portion of the Exchange Consideration received and the basis allocated to any
fractional share interest which is deemed issued and redeemed. A Cohoes
shareholder's holding period for the TrustCo Common Stock (including any
fractional share deemed received) received in the Exchange Offer will include
the holding period of the Cohoes Common Stock exchanged therefor.
TAX CONSEQUENCES TO COHOES SHAREHOLDERS IF THE EXCHANGE OFFER AND THE
TRUSTCO-COHOES MERGER DO NOT QUALIFY AS A REORGANIZATION
If the TrustCo-Cohoes Merger is not consummated or is consummated in a way
that causes the Exchange Offer and the TrustCo-Cohoes Merger not to be a
"reorganization," or if the TrustCo-Cohoes Merger is consummated but the
Exchange Offer is treated for federal income tax purposes as a separate
transaction, or if the Exchange Offer and the TrustCo-Cohoes Merger together are
determined not to qualify as a reorganization as described above, exchanges
pursuant to the Exchange Offer will be taxable transactions for federal income
tax purposes. In that event, each exchanging shareholder of Cohoes Common Stock
will recognize gain or loss for federal income tax purposes measured by the
difference between such shareholder's basis in the Cohoes Common Stock exchanged
and the amount of cash plus the fair market value of the TrustCo Common Stock
received by such shareholder in the Exchange Offer. Such gain or loss will be
capital gain or loss if the shares of Cohoes Common Stock were held as a capital
asset and will be long-term gain or loss if such Cohoes Common Stock had been
held for more than one year at the time of the exchange.
Exchanges pursuant to the TrustCo-Cohoes Merger may likewise be taxable
transactions if the Exchange Offer is treated as a separate taxable transaction.
However, even if the Exchange Offer were a taxable transaction, the
TrustCo-Cohoes Merger itself might be considered a reorganization. In that
event, a shareholder of Cohoes Common Stock receiving TrustCo Common Stock and
cash would be subject to the federal income tax rules concerning reorganizations
discussed above with respect to the TrustCo Common Stock and cash received in
the TrustCo-Cohoes Merger (but not with respect to any TrustCo Common Stock and
cash received by such shareholder in the Exchange Offer).
If the TrustCo-Cohoes Merger does not qualify as a reorganization for tax
purposes, the TrustCo-Cohoes Merger might result in adverse tax consequences to
TrustCo.
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EFFECT OF EXCHANGE OFFER ON MARKET FOR SHARES
As of June 22, 2000, according to Cohoes' Joint Proxy Statement/Prospectus
for its Special Meeting of Stockholders to be held August 17, 2000 for the
purpose of considering the Hudson-Cohoes Merger (the "Cohoes' Proxy Statement"),
there were 7,912,255 shares of Cohoes Common Stock outstanding, and there were
approximately 4,600 shareholders of record of Cohoes Common Stock, not including
the number of persons or entities whose stock is held in nominee or "street"
name through various brokerage firms or other financial institutions.
The exchange of Cohoes Common Stock pursuant to the Exchange Offer will
reduce the number of shares of Cohoes Common Stock that might otherwise trade
publicly and the number of holders of Cohoes Common Stock and, pending
consummation of the TrustCo-Cohoes Merger, could adversely affect the liquidity
and market value of the remaining Cohoes Common Stock held by the public.
Cohoes Common Stock is quoted in the over-the-counter market on Nasdaq. If
the Exchange Offer is consummated, the extent of the public market for the
remaining shares of Cohoes Common Stock, and the availability of price
quotations, will depend upon the number of holders, the aggregate market value
of the Cohoes Common Stock remaining, the interest of securities firms in
maintaining a market in the Cohoes Common Stock and other factors.
RESALE OF TRUSTCO COMMON STOCK
The TrustCo Common Stock to be issued pursuant to the Exchange Offer will
be freely transferable under the 1933 Act except for shares issued to any Cohoes
shareholder who may be deemed to be an "affiliate" of Cohoes for purposes of
Rule 145 under the 1933 Act. Under Rule 145, such "affiliates" may not sell
their TrustCo Common Stock acquired in connection with the Exchange Offer except
pursuant to an effective registration statement under the 1933 Act covering such
shares or in compliance with Rule 145 promulgated under the 1933 Act or another
applicable exemption from the registration requirements of the 1933 Act. This
Prospectus does not cover resales of shares of TrustCo Common Stock received by
any person who may be deemed to be an "affiliate" of Cohoes. Persons who may be
deemed to be "affiliates" of Cohoes generally include individuals who, or
entities that, control, are controlled by or are under common control with
Cohoes, and may include certain officers and directors of Cohoes as well as
principal shareholders of Cohoes.
CERTAIN LEGAL MATTERS
GENERAL
Except as set forth below, based upon an examination of publicly available
information filed by Cohoes with the SEC and other publicly available
information with respect to Cohoes, TrustCo is not aware of any license or
regulatory permit which appears to be material to the business of Cohoes and
which is likely to be adversely affected by TrustCo's acquisition of Cohoes
Common Stock pursuant to the Exchange Offer or, except as disclosed below, of
any approval or other action by any state, federal or foreign government or
governmental agency that would be required prior to the acquisition of Cohoes
Common Stock pursuant to the Exchange Offer. TrustCo presently intends to take
such actions with respect to any approvals as will enable it to acquire the
Cohoes Common Stock as expeditiously as possible. In this regard, TrustCo
expressly reserves the right to challenge the validity and applicability of any
state, foreign or other statutes or regulations purporting to require approval
of the commencement or consummation of the Exchange Offer and the TrustCo-Cohoes
Merger.
There can be no assurance that any license, permit, approval or other
action, if needed, would be obtained and, if obtained, there can be no assurance
as to the date of any such license, permit or approval or the absence of any
litigation challenging any such license, permit or approval. Similarly, there
can be no assurance that adverse consequences might not result to Cohoes or to
its business in the event of
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adverse regulatory action or inaction. TrustCo's obligation under the Exchange
Offer to accept for exchange and exchange Cohoes Common Stock is subject to
satisfaction of the Regulatory Approval Condition as well as other conditions
which could be triggered by an adverse regulatory development. See "THE EXCHANGE
OFFER -- General" and "-- Certain Conditions of the Exchange Offer."
FEDERAL REGULATORY MATTERS
The acquisition of Cohoes Common Stock pursuant to the Exchange Offer (the
"Acquisition") and the consummation of the TrustCo-Cohoes Merger are subject to
the prior approval by the Federal Reserve Board pursuant to the Bank Holding
Company Act of 1956, as amended (the B.H.C.A.) and the New York State Banking
Department (the "NYBD").
In determining whether to approve the Acquisition and the TrustCo-Cohoes
Merger, the Federal Reserve Board and the NYBD will consider, among other
things: (i) competitive factors; (ii) the financial and managerial resources and
future prospects of TrustCo and Cohoes; (iii) the convenience and needs of the
community served by TrustCo and Cohoes; and (iv) supervisory factors. These
factors are discussed herein. It is anticipated that TrustCo's applications to
the Federal Reserve Board and the NYBD for approval of the Exchange Offer and
the TrustCo-Cohoes Merger will be filed on or about July 24, 2000.
Following approval by the Federal Reserve Board, the Acquisition may not
be consummated for 30 days after such approval, during which time the United
States Department of Justice (the "D.O.J.") may challenge the acquisition of
Cohoes Common Stock pursuant to the Exchange Offer on antitrust grounds and seek
the divestiture of certain assets and liabilities. With the approval of the
Federal Reserve Board and the D.O.J., the waiting period may be reduced to no
less than 15 days.
The Federal Reserve Board is prohibited from approving any transaction
under the applicable statutes which: (i) would result in a monopoly or which
would be in furtherance of any combination or conspiracy to monopolize or to
attempt to monopolize the business of banking in any part of the United States;
or (ii) may have the effect in any section of the United States of substantially
lessening competition, or tending to create a monopoly, or resulting in a
restraint of trade; unless in each case the Federal Reserve Board finds that the
anti-competitive effects of the transaction are clearly outweighed in the public
interest by the probable effect of the transaction in meeting the convenience
and needs of the communities to be served.
In reviewing a transaction under the applicable statutes, the Federal
Reserve Board will also consider the financial and managerial resources of the
companies and their subsidiary banks and the convenience and needs of the
communities to be served. As part of, or in addition to, consideration of the
above factors, it is anticipated that the Federal Reserve Board will consider
the regulatory status of TrustCo and Cohoes and the overall capital and safety
and soundness standards established by the Federal Deposit Insurance Corporation
Improvement Act of 1991 and the regulations promulgated thereunder.
Under the Community Reinvestment Act of 1977, as amended (the "C.R.A."),
the Federal Reserve Board must also take into account the record of performance
of each of TrustCo and Cohoes in meeting the credit needs of the entire
community, including low and moderate income neighborhoods, served by each
company. As of the date of this Prospectus, the depository institution
subsidiaries of TrustCo and Cohoes received C.R.A. ratings of satisfactory, and
outstanding in their most recent C.R.A. examinations.
The B.H.C.A. and the Federal Reserve Board regulations also require
publication of notice of, and the opportunity for public comment on, the
application submitted by TrustCo for approval of the Acquisition and authorize
the Federal Reserve Board to hold a public hearing in connection therewith if
the Federal Reserve Board determines that such a hearing would be appropriate.
Any such hearing or
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comments provided by third parties could prolong the period during which the
application is subject to review by the Federal Reserve Board.
As noted above, the Acquisition may not be consummated until 30 days after
Federal Reserve Board approval, during which time the D.O.J. may challenge the
Acquisition on antitrust grounds and seek the divestiture of certain assets and
liabilities. With the approval of the Federal Reserve Board and the D.O.J., the
waiting period may be reduced to no less than 15 days. The commencement of an
antitrust action by the D.O.J. would stay the effectiveness of Federal Reserve
Board approval of the Acquisition unless a court specifically orders otherwise.
In reviewing the Acquisition, the D.O.J. could analyze the effect of the
Acquisition on competition differently than the Federal Reserve Board and, thus,
it is possible that the D.O.J. could reach a different conclusion than the
Federal Reserve Board regarding the competitive effects of the Acquisition.
Failure of the D.O.J. to object to the Acquisition may not prevent the filing of
antitrust actions by private persons or state attorneys general.
In general, the Federal Reserve Board and the D.O.J. will examine the
impact of the Acquisition on competition in various product and geographic
markets, including competition for deposits and loans, especially loans to small
and middle market businesses.
ANTICIPATED APPROVALS
While TrustCo expects to receive the approvals from the Federal Reserve
Board and the NYBD and other relevant agencies required to consummate the
Acquisition, TrustCo cannot predict when, or give any assurance that, such
approvals will be received. It is anticipated that, in any event, the approval
process (including the mandatory waiting periods) could take four months from
the date the applications are filed. Any such approvals may be issued subject to
prior compliance with material conditions, which conditions might be
unacceptable to TrustCo and would entitle TrustCo to terminate the Exchange
Offer. In any event, the receipt of all such regulatory approvals and the
expiration of all waiting periods is a non-waivable condition to the Exchange
Offer.
CERTAIN CONDITIONS OF THE EXCHANGE OFFER
Notwithstanding any other provisions of the Exchange Offer, TrustCo will
not be required to accept for exchange or exchange any Cohoes Common Stock, may
postpone the acceptance for exchange of or exchange for Cohoes Common Stock
tendered and may terminate or amend the Exchange Offer as provided herein if any
of the following conditions are not satisfied: (i) the Minimum Tender Condition,
(ii) the Regulatory Approval Condition, (iii) the Removal of Impediments
Condition; (iv) the TrustCo Stockholder Approval Condition; (v) the receipt of
an opinion of counsel that the Exchange Offer and the TrustCo-Cohoes Merger
qualify as a reorganization under ss.368(a)(1)(A) of the Code; (vi) the Material
Adverse Effect Condition; (vii) the termination of the Hudson-Cohoes Merger
Agreement; (viii) the termination of the Hudson-Cohoes Option Agreement and the
surrender by Hudson to Cohoes of the option granted to Hudson thereunder; (ix)
the stockholders of Cohoes do not approve the Hudson-Cohoes Merger; (x) TrustCo
and Cohoes enter into a definitive TrustCo-Cohoes Merger agreement; and (xi) the
Registration Statement becomes effective. TrustCo reserves the absolute right to
waive any of the conditions of the Exchange Offer other than the Regulatory
Approval Condition, the TrustCo Stockholder Approval Condition and the
effectiveness of the Registration Statement.
MINIMUM TENDER CONDITION
The Exchange Offer is conditioned upon there being validly tendered and
not withdrawn prior to the Expiration Date a number of shares of Cohoes Common
Stock which, together with the shares of Cohoes Common Stock beneficially owned
by TrustCo and its affiliates for their own respective accounts, would represent
at least a majority of the Cohoes Common Stock outstanding on a fully diluted
basis (i.e., as though all options or other securities convertible into or
exercisable for shares of Cohoes Common Stock had been so converted, exercised
or exchanged) on the date shares of Cohoes Common
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Stock are accepted by TrustCo pursuant to the Exchange Offer. According to
the Cohoes' Proxy Statement, there were 7,912,255 shares of Cohoes Common
Stock outstanding on June 22, 2000 and 1,334,931 shares of Cohoes Common
Stock in the aggregate reserved for issuance pursuant to Cohoes Stock Option
and Incentive Plan and Cohoes Recognition and Retention Plan. Based on the
foregoing, TrustCo believes that the Minimum Tender Condition would have been
satisfied on June 22, 2000 if, in addition to the 100,000 shares of Cohoes
Common Stock currently owned beneficially by TrustCo and its affiliates for
their own respective accounts, at least an aggregate of 3,856,128 shares of
Cohoes Common Stock outstanding on June 22, 2000, in addition to 50.1% of any
outstanding options to acquire Cohoes Common Stock had been validly tendered
pursuant to the Exchange Offer and not withdrawn. TrustCo reserves the right
(but is not obligated), subject to the rules and regulations of the SEC, to
waive or amend the Minimum Tender Condition and to purchase fewer than such
number of shares of Cohoes Common Stock as would satisfy the Minimum Tender
Condition pursuant to the Exchange Offer.
REGULATORY APPROVAL CONDITION
The Exchange Offer and the TrustCo-Cohoes Merger are subject to certain
governmental approvals. See "THE EXCHANGE OFFER--Certain Legal Matters." While
TrustCo expects to receive the requisite governmental approvals, TrustCo cannot
predict when, or give any assurance that, such approvals will be received. In
any event, the Regulatory Approval Condition is a non-waivable condition to the
Exchange Offer.
REMOVAL OF IMPEDIMENTS CONDITION
Cohoes' Certificate provides that certain business combinations with an
interested stockholder require the affirmative vote of the holders of at least
80% of the voting power of the outstanding shares of stock of Cohoes entitled to
vote in the election of directors. Generally, an interested stockholder is any
person, other than Cohoes or any subsidiary of Cohoes, that is the beneficial
owner, directly or indirectly, of more than 10% of the voting power of the
outstanding voting stock of Cohoes. The business combination provisions relating
to interested stockholders also apply to affiliates of interested stockholders.
Business combinations subject to the 80% stockholder approval requirement
include, among other things, any merger or consolidation of Cohoes or any
subsidiary of Cohoes with the interested stockholder or an affiliate of the
interested stockholder. A business combination with an interested stockholder
may avoid the 80% stockholder approval requirement, needing only an affirmative
vote of a majority of the voting power of the outstanding shares of stock of
Cohoes entitled to vote in the election of directors, if the business
combination has been approved by a majority of the disinterested directors of
Cohoes, the fair market value of the consideration received per share by the
holders of Cohoes Common Stock equals or exceeds the higher of certain fair
price determinations, the interested stockholder and its affiliates refrain from
engaging in certain self-dealing transactions with Cohoes prior to consummation
of the business combination, and a proxy or information statement describing the
proposed business combination and complying with the requirements of the 1934
Act has been mailed to stockholders of Cohoes at least 30 days prior to the
consummation of such business combination. Cohoes' Certificate also provides
that, with certain exceptions, a beneficial owner of more than 10% of the voting
stock of Cohoes is prohibited from voting more than 10% of the stock of Cohoes
(the "10% Limit").
The DGCL contains a statute designed to provide Delaware corporations with
protection against certain takeover attempts. The statute, which is codified in
Section 203 of the DGCL ("Section 203"), among other things, prohibits Cohoes (a
Delaware corporation) from engaging in certain business combinations (including
a merger) with a person who is the beneficial owner of 15% or more of Cohoes'
outstanding voting stock (an "Interested Stockholder") during the three-year
period following the date such person became an Interested Stockholder. This
restriction does not apply if: (i) before such person became an Interested
Stockholder, the board of directors approved the transaction in which the
Interested
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Stockholder becomes an Interested Stockholder or approved the business
combination; or (ii) upon consummation of the transaction which resulted in the
stockholder becoming an Interested Stockholder, the Interested Stockholder owned
at least 85% of the voting stock of Cohoes outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding, those shares owned by (a) persons who are directors and also
officers and (b) employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or (iii) on or subsequent to
such date, the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock which is not owned by the Interested Stockholder. Section 203
provides that a Delaware corporation may exempt itself from the requirements of
the statute by adopting an amendment to the corporation's certificate of
incorporation. Cohoes' Certificate does not exempt Cohoes from the requirements
of Section 203. A copy of Section 203 is attached hereto as Appendix B.
The New York charter of Cohoes Savings Bank, the thrift subsidiary of
Cohoes, contains a provision which currently prevents any person from acquiring,
directly or indirectly, more than ten percent of any class of stock of Cohoes
Savings Bank. Because Cohoes Savings Bank is owned and controlled by Cohoes, the
acquisition of Cohoes Common Stock pursuant to the Exchange Offer may be deemed
to be an indirect acquisition of the equity securities of Cohoes Savings Bank
which, accordingly, may result in a violation of the New York charter of Cohoes
Savings Bank. This ownership limitation is being maintained on a permissive
basis by Cohoes Savings Bank and may be lawfully removed by amendment to its
charter. The charter of Cohoes Savings Bank could be amended through the
adoption of appropriate resolutions by the board of directors of Cohoes Savings
Bank -- who are substantially the same individuals as the directors of Cohoes --
which resolutions would thereafter be approved by the Cohoes Board acting on its
behalf as the sole stockholder of Cohoes Savings Bank.
All of the above are impediments to the consummation of the TrustCo-Cohoes
Merger. The Removal of Impediments Condition provides that TrustCo is not
required to exchange shares of Cohoes Common Stock and may terminate, amend or
extend the Exchange Offer, unless the above impediments are removed. This can be
satisfied in one of two ways; either (1) the Cohoes Board approves the Exchange
Offer and the Cohoes Board and Cohoes shareholders (by a majority vote of the
outstanding shares of Cohoes stock) approve the TrustCo-Cohoes Merger; or (2)
TrustCo being satisfied, in its reasonable discretion, that Section 203 and the
anti-takeover provisions of Cohoes Certificate and the charter of Cohoes Savings
Bank are invalid or are not applicable to the transactions contemplated by the
Exchange Offer and the TrustCo-Cohoes Merger. The consideration offered pursuant
to the Exchange Offer meets the fair price requirements of the business
combination provisions of Cohoes' Certificate and, except for the required
approval of Cohoes' directors and shareholders, satisfaction of the other
conditions would be within TrustCo's control. Accordingly, the approval of the
Exchange Offer and the TrustCo-Cohoes Merger by the Cohoes Board (other than any
director nominated by TrustCo and thereafter elected to the Cohoes Board) would
obviate the 80% vote requirement of Cohoes' Certificate and also make Section
203 inapplicable to the transaction. As part of its approval of the
TrustCo-Cohoes Merger, the Cohoes Board would also have to: (i) make appropriate
arrangements for amendment to the charter of Cohoes Savings Bank to eliminate
the 10% or greater ownership prohibition contained therein; and (ii) call a
meeting of shareholders of Cohoes to approve the TrustCo-Cohoes Merger.
The exact timing and details of the closing of the TrustCo-Cohoes Merger
between TrustCo and Cohoes following the Exchange Offer will necessarily depend
upon a variety of factors, including the means and methods employed by the
Cohoes Board in approving, and causing to be held a meeting of Cohoes
shareholders for the purpose of approving, the TrustCo-Cohoes Merger. Although
TrustCo
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intends to propose and to seek consummation of the TrustCo-Cohoes Merger as soon
as reasonably practicable following the Exchange Offer, no assurances can be
given that the consummation of the Exchange Offer may not be delayed due to the
timing of the Cohoes Board and shareholder approvals.
TRUSTCO STOCKHOLDER APPROVAL CONDITION
The Exchange Offer is conditioned, among other things, upon the approval
of the issuance of shares of TrustCo Common Stock pursuant to the Exchange Offer
by the holders of a majority of the outstanding shares of TrustCo Common Stock.
Pursuant to the rules of the NASD, since the number of shares of TrustCo Common
Stock to be issued in the Exchange Offer and the TrustCo-Cohoes Merger will
exceed 20% of the number of outstanding shares prior to such issuance, the
issuance must be approved by TrustCo's stockholders. TrustCo intends to seek
such approval at a special meeting of shareholders it intends to call for the
third quarter of 2000. In any event, this TrustCo Stockholder Approval Condition
is a non-waivable condition to the Exchange Offer.
TAX OPINION
The Exchange Offer is conditioned, among other things, upon the receipt of
an opinion of counsel that the Exchange Offer and the TrustCo-Cohoes Merger
qualify as a reorganization under ss.368(a)(1)(A) of the Code. The law firm of
Lewis, Rice & Fingersh, L.C. has indicated that it will issue such opinion based
upon and subject to the assumptions and other matters set forth in "THE EXCHANGE
OFFER--Material Federal Income Tax Consequences."
MATERIAL ADVERSE EFFECT CONDITION
The Material Adverse Effect Condition will be deemed satisfied unless,
after June 30, 1999 and prior to the time of exchange of any shares of Cohoes
Common Stock (whether or not any shares of Cohoes Common Stock have theretofore
been accepted for exchange or exchanged pursuant to the Exchange Offer) any of
the following events occur:
(a) there is threatened, instituted or pending any action or
proceeding before any domestic or foreign court or governmental agency or
other regulatory or administrative agency or commission, including but not
limited to any such investigation, action or proceeding which was in
existence on or prior to June 30, 1999: (i) seeking to obtain any material
damages from Cohoes; (ii) seeking to prohibit or restrict Cohoes'
ownership or operation of any material portion of its business or assets,
or to compel Cohoes to dispose of or hold separate all or any material
portion of Cohoes' business or assets; (iii) which otherwise is reasonably
likely to materially adversely affect Cohoes or the value of the Cohoes
Common Stock; (iv) which imposes material limitations on the ability of
TrustCo effectively to acquire or hold or to exercise full rights of
ownership of the Cohoes Common Stock, including, without limitation, the
right to vote the shares of Cohoes Common Stock acquired by it on all
matters properly presented to the stockholders of Cohoes or any material
condition unacceptable to TrustCo; or (v) which is reasonably likely to
enjoin, restrain or prohibit, or result in material damages in respect of,
or which is related to or arises out of, the Exchange Offer or the
TrustCo-Cohoes Merger or the consummation of the transactions contemplated
hereby; or
(b) any change (or any condition, event or development involving a
prospective change) has occurred or is threatened in the business,
properties, assets, liabilities, capitalization, stockholders' equity,
financial condition, results of operations or prospects of Cohoes
(including, without limitation, the disposition of assets) which, in the
reasonable judgment of TrustCo, is or may be materially adverse to Cohoes
or to the value of the Cohoes Common Stock, or TrustCo becomes aware of
any fact (including, but not limited to, any such change, condition, event
or development) which, in the reasonable judgment of TrustCo, has or may
have
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materially adverse significance with respect to Cohoes or any of its
subsidiaries or to the value of the Cohoes Common Stock; and
which, in the reasonable judgment of TrustCo, makes it inadvisable to proceed
with the Exchange Offer.
The foregoing conditions are for the sole benefit of TrustCo and may be
asserted by TrustCo regardless of the circumstances giving rise to any such
conditions (including any action or inaction by TrustCo) or may be waived by
TrustCo in whole or in part. The failure by TrustCo at any time to exercise any
of the foregoing rights will not be deemed a waiver of any such right and each
such right will be deemed a continuing right which may be asserted at any time
and from time to time.
TERMINATION OF THE HUDSON-COHOES MERGER AGREEMENT
The Exchange Offer is conditioned, among other things, upon Cohoes
terminating the Hudson-Cohoes Merger Agreement. The Hudson-Cohoes Merger
Agreement may be terminated as follows: (i) by the mutual consent of Cohoes and
Hudson; (ii) by a non-breaching party if the other party has breached in any
material respects any of its covenants, representations or warranties and such
breach is not cured within 30 days after notice of such breach is given to the
breaching party; (iii) by either Cohoes or Hudson if any necessary governmental
approval is not obtained; (iv) by either party if the shareholders of either
party do not approve the Hudson-Cohoes Merger; or (v) by either party if the
Hudson-Cohoes Merger has not occurred by February 28, 2001.
Cohoes and Hudson can, by mutual consent, terminate the Hudson-Cohoes
Merger Agreement. However, if they do not, the Hudson-Cohoes Merger Agreement
can be terminated by Cohoes if the Cohoes stockholders do not approve the
Hudson-Cohoes Merger. See "THE EXCHANGE OFFER--Certain Conditions of the
Exchange OFFER--STOCKHOLDER DISAPPROVAL OF THE HUDSON-COHOES MERGER." In the
alternative, Cohoes can terminate the Hudson-Cohoes Merger Agreement if the
Hudson-Cohoes Merger has not occurred by February 28, 2001.
TrustCo does not know if the Cohoes Board will so terminate the
Hudson-Cohoes Merger Agreement under any of these circumstances. The Cohoes
Board did not retain the right to terminate the Hudson-Cohoes Merger Agreement
in the event of an offer superior to that contained in the Hudson-Cohoes Merger
Agreement.
TERMINATION OF THE HUDSON-COHOES OPTION AGREEMENT
The Exchange Offer is conditioned, among other things, upon the
termination of the Hudson-Cohoes Option Agreement and the surrender by Hudson to
Cohoes of the options granted to Hudson thereunder. The Hudson-Cohoes Option
Agreement was entered into in connection with the Hudson-Cohoes Merger
Agreement. Under the Hudson-Cohoes Option Agreement, Cohoes granted Hudson an
unconditional, irrevocable option to purchase up to 1,574,538 shares of Cohoes
Common Stock at a price per share of $9.8125.
Hudson may exercise the option if, but only if, both an "Initial
Triggering Event" and a "Subsequent Triggering Event" has occurred prior to the
occurrence of an "Exercise Termination Event."
An "Initial Triggering Event" includes any of the following events or
transactions: (i) Cohoes, without Hudson's prior consent, enters into an
agreement to be acquired (i.e., 10% or more of the voting power of the Cohoes
Common Stock), or the Cohoes Board recommends that the Cohoes shareholders
approve such an acquisition transaction with any person other than Hudson; (ii)
any person other than Hudson acquires beneficial ownership (or the right to
acquire beneficial ownership) of 10% or more of the outstanding shares of Cohoes
Common Stock; (iii) any person publicly announces that it has made or intends to
make a proposal to engage in an acquisition transaction with Cohoes; (iv) the
Cohoes Board
45
<PAGE>
(without having received Hudson's consent): (a) withdraws its recommendation to
the Cohoes stockholders that they approve the Hudson-Cohoes Merger; or (b)
authorizes, recommends or proposes an agreement to enter into an acquisition
transaction with anyone other than Hudson; or (c) provides information to or
engages in negotiations with a third party relating to a possible acquisition
transaction; (v) any person (other than Hudson) files with the SEC a
registration statement or tender offer materials with respect to a potential
exchange offer than would constitute such an acquisition transaction; (vi)
Cohoes willfully breaches any covenant or obligation contained in the
Hudson-Cohoes Merger Agreement after an overture is made by a third party to
Hudson or its shareholders to engage in a possible acquisition transaction and
such breach would entitle Hudson to terminate the Hudson-Cohoes Merger Agreement
and has not been cured within the time period prescribed in the Hudson-Cohoes
Option Agreement or (vii) any person (other than Hudson and without Hudson's
consent) files an application or notice with any federal or state thrift or bank
regulatory or antitrust authority to engage in such an acquisition transaction.
The Exchange offer, and TrustCo's activities in connection therewith and with
the TrustCo-Cohoes Merger, constitute an "Initial Triggering Event.
A "Subsequent Triggering Event" means: (i) the acquisition by any person
(other than Hudson) of beneficial ownership of 25% or more of the outstanding
Cohoes Common Stock; or (ii) the occurrence of an "Initial Triggering Event"
described in clause (i) of the immediately preceding paragraph (but by
substitution 25% for 10%). The Exchange Offer, and TrustCo's activities in
connection therewith and with the TrustCo-Cohoes Merger, will constitute a
"Subsequent Triggering Event."
An "Exercise Termination Event" means any of the following: (i) such time
as the Hudson-Cohoes Merger becomes effective; (ii) a termination of the
Hudson-Cohoes Merger Agreement in accordance with its term; or (iii) the passage
of certain prescribed times after termination of the Hudson-Cohoes Merger
Agreement if such termination follows the occurrence of an "Initial Triggering
Event."
Since there has been an Initial Triggering Event, and since the closing of
the Exchange Offer and the TrustCo-Cohoes Merger will constitute a Subsequent
Triggering Event, Cohoes and Hudson will need to mutually agree to terminate the
Hudson-Cohoes Option Agreement to satisfy this condition.
STOCKHOLDER DISAPPROVAL OF THE HUDSON-COHOES MERGER
The Exchange Offer is conditioned, among other things, upon the Cohoes
stockholders not approving the Hudson-Cohoes Merger. If the Hudson-Cohoes Merger
Agreement is terminated, then this condition will be deemed satisfied. However,
if the Hudson-Cohoes Merger Agreement is not otherwise terminated and if Cohoes
holds a meeting of its stockholders to approve the Hudson-Cohoes Merger, this
condition will be satisfied only if the requisite number of Cohoes stockholders
either vote against such approval or abstain from voting.
To be approved, the Hudson-Cohoes Merger must receive the affirmative vote
of the majority of the shares of common stock of Hudson and Cohoes.
TrustCo currently holds 100,000 shares of Cohoes Common Stock and intends
to vote such shares against the proposed Hudson-Cohoes Merger. In addition,
TrustCo is soliciting proxies from Cohoes' stockholders to vote against the
proposed Hudson-Cohoes Merger. TrustCo does not know whether it will obtain a
sufficient number of proxies which, together with the shares of Cohoes Common
Stock already owned by TrustCo, will be sufficient to defeat the proposed
Hudson-Cohoes Merger if the matter is ultimately put to Cohoes' stockholders for
approval.
You should be aware that, under the Hudson-Cohoes Merger Agreement, Cohoes
is required to take all action which is necessary to properly call and convene a
meeting of its shareholders to consider and vote upon the Hudson-Cohoes Merger
and the Hudson-Cohoes Merger Agreement. The Cohoes
46
<PAGE>
Board is obligated under the Hudson-Cohoes Merger Agreement to recommend that
the Cohoes stockholders approve the Hudson-Cohoes Merger. The Cohoes Board has
no ability (without otherwise breaching the Hudson-Cohoes Merger Agreement) to
recommend that the Cohoes stockholders vote against the Hudson-Cohoes Merger,
even if a superior offer has been made.
DEFINITIVE TRUSTCO-COHOES MERGER AGREEMENT
The Exchange Offer is conditioned, among other things, upon TrustCo and
Cohoes entering into a definitive agreement with respect to the TrustCo-Cohoes
Merger. TrustCo considers the Exchange Offer and the TrustCo-Cohoes Merger to be
related steps in one overall transaction whereby TrustCo acquires all of the
issued and outstanding shares of Cohoes Common Stock. See "THE EXCHANGE
OFFER--Material Federal Income Taxes." Whether this condition can be satisfied
depends upon the willingness of the Cohoes Board to enter into such a definitive
agreement.
EFFECTIVE REGISTRATION STATEMENT
The Exchange Offer is conditioned, among other things, upon this
Registration Statement becoming effective. Under applicable law and related SEC
rules, TrustCo may not accept for exchange any shares of Cohoes Common Stock
tendered in the Exchange Offer until the Registration Statement is declared
effective by the SEC. This is a non-waivable condition to the Exchange Offer.
This condition has been satisfied.
WAIVER OF CONDITIONS
With the exception of the Regulatory Approvals and the TrustCo Stockholder
Approval conditions, each of the conditions to the offer discussed above must
either be satisfied or waived by TrustCo prior to the expiration of the exchange
offer.
FEES AND EXPENSES
TrustCo has engaged Georgeson Shareholder Communications Inc. to act as
TrustCo's information agent (the "Information Agent") with respect to the
Exchange Offer. TrustCo will pay the Information Agent a fee of $10,000 for its
services in connection with the Exchange Offer, plus reimbursement for
out-of-pocket expenses, and will indemnify the Information Agent against certain
liabilities and expenses in connection therewith, including liabilities under
the federal securities laws.
TrustCo will pay the Exchange Agent reasonable and customary compensation
for its services in connection with the Exchange Offer, plus reimbursement for
out-of-pocket expenses, and will indemnify the Exchange Agent against certain
liabilities and expenses in connection therewith, including liabilities under
the federal securities laws.
Brokers, dealers, commercials banks and trust companies will be reimbursed
by TrustCo for customary mailing and handling expenses incurred by them in
forwarding material to their customers.
ACCOUNTING TREATMENT
Upon consummation of the Exchange Offer, TrustCo will account for the
acquisition of the Cohoes Common Stock as a purchase business combination. See
"PRO FORMA COMBINED FINANCIAL INFORMATION--Summary of Purchase Accounting
Adjustments March 31, 2000."
47
<PAGE>
NASDAQ LISTING
The outstanding shares of TrustCo Common Stock are, and the shares of
TrustCo Common Stock to be issued in the Exchange Offer and the TrustCo-Cohoes
Merger will be, included for quotation on the Nasdaq.
SOURCE OF FUNDS
The cash portion of the Exchange Consideration, i.e. the amounts necessary
for payments in lieu of fractional shares, will be funded from TrustCo's
existing cash assets and/or an advance from Trustco Bank to TrustCo.
TREATMENT OF COHOES STOCK OPTIONS
Cohoes maintains an Employee Stock Ownership Plan ("ESOP") for its
employees and a Stock Option and Incentive Plan for directors, advisory
directors and key employees (collectively the "Option Plans"). Each outstanding
option under the Option Plans will be canceled prior to the consummation date of
the TrustCo-Cohoes Merger and the holder thereof will receive from TrustCo, in
payment for such option, a number of shares of TrustCo Common Stock equal to
$16.00 less the exercise price of the stock option. Any resulting fractional
shares will be paid in cash. It is anticipated that the ESOP will be terminated
and any remaining unallocated ESOP shares would be allocated to participants
after repayment of the ESOP loan.
48
<PAGE>
RECENT DEVELOPMENTS
AMBANC HOLDING CO., INC. COMMENCES TENDER OFFER FOR COHOES
On July 27, 2000, Ambanc Holding Co., Inc. announced its intent to commence a
tender offer for all outstanding shares of Cohoes. The announcement stated that
Ambanc would offer Cohoes' shareholders $16.50 in cash for each share of Cohoes
stock. Ambanc also solicited proxys from Cohoes shareholders to vote against the
Cohoes-Hudson merger.
OVERVIEW OF TRUSTCO SECOND QUARTER RESULTS
On July 18, 2000 TrustCo announced that it achieved record quarterly results for
the second quarter of 2000 and for the first six months of the year. The 2000
results reflected strong performance with respect to net interest income, net
interest margin, recurring noninterest income, and operating efficiencies. The
performance for the first half of 2000 resulted in TrustCo attaining a return on
average equity of 24.3% in 2000.
Net income for the second quarter of 2000 was $10.5 million, or $0.190 diluted
earnings per share, compared to $9.5 million, or $0.170 diluted earnings per
share for the second quarter of 1999. The second quarter results reflect an
increase of 11% in net income and 12% in diluted earnings per share over the
comparable period in 1999.
Year to date results reflect increases in both net income and diluted earnings
per share between 1999 and 2000. For the six months ended June 30, 2000, net
income was $20.8 million and diluted earnings per share were $0.376, compared to
net income of $18.8 million and diluted earnings per share of $0.336 for the
comparable six month period in 1999. The six-month results reflect an increase
of 10% in net income and 12% in diluted earnings per share for 2000 compared to
the six-month period in 1999.
For the quarter, the taxable equivalent net interest income increased from $24.0
million in 1999 to $25.9 million in 2000, an increase of 8%. Likewise, the net
interest margin increased from 4.07% in 1999 to 4.53% in 2000. The six month
results for taxable equivalent net interest income and net interest margin are
$47.4 million and 4.01% in 1999 compared to $51.4 million and 4.50% in 2000.
For 2000, TrustCo has an operating efficiency ratio of 37.4% for the quarter and
37.8% for the six-month results. This compares to the operating efficiency ratio
for 1999's second quarter of 38.3% and the six-month results of 39.8%.
The second quarter return on equity was 24.4% for 2000 compared to 22.5% for
1999. The six-month return on equity was 24.3% for 2000 compared to 22.5% for
1999.
Also during the second quarter, TrustCo paid common stock cash dividends of
0.150 per share in 2000 compared to $0.138 in 1999. For the six months of 2000,
TrustCo has paid $0.300 per share in common stock cash dividends compared to
$0.275 per share in 1999. The year to date cash dividends paid to common stock
shareholders represents a dividend payout of 77% of net income in 2000.
49
<PAGE>
TRUSTCO'S DIRECTORS AND SENIOR OFFICERS
Following is a list of TrustCo's Directors and Senior Officers, their
business background, business addresses and phone numbers:
Barton A. Andreoli (President, Towne Construction and Paving) 828 Burdek
Street, Schenectady, NY 12306, 518-956-4890; Lionel O. Barthold, RETIRED; Joseph
A. Lucarelli (President, Bellevue Builders Supply, Inc.) 504 Duanesburgh Road,
Schenectady, NY 12306, 518-355-7190; Anthony J. Marinello (M.D., PhD, Family
Physician) 963 Route 146, Clifton Park, NY 12065, 518-383-0891 Ext. 222; James
H. Murphy, DDS (Orthodontist) 165 Manning Boulevard, Albany, NY 12203,
518-489-6241; Richard J. Murray, Jr., (President, R.J. Murray Company, Inc.)
4021 State Street, Schenectady, NY 12034, 518-372-4751; Kenneth C. Peterson
RETIRED; William D. Powers (Chairman, NY Republican State Committee), 315 State
Street, Albany, NY 12210, 518-462-2601; William J. Purdy (President, Welbourne &
Purdy) P.O. Box 1082, Schenectady, NY 12301; Robert A. McCormick (President and
CEO, Trustco Bank. N.A.) P.O. Box 1082, Schenectady, NY 12301, 518-377-3311;
Nancy A. McNamara (Senior Vice President, Trustco Bank, N.A.) P.O. Box 1082,
Schenectady, NY 12301, 518-377-3641; William F. Terry (Senior Vice President,
Trustco Bank, N.A.) P.O. Box 1082, Schenectady, NY 12301, 518-377-3611; Robert
T. Cushing (Senior Vice President and CFO, Trustco Bank, N.A.) P.O. Box 1082,
Schenectady, NY 12301, 518-377-3696.
None of the Directors or Senior Officers of TrustCo have been convicted in
a criminal proceeding within the last five years nor have any of the Directors
or Senior Officers of TrustCo been a party to any proceeding resulting in the
imposition of any restrictions relating to federal or state securities laws.
Further, to the best of the Registrant's knowledge, none of the
above-named individuals own any shares of Cohoes common stock nor are any of the
above-named individuals a party to any contract, understanding, relationship or
arrangement with respect to Cohoes securities, nor have any of the above-named
individuals undertaken any transaction within the past sixty days with respect
to any Cohoes securities.
Further, to the best of the Registrant's knowledge, none of the
above-named individuals have entered into or proposed or received any
proposed material agreements or arrangements with respect to Cohoes.
50
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed balance sheets and income
statements have been prepared based on the historical results of operations and
financial condition of TrustCo, Cohoes and Hudson. Pro forma adjustments and
assumptions on which they are based are described in the notes following such
balance sheets and income statements. The purchase accounting adjustments were
calculated as of the dates indicated in the notes (primarily March 31, 2000).
TrustCo has not had access to the Cohoes or Hudson records as part of its
attempt to allocate the cost of its investment in the fair values of the Cohoes
and Hudson assets and liabilities. The allocation of the cost of the investments
reflected in the accompanying pro forma information has been made based on
available information in some instances and otherwise based on assumptions
TrustCo believes to be reasonable. In instances in which there was no reliable
basis to make a reasonable estimate, recorded values were considered to
approximate fair value. Accordingly, for purposes of these pro forma financial
statements, the fair value of loans, deposits and premises and equipment were
considered to be carrying value. The excess of the purchase price over the fair
value of the net assets has been treated as goodwill.
The information concerning Cohoes and Hudson is derived from previously
filed Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and previously
released press releases. TrustCo does not make any representation with respect
to either Cohoes or Hudson amounts and has not performed any procedures to
ensure their accuracy or reasonableness.
The information shown for TrustCo has been prepared from historical
financial information from previously filed Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and previously released press releases.
The information is for illustrative purposes only. The companies would
likely have performed differently had they always been combined. The information
should not be relied on as an indication of future results that the combined
company will experience after the transactions are completed, because of a
variety of factors, including access to additional information and changes in
value.
TrustCo also expects to achieve operating cost savings as a result of the
Cohoes and Hudson transactions. See "BACKGROUND OF THE EXCHANGE OFFER--Benefits
of the transaction" No adjustments have been included in the combined pro forma
operating amounts for the anticipated operating cost savings.
This Prospectus contains certain forward-looking statements concerning the
financial condition, results of operations and business of TrustCo following the
consummation of its proposed acquisition of Cohoes and Hudson, the anticipated
financial and other benefits of such proposed acquisitions and the plans and
objectives of TrustCo's management following such proposed acquisitions,
including, without limitation, statements relating to the cost savings expected
to result from the proposed acquisitions, anticipated results of operations of
the combined company following the proposed acquisitions and projected earnings
per share of the combined company following the proposed acquisitions.
Generally, the words "will," "may," "should," "continue," "believes," "expects,"
"intends," "anticipates" or similar expressions identify forward-looking
statements. These forward-looking statements involve certain risks and
uncertainties. Factors that could cause actual results to differ materially from
those contemplated by the forward-looking statements include, among others, the
following factors: (i) cost savings expected to result from the proposed
acquisitions may not be fully realized or realized within the expected time
frame; (ii) operating results following the proposed acquisitions may be lower
than expected; (iii) competitive pressure among financial services companies may
increase significantly; (iv) costs or difficulties related to the integration of
the businesses of TrustCo and Cohoes and/or Hudson may be greater than expected;
(v) adverse changes in the interest rate environment may reduce interest margins
or adversely affect asset values of the combined company; (vi) general economic
conditions, whether nationally or in the market
51
<PAGE>
areas in which TrustCo, Cohoes and Hudson conduct business, may be less
favorable than expected; (vii) legislation or regulatory changes may adversely
affect the businesses in which TrustCo, Cohoes and Hudson are engaged; or (viii)
adverse changes may occur in the securities markets.
52
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS AT MARCH 31, 2000
TRUSTCO AND COHOES COMBINED
<TABLE>
<CAPTION>
TRUSTCO
COHOES
PRO FORMA COMBINED
TRUSTCO COHOES ADJUSTMENTS PRO FORMA
-------------- ------------ ----------------- ---------------
(in thousands)
<S> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 301,091 11,970 (a) 8,121 321,182
Securities available for sale 653,593 36,287 -- 689,880
Securities held to maturity -- 56,096 -- 56,096
Loans receivable, net 1,298,824 577,442 -- 1,876,266
Other assets 100,145 20,872 -- 121,017
Goodwill and other intangibles -- 1,747 (b) 4,590 6,337
---------- ---------- ---------- ----------
TOTAL ASSETS $2,353,653 704,414 12,711 3,070,778
========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits $1,991,058 491,508 -- 2,482,566
Borrowings 145,034 79,652 -- 224,686
Other liabilities 47,017 12,118 (e) 5,000 60,501
(c) 3,634)
---------- ---------- ---------- ----------
Total liabilities 2,183,109 583,278 1,366 2,767,753
---------- ---------- ---------- ----------
Total shareholders' equity 170,544 121,136 (d) 121,136 303,025
(g) 128,192
(f) 4,289
---------- ---------- ---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,353,653 704,414 12,711 3,070,778
========== ========== ========== ==========
</TABLE>
See the notes to the Unaudited Pro Forma Combined Financial Information.
53
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AT MARCH 31, 2000
TRUSTCO AND HUDSON COMBINED
<TABLE>
<CAPTION>
TRUSTCO
HUDSON
PRO FORMA COMBINED
TRUSTCO HUDSON ADJUSTMENTS PRO FORMA
-------------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
(in thousands)
ASSETS
Cash and cash equivalents $ 301,091 16,612 (a) 15,583 333,286
Securities available for sale 653,593 236,980 -- 890,573
Securities held to maturity -- 11,144 -- 11,144
Loans receivable, net 1,298,824 804,247 -- 2,103,071
Other assets 100,145 68,946 -- 169,091
Goodwill and other intangibles -- 11,618 (b) 7,319 18,937
---------- ---------- ---------- ----------
TOTAL ASSETS $2,353,653 1,149,547 22,902 3,526,102
========== ========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits $1,991,058 748,563 -- 2,739,621
Borrowings 145,034 151,264 -- 296,298
Other liabilities 47,017 48,997 (e) 5,000 97,616
(c) (3,398)
---------- ---------- ---------- ----------
Total liabilities 2,183,109 948,824 1,602 3,133,535
---------- ---------- ---------- ----------
Total shareholders' equity 170,544 200,723 (d) (200,723) 392,567
(g) 218,666
(f) 3,357
---------- ---------- ---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,353,653 1,149,547 22,902 3,526,102
========== ========== ========== ==========
</TABLE>
See the notes to the Unaudited Pro Forma Combined Financial Information.
54
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS AT MARCH 31, 2000.
TRUSTCO, COHOES AND HUDSON COMBINED
<TABLE>
<CAPTION>
TRUSTCO
TRUSTCO COHOES
COHOES HUDSON
PRO FORMA COMBINED PRO FORMA COMBINED
TRUSTCO COHOES ADJUSTMENTS PRO FORMA HUDSON ADJUSTMENTS PRO FORMA
=========== =========== =========== =========== =========== =========== ===========
<S> <C> <C> <C> <C> <C> <C> <C>
(in thousands)
ASSETS
Cash and cash equivalents $ 301,091 11,970 (a) 8,121 321,182 16,612 (a) 15,583 353,377
Securities available for sale 653,593 36,287 -- 689,880 236,980 -- 926,860
Securities held to maturity -- 56,096 -- 56,096 11,144 -- 67,240
Loans receivable, net 1,298,824 577,442 -- 1,876,266 804,247 -- 2,680,513
Other assets 100,145 20,872 -- 121,017 68,946 -- 189,963
Goodwill and other intangibles -- 1,747 (b) 4,590 6,337 11,618 (b) 7,319 25,274
----------- ----------- ----------- ----------- ----------- ----------- -----------
TOTAL ASSETS $ 2,353,653 704,414 12,711 3,070,778 1,149,547 22,902 4,243,227
=========== =========== =========== =========== =========== =========== ===========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Liabilities:
Deposits $ 1,991,058 491,508 -- 2,482,566 748,563 -- 3,231,129
Borrowings 145,034 79,652 -- 224,686 151,264 -- 375,950
Other liabilities 47,017 12,118 (e) 5,000 60,501 48,997 (e) 5,000
(c) (3,634) (c) (3,398) 111,100
----------- ----------- ----------- ----------- ----------- ------------- ---------
Total liabilities 2,183,109 583,278 1,366 2,767,753 948,824 1,602 3,718,179
Total shareholders' equity 170,544 121,136 (d) 121,136) 303,025 200,723 (200,723) 525,048
(e) 128,192 (e) 218,666
(f) 4,289 (f) 3,357
----------- ----------- ----------- ----------- ----------- ------------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 2,353,653 704,414 12,711 3,070,778 1,149,547 22,902 4,243,227
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
See the notes to the Unaudited Pro Forma Combined Financial Information.
55
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR THE 12 MONTHS
ENDED DECEMBER 31, 1999
TRUSTCO AND COHOES COMBINED
<TABLE>
<CAPTION>
TRUSTCO
COHOES
PRO FORMA COMBINED
TRUSTCO COHOES ADJUSTMENTS PRO FORMA
------- ------ ----------- ---------
Consolidated Statements of Income:
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 106,734 39,795 -- 146,529
Interest and dividends on securities available for sale 44,440 2,221 -- 46,661
Interest and dividends on securities held to maturity -- 3,300 -- 3,300
Interest on federal funds sold/short-term investments 16,031 1,076 -- 17,107
--------- --------- --------- ---------
Total interest income 167,205 46,392 -- 213,597
--------- --------- --------- ---------
Interest expense:
Interest on deposits 68,041 16,478 -- 84,519
Interest on short-term borrowings 5,972 3,734 -- 9,706
--------- --------- --------- ---------
Total interest expense 74,013 20,212 -- 94,225
--------- --------- --------- ---------
Net interest income 93,192 26,180 -- 119,372
Provision for loan losses 5,063 1,825 -- 6,888
--------- --------- --------- ---------
Net interest income after --
provision for loan losses 88,129 24,355 -- 112,484
--------- --------- --------- ---------
Noninterest income:
Trust department income 8,065 -- -- 8,065
Fees for services to customers 8,695 810 -- 9,505
Net gain/(loss) on securities transactions (5,446) (944) -- (6,390)
Other 4,102 1,999 -- 6,101
--------- --------- --------- ---------
Total noninterest income 15,416 1,865 -- 17,281
--------- --------- --------- ---------
Noninterest expense:
Salaries and employee benefits 24,994 9,601 -- 34,595
Net occupancy and equipment expense 9,363 3,034 -- 12,397
Net other real estate owned expense (income) (700) (140) -- (840)
Other 11,979 4,097 (h) 230 16,306
--------- --------- --------- ---------
Total noninterest expense 45,636 16,592 230 62,458
--------- --------- --------- ---------
Income before income taxes 57,909 9,628 (230) 67,307
Income taxes 19,724 3,607 23,331
--------- --------- --------- ---------
Net income $ 38,185 6,021 (230) 43,976
========= ========= ========= =========
Earnings per share:
Basic $ 0.71 0.70 0.67
Diluted 0.68 0.70 0.65
See the notes to the Unaudited Pro Forma Combined Financial Information.
</TABLE>
56
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR THE 12 MONTHS
ENDED DECEMBER 31, 1999
TRUSTCO AND HUDSON COMBINED
<TABLE>
<CAPTION>
TRUSTCO
HUDSON
PRO FORMA COMBINED
TRUSTCO HUDSON ADJUSTMENTS PRO FORMA
========= ========= ========= ========
<S> <C> <C> <C> <C>
Consolidated Statements of Income:
(in thousands, except per share data)
Interest income:
Interest and fees on loans $ 106,734 54,677 -- 161,411
Interest and dividends on securities available for sale 44,440 14,805 -- 59,245
Interest and dividends on securities held to maturity -- 1,321 -- 1,321
Interest on federal funds sold/short-term investments 16,031 396 -- 16,427
--------- --------- --------- ---------
Total interest income 167,205 71,199 -- 238,404
--------- --------- --------- ---------
Interest expense:
Interest on deposits 68,041 24,695 -- 92,736
Interest on short-term borrowings 5,972 2,863 -- 8,835
--------- --------- --------- ---------
Total interest expense 74,013 27,558 -- 101,571
--------- --------- --------- ---------
Net interest income 93,192 43,641 -- 136,833
Provision for loan losses 5,063 6,200 -- 11,263
--------- --------- --------- ---------
Net interest income after
provision for loan losses 88,129 37,441 -- 125,570
--------- --------- --------- ---------
Noninterest income:
Trust department income 8,065 -- -- 8,065
Fees for services to customers 8,695 1,417 -- 10,112
Net gain/(loss) on securities transactions (5,446) 86 -- (5,360)
Other 4,102 892 -- 4,994
--------- --------- --------- ---------
Total noninterest income 15,416 2,395 -- 17,811
--------- --------- --------- ---------
Noninterest expense:
Salaries and employee benefits 24,994 13,001 -- 37,995
Net occupancy and equipment expense 9,363 3,953 -- 13,316
Net other real estate owned expense (income) (700) 1,430 -- 730
Other 11,979 7,846 (h) 366 20,191
--------- --------- --------- ---------
Total noninterest expense 45,636 26,230 366 72,232
--------- --------- --------- ---------
Income before income taxes 57,909 13,606 (366) 71,149
Income taxes 19,724 4,735 24,459
--------- --------- --------- ---------
Net income $ 38,185 8,871 (366) 46,690
========= ========= ========= =========
Earnings per share:
Basic $ 0.71 0.59 0.63
Diluted $ 0.68 0.59 0.61
</TABLE>
See the notes to the Unaudited Pro Forma Combined Financial Information.
57
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR THE 12 MONTHS
ENDED DECEMBER 31, 1999
TRUSTCO, COHOES AND HUDSON COMBINED
<TABLE>
<CAPTION>
TRUSTCO TRUSTCO
COHOES HUDSON COHOES
PRO FORMA COMBINED PRO FORMA COMBINED
TRUSTCO COHOES ADJUSTMENTS PRO FORMA HUDSON ADJUSTMENTS PRO FORMA
--------- --------- ----------- --------- --------- ----------- ---------
Consolidated Statements of Income:
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 106,734 39,795 -- 146,529 54,677 -- 201,206
Interest and dividends on securities
available for sale 44,440 2,221 -- 46,661 14,805 -- 61,466
Interest and dividends on securities
held to maturity -- 3,300 -- 3,300 1,321 -- 4,621
Interest on federal funds sold/short-
term investments 16,031 1,076 -- 17,107 396 -- 17,503
--------- --------- --------- --------- --------- --------- ---------
Total interest income 167,205 46,392 -- 213,597 71,199 -- 284,796
--------- --------- --------- --------- --------- --------- ---------
Interest expense:
Interest on deposits 68,041 16,478 -- 84,519 24,695 -- 109,214
Interest on short-term borrowings 5,972 3,734 -- 9,706 2,863 -- 12,569
--------- --------- --------- --------- --------- --------- ---------
Total interest expense 74,013 20,212 -- 94,225 27,558 -- 121,783
--------- --------- --------- --------- --------- --------- ---------
Net interest income 93,192 26,180 -- 119,372 43,641 -- 163,013
Provision for loan losses 5,063 1,825 -- 6,888 6,200 -- 13,088
--------- --------- --------- --------- --------- --------- ---------
Net interest income after
provision for loan losses 88,129 24,355 -- 112,484 37,441 -- 149,925
--------- --------- --------- --------- --------- --------- ---------
Noninterest income:
Trust department income 8,065 -- -- 8,065 -- -- 8,065
Fees for services to customers 8,695 810 -- 9,505 1,417 -- 10,922
Net gain/(loss) on securities
transactions (5,446) (944) -- (6,390) 86 -- (6,304)
Other 4,102 1,999 -- 6,101 892 -- 6,993
--------- --------- --------- --------- --------- --------- ---------
Total noninterest income 15,416 1,865 -- 17,281 2,395 -- 19,676
--------- --------- --------- --------- --------- --------- ---------
Noninterest expense:
Salaries and employee benefits 24,994 9,601 -- 34,595 13,001 -- 47,596
Net occupancy and equipment expense 9,363 3,034 -- 12,397 3,953 -- 16,350
Net other real estate owned
expense (income) (700) (140) -- (840) 1,430 -- 590
Other 11,979 4,097 (h) 230 16,306 7,846 (h) 366 24,518
--------- --------- --------- --------- --------- --------- ---------
Total noninterest expense 45,636 16,592 230 62,458 26,230 366 89,054
--------- --------- --------- --------- --------- --------- ---------
Income before income taxes 57,909 9,628 (230) 67,307 13,606 (366) 80,547
Income taxes 19,724 3,607 23,331 4,735 28,066
--------- --------- --------- --------- --------- --------- ---------
Net income $ 38,185 6,021 (230) 43,976 8,871 (366) 52,481
========= ========= ========= ========= ========= ========= =========
Earnings per share:
Basic $ 0.71 0.70 0.67 0.59 0.61
Diluted 0.68 0.70 0.65 0.59 0.60
</TABLE>
See the notes to the Unaudited Pro Forma Combined Financial Information.
58
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR THE 3 MONTHS
ENDED MARCH 31, 2000
TRUSTCO AND COHOES COMBINED
<TABLE>
<CAPTION>
TRUSTCO
COHOES
PRO FORMA COMBINED
TRUSTCO COHOES ADJUSTMENTS PRO FORMA
-------- -------- ----------- --------
Consolidated Statements of Income:
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 27,432 11,002 -- 38,434
Interest and dividends on securities available for sale 11,225 927 -- 12,152
Interest and dividends on securities held to maturity -- 560 -- 560
Interest on federal funds sold/short-term investments 3,587 113 -- 3,700
-------- -------- -------- --------
Total interest income 42,244 12,602 -- 54,846
-------- -------- -------- --------
Interest expense:
Interest on deposits 16,055 4,568 -- 20,623
Interest on short-term borrowings 1,746 1,252 -- 2,998
-------- -------- -------- --------
Total interest expense 17,801 5,820 -- 23,621
-------- -------- -------- --------
Net interest income 24,443 6,782 -- 31,225
Provision for loan losses 850 300 -- 1,150
-------- -------- -------- --------
Net interest income after
provision for loan losses 23,593 6,482 -- 30,075
-------- -------- -------- --------
Noninterest income:
Trust department income 2,086 -- -- 2,086
Fees for services to customers 2,059 227 -- 2,286
Net gain/(loss) on securities transactions (1,049) -- -- (1,049)
Other 706 541 -- 1,247
-------- -------- -------- --------
Total noninterest income 3,802 768 -- 4,570
-------- -------- -------- --------
Noninterest expense:
Salaries and employee benefits 6,372 2,970 -- 9,342
Net occupancy and equipment expense 2,400 770 -- 3,170
Net other real estate owned expense (income) (44) (144) -- (188)
Other 3,194 1,054 (h) 57 4,305
-------- -------- -------- --------
Total noninterest expense 11,922 4,650 57 16,629
-------- -------- -------- --------
Income before income taxes 15,473 2,600 (57) 18,016
Income taxes 5,203 945 -- 6,148
-------- -------- -------- --------
Net income $ 10,270 1,655 (57) 11,868
======== ======== ======== ========
Earnings per share:
Basic $ 0.19 0.21 0.18
Diluted 0.19 0.21 0.18
</TABLE>
See the note to the Unaudited Pro Forma Combined Financial Information.
59
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR THE 3 MONTHS
ENDED MARCH 31, 2000
TRUSTCO AND HUDSON COMBINED
<TABLE>
<CAPTION>
TRUSTCO
HUDSON
PRO FORMA COMBINED
TRUSTCO HUDSON ADJUSTMENTS PRO FORMA
-------- -------- -------- --------
Consolidated Statements of Income:
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 27,432 16,592 -- 44,024
Interest and dividends on securities available for sale 11,225 314 -- 11,539
Interest and dividends on securities held to maturity -- 4,102 -- 4,102
Interest on federal funds sold/short-term investments 3,587 1 -- 3,588
-------- -------- -------- --------
Total interest income 42,244 21,009 -- 63,253
-------- -------- -------- --------
Interest expense:
Interest on deposits 16,055 6,831 -- 22,886
Interest on short-term borrowings 1,746 2,138 -- 3,884
-------- -------- -------- --------
Total interest expense 17,801 8,969 -- 26,770
-------- -------- -------- --------
Net interest income 24,443 12,040 -- 36,483
Provision for loan losses 850 1,500 -- 2,350
-------- -------- -------- --------
Net interest income after
provision for loan losses 23,593 10,540 -- 34,133
-------- -------- -------- --------
Noninterest income:
Trust department income 2,086 -- -- 2,086
Fees for services to customers 2,059 395 -- 2,454
Net gain/(loss) on securities transactions (1,049) -- -- (1,049)
Other 706 334 -- 1,040
-------- -------- -------- --------
Total noninterest income 3,802 729 -- 4,531
-------- -------- -------- --------
Noninterest expense:
Salaries and employee benefits 6,372 3,671 -- 10,043
Net occupancy and equipment expense 2,400 1,207 -- 3,607
Net other real estate owned expense (income) (44) 314 -- 270
Other 3,194 2,261 (h) 91 5,546
-------- -------- -------- --------
Total noninterest expense 11,922 7,453 91 19,466
-------- -------- -------- --------
Income before income taxes 15,473 3,816 (91) 19,198
Income taxes 5,203 1,298 6,501
-------- -------- -------- --------
Net income $ 10,270 2,518 (91) 12,697
======== ======== ======== ========
Earnings per share:
Basic $ 0.19 0.18 0.17
Diluted 0.19 0.18 0.17
</TABLE>
See the notes to the Unaudited Pro Forma Combined Financial Information.
60
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME FOR THE 3 MONTHS
ENDED MARCH 31, 2000
TRUSTCO, COHOES AND HUDSON COMBINED
<TABLE>
<CAPTION>
TRUSTCO TRUSTCO
COHOES COHOES HUDSON
PRO FORMA COMBINED PRO FORMA COMBINED
TRUSTCO COHOES ADJUSTMENTS PRO FORMA HUDSON ADJUSTMENTS PRO FORMA
-------- -------- -------- -------- -------- -------- --------
Consolidated Statements of Income:
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $ 27,432 11,002 -- 38,434 16,592 -- 55,026
Interest and dividends on securities
available for sale 11,225 927 -- 12,152 314 -- 12,466
Interest and dividends on securities
held to maturity -- 560 -- 560 4,102 -- 4,662
Interest on federal funds sold/short-
term investments 3,587 113 -- 3,700 1 -- 3,701
-------- -------- -------- -------- -------- -------- --------
Total interest income 42,244 12,602 -- 54,846 21,009 -- 75,855
-------- -------- -------- -------- -------- -------- --------
Interest expense:
Interest on deposits 16,055 4,568 -- 20,623 6,831 -- 27,454
Interest on short-term borrowings 1,746 1,252 -- 2,998 2,138 -- 5,136
-------- -------- -------- -------- -------- -------- --------
Total interest expense 17,801 5,820 -- 23,621 8,969 -- 32,590
-------- -------- -------- -------- -------- -------- --------
Net interest income 24,443 6,782 -- 31,225 12,040 -- 43,265
Provision for loan losses 850 300 -- 1,150 1,500 -- 2,650
-------- -------- -------- -------- -------- -------- --------
Net interest income after
provision for loan losses 23,593 6,482 -- 30,075 10,540 -- 40,615
-------- -------- -------- -------- -------- -------- --------
Noninterest income:
Trust department income 2,086 -- -- 2,086 -- -- 2,086
Fees for services to customers 2,059 227 -- 2,286 395 -- 2,681
Net gain/(loss) on securities
transactions (1,049) -- -- (1,049) -- -- (1,049)
Other 706 541 -- 1,247 334 -- 1,581
-------- -------- -------- -------- -------- -------- --------
Total noninterest income 3,802 768 -- 4,570 729 -- 5,299
-------- -------- -------- -------- -------- -------- --------
Noninterest expense:
Salaries and employee benefits 6,372 2,970 -- 9,342 3,671 -- 13,013
Net occupancy and equipment
expense 2,400 770 -- 3,170 1,207 -- 4,377
Net other real estate owned
expense (income) (44) (144) -- (188) 314 -- 126
Other 3,194 1,054 (h) 57 4,305 2,261 (h) 91 6,657
-------- -------- -------- -------- -------- -------- --------
Total noninterest expense 11,922 4,650 57 16,629 7,453 91 24,173
-------- -------- -------- -------- -------- -------- --------
Income before income taxes 15,473 2,600 (57) 18,016 3,816 (91) 21,741
Income taxes 5,203 945 -- 6,148 1,298 -- 7,446
-------- -------- -------- -------- -------- -------- --------
Net income $ 10,270 1,655 (57) 11,868 2,518 (91) 14,295
======== ======== ======== ======== ======== ======== ========
Earnings per share:
Basic $ 0.19 0.21 0.18 0.18 0.17
Diluted 0.19 0.21 0.18 0.18 0.16
</TABLE>
See the notes to the Unaudited Pro Forma Combined Financial Information.
61
<PAGE>
SUMMARY OF PURCHASE ACCOUNTING ADJUSTMENTS MARCH 31, 2000
(in the thousands, except per share information)
ACQUISITION OF COHOES:
Entry for Purchase Accounting Adjustments:
DR. CR.
(a) Cash $ 8,121
(b) Goodwill 4,590
(c) Other liabilities 3,634
(d) Shareholders' equity 121,136
(e) Other liabilities 5,000
(f) Shareholders' equity 4,289
(g) Shareholders' equity 128,192
Detail of the TrustCo/Cohoes Purchase Accounting Adjustments:
(a) To record the net effect of the cash received upon the payoff of
the ESOP loan.
Dr. Cash 8,121
Cr. Shareholders' Equity 8,121
(b) Goodwill was calculated as follows:
Number of Cohoes common shares
outstanding 8,012
TrustCo acquisition price 16.00 128,192
-------
TrustCo acquisition price 16.00
Estimated weighted average option
price 11.50
------
4.50
Estimated number of options
outstanding 953
-----
4,289 4,289
Effective tax rate 34%
-----
Tax benefit of options (1,458) (1,458)
Transaction costs 5,000 5,000
Effective tax rate 34%
------
Tax benefit of transaction costs (1,700) (1,700)
Amount paid by TrustCo for Cohoes 134,323
Cohoes historical equity at
March 31, 2000 121,136
Unallocated ESOP shares 8,121
Estimated Cohoes RRP's 348
TrustCo acquisition price 16.00
--------
5,562
less: restricted RRP
in equity (4,161)
--------
Additional RRP value 1,401
Effective tax rate 34%
--------
RRP tax benefit 476 476
======= ------
129,733 129,733
-------
62
<PAGE>
Goodwill associated with acquisition of Cohoes 4,590
=====
(c) Tax benefit of options (1,458)
Tax benefit of transaction costs (1,700) All of these amounts
RRP tax benefit (476) were calculated in (B).
---------
(3,634)
=========
Dr. Tax liability 1,458
Cr. Goodwill 1,458
Dr. Tax liability 1,700
Cr. Goodwill 1,700
Dr. Tax liability 476
Cr. Stockholder's Equity (RRP) 476
(d) To eliminate Cohoes historical Shareholders' equity of $121,136
(debit to equity).
(e) To record estimate transaction costs of $5 million as a payable.
Dr. Goodwill 5,000
Cr. Accounts Payable 5,000
(f) The "stock-out" of Cohoes options was calculated as follows:
TrustCo acquisition price 16.00
Weighted average option price 11.50
------
Additional option value in
acquisition 4.50
Number of options outstanding 953
------
Value (in thousands) 4,289
======
Dr. Goodwill 4,289
Cr. Shareholders' Equity 4,289
(g) To record the purchase of the outstanding Cohoes common stock
(credit to equity).
8,012 Cohoes shares outstanding at $16.00 per share = $128,192
(h) Amortization of goodwill over a 20-year period.
63
<PAGE>
ACQUISITION OF HUDSON:
Entry for Purchase Accounting Adjustments:
(in thousands, except per share information)
DR. CR.
(a) Cash $ 15,583
(b) Goodwill 7,319
(c) Other liabilities 3,398
(d) Shareholders' equity 200,723
(e) Other liabilities 5,000
(f) Shareholders' equity 3,357
(g) Shareholders' equity 218,666
Detail of the TrustCo/Hudson Purchase Accounting Adjustments:
(a) To record the net effect of the cash received upon the payoff of
the ESOP loan.
Dr. Cash 15,583
Cr. Shareholders' Equity 15,583
(b) Goodwill was calculated as follows:
Number of Hudson common shares
outstanding 15,619
TrustCo acquisition price 14.00 218,666
-------
TrustCo acquisition price 14.00
Estimated weighted average option
price 11.42
------
2.58
Estimated number of options
outstanding 1,301
------
3,357 3,357
Effective tax rate 34%
------
Tax benefit of options (1,141) (1,141)
Transaction costs 5,000 5,000
Effective tax rate 34%
------
Tax benefit of transaction costs (1,700) (1,700)
Amount paid by TrustCo for Hudson 224,182
Hudson historical equity at
March 31, 2000 200,723
Unallocated ESOP shares 15,583
Estimated Hudson RRP's 566
TrustCo acquisition price 14.00
--------
7,926
less: restricted RRP
in equity (6,289)
-------
Additional RRP value 1,637
Effective tax rate 34%
------
RRP tax benefit 557 557
======= -------
216,863 216,863
-------
Goodwill associated with acquisition of Hudson 7,319
=======
(c) Tax benefit of options (1,141)
Tax benefit of transaction costs (1,700) All of these amounts
64
<PAGE>
RRP tax benefit (557) were calculated in (B).
---------
(3,398)
=========
Dr. Tax liability 1,141
Cr. Goodwill 1,141
Dr. Tax liability 1,700
Cr. Goodwill 1,700
Dr. Tax liability 557
Cr. Shareholders' Equity (RRP) 557
(d) To eliminate Hudson historical Shareholders' equity of $200,723
(debit to equity).
(e) To record estimate transaction costs of $5 million as a payable.
Dr. Goodwill 5,000
Cr. Accounts Payable 5,000
(f) The "stock-out" of Hudson options was calculated as follows:
Hudson acquisition price 14.00
Weighted average option price 11.42
------
Additional option value in
acquisition 2.58
Number of options outstanding 1,301
------
Value (in thousands) 3,357
=====
Dr. Goodwill 3,357
Cr. Shareholders' Equity 3,357
(g) To record the purchase of the outstanding Hudson common stock
(credit to equity).
15,619 Hudson shares outstanding at $14.00 per share = $218,666
(h) Amortization of goodwill over a 20-year period.
65
<PAGE>
DESCRIPTION OF TRUSTCO'S CAPITAL STOCK
GENERAL
TrustCo is presently authorized to issue 100,000,000 shares of common
stock, par value $1.00 per share (referred to in this Prospectus as "TrustCo
Common Stock"), and 500,000 shares of preferred stock, par value $10.00 per
share. At June 30, 2000, there were 53,444,265 shares of TrustCo Common Stock
issued and outstanding, and no shares of the preferred stock are issued or
outstanding.
COMMON STOCK
VOTING RIGHTS
Holders of TrustCo Common Stock possess exclusive voting rights in
TrustCo, except to the extent that shares of preferred stock issued in the
future may have voting rights, if any. Each holder of shares of TrustCo Common
Stock is entitled to one vote for each share held of record on all matters
submitted to a vote of holders of the TrustCo Common Stock.
DIVIDEND RIGHTS
Holders of TrustCo Common Stock are entitled to receive dividends when, as
and if declared by TrustCo's Board of Directors (the "TrustCo Board") out of
funds legally available therefor, subject to any preferential dividend rights
which may attach to preferred stock which may be issued by TrustCo in the
future. Under the New York Business Corporation Law (the "New York Law"),
TrustCo may pay dividends on TrustCo Common Stock unless TrustCo is or would
thereby be made insolvent. Moreover, TrustCo may pay dividends out of surplus
only such that the net assets of TrustCo remaining thereafter is at least equal
to the amount of its stated capital. If any dividend is paid by TrustCo, in
whole or in part, from sources other than earned surplus, the stockholders of
TrustCo must be notified of that fact. The ability of Trustco Bank to pay cash
dividends, which is expected to be TrustCo's principal source of income, is
restricted by applicable banking laws. Such dividends have previously been
TrustCo's principal source of income.
LIQUIDATION RIGHTS
In the event of a liquidation, dissolution or winding up of TrustCo, each
holder of TrustCo Common Stock would be entitled to receive, after payment of
all debts and liabilities of TrustCo, a pro rata portion of all assets of
TrustCo available for distribution to holders of the TrustCo Common Stock. If
any preferred stock is issued, the holders thereof may have a priority in
liquidation or dissolution over the holders of the TrustCo Common Stock.
OTHER CHARACTERISTICS
Holders of TrustCo Common Stock do not have preemptive rights with respect
to any additional shares of TrustCo which may be issued. The shares of TrustCo
Common Stock presently outstanding are, and the shares of TrustCo Common Stock
to be issued pursuant to the Exchange Offer will be, when issued and delivered
as described herein, duly authorized, validly issued, fully paid and
non-assessable. There are no redemption or sinking fund provisions applicable to
the shares of TrustCo Common Stock.
TRANSFER AGENT
Trustco Bank is the transfer agent for shares of TrustCo Common Stock.
66
<PAGE>
PREFERRED STOCK
None of the 500,000 authorized shares of preferred stock of TrustCo are
issued. The TrustCo Board is authorized to issue the preferred stock and to fix
and state voting powers, designations, preferences or other special rights of
such shares and the qualifications, limitations and restrictions thereof. The
preferred stock may rank prior to the common stock as to dividend rights or
liquidation preference, or both, and may have full or limited voting rights. The
TrustCo Board has no present intention to issue any of the preferred stock.
DESCRIPTION OF COHOES' CAPITAL STOCK
GENERAL
The following description of Cohoes' capital stock is based on information
contained in the Annual Report on Form 10-K of Cohoes for the year ended June
30, 1999 and other public information available on Cohoes, including the Cohoes
Proxy Statement.
Cohoes is authorized to issue 25,000,000 shares of common stock, par value
$.01 per share (referred to in this Prospectus as "Cohoes Common Stock"), and
5,000,000 shares of preferred stock, par value $.01 per share. At June 22, 2000,
there were 7,912,255 shares of Cohoes Common Stock issued and outstanding and no
shares of the preferred stock were issued and outstanding.
COMMON STOCK
The holders of shares of Cohoes Common Stock are entitled to receive
dividends from funds legally available therefor when, as and if declared by the
Cohoes Board, and are entitled upon liquidation to receive pro rata the net
assets of Cohoes after satisfaction in full of the prior rights of creditors of
Cohoes and holders of any shares of preferred stock.
The holders of shares of Cohoes Common Stock are generally entitled to one
vote for each share of Cohoes Common Stock held on all matters as to which
stockholders are entitled to vote, subject to the 10% Limit. The holders of
Cohoes Common Stock do not have cumulative voting rights.
American Stock Transfer & Trust Company, 40 Wall Street, New York, NY
10005 is the transfer agent and registrar for the shares of Cohoes Common Stock.
PREFERRED STOCK
None of the 5,000,000 authorized shares of preferred stock of Cohoes are
issued. The Cohoes Board is authorized to issue the preferred stock from time to
time in one or more series with such designation, powers, preferences and
rights, including voting rights, and any qualifications, limitations or
restrictions thereof, as may determined by the Cohoes Board. The preferred stock
may rank prior to the common stock as to dividend rights or liquidation
preference, or both, and may have full or limited voting rights.
COMPARISON OF SHAREHOLDER RIGHTS
The rights of holders of Cohoes Common Stock who receive TrustCo Common
Stock in the Exchange Offer will be governed by the New York Law, the state in
which TrustCo is incorporated, and by TrustCo's Amended and Restated Certificate
of Incorporation, as amended ("TrustCo's Certificate"), and Bylaws, as amended,
and other corporate documents of TrustCo. The rights of holders of Cohoes Common
Stock, which are governed by the DGCL and Cohoes' Certificate and Bylaws, as
amended, differ in certain respects from the rights which such holders would
have as stockholders of TrustCo. A
67
<PAGE>
summary of the material differences between the respective rights of Cohoes and
TrustCo stockholders is set forth below.
STOCKHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS
BUSINESS COMBINATIONS
TRUSTCO
The New York Law generally requires that mergers, consolidations and
sales, leases, exchanges, or other distributions of all of the assets of a
corporation be approved by a vote of not less than two-thirds of all outstanding
shares entitled to vote on such transactions. Moreover, generally, holders of
shares of any class or series have the right to vote, and to vote as a class, on
certain mergers and consolidations which contain provisions that exclude or
limit their right to vote, or adversely affect certain of their rights, or
authorize shares which have a preference over their shares. In such cases, in
addition to the vote of the holders of two-thirds of all outstanding shares
entitled to vote thereon, the merger or consolidation must be approved by the
holders of a majority of all outstanding shares of such class or series.
TrustCo's Certificate includes a so-called "fair consideration" provision,
which provides that a "business combination" (including a merger, consolidation
or acquisition of substantially all assets) involving TrustCo, or any subsidiary
of TrustCo, with any person or entity beneficially owning directly or indirectly
more than 5% of TrustCo's outstanding voting stock (a "TrustCo 5% stockholder")
may not be consummated, even if the normal statutory requirements are met,
unless: (i) the transaction is approved by at least two-thirds of the members of
the TrustCo Board who are not affiliated with the TrustCo 5% stockholder; or
(ii) the transaction meets certain minimum price requirements (in either of
which cases only the normal stockholder and director approval requirements of
the New York Law would govern the transaction). The primary purpose of TrustCo's
"fair consideration" provision is to provide additional safeguards for the
remaining stockholders in the event that an individual or entity becomes a
majority stockholder of TrustCo. If TrustCo comes under the control of a single
person or entity, substantial inequities could befall the minority stockholders.
Accordingly, this "fair consideration" provision was included in TrustCo's
Certificate to make it more likely that any acquisition of TrustCo will involve
payment of a fair price to all stockholders of TrustCo.
COHOES
Cohoes' Certificate provides for a greater than majority stockholder
approval requirement for certain business combinations with interested
stockholders. Under Cohoes' Certificate, certain business combinations with an
interested stockholder require the affirmative vote of the holders of at least
80% of the voting power of the outstanding shares of stock of Cohoes entitled to
vote in the election of directors. Generally, an interested stockholder is any
person, other than Cohoes or any subsidiary of Cohoes, that is the beneficial
owner, directly or indirectly, of more than 10% of the voting power of the
outstanding voting stock of Cohoes. The business combination provisions relating
to interested stockholders also apply to affiliates of interested stockholders.
Business combinations subject to the 80% stockholder approval requirement
include: (i) any merger or consolidation of Cohoes or any subsidiary of Cohoes
with an interested stockholder or affiliate thereof; (ii) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition of assets of Cohoes or
any Cohoes subsidiary to an interested stockholder having an aggregate fair
market value equaling or exceeding 25% or more of the combined assets of Cohoes
and its subsidiaries; (iii) the purchase, exchange, lease or other acquisition
by Cohoes or any subsidiary of all or substantially all of the assets or
business of an interested stockholder or affiliate thereof; (iv) the issuance or
transfer by Cohoes or any subsidiary of Cohoes to an interested stockholder or
affiliate thereof of any securities of Cohoes or any subsidiary of Cohoes having
an aggregate fair market value equaling or exceeding 10% of the combined fair
market value of the outstanding common stock of Cohoes and its subsidiaries; (v)
the adoption of any plan for the liquidation or dissolution of
68
<PAGE>
Cohoes proposed by or on behalf of an interested stockholder or affiliate
thereof; and (vi) any reclassification of securities or recapitalization of
Cohoes, or any merger or consolidation of Cohoes with any of its subsidiaries or
any other transaction that has the effect of increasing the proportionate share
of the outstanding shares of any class of equity or convertible securities of
Cohoes or any subsidiary of Cohoes directly or indirectly owned by an interested
stockholder or affiliate thereof. A business combination with an interested
stockholder may avoid the 80% stockholder approval requirement, needing only an
affirmative vote of a majority of the voting power of the outstanding shares of
stock of Cohoes entitled to vote in the election of directors, if: (a) the
business combination does not involve cash or other consideration being received
by the stockholders of Cohoes solely in their capacity as stockholders of Cohoes
and the business combination has been approved by a majority of the
disinterested directors of Cohoes; or (b) the business combination has been
approved by a majority of the disinterested directors of Cohoes, or each of the
following conditions are met: (1) the fair market value of the consideration
received per share by the holders of Cohoes Common Stock equals or exceeds the
higher of certain fair price determinations; (2) there has been no reduction of
dividends or failure to pay dividends after the time the interested stockholder
became an interested stockholder, except as approved by a majority of
disinterested directors; (3) the interested stockholder and its affiliates have
not become the beneficial owners of any additional shares of voting stock of
Cohoes after the interested stockholder became an interested stockholder; (4)
the interested stockholder has not received the benefit, directly or indirectly,
of any loans, advances, guarantees, pledges or other financial assistance; and
(5) a proxy or information statement describing the proposed business
combination and complying with the requirements of the 1934 Act has been mailed
to stockholders of Cohoes at least 30 days prior to the consummation of such
business combination.
REMOVAL OF DIRECTORS
TRUSTCO
The New York Law provides that any or all of the directors of TrustCo may
be removed for cause by a vote of the stockholders. TrustCo's Certificate
specifies that an affirmative vote of at least a majority of its outstanding
stock is needed to approve any matter on which stockholders are entitled to
vote.
COHOES
Cohoes' Certificate provides that any director or the entire Cohoes Board
may be removed from office at any time, but only for cause and only by the
holders of at least 80% of the voting power of all of the outstanding shares of
capital stock of Cohoes entitled to vote generally in the election of directors.
Cohoes' 80% stockholder vote requirement for removal of directors precludes a
majority stockholder from circumventing Cohoes' classified Cohoes Board by
decreasing the size of the Cohoes Board until its nominees have a numerical
majority or by removing directors not up for election, filling the resulting
vacancy with its nominees, and thereby gaining control of the Cohoes Board.
Stockholders of Cohoes may not remove directors without cause, making it more
difficult for a majority stockholder to control the Cohoes Board. The
restriction on director removal found in Cohoes' Certificate also makes it more
difficult for stockholders of Cohoes to change the composition of the Cohoes
Board even where the stockholders believe in good faith that such a change would
be beneficial to Cohoes and to the stockholders of Cohoes.
AMENDMENTS TO CERTIFICATE OF INCORPORATION AND BYLAWS
TRUSTCO
TrustCo's Certificate requires an affirmative vote of at least two-thirds
of TrustCo's voting stock to change, modify, or repeal any provision of
TrustCo's Certificate or Bylaws.
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COHOES
The DGCL provides that the certificate of incorporation of a Delaware
corporation may be amended only if first approved by the corporation's board of
directors and thereafter by a majority of the outstanding stock entitled to vote
thereon. The DGCL also provides that, if a greater than majority stockholder
vote is required to effect an action under a certain article of a Delaware
corporation's certificate of incorporation, then amending such an article
likewise requires such a greater than majority stockholder vote.
Cohoes' Certificate provides that Cohoes may amend or repeal any provision
contained in Cohoes' Certificate in the manner prescribed described above
pursuant to the DGCL. Cohoes' Certificate further provides that the affirmative
vote of at least 80% of the voting power of all of the outstanding shares of the
capital stock of Cohoes entitled to vote generally in the election of directors
(after giving effect to the 10% Limit described herein under the caption
"COMPARISON OF SHAREHOLDER RIGHTS -- Anti-takeover Statutes and Provisions --
COHOES") is required to amend or repeal the provisions of: (i) Article TWELFTH
(relating to amending the Cohoes' Certificate); (ii) Section C of Article FOURTH
(relating to voting restrictions imposed on stockholders owning in excess of 10%
of the outstanding shares of Cohoes Common Stock); (iii) Sections C and D of
Article FIFTH (relating to stockholder special meetings and stockholder action
by written consent); (iv) Article SIXTH (relating to the number, classification,
qualification, disqualification, director nominations, filling of vacancies and
removal of directors of Cohoes); (v) Article SEVENTH (relating to amending the
Bylaws); (vi) Article EIGHTH (relating to approval of business combinations with
an interested stockholder or its affiliates); and (vii) Article TENTH (relating
to indemnification).
Cohoes' Bylaws provide that the Cohoes Board may amend or repeal the
Bylaws upon the vote of a majority of the whole board thereof. The stockholders
of Cohoes, upon the affirmative vote of the holder of at least 80% of the voting
power of the voting stock (after giving effect to the 10% Limit), also have the
power to amend or repeal the Bylaws of Cohoes.
VOTING RIGHTS
TRUSTCO
Holders of TrustCo Common Stock are entitled to one vote per share in the
election of directors and in all other matters to be voted upon by the
stockholders generally. A stockholder of TrustCo may vote in person or by proxy.
Directors of TrustCo are elected by a plurality of the stockholder votes cast
and stockholders of TrustCo Common Stock are not entitled to cumulative voting
in the election of directors. All other matters voted on by stockholders must be
approved by the affirmative vote of at least a majority of the outstanding
shares of TrustCo Common Stock, except those matters specifically requiring a
greater than majority vote pursuant to the New York Law or TrustCo's
Certificate.
COHOES
In accordance with the DGCL, and as provided in the Bylaws of Cohoes, each
outstanding share of Cohoes Common Stock is entitled to one vote on each matter
voted on at a stockholders' meeting. A stockholder of Cohoes may vote in person
or by proxy. Directors of Cohoes are elected by a plurality of the stockholder
votes cast, and stockholders of Cohoes are not entitled to cumulative voting in
the election of directors. All other matters voted on by stockholders are
determined by a majority of the stockholder votes cast, except those matters
specifically requiring a greater than majority vote pursuant to the DGCL or
Cohoes' Certificate. Notwithstanding the foregoing, Article FOURTH, Section C,
of Cohoes' Certificate provides that no person who beneficially owns more than
10% of the outstanding shares of Cohoes Common Stock may vote shares in excess
of that limit. See "COMPARISON OF SHAREHOLDER RIGHTS -- Anti-Takeover Statutes
and Provisions -- COHOES."
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SPECIAL MEETING OF STOCKHOLDERS; STOCKHOLDER ACTION BY WRITTEN CONSENT
TRUSTCO
The New York Law provides that special meetings of the stockholders of a
New York corporation may be called by the board of directors and by such person
or persons as may be so authorized by the certificate of incorporation or the
bylaws. TrustCo's Certificate provides that special meetings of stockholders of
TrustCo may be called at the request of at least two-thirds of the shares of
TrustCo Common issued and outstanding. In addition, the Bylaws provide that a
special meeting of the stockholders may be called at any time by the TrustCo
Board or by TrustCo's Chief Executive Officer.
Pursuant to the New York Law, stockholders of TrustCo may take any action
without a meeting by written consent, which consent must set forth the action so
taken and be signed by the holders of all of the outstanding shares entitled to
vote thereon. Written consent given by the holders of all outstanding shares
entitled to vote has the same effect as a unanimous vote of stockholders.
COHOES
In accordance with the DGCL, Cohoes' Certificate provides that special
meetings of stockholders of Cohoes may be called only by the Cohoes Board
pursuant to a resolution adopted by a majority of the total number of directors
which Cohoes would have if there were no vacancies on the Cohoes Board. Cohoes'
Certificate also provides that any action required or permitted to be taken by
the stockholders of Cohoes must be effected at a duly called annual or special
stockholders' meeting and may not be effected by any consent in writing by such
stockholders. The DGCL, in the absence of this provision, permits action by
written consent of stockholders signed by the holders of the number of shares
that would be required to effect the action at a meeting. Cohoes' restriction
against stockholders' ability to call a special stockholders' meeting and
against stockholder action by written consent is more restrictive than TrustCo's
2/3 stockholder vote required to call a special meeting and stockholders' act by
written consent of all of TrustCo's stockholders. Cohoes' more restrictive
provisions preclude attempts by stockholders to disrupt the business of Cohoes
between annual stockholders' meetings, and make it impossible for a stockholder
or stockholder group to take action where such action is opposed by a majority
of the Cohoes Board and management of Cohoes. Cohoes' more restrictive
provisions also preclude the removal of directors, even if cause exists or a
director becomes disqualified, until the next annual stockholders' meeting,
where such removal is opposed by a majority of the Cohoes Board.
DISSENTERS' RIGHTS
TRUSTCO
The New York Law provides that dissenting stockholders are entitled to
receive payment of the "fair value" of their shares in connection with certain
mergers or consolidations of which the corporation is a party and sales or
exchanges of all or substantially all of the assets of a corporation. Under the
New York Law, dissenting stockholders: (i) may withdraw their notice of election
to dissent within certain specific time periods prior to their acceptance of a
corporation's offer to purchase their shares; (ii) are entitled to an advance
payment which accompanies a corporation's offer to purchase their shares, if the
corporate action has been consummated; and (iii) bear their own costs and
expenses as to any court proceeding for a determination of the fair value of
their shares.
COHOES
The DGCL provides that, unless the certificate of incorporation of a
Delaware corporation provides otherwise, no dissenters' appraisal rights are
available to holders of shares that are listed on a national securities exchange
or designated as a national market system security on an interdealer quotation
system by NASD, or are held of record by more than 2,000 stockholders. As the
shares of
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Cohoes Common Stock are a national market system security traded on Nasdaq and
Cohoes' Certificate does not provide for dissenters' appraisal rights, holders
of Cohoes Common Stock have no dissenters' appraisal rights in any merger,
consolidation or disposition of assets. Stockholders of Cohoes may not,
therefore, assert dissenters' appraisal rights in connection with the Exchange
Offer or the TrustCo-Cohoes Merger.
ANTI-TAKEOVER STATUTES AND PROVISIONS
TRUSTCO
In general, the New York Law prohibits any business combination (e.g.
mergers, consolidations, and acquisitions of substantially all of the assets)
between a New York corporation and an "interested stockholder" (defined as any
owner of 20% or more of the voting stock of such corporation) unless the
corporation's board of directors has approved the business combination or the
stock acquisition by which the related party's interest reached 20% (the "Stock
Acquisition") prior to the date of the Stock Acquisition. This restriction
applies for five years after the date of the Stock Acquisition. Thereafter, the
corporation may enter into a business combination with the related party: (i) if
the combination is approved by a majority of the corporation's voting stock
beneficially owned by stockholders other than the related party; or (ii) if such
disinterested stockholders receive a price for their shares equal to or greater
than a price determined in accordance with a statutory formula intended to
assure that stockholders receive an equitable price in the business combination.
As a New York corporation, TrustCo and any potential acquiror of TrustCo would
be subject to this provision.
TrustCo's Certificate and Bylaws contain several provisions which may be
deemed to be "anti-takeover" in nature. TrustCo's Certificate contains a "fair
consideration" provision which is discussed under "COMPARISON OF SHAREHOLDER
RIGHTS -- Stockholder Vote Required for Certain Transactions -- BUSINESS
COMBINATIONS -- TRUSTCO." TrustCo's Certificate also provides for a classified
board of directors, under which one-third of the directors are elected to
three-year terms at each annual stockholders' meeting. In effect, the classified
board may increase the time required for any one or more persons owning a
majority or controlling block of stock to elect a majority of the directors.
Without a classified board, a change in control can be accomplished at a single
annual stockholders' meeting. In contrast, with a classified board, at least two
successive annual stockholders' meetings may be required to effect a change in
control. The TrustCo Board and management of TrustCo believe that a classified
board may help to moderate the pace of any change in control of the TrustCo
Board and, by increasing the stability of the TrustCo Board, may also increase
its effectiveness. Conversely, the additional time required to obtain control of
the TrustCo Board also tends to discourage a tender offer or takeover bid, many
of which are made at premium prices to stockholders.
COHOES
The DGCL has a "freeze provision" that generally prohibits any business
combination, such as a merger or consolidation, between a Delaware corporation
and an interested stockholder (which is generally defined as any owner of 15% or
more of the outstanding voting stock of a corporation) for three years after the
date on which such stockholder becomes an interested stockholder. The Delaware
statute provides that if any of the following conditions are met, Delaware's
three-year freeze provision will not apply: (i) prior to such date the board of
directors of the corporation approved either the business combination or the
transaction by which the interested stockholder became an interested
stockholder; (ii) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the
transaction commenced (excluding shares held by persons who are directors and
also officers and by certain employee stock ownership plans); or (iii) on or
subsequent to such date the business combination is approved by the board of
directors of the corporation and authorized at an
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annual or special meeting of the stockholders by the affirmative vote of at
least two-thirds of the outstanding voting stock of the corporation which is not
owned by the interested stockholder.
Under the terms of Cohoes' Certificate, a record owner of Cohoes Common
Stock who beneficially owns, directly or indirectly, in excess of 10% of the
outstanding shares of Cohoes Common Stock is not entitled to vote the shares
held in excess of 10% of the outstanding shares of Cohoes Common Stock. The
number of shares which may be voted by any record owner owning shares in excess
of the 10% Limit is equal to the total number of votes which a single record
owner of all Cohoes Common Stock owned by such person would be entitled to cast,
multiplied by a fraction, the numerator of which is the number of shares
beneficially owned by such person and owned of record by such record owner and
the denominator of which is the total number of shares of Cohoes Common Stock
beneficially owned by such person owning shares in excess of the 10% Limit.
As with TrustCo, Cohoes' Certificate provides that the Cohoes Board is
divided into three classes, as nearly equal in number as possible, which are
elected for staggered three-year terms. For additional discussion of provisions
which may be deemed to have an anti-takeover effect, see "COMPARISON OF
SHAREHOLDER RIGHTS -- Special Meeting of Stockholders; Stockholder Action by
Written Consent -- COHOES", and "-- Stockholder Vote Required for Certain
Transactions -- REMOVAL OF DIRECTORS -- COHOES."
INDEMNIFICATION
TRUSTCO
The New York Law contains provisions permitting indemnification of
officers and directors so long as such persons acted in good faith, and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to a criminal proceeding, if he
or she had no reason to believe his or her conduct was unlawful. TrustCo's
Bylaws generally permit indemnification, PROVIDED, HOWEVER, that no
indemnification will be made to any officer or director if a judgement or final
adjudication establishes that his or her acts were committed in bad faith or
were the result of an act of deliberate dishonesty, and were material to the
cause of action so adjudicated, or that he or she personally gained a financial
profit or other advantage to which he or she was not entitled.
COHOES
The DGCL grants Delaware corporations broad indemnification powers,
including the authority to provide forms of indemnification in addition to the
types of indemnification specifically set forth within the DGCL. Cohoes'
Certificate provides mandatory indemnification for each person who was or is
made a party or threatened to be made a party to or is otherwise involved in any
proceeding by reason of the fact that he or she is or was a director or officer
of Cohoes or a subsidiary of Cohoes or is or was serving at the request of
Cohoes as a director, officer, employee or agent of another corporation. Such
mandatory indemnification covers the alleged action whether or not such person
was acting in their official capacity. Such indemnification covers all expense,
liability and loss, including attorneys' fees, judgments, fines, excise taxes or
penalties and amounts paid in settlement reasonably incurred by the indemnitee
in connection with the proceeding. Cohoes' Certificate provides indemnification
to an indemnitee who initiates a proceeding only if the proceeding was
authorized by the Cohoes Board or was initiated to enforce indemnification
rights. Cohoes' Certificate provides for payment of indemnification expenses in
advance of a proceeding's final disposition provided the indemnitee first
delivers to Cohoes an undertaking by or on behalf of such indemnitee to repay
all amounts so advanced if it is ultimately determined that the indemnitee is
not entitled to be indemnified for such expense. In addition to mandatory
indemnification, Cohoes may in accordance with Cohoes' Certificate, to the
extent authorized by the Cohoes Board, grant rights to indemnification and to
the advancement of indemnification expenses to any employee or agent of Cohoes
to the fullest extent that Cohoes is authorized to indemnify and
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advance expenses to the directors and officers of Cohoes. Cohoes' Certificate
also authorizes Cohoes to maintain insurance to protect Cohoes and any director,
officer, employee or agent of Cohoes or another corporation against any expense,
liability or loss, whether or not Cohoes would have the power to indemnify such
person against such expense, liability or loss under the DGCL.
LIMITATION OF LIABILITY OF DIRECTORS
TRUSTCO
TrustCo's Certificate provides that, to the fullest extent that the New
York Law permits elimination or limitation of the liabilities of directors, no
director of TrustCo will be liable to the corporation or its stockholders for
any breach of duty in such capacity. The New York Law provides that a director
will not be liable if he or she performed his or her duties as a director,
including duties as a member of any committee thereof, in good faith and with
that degree of care which an ordinarily prudent person in a like position would
use under similar circumstances.
COHOES
Cohoes' Certificate provides that a director of Cohoes will not be
personally liable to Cohoes or the stockholders of Cohoes for monetary damages
for breach of fiduciary duty as a director, except for liability resulting from:
(i) any breach of the director's duty of loyalty to Cohoes or the stockholders
of Cohoes; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) unlawful payment of dividend or
unlawful stock purchases or redemptions; or (iv) any transaction from which the
director derived an improper personal benefit. Stockholders of Cohoes do not,
therefore, have a cause of action against a director based upon negligent
business decisions, including those relating to attempts to acquire control of
Cohoes. Cohoes' Certificate does not, however, preclude all equitable remedies
for breach of the duty of care, although such remedies might not be available as
a practical matter. Cohoes' limitation of director liability may reduce the
likelihood of derivative litigation against directors and discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful, might
otherwise have been beneficial to Cohoes and its stockholders.
CONSIDERATION OF NON-STOCKHOLDER INTERESTS
TRUSTCO
The New York Law specifically authorizes directors, in considering the
best interests of a corporation, to consider the short-term and long-term
interests of the corporation and its stockholders as well as the short-term or
long-term effects of any action upon: (i) the corporation's prospects for
potential growth, development, productivity and profitability; (ii) the
corporation's current employees; (iii) the corporation's retired employees and
other beneficiaries receiving or entitled to receive retirement, welfare or
similar benefits from or pursuant to any plan sponsored, or agreement entered
into, by the corporation; (iv) the corporation's customers and creditors; and
(v) the ability of the corporation to provide, as a going concern, goods,
services, employment opportunities and employment benefits and otherwise to
contribute to the communities in which it does business. The New York Law does
not create any duties of any director to any person or entity to consider or
afford any particular weight to any of the foregoing criteria, nor does it
abrogate any duty of the directors, either statutory or recognized by common law
or court decisions.
COHOES
The DGCL does not address a Delaware director's ability to consider
non-stockholder interests when discharging his or her duties. Delaware case
law, however, provides that in discharging his or her responsibilities, a
board of directors of a Delaware corporation must limit consideration of
non-
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stockholder interests, and that a board of directors of a Delaware corporation
may consider non-stockholder interests only if those interests are rationally
related to benefits accruing to the stockholders of the Delaware corporation.
REVLON, INC. V. MACANDREWS & FORBES HOLDINGS, INC., 506 A.2d 173 (Del. 1986).
Delaware case law further provides that, when a board of directors of a Delaware
corporation decides to sell a Delaware corporation, concern for non-stockholder
interests is inappropriate. ID.
Cohoes' Certificate grants the Cohoes Board broader discretion than that
authorized by Delaware case law. Specifically, Cohoes' Certificate provides that
the Cohoes Board may, when evaluating any tender or exchange offer, any offer to
merge or consolidate Cohoes with another entity or any offer to purchase all or
substantially all of the assets of Cohoes, give due consideration to all
relevant factors including, without limitation, the social and economic effect
of acceptance of any such offer on present and future customers and employees of
Cohoes and subsidiaries of Cohoes, the communities in which Cohoes and its
subsidiaries operate or are located, and the ability of Cohoes and its
subsidiaries to fulfill their respective corporate or banking objectives.
LEGAL OPINION
The legality of the TrustCo Common Stock offered hereby will be passed
upon by the law firm of Lewis, Rice & Fingersh, L.C., St. Louis, Missouri.
Members of, and attorneys employed by, Lewis, Rice & Fingersh, L.C., owned,
directly or indirectly, approximately 11,041 shares of TrustCo Common Stock.
EXPERTS
The consolidated financial statements contained in TrustCo's Annual Report
on Form 10-K for the year ended December 31, 1999 have been audited by KPMG LLP
and are incorporated by reference in this document in reliance on that firm's
expertise in accounting and auditing.
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The Exchange Agent for the Exchange Offer is:
CHASEMELLON SHAREHOLDER SERVICES
By mail: By hand: By overnight:
Reorganization Department Reorganization Department 85 Challenger Road
P.O. Box 3301 120 Broadway, 13th Floor Mail Stop - Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ
07660
Facsimile (for eligible institutions only): (201) 296-4293
Confirm facsimile by telephone ONLY: (201) 296-4860
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APPENDIX A
IMPORTANT
PLEASE SIGN, DATE AND, IF NECESSARY, HAVE YOUR SIGNATURE GUARANTEED IN THE BOX
ENTITLED "SIGN HERE" ON PAGE 3 OF THIS DOCUMENT WHERE INDICATED BY THE ARROWS.
LETTER OF TRANSMITTAL
TO TENDER SHARES
OF
COMMON STOCK
OF
COHOES BANCORP, INC.
(THE "COMPANY")
PURSUANT TO THE EXCHANGE OFFER
DATED ______________, 2000
BY
TRUSTCO BANK CORP NY
To: CHASEMELLON SHAREHOLDER SERVICES
(201) 296-4293
BY MAIL OR BY HAND: BY FACSIMILE COPY:
A-1
<PAGE>
TENDER, PROXY AND POWER OF ATTORNEY
The undersigned, the registered holder of shares of common stock (the
"Shares") of the Company as described in the Exchange Offer referred to above,
or the legal representative of the registered holder, hereby accepts, with
respect to the Shares tendered, the offer of TrustCo Bank Corp NY ("Offeror"),
receipt of which is hereby acknowledged, to acquire the Shares upon the terms
and subject to the conditions of the Exchange Offer.
Accordingly, subject to and effective upon the acquisition by Offeror
(pursuant to the Exchange Offer) of the Shares tendered herewith, the
undersigned hereby assigns and transfers to or upon the order of Offeror such
Shares, including any and all declared but unpaid dividends and other
distributions on such Shares, and hereby constitutes and appoints ChaseMellon
Shareholder Services (the "Exchange Agent") the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares with full power
of substitution (such power of attorney is deemed to be an irrevocable power
coupled with an interest) to: (i) deliver the Shares, together with any and all
evidences of transfer and authenticity which may be required by the Exchange
Agent, to or upon the order of Offeror upon receipt by the Exchange Agent, as
the undersigned's agent, of the shares of Offeror's common stock as set forth in
the Exchange Offer; (ii) do all things necessary and appropriate for the
transfer of such Shares on the Company's books; (iii) exercise all rights of
legal and beneficial ownership of such Shares to which the undersigned would be
entitled by virtue of the ownership of such Shares, in accordance with the terms
of the Exchange Offer; and (iv) receive all dividends and other distributions
due or rights issued in respect to the Shares to which the undersigned would be
entitled by virtue of the ownership of such Shares, all in accordance with the
terms of the Exchange Offer. Upon such acceptance for acquisition, all prior
proxies and powers of attorney given by the undersigned with respect to such
Shares will, without further action, be revoked and no subsequent proxies or
powers of attorney may be given and, if given, will not be deemed effective.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Shares and
that Offeror will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges, voting agreements and encumbrances and not
subject to any adverse claim. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or Offeror to be
necessary or desirable to complete the exchange, assignment and transfer of the
Shares.
All authority herein conferred or agreed to be conferred survives the
death or incapacity of the undersigned and any obligations of the undersigned
hereunder are binding upon the heirs, personal representatives, successors and
assigns of the undersigned. Except as stated in the Exchange Offer, this tender
is irrevocable.
The undersigned understands that acceptance of the offer contained in the
Exchange Offer constitutes an agreement between the undersigned and Offeror, in
accordance with the terms and conditions precedent of the Exchange Offer, only
when a duly executed and properly completed copy of this Letter of Transmittal,
together with any other required documents (including, but not limited to, the
Shares), are received by the Exchange Agent. The undersigned further
acknowledges receipt and has read the contents of the Exchange Offer and
recognizes the various conditions to the offer that are set forth in the
Exchange Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the shares of Offeror's common stock as set forth in the Exchange
Offer in the name of the undersigned. Similarly, please mail such shares, unless
otherwise indicated herein under "Special Delivery Instructions," and/or send
any appropriate documents if a Share is not exchanged, to the undersigned at the
address shown below the undersigned's signature. The undersigned recognizes that
Offeror has no obligation to transfer any Shares from the name of the registered
holder thereof if Offeror does not acquire such Shares pursuant to the Exchange
Offer.
A-2
<PAGE>
--------------------------------------------------------------------------------
DESCRIPTION OF SHARES
[to be completed by the tendering Holder]
Name and Address of Registered Holder Certificate Number Number of Shares
------------------------------------- ------------------ ----------------
SIGN HERE
___________________________________
[right arrow] [left arrow]
___________________________________
(Signature(s) of Owner(s))
Dated: ______________, 2000 (Must be signed by registered holder(s)
exactly as name(s) appear(s) under "Description of Shares" above. If signature
is by a person acting in fiduciary capacity or as the registered owner's legal
representative, please set forth full title. See Instruction 4.)
Name(s) __________________________________________
(Please Print)
__________________________________________________
(Address)
__________________________________________________
(Include Zip Code)
Phone Number: (______)___________________
Taxpayer Identification or
Social Security Number:
SIGNATURE(S) GUARANTEED
___________________________________________
___________________________________________
(See Instruction 1)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
To be completed ONLY if shares of Offeror's common stock and/or the check for
cash payable in lieu of fractional shares is to be issued in the name of someone
other than the registered owner.
Name ____________________________________________
Address: ____________________________________________
____________________________________________
(Include Zip Code)
____________________________________________
Tax Identification or Social Security Number
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if shares of Offeror's common stock and/or the check for
cash payable in lieu of fractional shares is to be sent to someone other than
the registered owner at any address other than that shown under "Description of
Shares" above.
Name ____________________________________________
Address: ____________________________________________
____________________________________________
(Include Zip Code)
____________________________________________
Tax Identification or Social Security Number
--------------------------------------------------------------------------------
A-3
<PAGE>
INSTRUCTIONS
FORMING PART OF THE
TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. SIGNATURE GUARANTEE. No signature guarantee is required if this Letter of
Transmittal is signed by the registered owner of the Shares tendered with this
Letter of Transmittal and delivery is to be made directly to such registered
owner. If such registered owner has completed either the box entitled "Special
Payment Instructions" or the box entitled "Special Delivery Instructions" on the
previous page, all signatures on this Letter of Transmittal must be guaranteed
by a firm which is a member of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. or by a commercial bank or
trust company having an office or correspondent in the United States of America.
2. EXECUTION AND DELIVERY. This Letter of Transmittal or a facsimile thereof
must be properly filled in and signed by the registered owner or owners of the
Shares being tendered and should be mailed or delivered with the Shares to the
Exchange Agent at the appropriate address set forth herein. The method of
delivery of all documents is at the election and risk of the owners of the
Shares being tendered. However, it is suggested that all documents be delivered
to the Exchange Agent in person or, if sent by mail, be sent by registered mail,
return receipt requested, properly insured. No alternative, conditional or
contingent tenders will be accepted. All tendering owners of a Share, by
execution of this Letter of Transmittal, waive any right to receive any notice
of the acceptance of their tender.
3. DESCRIPTION OF SHARES. The Holder should complete the Description of
Shares on the preceding page. The name of the "registered holder" should be the
name on the certificate or a duly executed stock power or comparable document.
4. COMPLETION OF LETTER OF TRANSMITTAL. Signatures on all documents must
correspond with the name of the registered holder of the tendered Shares as set
forth on page 3 of this Letter of Transmittal (under the heading "Description of
Shares") without alteration, enlargement or any change whatsoever, unless an
authorized representative is signing on behalf of the registered owner. If the
Shares tendered hereby are owned of record by two or more joint owners, all such
owners must sign this Letter of Transmittal. If this Letter of Transmittal is
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to Offeror of their authority so to act must be submitted to the
Exchange Agent.
5. ADDITIONAL COPIES. Additional copies of the Exchange Offer and this Letter
of Transmittal may be obtained from the Exchange Agent at its address set forth
on the cover page of this Letter of Transmittal.
6. TRANSFER TAXES. Transfer taxes imposed as a result of the purchase
pursuant to the Exchange Offer, if any, will be paid by Offeror, except that
applicable transfer taxes will be deducted from a cash payment where such
payment is to be made to other than the registered holder, thus involving an
additional transfer.
7. WAIVER OF CONDITIONS. The conditions set forth in this Letter of
Transmittal are for the sole benefit of Offeror and may be asserted by Offeror
regardless of the circumstances giving rise to any such conditions or may be
waived at any one time and from time to time in Offeror's sole discretion.
8. TAXPAYER IDENTIFICATION NUMBER, SUBSTITUTE FORM W-9. The tendering holder
of a Share is required to provide the Exchange Agent with his correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 on the page following the
last page of these instructions. Failure to provide the information on the form
may subject the tendering holder to 31% withholding on the payment of the
exchange consideration. If such holder is an individual, the taxpayer
identification number is his social security number. The box in Part 3 of the
form may be checked if the tendering holder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future. If the
box in Part 3 is checked and the Exchange Agent is not provided with a TIN
within 60 days, the Exchange Agent will withhold 31% on all payments of the
exchange consideration thereafter until a TIN is provided to the Exchange Agent,
and the holder may be subject to a $500 penalty imposed by the Internal Revenue
Service. In addition, payments that are made to such holder with respect to an
exchanged Share pursuant to the Exchange Offer may be subject to backup
withholding. If the backup withholding applies, the Exchange Agent is required
to withhold 31% of any payments made to the holder of a Share. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
A-4
<PAGE>
A-5
SUBSTITUTE FORM W-9
SUBSTITUTE FORM W-9 REQUEST FOR
TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES
--------------------------------------------------------------------------------
Name as shown on account (if joint, list first and circle name of the person or
entity whose number you enter below):
Name____________________________________________________________________________
Address_________________________________________________________________________
City, State and Zip Code _______________________________________________________
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SUBSTITUTE TAXPAYER IDENTIFICATION NO.
FORM W-9 FOR ALL ACCOUNTS Social Security Number
Department of the Treasury Enter your taxpayer _______________________
Internal Revenue Service identification number
in the appropriate box.
Payer's Request for For most individuals this Employer Identification
Taxpayer Identification is your social security No.
Number (TIN) number. If you do not have _______________________
a number, see the enclosed
Guidelines.
Note: If the account is
more than one name, see the
chart in the enclosed
Guideline on which number
to give the payor.
--------------------------------------------------------------------------------
CERTIFICATION - Under penalties of perjury, I certify that:
(1) the number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or the IRS has notified me that I am no
longer subject to backup withholding. CERTIFICATION INFORMATION - You must cross
out Item (2) above if you have been notified by the IRS that you are subject to
backup withholding because of under reporting interest on dividends on your tax
returns. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you are
no longer subject to backup withholding, do not cross out Item (2). The
certification requirement does not apply to real estate transactions, mortgage
interest paid, the acquisition or abandonment of secured property, contributions
as to an individual retirement account, and payments other than interest and
dividend. Also see "Signing the Certification" under "Specific Instructions" in
the enclosed Guidelines.
SIGNATURE: ___________________________ DATE:___________________________
--------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING,
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICAITON OF TAXPAYER
IDENTIFICAITON NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS YOU MUST
COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN THE SPACE FOR
THE TIN" ON SUBSTITUTE FORM W-9.
--------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under the penalty of perjury that a taxpayer identification number has
not been issued to me and either (a) I have mailed an application to receive a
taxpayer identification number to the appropriate Internal Revenue Service
Center or Social Security Administration Office or (b) I intend to mail or
deliver an application in the near future. I understand that if I do not provide
a taxpayer identification number within 60 days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number.
SIGNATURE: ___________________________ DATE:___________________________
--------------------------------------------------------------------------------
A-5
<PAGE>
Any questions or requests for assistance or additional copies of the
Prospectus and the Letter of Transmittal may be directed to Georgeson
Shareholder Communications Inc at the telephone number and location listed
below. You may contact your broker, dealer, commercial bank or other nominee for
assistance concerning the Exchange Offer.
THE INFORMATION AGENT FOR THE EXCHANGE OFFER IS:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 STATE STREET, 10TH FLOOR
NEW YORK, NEW YORK 10004
TEL: 1-800-223-2064
================================================================================
A-6
<PAGE>
APPENDIX B
SECTION 203 OF THE DELAWARE GENERAL BUSINESS CORPORATION LAW 203 BUSINESS
COMBINATIONS WITH INTERESTED STOCKHOLDERS.
(a) Notwithstanding any other provisions of this chapter, a corporation
shall not engage in any business combination with any interested stockholder for
a period of 3 years following the time that such stockholder became an
interested stockholder, unless:
(1) prior to such time the board of directors of the corporation approved
either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder, or
(2) upon consummation of the transaction which resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding those shares owned (i) by persons who are directors and also
officers and (ii) employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, or
(3) at or subsequent to such time the business combination is approved by
the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at least
66-2/3% of the outstanding voting stock which is not owned by the interested
stockholder.
(b) The restrictions contained in this section shall not apply if:
(1) the corporation's original certificate of incorporation contains a
provision expressly electing not to be governed by this section;
(2) the corporation, by action of its board of directors, adopts an
amendment to its bylaws within 90 days of the effective date of this section,
expressly electing not to be governed by this section, which amendment shall not
be further amended by the board of directors.
(3) the corporation, by action of its stockholders, adopts an amendment to
its certificate of incorporation or bylaws expressly electing not to be governed
by this section, provided that, in addition to any other vote required by law,
such amendment to the certificate of incorporation or bylaws must be approved by
the affirmative vote of a majority of the shares entitled to vote. An amendment
adopted pursuant to this paragraph shall be effective immediately in the case of
a corporation that both (i) has never had a class of voting stock that falls
within any of the three categories set out in subsection (b)(4) hereof, and (ii)
has not elected by a provision in its original certificate of incorporation or
any amendment thereto to be governed by this section. In all other cases, an
amendment adopted pursuant to this paragraph shall not be effective until 12
months after the adoption of such amendment and shall not apply to any business
combination between such corporation and any person who became an interested
stockholder of such corporation on or prior to such adoption. A bylaw amendment
adopted pursuant to this paragraph shall not be further amended by the board of
directors;
(4) the corporation does not have a class of voting stock that is (i)
listed on a national securities exchange, (ii) authorized for quotation on The
Nasdaq Stock Market or (iii) held of record by more than 2,000 stockholders,
unless any of the foregoing results from action taken, directly or indirectly,
by an interested stockholder or from a transaction in which a person becomes an
interested stockholder;
(5) a stockholder becomes an interested stockholder inadvertently and (i)
as soon as practicable divests itself of ownership of sufficient shares so that
the stockholder ceases to be an interested stockholder and (ii) would not, at
any time within the 3 year period immediately prior to a
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<PAGE>
business combination between the corporation and such stockholder, have been an
interested stockholder but for the inadvertent acquisition of ownership;
(6) the business combination is proposed prior to the consummation or
abandonment of and subsequent to the earlier of the public announcement or the
notice required hereunder of a proposed transaction which (i) constitutes one of
the transactions described in the second sentence of this paragraph; (ii) is
with or by a person who either was not an interested stockholder during the
previous 3 years or who became an interested stockholder with the approval of
the corporation's board of directors or during the period described in paragraph
(7) of this subsection (b); and (iii) is approved or not opposed by a majority
of the members of the board of directors then in office (but not less than 1)
who were directors prior to any person becoming an interested stockholder during
the previous 3 years or were recommended for election or elected to succeed such
directors by a majority of such directors. The proposed transactions referred to
in the preceding sentence are limited to (x) a merger or consolidation of the
corporation (except for a merger in respect of which, pursuant to Section 251(f)
of the chapter, no vote of the stockholders of the corporation is required); (y)
a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions), whether as part of a dissolution or
otherwise, of assets of the corporation or of any direct or indirect
majority-owned subsidiary of the corporation (other than to any direct or
indirect wholly-owned subsidiary or to the corporation) having an aggregate
market value equal to 50% or more of either that aggregate market value of all
of the assets of the corporation determined on a consolidated basis or the
aggregate market value of all the outstanding stock of the corporation; or (z) a
proposed tender or exchange offer for 50% or more of the outstanding voting
stock of the corporation. The corporation shall give not less then 20 days
notice to all interested stockholders prior to the consummation of any of the
transactions described in clauses (x) or (y) of the second sentence of this
paragraph; or
(7) The business combination is with an interested stockholder who
became an interested stockholder at a time when the restrictions contained in
this section did not apply by reason of any paragraphs (1) through (4) of this
subsection (b), provided, however, that this paragraph (7) shall not apply if,
at the time such interested stockholder became an interested stockholder, the
corporation's certificate of incorporation contained a provision authorized by
the last sentence of this subsection (b).
Notwithstanding paragraphs (1), (2), (3) and (4) of this subsection, a
corporation may elect by a provision of its original certificate of
incorporation or any amendment thereto to be governed by this section; provided
that any such amendment to the certificate of incorporation shall not apply to
restrict a business combination between the corporation and an interested
stockholder of the corporation if the interested stockholder became such prior
to the effective date of the amendment.
(c) As used in this section only, the term:
(1) "affiliate" means a person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, another person.
(2) "associate," when used to indicate a relationship with any person,
means (i) any corporation, partnership, unincorporated association or other
entity of which such person is a director, officer or partner or is, directly or
indirectly, the owner of 20% or more of any class of voting stock, (ii) any
trust or other estate in which such person has at least a 20% beneficial
interest or as to which such person serves as trustee or in a similar fiduciary
capacity, and (iii) any relative or spouse of such person, or any relative of
such spouse, who has the same residence as such person.
(3) "business combination," when used in reference to any corporation
and any interested stockholder of such corporation, means:
(i) any merger or consolidation of the corporation or any direct
or indirect majority -owned subsidiary of the corporation with (A) the
interested stockholder, or (B) with any other corporation, partnership,
unincorporated association or other entity if the merger or consolidation is
B-2
<PAGE>
caused by the interested stockholder and as a result of such merger or
consolidation subsection (a) of this section is not applicable to the surviving
entity;
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions), except
proportionately as a stockholder of such corporation, to or with the interested
stockholder, whether as part of a dissolution or otherwise, of assets of the
corporation or of any direct or indirect majority-owned subsidiary of the
corporation which assets have an aggregate market value equal to 10% or more of
either the aggregate market value of all the assets of the corporation
determined on a consolidated basis or the aggregate market value of all the
outstanding stock of the corporation;
(iii) any transaction which results in the issuance or transfer
by the corporation or by any direct or indirect majority-owned subsidiary of the
corporation of any stock of the corporation or of such subsidiary to the
interested stockholder, except (A) pursuant to the exercise, exchange or
conversion of securities exercisable for, exchangeable for or convertible into
stock of such corporation or any such subsidiary which securities were
outstanding prior to the time that the interested stockholder became such, (B)
pursuant to a merger under Section 251(g) of this title; (C) pursuant to a
dividend or distribution paid or made, or the exercise, exchange or conversion
of securities exercisable for, exchangeable for or convertible into stock of
such corporation or any such subsidiary which security is distributed, pro rata
to all holders of a class or series of stock of such corporation subsequent to
the time the interested stockholder became such, (D) pursuant to an exchange
offer by the corporation to purchase stock made on the same terms to all holders
of said stock, or (E) any issuance or transfer of stock by the corporation,
provided however, that in no case under (C)-(E) above shall there be an increase
in the interested stockholder's proportionate share of the stock of any class or
series of the corporation or of the voting stock of the corporation;
(iv) any transaction involving the corporation or any direct or
indirect majority -owned subsidiary of the corporation which has the effect,
directly or indirectly, of increasing the proportionate share of the stock of
any class or series, or securities convertible into the stock of any class or
series, of the corporation or of any such subsidiary which is owned by the
interested stockholder, except as a result of immaterial changes due to
fractional share adjustments or as a result of any purchase or redemption of any
shares of stock not caused, directly or indirectly, by the interested
stockholder; or
(v) any receipt by the interested stockholder of the benefit,
directly or indirectly (except proportionately as a stockholder of such
corporation) of any loans, advances, guarantees, pledges, or other financial
benefits (other than those expressly permitted in subparagraphs (i)-(iv) above)
provided by or through the corporation or any direct or indirect majority owned
subsidiary.
(4) "control," including the term "controlling," "controlled by" and
"under common control with," means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting stock, by contract, or
otherwise. A person who is the owner of 20% or more of the outstanding voting
stock of any corporation, partnership, unincorporated association or other
entity shall be presumed to have control of such entity, in the absence of proof
by a preponderance of the evidence to the contrary. Notwithstanding the
foregoing, a presumption of control shall not apply where such person holds
voting stock, in good faith and not for the purpose of circumventing this
section, as an agent, bank, broker, nominee, custodian or trustee for one or
more owners who do not individually or as a group have control of such entity.
(5) "interested stockholder" means any person (other than the
corporation and any direct or indirect majority-owned subsidiary of the
corporation) that (i) is the owner of 15% or more of the outstanding voting
stock of the corporation, or (ii) is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of
the corporation at any time within the 3-year period immediately prior to the
date on which it is sought to be determined whether such person is an interested
stockholder; and the affiliates and associates of such person; provided,
however, that the term "interested stockholder" shall not include (x) any person
who (A) owned shares in excess of the 15%
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<PAGE>
limitation set forth herein as of, or acquired such shares pursuant to a tender
offer commenced prior to, December 23, 1987, or pursuant to an exchange offer
announced prior to the aforesaid date and commenced within 90 days thereafter
and either (I) continued to own shares in excess of such 15% limitation or would
have but for action by the corporation or (II) is an affiliate or associate of
the corporation and so continued (or so would have continued but for action by
the corporation) to be the owner of 15% or more of the outstanding voting stock
of the corporation at any time within the 3-year period immediately prior to the
date on which it is sought to be determined whether such a person is an
interested stockholder or (B) acquired said shares from a person described in
(A) above by gift, inheritance or in a transaction in which no consideration was
exchanged; or (y) any person whose ownership of shares in excess of the 15%
limitation set forth herein is the result of action taken solely by the
corporation provided that such person shall be an interested stockholder if
thereafter such person acquires additional shares of voting stock of the
corporation, except as a result of further corporate action not caused, directly
or indirectly, by such person. For the purpose of determining whether a person
is an interested stockholder, the voting stock of the corporation deemed to be
outstanding shall include stock deemed to be owned by the person through
application of paragraph (8) of this subsection but shall not include any other
unissued stock of such corporation which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(6) "person" means any individual, corporation, partnership,
unincorporated association or other entity.
(7) "Stock" means, with respect to any corporation, capital stock and,
with respect to any other entity, any equity interest.
(8) "Voting stock" means, with respect to any corporation, stock of any
class or series entitled to vote generally in the election of directors and,
with respect to any entity that is not a corporation, any equity interest
entitled to vote generally in the election of the governing body of such entity.
(9) "owner" including the terms "own" and "owned" when used with respect
to any stock means a person that individually or with or through any of its
affiliates or associates:
(i) beneficially owns such stock, directly or indirectly; or
(ii) has (A) the right to acquire such stock (whether such right
is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding, or upon the exercise of conversion
rights, exchange rights, warrants or options, or otherwise; provided, however,
that a person shall not be deemed the owner of stock tendered pursuant to a
tender or exchange offer made by such person or any of such person's affiliates
or associates until such tendered stock is accepted for purchase or exchange; or
(B) the right to vote such stock pursuant to any agreement, arrangement or
understanding; provided, however, that a person shall not be deemed the owner of
any stock because of such person's right to vote such stock if the agreement,
arrangement or understanding to vote such stock arises solely from a revocable
proxy or consent given in response to a proxy or consent solicitation made to 10
or more persons; or
(iii) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (B) of clause (ii) of this paragraph), or
disposing of such stock with any other person that beneficially owns, or whose
affiliates or associates beneficially own, directly or indirectly, such stock.
(d) No provision of a certificate of incorporation or bylaw shall
require, for any vote of stockholders required by this section a greater vote of
stockholders than that specified in this section.
(e) The Court of Chancery is hereby vested with exclusive jurisdiction
to hear and determine all matters with respect to this section. (Last amended by
Ch. 79, L. `95, eff. 7-1-95.)
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721-725 of the New York Law provide for or permit the
indemnification of directors and officers of TrustCo under certain
circumstances. Generally, a corporation may indemnify a director or officer of
the corporation against any judgments, fines, amounts paid in settlement and
reasonable expenses if such director or officer acted, in good faith, for a
purpose which he reasonably believed to be in the best interests of the
corporation and, in criminal actions, had no reasonable cause to believe that
his conduct was unlawful.
Article 11 of TrustCo's Certificate provides that, to the fullest extent
elimination or limitation of director liability is permitted by the New York
Law, no director of the corporation shall be liable to the corporation or its
stockholders for any breach of duty in such capacity.
Article 13, Section 13.2, of the Registrant's Bylaws expressly provides
that no indemnification may be made to or on behalf of any director or officer
if a judgment or other final adjudication adverse to the director or officer
establishes that his acts were committed in bad faith or were the result of an
act of deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not entitled.
Pursuant to a policy of directors' and officers' insurance with total
annual limits of $5,000,000, the directors and officers of Registrant are
insured, subject to the limits, exceptions and other terms and conditions of
such policy, against liability for claims made against them for any actual or
alleged error or misstatement or misleading statement or act or omission or
neglect or breach of duty while acting in their individual or collective
capacities as directors or officers.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are submitted herewith:
5 Legal Opinion of Lewis, Rice & Fingersh, L.C. (regarding
legality);
8 Legal Opinion of Lewis, Rice & Fingersh, L.C. (regarding tax
consequences);
23(a) Consent of KPMG LLP;
23(b) Consent of Lewis, Rice & Fingersh, L.C. (in opinion regarding
legality);
24 Powers of Attorney;
28(a) Letter of Transmittal (Appendix A to Prospectus);
II-1
<PAGE>
28(b) Exchange Agent Agreement; and
99 Section 203 of the DGCL (Appendix B to this Prospectus).
The following exhibits are incorporated by reference herein:
3(a) Amended and Restated Certificate of Incorporation of TrustCo
Bank Corp NY; and
3(b) Amended Bylaws of TrustCo Bank Corp NY.
ITEM 22. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c)
promulgated pursuant to the 1933 Act, the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other Items of
the applicable form.
(2) The Registrant undertakes that every prospectus that (i) is filed
pursuant to paragraph (1) immediately preceding, or (ii) purports to meet the
requirements of Section 10(a)(3) of the 1933 Act, and is issued in connection
with an offering of securities subject to Rule 415 promulgated pursuant to the
1933 Act, will be filed as a part of an amendment to the Registration Statement
and will not be used until such amendment is effective, and that, for purposes
of determining any liability under the 1933 Act, each such post-effective
amendment will be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
will be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions (see Item 20 -- Indemnification
of Directors and Officers), or otherwise, the Registrant has been advised that
in the opinion of the SEC such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer of controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act, and will be governed by the final adjudication of such issue.
(4) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the Prospectus, to each person to whom the Prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the Prospectus, to deliver, or cause to be delivered to each
person to whom the Prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the Prospectus to provide such
interim financial information.
(5) The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
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<PAGE>
(i) to include any prospectus required by Section
10(a)(3) of the 1933 Act;
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement;
notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
(b) that, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(6) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act), that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDe offering thereof.
(7) The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
(8) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Schenectady, State of New
York, on August 8, 2000.
TRUSTCO BANK CORP NY
By:/s/ Robert A. McCormick
--------------------------
Robert A. McCormick
President and Chief Executive
Officer
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on August 8, 2000.
Name Title/Position
---- --------------
/s/ Robert A. McCormick President, Chief Executive Officer
------------------------------------ and Director (principal executive
Robert A. McCormick officer)
/s/ Robert T. Cushing Vice President and Chief Financial
------------------------------------ Officer (principal financial officer
Robert T. Cushing and principal accounting officer)
/s/ Barton A. Andreoli* Director
------------------------------------
Barton A. Andreoli
/s/ Lionel O. Barthold* Director
------------------------------------
Lionel O. Barthold
/s/ M. Norman Brickman* Director
------------------------------------
M. Norman Brickman
/s/ Joseph Lucarelli* Director
Joseph Lucarelli
/s/ Nancy A. McNamara* Director
------------------------------------
Nancy A. McNamara
/s/ Dr. Anthony J. Marinello* Director
------------------------------------
Dr. Anthony J. Marinello
/s/ James H. Murphy, D.D.S.* Director
------------------------------------
James H. Murphy, D.D.S.
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<PAGE>
/s/ Richard J. Murray, Jr.* Director
------------------------------------
Richard J. Murray, Jr.
/s/ Kenneth C. Petersen* Director
------------------------------------
Kenneth C. Petersen
/s/ William D. Powers* Director
------------------------------------
William D. Powers
/s/ William J. Purdy* Director
------------------------------------
William J. Purdy
/s/ William F. Terry* Director
------------------------------------
William F. Terry
*By:
William F. Terry
Attorney-in-fact
II-5
<PAGE>
Reg. S-K
Item 601 EXHIBIT INDEX
Exhibit No.
3(I)a Amended and Restated Certificate of Incorporation of TrustCo
Bank Corp NY, dated July 27, 1993, filed as Exhibit 3(I)a To
TrustCo Bank Corp NY's Quarterly Report on Form 10Q, for the
quarter ended June 30, 1997, is incorporated herein by
reference
3(I)b Certificate of Amendment of the Certificate of Incorporation
of TrustCo Bank Corp NY, dated May 28, 1996, filed as Exhibit
3(I)b to TrustCo Bank Corp NY's Quarterly Report on Form 10Q,
for the quarter ended June 30, 1997, is incorporated herein by
reference
3(I)c Certificate of Amendment of the Certificate of Incorporation
of TrustCo Bank Corp NY, dated May 19, 1997, filed as Exhibit
3(I)c to TrustCo Bank Corp NY's Quarterly Report on Form 10Q,
for the quarter ended June 30, 1997, is incorporated herein by
reference
3(ii)a Amended and Restated By-Laws of TrustCo Bank Corp NY dated
August 18, 1998, filed as Exhibit 3(ii)a to TrustCo Bank Corp
NY's Quarterly Report on Form 10Q for the quarter ended
September 30, 1998, are incorporated herein by reference
5 Legal Opinion of Lewis, Rice & Fingersh, L.C. (regarding
legality)
8 Legal Opinion of Lewis, Rice & Fingersh, L.C. (regarding tax
consequences)
10(a) Employment Agreement dated January 1, 1992 and, Amendment No.
1 dated November 16, 1993, among TrustCo, the Bank and Robert
A. McCormick, incorporated herein by reference
10(b) And Amendment No. 2 dated September 1, 1994, and Amendment No.
3 dated February 13, 1995, filed as Exhibit 10(b) to TrustCo
Bank Corp NY's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, and Amendment No. 4 dated December 1,
1995, to the Employment Agreement dated January 1, 1992,
incorporated herein by reference
10(c) And Schedule A filed as Exhibit 10(c) to TrustCo Bank Corp
NY's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1995, and Amendment No. 5, dated May 1, 1997,
filed as Exhibit 10(e) to TrustCo Bank Corp NY's Quarterly
Report on Form 10Q for the quarter ended June 30, 1997 are
incorporated herein by reference
10(d) Employment Agreement dated June 21, 1994, and Amendment No. 1
dated February 14, 1995, among TrustCo, the Bank and Robert T.
Cushing filed as Exhibit 10(c) to TrustCo Bank Corp NY's
Annual Report on Form 10-K for the fiscal year ended December
31, 1994, and Schedule A updating the Employment Agreement
dated June 21, 1994, filed as Exhibit
10(e) To TrustCo Bank Corp NY's Annual Report on Form 10-K, for the
year ended December 31, 1995, and Amendment No. 2, dated May
1, 1997, filed as Exhibit 10(f) to TrustCo Bank Corp NY's
Quarterly Report on Form 10Q for the quarter ended June 30,
1997, are incorporated herein by reference
II-6
<PAGE>
10(f) Restated Employment Agreement dated June 21, 1994 and
Amendment No. 1 dated February 14, 1995, among TrustCo, the
Bank and Nancy A. McNamara, incorporated herein by reference
10(g) To TrustCo Bank Corp NY's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and Schedule A updating
the Employment Agreement dated June 21, 1994, filed as Exhibit
10(i) to TrustCo Bank Corp NY's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, and Amendment No. 2,
dated May 1, 1997, filed as Exhibit 10(f) to TrustCo Bank Corp
NY's Quarterly Report on Form 10Q for the quarter ended June
30, 1997, are incorporated herein by reference
10(h) Restated Employment Agreement dated June 21, 1994, and
Amendment No. 1 dated February 14, 1995, among TrustCo, the
Bank and Ralph A. Pideon, filed as Exhibit 10(f) to TrustCo
Bank Corp NY's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, and Schedule A updating the
Employment Agreement dated June 21, 1994, filed as Exhibit
10(i) to TrustCo Bank Corp NY's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, and Amendment No. 2
dated May 1, 1997, filed as Exhibit 10(f) to TrustCo Bank Corp
NY's Quarterly Report on Form 10Q for the quarter ended June
30, 1997, are incorporated herein by reference
10(i) Restated Employment Agreement dated June 21, 1994, and
Amendment No. 1 dated February 14, 1995, among TrustCo, the
Bank and William F. Terry, filed as Exhibit 10(e) to Trustco
Bank Corp NY's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, and Schedule A updating the
Employment Agreement dated June 21, 1994, filed as Exhibit
10(i) to TrustCo Bank Corp NY's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, and Amendment No. 2
dated May 1, 1997, filed as Exhibit 10(f) to TrustCo Bank Corp
NY's Quarterly Report on Form 10Q for the quarter ended June
30, 1997, are incorporated herein by reference
10(j) Restated 1985 TrustCo Bank Corp NY Stock Option Plan as
amended and restated effective July 1, 1994, filed as Exhibit
10(h) to TrustCo Bank Corp NY's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, is incorporated
herein by reference
10(k) TrustCo Bank Corp NY Directors Stock Option Plan filed as
Exhibit 10(g) to Trustco Bank Corp NY's Annual Report on Form
10-K for the fiscal year ended December 31, 1993, is
incorporated herein by reference
10(l) Second Restatement of Trustco Bank Supplemental Retirement
Plan among the Bank and each of Robert T. Cushing, Nancy A.
McNamara, Ralph A. Pidgeon, and William F. Terry, dated March
29, 1996, filed as Exhibit 10(m) to TrustCo Bank Corp NY's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, and Amendment No. 1, dated September 15, 1998, filed
as Exhibit 10(a) to TrustCo Bank Corp NY's Quarterly Report on
form 10Q for the quarter ended September 30, 1998, are
incorporated herein by reference
II-7
<PAGE>
10(m) Restated Agreement for Supplemental Retirement Benefits for
Robert A. McCormick, dated June 4, 1994 and Amendment No. 1
dated December 1, 1995, filed as Exhibit 10(m) to TrustCo Bank
Corp NY's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and Amendment No. 2, dated March 29, 1996,
filed as Exhibit 10(l) to TrustCo Bank Corp NY's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996, and
Amendment No. 3, dated September 15, 1998, filed as Exhibit
10(c) to TrustCo Bank Corp NY's Quarterly Report on Form 10Q
for the quarter ended September 30, 1998, are incorporated
herein by reference
10(n) Restatement of Trustco Bank Executive Officer Incentive Plan,
dated March 29, 1996, filed as Exhibit 10(n) to TrustCo Bank
Corp NY's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, Amendment No. 1, to Restatement of Trustco
Bank Executive Officer Incentive Plan, dated October 21, 1997,
filed as Exhibit 10(n) to TrustCo Bank Corp NY's Annual Report
on Form 10K for the fiscal year ended December 31, 1997, and
Amendment No. 2, dated September 15, 1998, filed as Exhibit
10(b) to TrustCo Bank Corp NY's quarterly Report on Form 10Q,
for the quarter ended September 30, 1998, are incorporated
herein by reference
10(o) 1995 TrustCo Bank Corp NY Stock Option Plan, dated June 20,
1995, filed on Form S-8 (file No. 33-60409) dated June 20,
1995, is incorporated herein by reference
10(p) TrustCo Bank Corp NY Performance Bonus Plan, dated May 19,
1997, filed as Exhibit 10(a) and Performance Bonus Unit
Agreement Under TrustCo Bank Corp NY Performance Bonus Plan,
filed as Exhibit 10(b) to TrustCo Bank Corp NY's quarterly
Report on Form 10Q for the quarter ended June 30, 1997, are
incorporated herein by reference
10(q) TrustCo Bank Corp NY Directors Performance Bonus Plan dated
May 19, 1997, filed as Exhibit 10(c) and Performance Bonus
Unit Agreement Under TrustCo Bank Corp NY Directors
Performance Bonus Plan, filed as Exhibit 10(d) to TrustCo Bank
Corp NY's Quarterly Report on Form 10Q, for the quarter ended
June 30, 1997, are incorporated herein by reference
23(a) Consent of KPMG LLP
23(b) Consent of Lewis, Rice & Fingersh, L.C. (in opinion regarding
legality)
24 Powers of Attorney
28(a) Letter of Transmittal (Appendix A to Prospectus)
28(b) Exchange Agent Agreement
99 Section 203 of the DGCL (Appendix B to Prospectus)
II-8
