Filed by TrustCo Bank Corp NY Pursuant to Rule 425
under the Securities Act of 1933 and deemed filed pursuant
to Rule 14d-2 of the Securities Exchange Act of 1934 Subject
Company: Cohoes Bancorp, Inc.(Commission File No.
000-25027)
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Cohoes Bancorp Shareholders
Your Management Has Failed You
* Management FAILED when it chose to pay $2.0 million in termination fees
to SFS Bancorp, Inc. rather than complete its proposed merger;
* Management FAILED to deliver to its shareholders an adequate return on
average equity;
* Management FAILED to run an efficient company.
In fiscal 1999, Cohoes' CEO Harry Robinson received a 27% salary increase,
notwithstanding a 41% decrease in Cohoes' net income during this period.
Cohoes' management is now proposing an amendment to its stock option and
restricted stock plans which enriches select employees and directors.
The management of your company will not negotiate with TrustCo. Instead they
want TrustCo to sign a confidentiality agreement, which would prevent it from
taking actions to acquire Cohoes for up to 18 months.
KEEP YOUR OPTIONS OPEN
We urge you to vote on the white proxy card as follows:
* VOTE "FOR" THE ELECTION OF THE TRUSTCO NOMINEES TO THE COHOES BOARD OF
DIRECTORS.
* VOTE "AGAINST" THE AMENDMENT TO THE STOCK OPTION PLAN.
The TrustCo offer.
Better for the shareholders. Better for the community.
TrustCo Bank Corp NY has filed Tender Offer Statements with the United States
Securities and Exchange Commission because its offer to acquire Cohoes Bancorp,
Inc. Has been rejected. We urge investors to carefully read these documents at
the time they are filed because they will contain important information
regarding the proposed acquisition. These documents will be available for free
to any investor at the United States Securities and Exchange Commission's
website (www.sec.gov). Shareholders of TrustCo and Cohoes may obtain a free copy
of these documents upon written request to TrustCo Bank Corp NY, 320 State
Street, Schenectady, New York 12305, Attention: Secretary.
TRUSTCO BANK CORP NY
