Filed by TrustCo Bank Corp NY Pursuant to Rule 425
under the Securities Act of 1933 and deemed filed pursuant
to Rule 14d-2 of the Securities Exchange Act of 1934 Subject
Companie: Cohoes Bancorp, Inc.(Commission File No.
000-25027)
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(Logo) TrustCo Bank Corp, NY
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Subsidiaries: Trustco Bank, National Assciation Robert A. McCormick
Trustco Savings Bank President & CEO
August 10, 2000
Dear Cohoes Shareholder:
Institutional Shareholder Services (ISS), a leading independent proxy advisor
firm, concluded in their August 9, 2000 Report on the Cohoes/Hudson merger,
"THAT [COHOES BANCORP, INC.] SHAREHOLDERS WOULD BE BEST SERVED BY VOTING AGAINST
THE PENDING MERGER OF EQUALS, THEREBY GIVING THE BOARD ENCOURAGEMENT AND
OPPORTUNITY TO FULLY EXPLORE THE TWO PREMIUM-PRICED BIDS THAT ARE NOW ON THE
TABLE."
Before making their recommendation, ISS spoke with Harry Robinson and Carl
Florio, the CEOs of Cohoes and Hudson respectively, in a joint meeting, and
William Terry, a director and Secretary of TrustCo, and John Lisicki, CEO of
Ambanc, independently.
IT'S NOT TOO LATE. Even if you have voted for the acquisition of Cohoes by
Hudson River you can change your vote. Please vote AGAINST, or ABSTAIN, and keep
your options open. (Remember, you can vote at the August 17th Cohoes Shareholder
Meeting. I'll see you there.)
Sincerely,
/s/Robert A. McCormick
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Robert A. McCormick
President and
Chief Executive Officer
P.S. Attached is information relating to a Federal class action lawsuit filed on
August 7, 2000.
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TrustCo Bank Corp NY intends to file Tender Offer Statements with the United
States Securities and Exchange Commission because its offers to acquire Cohoes
Bancorp, Inc. and Hudson River Bancorp, Inc. have been rejected. We urge
investors to carefully read these documents at the time they are filed because
they will contain important information regarding the proposed acquisitions.
These documents will be available for free to any investor at the United States
Securities and Exchange Commission's web site (WWW.SEC.GOV). Shareholders of
TrustCo, Cohoes and Hudson River may obtain a free copy of these documents upon
written request to TrustCo Bank Corp NY, 320 State Street, Schenectady, New York
12305, Attention: Secretary.
TrustCo has obtained the consent of International Shareholder Services to use
the portion of their Report cited above.
<PAGE>
ATTENTION: COHOES BANCORP, INC. SHAREHOLDERS
A class action lawsuit filed in Federal Court on August 7, 2000,* contains
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the following statements:
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"Defendant Harry L. Robinson President and Chief Executive Officer is to
receive restricted stock with an estimated value of $853,000."
"the Hudson River merger agreement provides for a six-year employment
agreement for Defendant Harry L. Robinson... at a salary of at least
$460,000."
"each Director of Cohoes... who does not become a Director of the surviving
entity... may receive up to $189,000 each over the next six years."
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"Upon information and belief, prior to rejecting the TrustCo offer, the Cohoes
Board of Directors did not negotiate with TrustCo to determine whether TrustCo
would increase its offer.."
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"The TrustCo proposal provides significantly greater shareholder benefit
than the Hudson River merger."
"the total value of the TrustCo offer is approximately $127 million, while
the total value of the Hudson River merger, as of the date of announcement
of the merger, is approximately $89 million."
IT'S NOT TOO LATE.
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Even if you have voted for the acquisition of Cohoes by Hudson River, you
can change your vote. Please vote AGAINST, or ABSTAIN, and keep your
options open.
THE TRUSTCO OFFER. BETTER FOR THE SHAREHOLDERS. BETTER FOR THE COMMUNITY.
TrustCo Bank Corp NY intends to file Tender Offer Statements with the United
States Securities and Exchange Commission because its offers to acquire Cohoes
Bancorp, Inc. and Hudson River Bancorp, Inc. have been rejected. We urge
investors to carefully read these documents at the time they are filed because
they will contain important information regarding the proposed acquisitions.
These documents will be available for free to any investor at the United States
Securities and Exchange Commission's web site (www.sec.gov). Shareholders of
TrustCo, Cohoes and Hudson River may obtain a free copy of these documents upon
written request to TrustCo Bank Corp NY, 320 State Street, Schenectady, NY
12305, Attention: Secretary.
TrustCo has not obtained the consent of Mr. Shepherd or his attorneys to use the
portions of the class action lawsuit cited above.
*UNITED STATES DISTRICT COURT, NORTHERN DISTRICT OF NEW YORK. John D. Shepherd,
Individually and on behalf of the Shareholders of the Common Stock of COHOES
BANCORP, INC., - against - COHOES BANCORP, INC., DUNCAN S. MacAFFER, HARRY L.
ROBINSON, ARTHUR E. BOWEN, PETER G. CASABONNE, MICHAEL L. CROTTY, CHESTER C.
DeLaMATER, FREDERICK G. FIELD, JR., J. TIMOTHY O'HEARN, R. DOUGLAS PATON, WALTER
H. SPEIDEL, and DONALD A. WILSON.
