SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant []
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Cohoes Bancorp, Inc.
-------------------------------------------------
(Name of Registrant as Specified In Its Charter)
TrustCo Bank Corp NY
--------------------------------------------------------
(Name of Person(s) Filling Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
5) Total fee paid:
.......................................................................
[ ] Fee previously paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
PROXY STATEMENT
OF
TRUSTCO BANK CORP NY
IN OPPOSITION TO THE MANAGEMENT OF
COHOES BANCORP, INC.
2000 Annual Meeting of Cohoes Bancorp, Inc. Stockholders
*Please sign, date and return the enclosed WHITE Proxy Card*
This proxy statement and the accompanying white proxy card are being
furnished to stockholders of Cohoes Bancorp, Inc. ("Cohoes") by TrustCo Bank
Corp NY, a New York corporation ("TrustCo"), in connection with the solicitation
of proxies from Cohoes stockholders which are to be used at the 2000 Annual
Meeting of Stockholders ("Annual Meeting") of Cohoes, including any
adjournments, postponements or reschedulings thereof. Cohoes has not yet
announced the record date for determining stockholders entitled to notice of and
to vote at the Annual Meeting (the "Record Date") or the date of the Annual
Meeting. Stockholders of record at the close of business on the Record Date will
be entitled to one vote for each share of Cohoes common stock, par value $.01
per share, held on the Record Date. TrustCo, together with all of the
participants in this solicitation, beneficially owns 100,000 shares of Cohoes
common stock, representing 1.3% of the total Cohoes common stock outstanding. It
is expected that the Cohoes proxy statement will state the number of shares
issued, outstanding and entitled to vote on the Record Date. As of June 22,
2000, based on the information contained in Cohoes' proxy statement/prospectus
dated July 11, 2000, Cohoes had 7,912,255 shares of common stock outstanding and
approximately 4,600 record owners.
Based upon information contained in Cohoes' 1999 Annual Meeting proxy
statement, at the 2000 Annual Meeting, Cohoes stockholders are expected to be
asked to consider and vote upon the following matters:
1. The election of four directors, each to serve for a three year term of
office; and
2. The ratification of the appointment of Arthur Andersen LLP as Cohoes'
independent public accountants.
We believe that the actions of Cohoes' current Board of Directors, most
recently the unsuccessful attempt to merge with Hudson River Bancorp, Inc., call
into question whether the current Board of Directors is acting in the best
interests of all Cohoes stockholders. TrustCo is soliciting proxies to obtain
representation on the Cohoes Board, and to demonstrate stockholder
dissatisfaction with recent actions of the Cohoes Board of Directors and
management, including, in particular, the failure by the Cohoes Board of
Directors to consider TrustCo's proposal to acquire Cohoes at a significantly
higher price than that offered to Cohoes stockholders as part of the failed
Cohoes- Hudson River Bancorp merger. We are convinced that a more thorough
review of Cohoes' strategic alternatives, and a greater commitment to pursuing
stockholders' interests, can only be realized by having new directors on the
Cohoes Board. Therefore, TrustCo is soliciting your proxy in support of the
election of Thomas P. Collins and Thomas O. Maggs to the Cohoes Board of
Directors. Their backgrounds are described below. This proxy statement and White
Proxy Card are being first mailed or furnished to stockholders on or about
September _____, 2000.
WE URGE YOU NOT TO RETURN ANY PROXY CARD SENT TO YOU BY COHOES.
THIS SOLICITATION IS BEING MADE BY TRUSTCO
AND NOT ON BEHALF OF THE COHOES BOARD OF DIRECTORS OR MANAGEMENT
Your vote is important, no matter how many or how few shares you own. We
urge you to mark, sign, date and return the enclosed WHITE proxy card in the
enclosed postage-paid envelope to vote FOR the election of Thomas P. Collins and
Thomas O. Maggs to the Board of Directors. TrustCo makes no recommendation with
respect to the ratification of Arthur Andersen LLP as Cohoes' independent
auditors.
<PAGE>
When you return our proxy card you are voting for Messrs. Collins and
Maggs. However, since we are only running two nominees for the four Board of
Director seats, if TrustCo's nominees are elected, two other nominees of either
Cohoes or Ambanc Holding Co., Inc. who receive the highest number of shares
voted will also be elected. There is no assurance that any of the other persons
nominated to the Cohoes Board will serve as Directors if our nominees are
elected to the Board. A plurality of the votes cast will determine who will be
elected to the Cohoes Board of Directors.
THE COHOES BOARD HAS FAILED TO MAXIMIZE STOCKHOLDER VALUE
THE FACTS
---------
o In October 1998 Cohoes terminated its merger agreement with SFS
Bancorp, Inc. The Break-up Fee that Cohoes had to pay SFS Bancorp,
Inc. totaled $2.0 million.(1)
o In connection with the Cohoes/Hudson merger, Cohoes' President and
Chief Executive Officer was to receive an employment agreement with a
six year term, which significantly exceeds industry norms.(2)
o Cohoes' Chief Executive Officer received a 27% increase in his salary
for fiscal year 1999 as compared to 1998, notwithstanding a 41%
decrease in Cohoes' net income during this period.(1)(3)
o Cohoes' return on average equity was 2.53% for fiscal year 1999. For
the nine months ended March 31, 2000, Cohoes return on average equity
was 4.52%. These ratios are far below Cohoes' peer group.(2)(4)
o For the fiscal year ended June 30, 1999, Cohoes' efficiency ratio
(normally determined by dividing non-interest expense by net interest
income plus non-interest income) was 79.79%. The higher the efficiency
ratio, the less efficiently the institution is operated. The average
efficiency ratio for New York-based thrifts was 48.03% as of March 31,
2000.(4)
o Cohoes' IPO price was $10 per share. On April 25, 2000, the last
trading day before public announcement of the Cohoes-Hudson River
Bancorp, Inc. merger, the last reported price of the Cohoes common
stock was $9.813(2) -- A NEGATIVE RETURN ON YOUR INVESTMENT. We
believe that the most recent increases in Cohoes' common stock price
reflect takeover speculation. What will happen to Cohoes' stock price
if there is no takeover of Cohoes?
OBJECTIVES OF TRUSTCO
TrustCo is a bank holding company headquartered in Schenectady, New York,
that operates through its bank subsidiaries Trustco Bank, National Association
and Trustco Savings Bank, which have 54 offices in upstate New York. As of June
30, 2000, TrustCo had total assets of approximately $2.4 billion and
stockholders' equity of $176.1 million. TrustCo's return on average equity was
24.30% (on an annualized basis) and 22.52% for the six months ended June 30,
2000 and the fiscal year ending December 31, 1999, respectively.
After careful analysis of the operations, management, and financial
performance of Cohoes, we have concluded that the strategic decisions and
ongoing actions of the current Board and management have not been in the best
interests of stockholders.
---------------------------
(1) Based on information contained in Cohoes Bancorp, Inc. Annual Report on Form
10-K for the year ended June 30, 1999 ("1999 10-K").
(2) Based on information contained in Cohoes Bancorp, Inc's proxy/prospectus
dated July 11, 2000.
(3) Based on information contained in Cohoes Bancorp, Inc's proxy statement for
its 1999 Annual Meeting of Stockholders and 1999 Form 10-K.
(4) Based on information contained in SNL's Quarterly Thrift Digest, June 2000,
for New York Thrifts. TrustCo did not obtain SNL's consent to quote this
information.
2
<PAGE>
On June 9, 2000, TrustCo made an offer to acquire Cohoes. This offer was
extended in letters delivered to the Board of Directors of Cohoes. On June 23,
2000, Cohoes summarily rejected TrustCo's offer. Consequently, on June 26, 2000,
TrustCo announced its intention to initiate a tender offer to acquire Cohoes
common stock directly from Cohoes stockholders in an exchange offer. Our offer
was for $16.00 in TrustCo stock, which substantially exceeded the price offered
by the Hudson River Bancorp merger. We have filed a registration statement with
the Securities and Exchange Commission relating to our offer.
On August 17, 2000, Cohoes stockholders rejected a proposed merger with
Hudson River Bancorp, Inc. We believe that the Cohoes Board of Directors should
respect that vote and begin discussions and negotiations with TrustCo, with the
goal of combining our companies. We believe that your vote against the Hudson
River/Cohoes merger sent a strong message to the Cohoes Board of Directors that
you want to preserve your opportunity to accept the superior value represented
by TrustCo's offer. We believe that by electing TrustCo's nominees to the Cohoes
Board you will send the message that you are interested in obtaining more value
for your shares, and that you will reject transactions that perpetuate
management at any cost to you as stockholders.
WE BELIEVE THAT OUR NOMINEES WILL PROTECT YOUR INTERESTS BY GUARANTEEING
THAT THE COHOES BOARD WILL CONSIDER THE TRUSTCO OFFER AND WILL ACT IN THE
BEST INTEREST OF ALL STOCKHOLDERS.
For these reasons, we have decided to initiate a proxy contest to gain two
seats on the Board of Directors. If our nominees, Thomas P. Collins and Thomas
O. Maggs, are elected and take office as directors, each intends to
simultaneously:
o consider a review of the outstanding proposals to acquire Cohoes;
o ask the Board of Directors to contact representatives of TrustCo
regarding the possibility of entering into a negotiated transaction;
and
o seek a mutually acceptable termination of the Hudson River Bancorp
Lock-up Option.
Because Mr. Collins and Mr. Maggs would, if elected, constitute a minority
of the Board of Directors, any action authorizing a negotiated transaction with
TrustCo or another financial institution would require the approval of other
directors of Cohoes. However, we believe that such action will be more likely if
there are persons elected to the Board of Directors who are committed to
achieving such results.
Your vote is important, no matter how many or how few shares you own. We
urge you to sign, date and return the enclosed WHITE proxy card today to vote
for the election of Thomas P. Collins and Thomas O. Maggs.
Mr. Collins and Mr. Maggs are committed, subject to their fiduciary duties
to Cohoes' stockholders, to giving all Cohoes stockholders the opportunity to
receive the maximum value for their shares by entering into negotiations with
TrustCo. A vote for Mr. Collins and Mr. Maggs will enable you as the owners of
Cohoes to send a message to the Board that you are committed to entering into a
negotiated transaction with TrustCo as a means of maximizing the value of your
shares.
Further information regarding TrustCo is contained at Schedule I to this
Proxy Statement.
3
<PAGE>
HOW TO VOTE BY PROXY
To elect our nominees to the Board, promptly complete, sign, date and mail
the enclosed WHITE proxy card in the enclosed postage-paid envelope. Whether you
plan to attend the Annual Meeting or not, we urge you to complete and return the
enclosed WHITE proxy card. Any proxy may be revoked at any time prior to the
time a vote is taken by delivering to the Secretary of Cohoes a notice of
revocation bearing a later date, by delivering a duly executed proxy bearing a
later date or by attending the Annual Meeting and voting in person (but
attendance at the Annual Meeting will not by itself constitute revocation of a
prior-delivered proxy).
Properly executed proxies will be voted in accordance with the directions
indicated thereon. If you sign the WHITE proxy card but do not make any specific
choices, your proxy will vote your shares as follows:
Proposal 1.
----------
- "FOR" the election of our two nominees to the Board of Directors - Thomas
P. Collins and Thomas O. Maggs.
Proposal 2.
----------
- "ABSTAIN" as to the ratification of Arthur Andersen LLP as independent
public accountants - We do not make a recommendation with respect to this
proposal.
If any other matter is presented at the Annual Meeting, your proxy will be
voted in accordance with the best judgment of the persons named on the attached
proxy card. At the time of mailing this Proxy Statement, we know of no matters
that needed to be acted on at the Annual Meeting, other than those discussed in
this Proxy Statement.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only that entity can vote your
shares and only upon its receipt of your specific instructions. Accordingly,
please contact the person responsible for your account at such entity and
instruct that person to execute and return the WHITE proxy card on your behalf.
You should also sign, date and mail the WHITE proxy card your broker or banker
sends you when you receive it. Please do this for each account you maintain to
ensure that all of your shares are voted.
REMEMBER, YOUR LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS, SO RETURN THE
WHITE CARD EVEN IF YOU PREVIOUSLY MAILED IN A PROXY.
If you have any questions or need assistance in voting your shares, please
call:
Georgeson Shareholder Communications, Inc.
17 State Street
10th Floor
New York, New York 10004
Telephone Toll Free 1-800-223-2064
This Proxy Statement relates solely to the solicitation of proxies in
connection with the matters to be considered at the Cohoes' Annual Meeting and
is neither an offer to sell any shares of TrustCo Common Stock nor a request for
the tender of Cohoes Common Stock. The TrustCo exchange offer is being
registered under the Securities Act of 1933 and is being made only by means of a
Prospectus and related letter of transmittal, which will be mailed separately to
Cohoes stockholders.
Once it is available, please refer to the Cohoes' proxy statement for a
full description of management's proposals, the securities ownership of Cohoes'
directors and executive officers, information about Cohoes' officers and
directors, including compensation, information about the ratification of the
appointment of Arthur Andersen LLP as independent auditors and the date by which
stockholders must submit proposals for inclusion in the next Annual Meeting.
4
<PAGE>
MATTERS TO BE DECIDED AT THE ANNUAL MEETING
Proposal 1. Election of Four Directors to a Three-Year Term of Office
The Company currently has eleven directors, and the terms of four of these
directors will expire at the Annual Meeting. TrustCo proposes that stockholders
elect Thomas P. Collins and Thomas O. Maggs to fill two of the seats open for
election at the Annual Meeting. Set forth below is information concerning Mr.
Collins' and Mr. Maggs' principal occupation, experience and certain other
matters. If elected, Mr. Collins and Mr. Maggs would hold office until the 2003
annual meeting of stockholders and until their successors have been elected and
qualified. Although TrustCo has no reason to believe that Mr. Collins or Mr.
Maggs would be unable to serve as a Cohoes director, if either of them is unable
to serve or for good cause will not serve, the persons named as proxies on the
WHITE proxy card will vote for the election of another nominee or nominees as
may be proposed by TrustCo.
To date, the incumbent Cohoes Board of Directors has resisted TrustCo's
attempts to negotiate a merger of Cohoes with TrustCo. If elected, Mr. Collins
and Mr. Maggs will, subject to their fiduciary duties, seek the prompt review of
TrustCo's offer to acquire Cohoes and any other potential transaction that will
maximize stockholder value. Mr. Collins and Mr. Maggs will evaluate all offers
on the basis of the value of the consideration offered, the ability of the
offeror to finance the bid, the quality and prospects of any non-cash
consideration offered (including the financial condition of any offeror that is
offering non-cash consideration), and the timing and likelihood of receiving
necessary regulatory approvals.
Mr. Collins and Mr. Maggs would comprise only two directors on Cohoes'
eleven member board. Consequently there can be no assurance that Cohoes' Board
of Directors will agree to enter into discussions with TrustCo even if Mr.
Collins and Mr. Maggs are elected.
Mr. Collins and Mr. Maggs disclaim any beneficial interest in any shares of
Cohoes common stock owned by TrustCo.
Thomas P. Collins, CPA, is 64 years old and his address is 19 Red Oak Lane,
Renssalaer, New York. For the past 10 years, Mr. Collins has been the President
and owner of The Preferred Group, an Albany based business specializing in
employee benefits advisory services. Mr. Collins also serves as a director of
the following organizations: Capital District Physicians' Health Plan, Mason
Insurance Co. and Universal Benefits, Inc. Mr. Collins is a United States
citizen.
Thomas O. Maggs is 55 years old and his address is 18 Sunnyside Road,
Scotia, New York. For the past 13 years, Mr. Maggs has been the President of
Maggs & Zack, business insurance brokers. Mr. Maggs is a trustee of the
Rensselaerville Institute and a member of the Commission of New York State
Historic Sites and Parks. Mr. Maggs is a United States citizen.
During the last ten years: (i) none of TrustCo, Mr. Collins or Mr. Maggs,
to the best of their knowledge, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); and (ii) none of
TrustCo, Mr. Collins or Mr. Maggs, to the best of their knowledge, has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws, or finding any violation with
respect to such laws.
The voting power over Cohoes' securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Schedule II lists certain information regarding TrustCo, Mr. Collins and
Mr. Maggs, including their holdings of Cohoes common stock and transactions in
the common stock during the last two years.
Except as set forth herein, neither TrustCo, Mr. Collins nor Mr. Maggs is
now, or within the past year has been, a party to any contract, arrangement or
understanding with any person with respect to any securities of Cohoes
5
<PAGE>
(including, but not limited to, joint ventures, loan or option arrangements,
puts or calls, guarantees against loss or guarantees of profit, division of
losses or profits, or the giving or withholding of proxies).
There are no material proceedings to which TrustCo or any of its associates
is a party adverse to Cohoes or any of its subsidiaries or has a material
interest adverse to Cohoes or any of its subsidiaries. Except as described
herein, neither TrustCo, Mr. Collins, Mr. Maggs, nor any associate of such
persons has any interest in the matters to be voted upon at the Annual Meeting,
other than an interest, if any, as a stockholder of Cohoes.
Except as described herein or in Schedule II, neither TrustCo, Mr. Collins,
Mr. Maggs nor any associate of such persons: (1) has engaged in or has a direct
or indirect interest in any transaction or series of transactions since the
beginning of Cohoes' last fiscal year, or in any currently proposed transaction,
to which Cohoes or any of its subsidiaries is a party where the amount involved
was in excess of $60,000; (2) has been indebted to Cohoes or any of its
subsidiaries; (3) has borrowed any funds for the purpose of acquiring or holding
any securities of Cohoes, or is presently, or has been within the past year, a
party to any contract, arrangement or understanding with any person with respect
to either any securities of Cohoes, any future employment by the Cohoes or its
affiliates, or any future transaction to which Cohoes or any of its affiliates
will or may be a party; or (4) is the beneficial or record owner of any
securities of Cohoes or any parent or subsidiary thereof.
Proposal 2. Ratification of Arthur Andersen LLP as Cohoes' independent public
accountants
In the past, Cohoes has asked stockholders to ratify the solicitation of
Arthur Andersen LLP as Cohoes' independent public accountants. We are providing
the means for stockholders to vote on the ratification of Arthur Andersen LLP as
Cohoes' independent public accountants for the year ending June 30, 2001.
TrustCo, however, does not make a recommendation with respect to such
ratification.
Other Matters
TrustCo anticipates that Cohoes' proxy statement will contain information
regarding: (1) securities ownership of 5% or more beneficial ownership and
management; (2) the committees of Cohoes' Board of Directors; (3) the meetings
of the Board of Directors and all committees thereof; (4) the background of the
management nominees to the Board of Directors; (5) the compensation and
remuneration paid and payable to Cohoes' directors and management; (6) stock
price performance; and (7) the submission of stockholder proposals at the Annual
Meeting of stockholders. TrustCo has no knowledge of the accuracy of Cohoes'
disclosures in its proxy materials.
Solicitation of Proxies
Proxies will be solicited by mail, telephone, telecopy, telegraph, the
Internet, newspapers and other publications of general distribution and in
person. Directors, officers and certain employees of TrustCo and the other
participants listed on Schedule II hereto may assist in the solicitation of
proxies without any additional remuneration (except as otherwise set forth in
this proxy statement). The expenses to conduct the solicitation are expected to
be $__________, of which $_________ has been spent as of the date of this proxy.
TrustCo has retained Georgeson Shareholder Communications, Inc.
("Georgeson") for solicitation and advisory services in connection with
solicitations relating to the Annual Meeting, for which Georgeson is to receive
a fee of $25,000 in connection with the solicitation of proxies for the Annual
Meeting. TrustCo has also agreed to reimburse Georgeson for out-of-pocket
expenses and to indemnify Georgeson against certain liabilities and expenses,
including reasonable legal fees and related charges, in connection with its
solicitation activities. Georgeson will solicit proxies for the Annual Meeting
from individuals, brokers, banks, bank nominees and other institutional holders.
In addition, TrustCo has retained Georgeson to act as information agent in
connection with the TrustCo offer. TrustCo has agreed that it will pay a fee of
$10,000 to Georgeson for services as information agent, reimburse Georgeson for
out-of-pocket expenses and to indemnify Georgeson against certain liabilities
and expenses, including reasonable legal fees and related charges, in connection
with its engagement as information agent.
6
<PAGE>
Directors, officers and certain employees of TrustCo may assist in the
solicitation of proxies without any additional remuneration. The entire expense
of soliciting proxies for the Annual Meeting by or on behalf of TrustCo is being
borne by TrustCo.
YOUR VOTE IS IMPORTANT
o No matter how many shares you own, we are seeking your support.
o Please vote for Thomas P. Collins and Thomas O. Maggs by signing,
dating, and mailing in the enclosed postage-paid envelope the enclosed
WHITE proxy card as soon as possible. Only your latest dated proxy
counts.
o Even if you have already returned a proxy to Cohoes' Board of
Directors, you have every legal right to revoke it by signing, dating,
and mailing the enclosed WHITE proxy card or by voting in person at
the Annual Meeting.
You Can Call If You Have Questions
If you have any questions or require any assistance, please contact William
F. Terry, TrustCo Bank Corp NY at 518-381-3611, or our proxy solicitors,
Georgeson Shareholder Communications, Inc. toll free at 1-800-223- 2064.
We believe that it is in your best interest to elect our nominees as
Directors at the Annual Meeting. TrustCo strongly recommends a vote for our
nominees, Thomas P. Collins and Thomas O. Maggs.
Sincerely,
Robert A. McCormick
President and Chief Executive Officer
PLEASE SIGN AND DATE YOUR WHITE PROXY CARD AND RETURN IT IN THE ENCLOSED
ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS NECESSARY.
7
<PAGE>
SCHEDULE I
CERTAIN INFORMATION ABOUT TRUSTCO
TrustCo is a bank holding company registered under the Bank Holding Company
Act. Its principal executive offices are located at 320 State Street,
Schenectady, New York 12305, and its telephone number at that location is (518)
377-3311.
TrustCo provides a full range of financial and fiduciary services through
its bank subsidiaries, Trustco Bank, National Association, and Trustco Savings
Bank, which have 54 banking offices in the upstate New York area. As of June 30,
2000, TrustCo had, on a consolidated basis, total assets of approximately $2.4
billion, total deposits of approximately $2.0 billion and total stockholders'
equity of approximately $176.1 million. On July 28, 2000, TrustCo completed its
cash acquisition of Landmark Community Bank ("Landmark"), Canajoharie, New York
for $21.00 per share.
TrustCo's Registration Statement relating to the exchange offer for Cohoes
common stock (the "Exchange Offer"), which contains the Exchange Offer
prospectus and the related letter of transmittal, has been filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended. TrustCo is subject to the informational filing requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, is obligated to file reports, proxy statements and other
information with the Commission relating to its business, financial condition
and other matters. Information as of particular dates concerning TrustCo's
directors and officers, their remuneration, options granted to them, the
principal holders of TrustCo's securities and any material interests of such
persons in transactions with TrustCo is required to be disclosed in a proxy
statement distributed to TrustCo's stockholders and filed with the Commission.
The Registration Statement and such reports, proxy statements and other
information should be available for inspection at the public reference
facilities of the Commission at 450 fifth Street, NW, Washington, D.C. 20549,
and at the regional offices of the Commission located at Seven World Trade
Center, Suite 1300, New York, NY 10048 and 500 West Madison Street, Suite 1400,
Chicago, IL 60661 (call 1-800-SEC-0330 for hours). Copies of such information
should be obtainable by mail, upon payment of the Commission's customary
charges, by writing to the Commission's principal office at 450 Fifth Street,
NW, Washington, D.C. 20549-6009. The Commission also maintains an Internet
website at http:ww.sec.gov that contains the Registration Statement and the
reports, proxy statements and other information filed electronically by TrustCo.
8
<PAGE>
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF TRUSTCO AND OTHER PERSONS WHO MAY SOLICIT PROXIES
The following table sets forth the name and title of persons who may be
deemed to be participants on behalf of TrustCo in the solicitation of proxies
from the stockholders of Cohoes.
DIRECTORS AND EXECUTIVE OFFICERS OF TRUSTCO
Name Positions
---------------------------- ---------------------------
Robert A. McCormick President, Chief Executive Officer and Director
Barton A. Andreoli Director
Lionel O. Barthold Director
Joseph Lucarelli Director
Nancy A. McNamara Vice President and Director
Dr. Anthony J. Marinello Director
James H. Murphy, D.D.S. Director
Richard A. Murray, Jr. Director
Kenneth C. Peterson Director
William D. Powers Director
William Purdy Director
Robert T. Cushing Vice President and Chief Financial Officer
William F. Terry Secretary and Director
As of the date of this Proxy Statement, TrustCo beneficially owns 100,000
shares of common stock of Cohoes Bancorp, Inc. Neither Mr. Collins nor Mr. Maggs
beneficially owns shares of Cohoes common stock, nor have they purchased or sold
any shares of Cohoes common stock within the past two years. Other than as set
forth herein, as of the date of this Proxy Statement, neither TrustCo nor any of
the other participants listed in this Schedule II has any interest, direct or
indirect, by security holdings or otherwise in Cohoes.
Mr. Collins' business address is: 24 Madison Avenue Extension
Albany, New York 12203
Mr. Maggs' business address is: 501 State Street
Schenectady, New York 12305
Set forth below are the transactions in Cohoes common stock by TrustCo
during the past two years. All transactions were made as open market purchases.
Date of Transaction Shares Price
------------------- -------------- -----------------
04/28/2000 8,500 $ 11.375
04/28/2000 13,500 11.6875
05/01/2000 10,000 11.5625
05/01/2000 5,000 11.50
05/03/2000 25,000 11.50
05/03/2000 7,500 11.50
05/04/2000 4,000 11.50
05/05/2000 2,500 11.50
05/08/2000 6,000 11.50
05/08/2000 4,000 11.50
05/09/2000 4,000 11.50
05/11/2000 10,000 11.3125
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF TRUSTCO BANK CORP NY
IN OPPOSITION TO THE SOLICITATION BY
COHOES BANCORP INC.'S BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints William F. Terry and Robert T. Cushing and each
or any of them, attorneys and proxies of the undersigned with full power of
substitution to vote all shares of common stock, par value $.01 per share, of
Cohoes Bancorp, Inc. (the "Company"), which the undersigned is entitled to vote
at the Annual Meeting of Stockholders or any adjournment(s) or postponement(s)
or reschedulings thereof (the "Meeting"), as follows:
1. ELECTION OF DIRECTORS - TRUSTCO NOMINEES
TrustCo's nominees are: Thomas P. Collins and Thomas O. Maggs.
____ FOR ___ WITHHOLD AUTHORITY
(Authority to vote for any nominee(s) may be withheld by lining through or
otherwise striking out the name(s) of such nominee(s).)
TrustCo Recommends a Vote "FOR" Proposal 1.
2. The ratification of Arthur Andersen, LLP as Cohoes' independent public
accountants.
___ FOR ___ AGAINST ___ ABSTAIN
TrustCo Does Not Make Any Recommendation With Respect to Proposal 2.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of TrustCo's nominees as Directors and "ABSTAIN" with
respect to the ratification of Arthur Andersen LLP as Cohoes' independent public
accountants. This proxy revokes all prior proxies given by the undersigned.
In their discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the president or other duly authorized officer.
If a partnership, please sign in partnership name by authorized person. This
proxy card votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
<PAGE>
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
If you need assistance in voting your shares, please call TrustCo's proxy
solicitor, Georgeson Shareholder Communications, Inc., toll free at
1-800-223-2064.
