Filed by TrustCo Bank Corp NY
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Companies: Hudson River Bancorp, Inc.
(Commission File No. 000-24187)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any shares. This offer is made solely by the prospectus dated October
30, 2000, as such prospectus may be amended or supplemented, and the related
Letter of Transmittal, and is being made to all holders of shares. The offer is
not being made to (nor will tenders be accepted from or on behalf of) holders of
shares in any jurisdiction in which the making of the offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction or any
administrative or judicial action pursuant thereto. In any jurisdiction where
securities, blue sky or other laws require the offer to be made by a licensed
broker or dealer, the offer shall be deemed to be made on behalf of TrustCo Bank
Corp NY by one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
NOTICE OF OFFER TO EXCHANGE EACH OUTSTANDING
SHARE OF COMMON STOCK
OF
HUDSON RIVER BANCORP, INC.
FOR
SHARES OF TRUSTCO BANK CORP NY COMMON STOCK
AND
$10.20 NET TO THE SELLER IN CASH
MADE BY
TRUSTCO BANK CORP NY
TrustCo Bank Corp NY, a New York corporation ("TrustCo"), is offering, upon
the terms and subject to the conditions set forth in the prospectus dated
October 30, 2000 (as such prospectus may be amended or supplemented, the
"Prospectus") and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), to
acquire each share of Hudson River Bancorp, Inc., a Delaware corporation
("Hudson"), common stock ("Hudson Common Stock") for a combination of shares of
TrustCo common stock ("TrustCo Common Stock") and cash totaling $17.00. The
stock component of the exchange consideration will consist of shares of TrustCo
Common Stock that have an aggregate value of $6.80 for each share of Hudson
Common Stock, and the cash component will be $10.20 (collectively, the "Exchange
Consideration"). The number of shares of TrustCo Common Stock constituting the
Exchange Consideration for purposes of the Offer will be calculated by reference
to the average closing price of TrustCo Common Stock on the Nasdaq for the
20-day period ending 5 days prior to the closing date under the Offer.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON DECEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED ("EXPIRATION DATE").
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The purpose of the Offer is to acquire control of, and ultimately the
entire equity interest in, Hudson and to consolidate the operations of Hudson
and TrustCo (and their respective subsidiaries) to achieve operational
efficiencies and cost savings. As soon as possible after consummation of the
Offer, TrustCo intends to cause Hudson to merge with and into TrustCo or a
subsidiary of TrustCo pursuant to which each outstanding share of Hudson 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 with an aggregate value equal to $6.80
and cash totaling $10.20.
TrustCo expects that if a gain is realized on the exchange by shareholders
of Hudson Common Stock (the "Hudson Shareholders"), the Hudson Shareholders will
be taxed on such gain up to the amount of the $10.20 per share cash component of
the Exchange Consideration that the Hudson Shareholders receive in exchange for
their shares of Hudson Common Stock but will not recognize any loss realized. In
addition, TrustCo expects that Hudson Shareholders will be taxed on any gain
realized on the cash received in lieu of fractional shares of TrustCo Common
Stock.
<PAGE>
The Offer is conditioned upon, among other things, (i) tender of enough
shares of Hudson Common Stock so that, after completion of the Offer, TrustCo
will own at least a majority of the outstanding shares of Hudson Common Stock
(on a fully diluted basis); (ii) the valid termination of the Stock Option
Agreement dated April 25, 2000 between Hudson and Cohoes Bancorp, Inc.; (iii)
the execution of a definitive merger agreement between TrustCo and Hudson (the
"TrustCo-Hudson Merger") and the approval thereof by Hudson's board of directors
and its shareholders; (iv) the execution of a definitive merger agreement
between Trustco Bank, N.A. and Hudson River Bank and Trust Company and the
approval thereof by Hudson River Bank and Trust Company's board of directors and
its shareholders; (v) the receipt of all required regulatory approvals for the
Offer, the TrustCo-Hudson Merger and the subsidiary bank merger; (vi) the
receipt at the time of completion of the Offer of an opinion that the Offer and
the TrustCo-Hudson Merger would qualify as a tax-free transaction; (vii) the
effectiveness of TrustCo's Registration Statement ("Registration Statement")
filed with the Securities and Exchange Commission (the "SEC"); (viii) TrustCo
being satisfied that the provisions of Section 203 of the Delaware General
Corporation Law and certain anti-takeover impediments found in Hudson's
Certificate of Incorporation do not apply to or otherwise restrict the Offer and
the proposed TrustCo-Hudson Merger; (ix) if required under the rules of the
Nasdaq Stock Market, the approval by TrustCo's stockholders of the issuance of
TrustCo Common Stock in the Offer; and (x) the other conditions of the Offer, as
set forth in the Prospectus, having been satisfied or waived, as specified
therein.
TrustCo expressly reserves the right, in its sole discretion, at any time
on or prior to the Expiration Date and from time to time, to extend the period
of time during which the Offer is open, by giving notice of such extension to
ChaseMellon Shareholder Services LLC (the "Exchange Agent"). TrustCo currently
intends to extend the Offer until all conditions to the Offer have been
satisfied or waived. During any such extension, all shares of Hudson Common
Stock previously tendered and not withdrawn will remain subject to the Offer,
subject to the right of a tendering stockholder to withdraw such stockholder's
shares of Hudson Common Stock. Subject to the applicable regulations of the SEC,
TrustCo also expressly reserves the right on or prior to the Expiration Date (i)
to delay acceptance for exchange of, or, regardless of whether such shares of
Hudson Common Stock were theretofore accepted for exchange, exchange any shares
of Hudson Common Stock pursuant to the Offer, (ii) to terminate the Offer and
not accept for exchange or exchange any shares of Hudson Common Stock not
theretofore accepted for exchange upon the failure of any condition of the Offer
referred to in the Prospectus, and (iii) to waive any condition (other than the
regulatory approvals condition, the TrustCo stockholder approval condition and
the condition relating to the effectiveness of the Registration Statement
relating to the Prospectus) or otherwise amend the Offer in any respect. Any
such extension, delay, termination or amendment will be followed as promptly as
practicable by a public announcement thereof, and such announcement in the case
of an extension will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.
For purposes of the Offer, TrustCo will be deemed to have accepted for
exchange, and thereby acquired, shares of Hudson Common Stock properly tendered
to TrustCo and not withdrawn as, if and when TrustCo gives notice to the
Exchange Agent of TrustCo's acceptance of the tenders of such shares. The
Exchange Agent will deliver the Exchange Consideration as soon as possible after
receipt of such notice. The Exchange Agent will act as agent for tendering
stockholders for the purpose of receiving TrustCo Common Stock and cash from
TrustCo and transmitting such TrustCo Common Stock and cash to validly tendering
stockholders. In all cases, the exchange of shares of Hudson Common Stock
accepted for exchange pursuant to the Offer will be made only after timely
receipt by the Exchange Agent of (i) certificates for such shares of Hudson
Common Stock ("Certificates"), (ii) a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees and (iii) any other documents required by the Letter of Transmittal.
Under no circumstances will interest be paid on the cash to be paid by TrustCo,
regardless of any extension of the Offer or any delay in making such payment.
If any tendered shares of Hudson Common Stock are not acceptable for
exchange pursuant to the terms and conditions of the Offer for any reason, or if
Certificates are submitted for more shares of Hudson Common Stock than are
tendered, Certificates for such un-exchanged shares of Hudson Common Stock will
be returned to the tendering Hudson shareholder by the Exchange Agent as soon as
possible following consummation or termination of the Offer.
Except as otherwise provided below, tenders of shares of Hudson Common
Stock made pursuant to the Offer are irrevocable. Shares of Hudson Common Stock
tendered pursuant to the Offer may be withdrawn at any time after December 29,
2000 and prior to the expiration of the Offer and the acceptance of Hudson
Common Stock for exchange pursuant to the Offer. For a withdrawal to be
effective, a written, telegraphic or facsimile transmission notice of withdrawal
must be timely received by the Exchange Agent at its address set forth on the
back cover of the Prospectus and must specify the name of the person having
tendered the shares of Hudson Common Stock to be withdrawn, the number of shares
of Hudson Common Stock to be withdrawn and the name of the registered holder of
the shares of Hudson Common Stock to be withdrawn, if different from the name of
the person who tendered the shares of Hudson 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. or by a commercial bank or trust company having an
office or correspondent in the United States (an "Eligible Institution") unless
such shares of Hudson Common Stock have been tendered for the account of any
Eligible Institution. Withdrawals of tenders of shares of Hudson Common Stock
may not be rescinded, and any shares of Hudson Common Stock properly withdrawn
will thereafter be deemed not validly tendered for purposes of the Offer.
However, withdrawn shares of Hudson Common Stock may be retendered by again
following the procedures described in the Prospectus under "THE EXCHANGE OFFER
-- Procedure for Tendering Shares" at any time prior to the Expiration Date. All
<PAGE>
questions as to the form and validity (including time of receipt) of any notice
of withdrawal will be determined by TrustCo, in its sole discretion, which
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.
TrustCo may, although it does not currently intend to, elect to provide a
subsequent offering period of three to 20 business days after the acceptance of
shares of Hudson Common Stock in the Offer if the requirements under Rule 14d-11
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended have been met. Holders of shares of Hudson Common Stock will not have
the right to withdraw shares of Hudson Common Stock tendered in the subsequent
offering period, if any.
THE PROSPECTUS AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION
AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE OFFER.
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number set forth below. Copies of the
Prospectus, Letter of Transmittal and other exchange offer materials may be
obtained at TrustCo's expense from the Information Agent at the telephone number
and address listed below. TrustCo will not pay any fees or commissions to any
broker or dealer or other person (other than the Information Agent) for
soliciting tenders of shares of Hudson Common Stock pursuant to the Offer.
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Toll free: 1-800-223-2064
Investors and security holders are advised to read TrustCo's Registration
Statement with respect to its exchange offer for Hudson Common Stock, as filed
with the Securities and Exchange Commission, because the Registration Statement
contains important information. Investors and security holders may obtain a free
copy of the Proxy Statement, the Exchange Offer, Registration Statement and
other documents filed by TrustCo with the SEC at the SEC's Internet web site at
www.sec.gov. The Offer, Registration Statement and such other documents may also
be obtained free of charge by overnight mail or direct electronic transmission
by calling Georgeson Shareholder Communications Inc. at 1-800-223-2064.
