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 Companies: Cohoes Bancorp, Inc.(Commission File No. 000-25027)
and Hudson River Bancorp, Inc.(Commission File No. 000-24187)
TRUSTCO Bank Corp NY New Release
192 Erie Boulevard, Schenectady, New York, 12305
(518) 377-3311 Fax:(518) 381-3668
Subsidiary: Trustco Bank NASDAQ--TRST
Contact: William F. Terry, Secretary
TRUSTCO BANK CORP NY TAKING ACQUISITION OFFERS TO SHAREHOLDERS OF COHOES
BANCORP, INC. AND HUDSON RIVER BANCORP, INC.
- On Friday, June 9th, TrustCo Bank Corp NY made offers to acquire Cohoes
Bancorp, Inc. and Hudson River Bancorp, Inc. These offers were extended in
letters delivered to the boards of directors of each institution.
- The terms of the Cohoes offer specified a merger in which each share of
Cohoes common stock would be exchanged for shares of TrustCo common stock
equal to $16.00 per Cohoes share.
- The terms of the Hudson River offer specified a merger in which each share
of Hudson common stock would be exchanged for shares of TrustCo common
stock equal to $14.00 per Hudson share.
- On Friday, June 23, both Cohoes and Hudson River rejected the TrustCo
offers. As a result of these responses, TrustCo is announcing its intention
to launch Tender Offers in which it will attempt to acquire the shares of
Cohoes and Hudson directly from each corporation's shareholders. The formal
Tender Offer documents will be filed with the Securities Exchange
Commission in the coming weeks.
- TrustCo's management believes these offers are in the best interests of all
three banks, their customers, their shareholders and the Capital Region in
general. Our rationale for this position is described in the attached open
letter to the community.
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TrustCo Bank Corp NY intends to file a Tender Offer Statement and a
Registration Statement 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.
(See advertisement attached)
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An Open Letter to the Community
from Robert A. McCormick,
President and CEO, TrustCo Bank Corp NY
On Friday, June 9th, 2000, TrustCo Bank Corp NY made offers to acquire Cohoes
Bancorp, Inc. and Hudson River Bancorp, Inc. On June 23, 2000, The Boards of
Directors of Cohoes and Hudson River rejected TrustCo's offers.
I would like to tell you why we extended these offers-and why we believe our
proposals can benefit the Capital Region in general, and the customers and
shareholders of these two institutions in particular.
First, we are motivated by our bedrock belief that this area needs a strong,
locally owned and managed bank. Banks headquartered in distant cities do not,
indeed cannot, put our area's interests first. We can-and do.
Second, consolidation in the banking industry is here to stay. Though both
Cohoes and Hudson River are solid institutions, ultimately they are prime
candidates for an out-of-town takeover; that would mean the loss of local focus,
jobs and opportunities. Upstate New York and our region have suffered enough in
recent years. The last thing we need is the loss of more financial influence.
Third, TrustCo Bank is uniquely suited to make this combination work. We have
the financial strength-with over $2.4 billion in assets. We are considered one
of the best-managed and strongest banks in the country. Most important, serving
the best interests of our home area is our highest priority.
For businesses, our proposals would create a locally owned bank with the
resources to finance larger transactions. For consumers, it would mean a wider
range of products and greater convenience through a more extensive branch
network.
For Cohoes shareholders, the proposal would result in a premium on their
investment of roughly 50% above the presently contemplated Cohoes-Hudson River
merger, and for Hudson shareholders an increase in cash dividends of 328% based
upon historical dividend rates.
As always, we remain committed to preserving independent community banking in
the Capital Region.
Sincerely,
Robert A. McCormick
President and CEO
TrustCo Bank Corp NY intends to file a Tender Offer Statement and a Registration
Statement 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.
