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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TRUSTCO
Bank Corp NY News Release
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192 Erie Boulevard, Schenectady, New York, 12305
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank NASDAQ -- TRST
Contact:
William F. Terry
Senior Vice President and Secretary
518-381-3611
FOR IMMEDIATE RELEASE:
TRUSTCO BANK SAYS INSTITUTIONAL SHAREHOLDER SERVICES
RECOMMENDS AGAINST HUDSON AND COHOES MERGER PROPOSALS
Schenectady, New York - August 10, 2000
TrustCo Bank Corp NY (Nasdaq: TRST) today reported that Institutional
Shareholder Services (ISS), the nation's leading independent proxy
advisory firm, has recommended that shareholders of both Cohoes
Bancorp and Hudson River Bancorp vote AGAINST those companies'
respective proposals to merge the two banks at special meetings
scheduled to be held on August 17, 2000.
In advising Cohoes shareholders to vote against the proposed merger,
ISS said, "We conclude that 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 and the possibility that other,
superior bids may yet be forthcoming. Already, the company has been
presented with two scenarios in which shareholders could receive a
significant premium for their shares-one paid in stock, the other in
cash. The arrival of these bids certainly warrants postponing the
merger of equals long enough to ascertain what opportunities are
available to the company. While certain of management's concerns about
the viability of a TrustCo-Hudson-Cohoes entity are clearly legitimate
issues for discussion, we do not believe that Cohoes should rush into
Hudson's arms out of momentum, and ignore the opportunity to explore a
potentially valuable premium-priced bid. By delaying the closing of
the Hudson merger, management will give shareholders an opportunity to
express their wishes by tendering or refusing to tender their shares
to TrustCo or Ambanc.
We recommend a vote AGAINST Item 1."
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In a separate report recommending Hudson River shareholders vote
against the proposed merger, ISS said, "We conclude that shareholders
would be best served by voting against the pending merger of equals,
thereby giving the board encouragement and opportunity to fully
explore the premium-priced bids that are now on the table and the
possibility that other, superior bids may yet be forthcoming. We are
also recommending that Cohoes shareholders reject the merger in order
to provide time to evaluate the two outstanding bids for that company.
And although Hudson's position is slightly less compelling, with only
one offer thus far made for Hudson's stock, we nonetheless believe
that the sizable value of that offer, and the fact that TrustCo
appears legitimately interested in acquiring both of Hudson and Cohoes
(and thus in realizing many of the same synergies that Messrs. Florio
and Robinson tout for their merger of equals), warrants postponing the
merger of equals long enough to explore other available opportunities.
While certain of management's concerns about the viability of a
TrustCo-Hudson-Cohoes entity are clearly legitimate issues for
discussion, we do not believe that Hudson should rush into the merger
of equals out of momentum, and ignore the opportunity to explore a
potentially valuable premium-priced bid. By delaying the closing of
the merger of equals, management will give shareholders an opportunity
to express their wishes by tendering or refusing to tender their
shares to TrustCo.
We recommend a vote AGAINST Item 1."
Institutional Shareholder Services, based in Rockville, MD, is an
independent advisor to more than 500 institutional shareholders on
corporate governance and proxy voting matters, including proxy
contests, management and shareholder resolutions, and other
shareholder-related issues. Trustco has obtained consent to use
portions of the reports.
Robert A. McCormick, President and CEO, of TrustCo Bank Corp NY said,
"I am gratified that ISS, a highly respected independent advisor,
agrees with TrustCo that the respective boards of Hudson River and
Cohoes have a duty to their shareholders to pursue other
alternatives."
TrustCo urged Hudson and Cohoes shareholders to promptly sign, date
and return their respective GREEN and GOLD proxy by August 17, 2000.
If you need assistance with voting your shares, you may call Georgeson
Shareholder Communications Inc toll-free at 800-223-2064.
TrustCo is a $2.4 billion bank holding company and through its
subsidiary bank, Trustco Bank, National Association, and Trustco
Savings Bank, operates 54 bank offices in Albany, Columbia, Greene,
Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, and
Washington counties. In addition, the bank operates a full service
Trust Department with $1.34 billion of assets under management.
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