April 12, 1997
To All ALBANK Employees,
I attach for your information a portion of the ALBANK Financial Corporation
proxy statement being mailed to our shareholders in connection with
the May 21 annual meeting. As you will see, our competitor, TrustCo
Bank Corp NY, in its capacity as an ALBANK shareholder, has submitted
a proposal to be voted on by our shareholders at that meeting. The
TrustCo proposal seeks to have the shareholders recommend that the
ALBANK Board of Directors seek a sale or merger of ALBANK. For the
reasons set forth in the proxy statement, the ALBANK Board of Directors
is unanimously recommending that shareholders vote against this proposal.
We have every confidence that our shareholders will reject it.
You will recall that last March, TrustCo made an unsolicited offer
to our Board to acquire ALBANK. Our Directors unanimously and unequivocally
rejected TrustCo's offer. They determined that such a transaction
would not be in the best long-term interest of our shareholders. The
Board declared that it was not the right time to consider a sale of
ALBANK in view of the limited passage of time since our initial public
offering and the future growth opportunities available to further
enhance the value of our shareholders' investments.
Our accomplishments during the past year have clearly justified the
Board's decision on TrustCo's acquisition offer. Working together,
we have achieved a lot, and I think it is even clearer today that
a strong and independent ALBANK is the best vehicle for continued
growth in the value of our franchise and our stock.
While any shareholder has the right to bring a proposal to a vote,
we believe that applicable SEC rules would have permitted us to exclude
the TrustCo proposal from our proxy statement because TrustCo, as
a major competitor, does not share the same interests as other ALBANK
shareholders. We decided, however, to let our shareholders vote on
the proposal and have an opportunity to demonstrate their support
of our plans to maximize the value of their investment in ALBANK.
Those plans involve ongoing capital deployment and leveraging, expansion
through selected acquisitions, continued growth in, and diversification
of, our base of loan and other financial products, and careful attention
to opportunities for expense reduction.
I look forward to working with you as we carry out our plans for ALBANK's
future.
Sincerely,
/s/Herbert G. Chorbajian
Herbert G. Chorbajian
This letter is being furnished to employees of ALBANK Financial Corporation
and its subsidiaries and is not intended as proxy soliciting material.
ALBANK Financial Corporation disclaims that this letter constitutes proxy
soliciting material and the filing hereof does not constitute an admission
that such filing is required.
