-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BB2u0+WzCQBfvFkRYyAFo8rCpA6j1PlbZ/RJUp9pnqs030MmXNnhNqwHUMkizCAN KVvqLfrr7Vd0IijhclgCeQ== /in/edgar/work/20000628/0000927089-00-000200/0000927089-00-000200.txt : 20000920 0000927089-00-000200.hdr.sgml : 20000920 ACCESSION NUMBER: 0000927089-00-000200 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON RIVER BANCORP INC CENTRAL INDEX KEY: 0001057007 STANDARD INDUSTRIAL CLASSIFICATION: [6036 ] IRS NUMBER: 141803212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: SEC FILE NUMBER: 000-24187 FILM NUMBER: 663067 BUSINESS ADDRESS: STREET 1: ONE HUDSON CITY CENTRE CITY: HUDSON STATE: NY ZIP: 12534 BUSINESS PHONE: 5188284600 MAIL ADDRESS: STREET 1: ONE HUDSON CITY CENTRE CITY: HUDSON STATE: NY ZIP: 12534 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHOES BANCORP INC CENTRAL INDEX KEY: 0001070321 STANDARD INDUSTRIAL CLASSIFICATION: [6036 ] IRS NUMBER: 141807865 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 75 REMSEN STREET CITY: COHOES STATE: NY ZIP: 12047 BUSINESS PHONE: 5182336500 MAIL ADDRESS: STREET 1: 75 REMSEN STREET CITY: COHOES STATE: NY ZIP: 12047 425 1 0001.txt RULE 425 FILING ================================================================================ Hudson River Bancorp, Inc. & Cohoes Bancorp, Inc. Updated Synopsis of Merger June 28, 2000 ================================================================================ These investor materials may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risk and uncertainty. It should be noted that a variety of factors could cause the combined company's actual results and experience to differ materially from the anticipated results or expectations expressed in the combined company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, growth projections and results of the combined company's business include, but are not limited to, the growth of the economy, interest rate movements, timely development by the combined company of technology enhancements for its products and operating systems, the impact of competitive products, services and pricing, customer based requirements, Congressional legislation, acquisition cost savings and revenue enhancements and similar matters. Readers of this report are cautioned not to place undue reliance on forward-looking statements which are subject to influence by the named risk factors and unanticipated future events. Actual results, accordingly, may differ materially from management expectations. Cohoes and Hudson River do not undertake, and specifically disclaim, any obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Hudson River has filed a Registration Statement on Form S-4 concerning the merger with the Securities and Exchange Commission ("SEC"). WE URGE INVESTORS TO READ THIS DOCUMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors are able to obtain the S-4 free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Cohoes will be available free of charge from the Secretary of Cohoes at 75 Remsen Street, Cohoes, New York 12047, telephone (518) 233-6500. Documents filed with the SEC by Hudson River will be available free of charge from the Secretary of Hudson River at One Hudson City Centre, Hudson, New York 12534, telephone (518) 828-4600. INVESTORS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER. Cohoes and Hudson River and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies to approve the Merger. INFORMATION ABOUT THE PARTICIPANTS MAY BE OBTAINED FROM THE RESPECTIVE COMPANIES. [Map of Combined Market Area of Cohoes Savings Bank and Hudson River Bank and Trust Company] DESCRIPTION OF HUDSON RIVER (HRBT) ================================================================================ - - Headquartered in Hudson, NY, the company provides full-service banking, as well as investment management, trust and commercial services through its subsidiary, Hudson River Bank & Trust Company. The company operates 18 branch offices. - - A summary of the bank's balance sheet and earnings performance as of March 31, 2000 is as follows: (in thousands) Total Assets $1,149,547 Loans, net 804,247 Securities 255,549 Deposits 748,563 Total Equity 200,723 Equity to Assets 17.46% LTM Earnings $ 9,526 LTM EPS $ .65 LTM ROE 4.58% DESCRIPTION OF COHOES BANCORP (COHB) ================================================================================ - - Unitary holding company headquartered in Cohoes, NY. Its principal subsidiary, Cohoes Savings Bank, operates 21 banking locations throughout the NY upstate region. - - A summary of the bank's balance sheet and earnings performance as of March 31, 2000 is as follows: (in thousands) Total Assets $704,414 Loans, net 577,442 Securities 97,321 Deposits 491,508 Total Equity 121,136 Equity to Assets 17.20% LTM Earnings $ 6,056 LTM EPS $ 0.72 LTM ROE 4.58% TRANSACTION DESCRIPTION - TERM SHEET ================================================================================ Exchange Ratio: Fixed exchange ratio of 1.185 shares of HRBT for each COHB share. Value: COHB shareholders receive $11.04, based on HRBT's closing stock price of $9.31 through 4/24/00. The aggregate offer is approximately $87.3 million. Ownership Profile: HRBT 62% / COHB 38% TRANSACTION DESCRIPTION - TERM SHEET ================================================================================ Management: Chairman & CEO: Robinson for next 36 mos. President: Florio On the third anniversary, CEO position shared between Robinson and Florio, for a six month transition. Then Florio is sole CEO and Robinson continues as chairman. Board of Directors Representation: 6 HRBT members / 6 COHB members Accounting/ Stock Percentage: Purchase Accounting; 100% Stock Stock Purchase Option: Reciprocal standard 19.9% Agreements TRANSACTION BENEFITS ================================================================================ STRATEGIC: - Creates a dominant franchise with assets of approximately $1.8 billion and a $275mm market capitalization based on recent market prices - Expands core market area and creates critical mass in upstate New York with a strong local presence - Enhances ability to compete and widens product range through a broadened customer base with similar demographics - Provides an additional platform for further growth TRANSACTION BENEFITS ================================================================================ FINANCIAL: - Significantly accretive to earnings - Strong capital position - Purchase accounting provides flexibility to maintain stock repurchases - Increases liquidity - Identified cost savings of approximately $3.6 million - Revenue enhancements and/or deployment of excess capital/ incremental cash will further enhance financial benefits STRONG NY MARKET SHARE ================================================================================ Deposit Data & Market Share Information is as of June 30, 1999 Source: SNL Securities, L.P. County Institution Total Deposits ($millions) Market Share % - ----------- --------------- --------------------- -------------- Albany HRBT $ 38 .62% COHB 321 5.32 ------ ----- Pro Forma 359 5.94 Columbia HRBT 457 59.22 Dutchess HRBT 24 .84 Greene COHB 1 .17 Rensselaer HRBT 63 4.08 COHB 57 3.71 ------ ----- Pro Forma 119 7.79 Saratoga COHB 48 2.87 Schenectady HRBT 176 8.51 COHB 24 1.18 ------ ----- Pro Forma 200 9.69 Warren COHB 7 .71 STRONG BALANCE SHEET COMPOSITION ================================================================================ Estimated March 31, 2000 Pro Forma Balance Sheet ($ in millions) Estimated HRBT COHB Pro Forma ----------- ---------- ----------- Assets $1,149 $704 $1,839 Net Loans 804 577 1,371 Investments 255 97 351 Deposits 749 491 1,241 Borrowings 151 80 225 Tangible Capital 189 121 277 STRONG BALANCE SHEET COMPOSITION ================================================================================ Estimated March 31, 2000 Pro Forma Balance Sheet ($ in millions) Estimated HRBT COHB Pro Forma ----------- ---------- ----------- App. Market Capitalization $ 146 $ 84 $ 230 Nonperforming Loans $ 10 $ 4 $ 14 Borrowings/Assets 13.14% 11.36% 12.25% Tangible Capital/Assets 16.62% 17.20% 15.08% LLR/Loans 2.38% 0.82% 1.75% LLR/Nonperforming Loans 1.90% 1.09% 1.66% ATTRACTIVE EPS ACCRETION ================================================================================ ($ in millions, except for per share data) Est. 2002 ------------- HRBT Estimated Net Income ($ .87)(1) $11.8 COHB Estimated Net Income ($1.00)(1) 6.9 ----- Total Estimated Net Income 18.7 After-Tax Cost Savings ($3.6 Pre-Tax) 2.3 After-Tax Earnings on Incremental Cash/ Capital 0 Revenue Enhancements 0 Purchase Accounting Adjustments (2) 2.0 ----- Pro Forma Net Income $23.0 ===== Estimated Pro Forma FD Shares 23.3 ----- Pro Forma EPS $0.98 ===== HRBT EPS Accretion 13% COHB EPS Accretion 16% (1) Based on management expectations. (2) Includes amortization of negative goodwill generated in transaction plus any balance sheet mark to markets. COST SAVING ANALYSIS ================================================================================ Non Interest Expense: - -------------------------------- (In Thousands) Salary & Benefits $1,669 Occupancy Expense 104 ESOP Expense 616 Other Operating Expenses 1,212 ------ Total $3,601 Estimated Pre-tax Merger and Restructuring Charges of $6mm Note: Full phase-in expected in 2001. REVENUE ENHANCEMENT OPPORTUNITIES ================================================================================ - - Incremental earnings potential through ability to leverage excess capital - - Trust services - - Expansion of small business lending - - Cash management services - - Expanded legal lending limit TIMING OF TRANSACTION ================================================================================ - - Transition teams for both banks have been formed and are working on merger-related issues - - Shareholder votes are currently expected in August, 2000 - - Transaction expected to close in early 4th Quarter, 2000 - - Transaction must close by February 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----