-----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, S4lUOXGXPpIsHizsZKObtbWXDnIzBCZhpucURaqmDX1XG0odGoOpAKyo6OxzlA2i cqDMI12ftt901ms13h3JUw== /in/edgar/work/20001101/0000357301-00-000132/0000357301-00-000132.txt : 20001106 0000357301-00-000132.hdr.sgml : 20001106 ACCESSION NUMBER: 0000357301-00-000132 CONFORMED SUBMISSION TYPE: SC TO-T PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001101 SUBJECT COMPANY: 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: SC TO-T SEC ACT: SEC FILE NUMBER: 005-58453 FILM NUMBER: 750805 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUSTCO BANK CORP N Y CENTRAL INDEX KEY: 0000357301 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 141630287 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T BUSINESS ADDRESS: STREET 1: 192 ERIE BLVD CITY: SCHENECTADY STATE: NY ZIP: 12305 BUSINESS PHONE: 5183773311 SC TO-T 1 0001.txt SCHEDULE TO - RULE 14D-100 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 COHOES BANCORP, INC. (Name of Subject Company (Issuer)) TRUSTCO BANK CORP NY (Name of Filing Person (Offeror)) COMMON STOCK, $0.01 PAR VALUE PER SHARE (Title of Class of Securities) 192513109 (CUSIP Number of Class of Securities) William F. Terry Secretary TrustCo Bank Corp NY 320 State Street Schenectady, New York 12305 (518) 377-3311 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: John K. Pruellage, Esq. Alan Schick, Esq. Lewis, Rice & Fingersh, L.C. Luse Lehman Gorman Pomerenk & Schick, P.C. 500 North Broadway, Suite 2000 5335 Wisconsin Avenue, N.W., Suite 400 St. Louis, Missouri 63102 Washington, D.C. 20015 (314) 444-7600 (202) 274-2000 CALCULATION OF FILING FEE Transaction Valuation*: $133,803,841.55 Amount of Filing Fee**: $26,760.77 * Estimated for purposes of calculating the amount of the filing fee only in accordance with Rules 0-11(d) and 0- 11(a)(4) under the Securities Exchange Act of 1934, based upon (a) $16.91, the average of the high and low price per share of Cohoes Bancorp, Inc. common stock on October 26, 2000 as reported on Nasdaq, multiplied by (b) 7,912,705, representing the maximum number of such shares that may be exchanged in the Cohoes Offer (as defined below). ** One-fiftieth of 1% of the value of the transaction. The entire amount of the filing fee has been offset by the amount of the filing fee previously paid by TrustCo Bank Corp NY, as described below. |X| CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. Amount Previously Paid: $36,763.50 Filing Party: TrustCo Bank Corp NY Form Or Registration No.:Form S-4 (File No. 333-41168) Date Filed:July 11, 2000 | | CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1. | | ISSUER TENDER OFFER SUBJECT TO RULE 13E-4. | | GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3. | | AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: | | This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the offer (the "Cohoes Offer") by TrustCo Bank Corp NY, a New York corporation ("TrustCo"), to exchange each issued and outstanding share of common stock, par value $0.01 per share (the "Cohoes Shares"), of Cohoes Bancorp, Inc., a Delaware corporation ("Cohoes"), for a combination of shares of TrustCo common stock, par value $1.00 per share (the "TrustCo Shares"), and cash totaling $18.00 (the "Exchange Consideration"). The stock component of the Exchange Consideration will be comprised of TrustCo Shares with an aggregate value equal to $7.20, and the cash component will be $10.80 net. The number of TrustCo Shares will be determined by the average closing price of the TrustCo Shares on the Nasdaq Stock Market over a 20-day period ending five days before the closing of the Cohoes Offer) plus cash in lieu of fractional shares, on the terms and subject to the conditions described in the prospectus filed as Exhibit (a)(1) hereto. TrustCo has filed a registration statement with the Securities and Exchange Commission on Form S-4 (SEC File No. 333-41168) relating to the TrustCo Shares to be issued to stockholders of Cohoes in the Cohoes Offer (as amended on August 9, 2000, October 3, 2000 and October 18, 2000 and declared effective October 30, 2000, the "Registration Statement"). The terms and conditions of the Cohoes Offer are set forth in the prospectus which is a part of the registration statement (the "Prospectus"), and the related Letter of Transmittal, which are exhibits (a)(1) and (a)(2) hereto. All of the information in the Prospectus and the related Letter of Transmittal, and any Prospectus supplement or other supplement thereto related to the Cohoes Offer hereafter filed with the Securities and Exchange Commission by TrustCo, is hereby incorporated by reference in answer to Items 2 through 11 of this Schedule TO. ITEM 1. SUMMARY TERM SHEET. Information is disclosed to security holders in a prospectus meeting the requirements of Rule 421(d) of the Securities Act of 1933. A summary term sheet is set forth on page 1 of the prospectus. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS. (c) During the last five years, none of TrustCo, or, to the best of its knowledge, any of its executive officers and directors has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. ITEM 12. EXHIBITS. (a)(1) Prospectus relating to TrustCo Shares to be issued in the Cohoes Offer. (a)(2) Form of Letter of Transmittal. (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, etc. (a)(5) Form of Letter to Clients. (a)(6) Opinion as to tax consequences of the Cohoes Offer. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 31, 2000 TRUSTCO BANK CORP NY By: /s/ Robert A. McCormick ------------------------ Robert A. McCormick President and Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION (a)(1) Prospectus relating to TrustCo Shares to be issued in the Cohoes Offer (incorporated by reference from TrustCo's Registration Statement on Form S-4 (SEC File No. 333-41168) filed on July 11, 2000, as amended on August 9, 2000, October 3, 2000 and October 18, 2000). (a)(2) Form of Letter of Transmittal (incorporated by reference from TrustCo's Registration Statement on Form S-4 (SEC File No. 333-41168) filed on July 11, 2000, as amended on August 9, 2000, October 3, 2000 and October 18, 2000). (a)(3) Form of Notice of Guaranteed Delivery. (a)(4) Form of Letter to Brokers, Dealers, etc. (a)(5) Form of Letter to Clients. (a)(6) Opinion as to tax consequences of the Cohoes (incorporated by reference to Exhibit 28(a) to TrustCo's Registration Statement on Form S-4 (SEC File No. 333-41168) filed on July 11, 2000, as amended on August 9, 2000, October 3, 2000 and October 18, 2000). 4 EXHIBIT (A)(3) FORM OF NOTICE OF GUARANTEED DELIVERY NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF COHOES BANCORP, INC. This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the offer of TrustCo Bank Corp NY, a New York corporation, described in the Prospectus dated October 30, 2000 (the "Offer"), to exchange shares of Cohoes Bancorp, Inc., a Delaware corporation ("Cohoes"), if certificates representing shares of the common stock, par value $0.01 per share (the "Cohoes Common Stock") of Cohoes are not immediately available, if the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in the Prospectus), or if time will not permit all required documents to reach the Exchange Agent prior to the Expiration Date. Such form may be delivered by hand, transmitted by facsimile transmission or mailed to the Exchange Agent. THE EXCHANGE AGENT FOR THIS OFFER IS: CHASEMELLON SHAREHOLDER SERVICES By mail: By hand: By overnight: Reorganization Department Reorganization Department 85 Challenger Road P.O. Box 3301 120 Broadway, 13th Floor Mail Stop - Reorg South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660 Facsimile (for eligible institutions only): (201) 296-4293 Confirm facsimile by telephone ONLY: (201) 296-4860 THE INFORMATION AGENT FOR THIS OFFER IS: Georgeson Shareholder Communications Inc. 17 State Street, 10th Floor New York, New York 10004 Banks and Brokerage Firms Call Collect: (212) 440-9800 All Others Call Toll Free (800) 223-2064 Delivery of this Notice of Guaranteed delivery to an address other than as set forth above or transmission of instructions via facsimile number other than as set forth above will not constitute a valid delivery. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal for the Common Stock to the Exchange Agent within the time period show herein. Failure to do so could result in a financial loss to such Eligible Institution. 5 Ladies and Gentlemen: The undersigned hereby tenders to TrustCo Bank Corp NY, a New York corporation, upon the terms and subject to the conditions set forth in TrustCo's Prospectus dated October 30, 2000 and the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares set forth below of common stock, par value $0.01 per share (the "Cohoes Common Stock"), of Cohoes Bancorp, Inc., a Delaware corporation. Number of Shares:____________________ SIGN HERE Certificate Nos. (if available): Name(s) of Record Holder(s): _____________________________________ ________________________________________ _____________________________________ ________________________________________ (Please type or print) If shares will be tendered by Addresses:______________________________ book-entry transfer: (Include a Zip Code) Name of Tendering Institution: Area Code and Telephone No.: _____________________________________ ________________________________________ Account Number:______________________ Signatures:_____________________________ Dated:__________________________________ 6 GUARANTEE (Not to be used for signature guarantees) The undersigned, an Eligible Institution (as defined in the Offer), guarantees to deliver to the Exchange Agent either certificates representing the shares of Cohoes Common Stock tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such shares of Cohoes Common Stock into the Exchange Agent's account at The Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal, within three Nasdaq trading days after the date hereof. Name of Firm:_____________________________ ____________________________________ (Authorized Signature) Address:__________________________________ Name:_______________________________ __________________________________________ Title:______________________________ __________________________________________ Date:_______________________________ (Include a Zip Code) Area Code and Tel. No.:___________________ DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL. 7 Exhibit (a)(4) FORM OF LETTER TO BROKERS, DEALERS, ETC. OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK OF COHOES BANCORP, INC. FOR SHARES OF THE COMMON STOCK OF TRUSTCO BANK CORP NY AND $10.80 NET TO THE SELLER IN CASH THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED. November 1, 2000 To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees: We are writing to you in connection with the offer by TrustCo Bank Corp NY, a New York corporation ("TrustCo"), to acquire all of the outstanding shares of the common stock, par value $0.01 per share ("Cohoes Common Stock"), of Cohoes Bancorp, Inc., a Delaware corporation ("Cohoes") for a combination of shares of TrustCo common stock, par value $1.00 per share ("TrustCo Common Stock"), and cash totaling $18.00, upon the terms and subject to the conditions set forth in the Prospectus dated October 30, 2000 (the "Prospectus") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer") enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Cohoes Common Stock registered in your name or in the name of your nominee. The Offer is subject to several conditions set forth in the Prospectus, which you should review in detail. For your information and for forwarding to your clients for whom you hold Cohoes Common Stock registered in your name or in the name of your nominee, we are enclosing the following documents: 1. Prospectus dated October 30, 2000; 2. Letter of Transmittal for your use in accepting the Offer and tendering Cohoes Common Stock and for the information of your clients; 3. Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Cohoes Common Stock and all other required documents cannot be delivered to the Exchange Agent, or if the procedures for book-entry transfer cannot be completed, by the Expiration Date (as defined in the Prospectus); 8 4. A letter which may be sent to your clients for whose accounts you hold Cohoes Common Stock registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and 5. A return envelope addressed to the Exchange Agent. Please note the following: 1. TrustCo is offering to exchange all shares of Cohoes Common Stock for a combination of TrustCo Common Stock and cash having an aggregate value of $18.00, comprised of TrustCo Common Stock with a value of $7.20 and cash in the amount of $10.80. 2. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on December 15, 2000, unless the Offer is extended. 3. The Offer is subject to several conditions, including: (a) the tender of enough shares of Cohoes Common Stock so that, after completion of the Offer, TrustCo owns at least a majority of the outstanding shares of Cohoes Common Stock (on a fully diluted basis); (b) the valid termination of the stock option agreement between Cohoes and Hudson River Bancorp, Inc. ("Hudson"); (c) the execution of a definitive merger agreement between TrustCo and Cohoes and the approval thereof by Cohoes' board of directors and its shareholders; (d) the execution of a definitive merger agreement between TrustCo's subsidiary, Trustco Bank, N.A., and Cohoes' subsidiary, Cohoes Savings Bank, and the approval thereof by Cohoes Savings Bank's board of directors and shareholder; (e) the receipt of all required regulatory approvals for this offer and the merger of TrustCo (or its subsidiary) and Cohoes; (f) the receipt at the time of completion of this offer of an opinion letter that the offer and a TrustCo-Cohoes merger would be a tax-free transaction; (g) TrustCo's being satisfied that the provisions of Section 203 of the Delaware General Corporation Law and certain anti-takeover impediments found in Cohoes' Certificate of Incorporation do not apply to or otherwise restrict our offer and the proposed TrustCo-Cohoes merger; and (h) 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 in its offer for Hudson. 4. Tendering shareholders will not be obligated to pay any charges or expenses of the exchange agent or any brokerage commissions. Except as set forth in the Letter of Transmittal, transfer taxes on the exchange of Cohoes Common Stock pursuant to the Offer will be paid by or on behalf of TrustCo. 5. To tender shares of Cohoes Common Stock pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with the certificates representing the tendered Cohoes Common Stock and any other required documents, must be transmitted to and received by the Exchange Agent at its address set forth in the Prospectus. If holders of Cohoes Common Stock wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures specified in the Prospectus. TrustCo will not pay any fees or commissions to any broker or dealer or other person (other than the Information Agent and the Exchange Agent) for soliciting tenders of Cohoes Common Stock pursuant to the Offer. TrustCo will, however, upon request, reimburse brokers, dealers, commercial banks and trust 9 companies for customary mailing and handling costs incurred by them in forwarding the enclosed materials to their customers. Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at its respective address and telephone number set forth in the Prospectus. Very truly yours, TRUSTCO BANK CORP NY NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF TRUSTCO, COHOES, THE INFORMATION AGENT, THE EXCHANGE AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 10 (Exhibit (a)(5) FORM OF LETTER TO CLIENTS OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK OF COHOES BANCORP, INC. FOR SHARES OF THE COMMON STOCK OF TRUSTCO BANK CORP NY AND $10.80 NET TO THE SELLER IN CASH THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, DECEMBER 15, 2000, UNLESS THE OFFER IS EXTENDED. November 1, 2000 To Our Clients: Enclosed for your consideration are the Prospectus, dated October 30, 2000, and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer") in connection with the offer by TrustCo Bank Corp NY, a New York corporation ("TrustCo"), to acquire all of the outstanding shares of the Common Stock, par value $0.01 per share ("Cohoes Common Stock"), of Cohoes Bancorp, Inc., a Delaware corporation ("Cohoes") for a combination of shares of TrustCo common stock, par value $1.00 per share ("TrustCo Common Stock") and cash totaling $18.00, upon the terms and subject to the conditions set forth in the Offer. We are the holder of record of Cohoes Common Stock held for your account. A tender of such Cohoes Common Stock can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Cohoes Common Stock held by us for your account. We request instructions as to whether you wish us to tender any or all of the Cohoes Common Stock held by us for your account, upon the terms and subject to the conditions set forth in the Offer. Your attention is invited to the following: 1. For each of your shares of Cohoes Common Stock, you will receive a combination of TrustCo Common Stock and cash having an aggregate value of $18.00, comprised of TrustCo stock with a value of $7.20 and cash in the amount of $10.80 net to you without interest. 2. The Offer is being made for all outstanding shares of Cohoes Common Stock. 3. The Offer and withdrawal rights will expire at 12:00 midnight, New York City time, on December 15, 2000, unless the Offer is extended. 4. The Offer is subject to several conditions, including: (a) the tender of enough shares of Cohoes Common Stock so that, after completion of the Offer, TrustCo owns at least a majority of the outstanding shares of Cohoes Common Stock (on a fully diluted basis); (b) the valid termination of the stock option agreement between Cohoes and Hudson River Bancorp, Inc.; (c) the execution of a definitive merger agreement between TrustCo and Cohoes and the approval thereof by Cohoes' board of directors and its shareholders; (d) the execution of a definitive merger agreement between TrustCo's subsidiary, Trustco Bank, N.A., and Cohoes' subsidiary, Cohoes Savings Bank, and the approval thereof by Cohoes Savings Bank's board of directors and shareholder; (e) the receipt of all required regulatory approvals for this offer and the merger of TrustCo (or its subsidiary) and Cohoes; (f) the receipt at the time of completion of this offer of an opinion letter that the offer and a TrustCo-Cohoes merger would be a tax-free transaction; (g) TrustCo's being satisfied that the provisions of Section 203 of the Delaware General Corporation Law and certain anti-takeover impediments found in Cohoes' Certificate of Incorporation do not apply to or otherwise restrict our offer and the proposed TrustCo-Cohoes merger; and (h) 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 for and in its offer for Hudson. 5. Any stock transfer taxes applicable to the sale of Cohoes Common Stock to TrustCo pursuant to the Offer will be paid by TrustCo, except as otherwise provided in the Letter of Transmittal. Except as disclosed in the Prospectus, TrustCo is not aware of any state in which the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. In any jurisdiction in which the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of TrustCo by one or more registered brokers or dealers licensed under the laws of such jurisdiction. If you wish to have us tender any or all of your shares of Cohoes Common Stock, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Cohoes Common Stock, all of your shares of Cohoes Common Stock will be tendered unless otherwise specified on the reverse side of this letter. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN SUFFICIENT TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER. INSTRUCTIONS WITH RESPECT TO THE OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF COMMON STOCK OF COHOES BANCORP, INC. FOR SHARES OF THE COMMON STOCK OF TRUSTCO BANK CORP NY AND $10.80 NET TO THE SELLER IN CASH The undersigned acknowledge(s) receipt of your letter and the enclosed Prospectus dated October 30, 2000 and the related Letter of Transmittal in connection with the Offer by TrustCo Bank Corp NY, a New York corporation, to acquire all of the outstanding shares of the Common Stock, par value $0.01 per share ("Cohoes Common Stock"), of Cohoes Bancorp, Inc., a Delaware corporation ("Cohoes") for a combination of shares of TrustCo common stock, par value $1.00 per share ("TrustCo Common Stock") and cash totaling $18.00, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal. This will instruct you to tender the number of shares of Cohoes Common Stock indicated below (or if no number is indicated below, all shares of Cohoes Common Stock) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal. Number of Shares of Cohoes Common Stock to be Tendered:* _______________________ Account No.:_____________________________ Dated:______________________________ SIGN HERE ____________________________________ ____________________________________ Signature(s) ____________________________________ ____________________________________ ____________________________________ Print Name(s) and Address(es) ____________________________________ ____________________________________ ____________________________________ Area Code and Telephone Number(s) * Unless otherwise indicated, it will be assumed that all shares of Cohoes Common Stock held by us for your account are to be tendered. PLEASE RETURN THIS FORM TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT -----END PRIVACY-ENHANCED MESSAGE-----