-----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, FtryAfxOHNCF/U/0f155z6qCgTcTidVpDx6cTRDDPLMLdExb1ldpweWcIGKzEdVp TgQM1KO/WkvfjWvJmtfcPQ== /in/edgar/work/20000721/0000927089-00-000222/0000927089-00-000222.txt : 20000920 0000927089-00-000222.hdr.sgml : 20000920 ACCESSION NUMBER: 0000927089-00-000222 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000721 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: 425 SEC ACT: SEC FILE NUMBER: 000-25027 FILM NUMBER: 676796 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: 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 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 425 1 0001.txt RULE 425 FILING VOTE "For" the 'Merger' on MANAGEMENT'S "WHITE" PROXY ONLY. [Logo of Cohoes Bancorp Inc.] [Logo of Hudson River Bancorp Inc.] July 20, 2000 Vote "For" the Cohoes/Hudson River 'Merger' and HELP create a POWERHOUSE Bank in the 'Capital District'.......................................................and tell TrustCo..."NO Thanks!" Dear Shareholder: Recently we sent you a Proxy Statement asking you to vote in favor of our 'Merger of Equals' transaction. We are COMMITTED to the Cohoes/Hudson River combination and believe that it is in the BEST interest of ALL of our shareholders (many of whom are our friends, family members, employees & business associates.) Our COMBINED institution will create a POWERHOUSE Franchise in our local Banking community! In fact, the expected STRENGTH of this combination has our competition Fighting to STOP us! One of our competitors, TrustCo, is trying to DISRUPT our merger by sending you materials asking that you vote against our combination and SUPPOSEDLY 'offering' to buy your stock. Their 'offer' has a load of CONDITIONS (11 to be EXACT), many of which we believe are IMPOSSIBLE to meet. In our opinion, their only REAL purpose in mailing these materials is to DECEIVE our shareholders into defeating our Merger because they are AFRAID of the COMPETITOR that we WILL become! TrustCo ISN'T trying to "START SOMETHING"............................... they're trying to 'STEAL SOMETHING'....................................specifically YOUR companies!!! Here are a few reasons WHY you should vote "FOR" the Cohoes/Hudson River Merger: o We WILL create a POWERHOUSE Banking Franchise in the Capital District; o Our combined 'Shareholder's Equity' will be $289 million, approximately 1.75X that of TrustCo; o With $289 million in capital, we intend to CONTINUE STOCK REPURCHASES, CONTINUE INTERNAL GROWTH and INCREASE OUR QUARTERLY CASH DIVIDENDS; o Our Merger will SIGNIFICANTLY INCREASE the 'earnings per share' that each of our companies would otherwise have had on its own. Again, do NOT let TrustCo CONFUSE or DECEIVE you with their materials. We are convinced that their SOLE strategy is to 'break-up' our deal. - -------------------------------------------------------------------------------- We believe the Trustco offer will NEVER become a REALITY because: o It is a HIGHLY CONDITIONAL offer (11 in all), and we believe some of the conditions are IMPOSSIBLE to satisfy; o The 'currency' for their offer is OVERvalued TrustCo stock which is currently selling at approximately 380% of 'book value' AND creates the potential for HUGE downside risk; o The acquisition 'premium' that they are offering is WHOLLY inadequate. TrustCo will TRY to CONFUSE and TRICK you....................................... ............................................DON'T let them!!! Our Boards of Directors, once again, UNANIMOUSLY URGE you to COMPLETE, SIGN, DATE and RETURN Management's "White" Proxy (another is enclosed) voting "For" the 'Merger of Equals' and to THROW AWAY all "gold" OR "green" proxies that you receive from TrustCo. Although each shareholder's vote can only be counted once, we have been advised to collect as many individual proxies as we can (from each of you) for security reasons. The ONLY 'REAL DEAL' for Cohoes & Hudson River Shareholders is OUR DEAL! We appreciate your consideration & loyalty and ASSURE you that we will continue to do our BEST to MAXIMIZE your investment. With kind personal regards, /s/ Harry L. Robinson /s/ Carl A. Florio - ---------------------------- ---------------------------- Harry L. Robinson Carl A. Florio President and CEO President and CEO Cohoes Bancorp Hudson River Bancorp - VERY IMPORTANT - IF you have any questions about HOW to vote "FOR" the Cohoes/Hudson River 'Merger of Equals', please call our proxy solicitor, Regan & Associates, Inc. at (800) 737-3426. As a 'general' rule, our "WHITE" proxy should be returned ONLY in the prepaid envelope that was supplied to you. IF YOUR SHARES ARE HELD BY A BROKER OR BANK, it is necessary that your proxy instructions be returned to them FIRST, so that they can issue a vote on your behalf. YOU MUST RETURN THE COMPUTER-GENERATED FORM. A VOTE BY TELEPHONE OR THE INTERNET WILL NOT BE VALID. This letter 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 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 United States Securities and Exchange Commission which includes the joint merger proxy statement/prospectus being provided to shareholders. In addition, Hudson River and Cohoes each intend to file a Solicitation/ Recommendation statement with the United States Securities and Exchange Commission in response to the Tender Offer Statement to be filed by TrustCo Bank Corp NY. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors are currently able to obtain the Form S-4 Registration Statement and will be able to obtain the Solicitation/Recommendation Statement of each company when filed, free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Cohoes are 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 are available free of charge from the Secretary of Hudson River at One Hudson City Centre, Hudson, New York 12534, telephone (518) 828-4600. 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 THROUGH THE SEC'S WEBSITE FROM THE S-4 REGISTRATION STATEMENT AND DOCUMENTS FILED UNDER RULE 425 FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 2000, AS AMENDED, AND JULY 20, 2000, RESPECTIVELY. [Set forth below is a corrected table from page 17 of the Joint Proxy Statement/Prospectus of Hudson River Bancorp, Inc. and Cohoes Bancorp, Inc., dated July 3, 2000. This information is being provided to correct printing errors in the original document.] The table below sets forth the comparative data as of and for the twelve months ended March 31, 2000. For Cohoes, the data below is as of and for the twelve months ended December 31, 1999. Hudson River Cohoes Regional Highly Bancorp Bancorp Group Valued ---------- -------- ----------- ---------- Total assets $1,149,547 $708,884 $1,090,996 $1,248,561 Annual growth rate of total assets 30.46% (.05)% 8.02% 10.10% Tangible equity/assets 16.45% 18.34% 7.97% 6.01% Intangible assets/total equity 5.79% 0.00% 1.52% 1.12% Net loans/total assets 69.96% 80.00% 65.64% 66.25% Cash & securities/total assets 23.68% 17.57% 31.02% 30.56% Gross loans/total deposits 110.06% 119.88% 97.98% 99.99% Total borrowings/total assets 13.16% 12.50% 21.25% 25.68% Non-performing assets/total assets 1.04% 0.74% 0.47% 0.48% Loan loss reserve/gross loans 2.38% 0.78% 1.17% 1.08% Net interest margin 4.83% 4.14% 3.27% 3.11% Loan loss provision/average assets 0.62% 0.28% 0.12% 0.08% Non-interest income/average assets 0.25% 0.43% 0.36% 0.48% Non-interest expense/average assets 2.80% 2.55% 2.13% 2.27% Efficiency ratio 52.77% 59.36% 59.02% 54.10% Return on average assets 0.96% 0.92% 0.97% 1.09% Return on average equity 4.58% 4.47% 10.43% 15.69% Price/tangible book value per share 70.01% 67.66% 117.31% 155.04% Price/earnings per share 14.71x 15.97x 9.17x 9.53x Dividend yield 1.25% 1.79% 1.52% 3.62% Dividend payout ratio 18.46% 26.09% 23.12% 32.25% PARTICIPANTS IN HUDSON RIVER'S STOCKHOLDER SOLICITATION The following table sets forth the names, principal occupations, business addresses and the numbers of shares of common stock of Hudson River Bancorp, Inc. (the "Company") beneficially owned by the directors of the Company and Hudson River Bank & Trust Company (the "Bank") and such other officers and associates of such directors and officers, as may be deemed participants in this proxy solicitation under federal securities laws (together the "Participants"). Name, Occupation and Address Shares Owned Earl Schram, Jr., Chairman of the Board 140,669 Attorney and President of Connor, Curran & Schram, P.C. 441 East Allen Street Hudson, NY 12534 Carl A. Florio, President & CEO; Director 155,413 Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 Stanley Bardwell, M.D., Director 35,117 Retired Physician 770 Snydertown Road Craryville, NY 12521 William E. Collins, Director 29,274 Retired President & CEO of Hudson City Savings Institution PO Box 804 North Chatham, NY 12132 Joseph Giaquinto, Director 14,699 Retired President & CEO of SFS Bancorp, Inc. 16 Glorious Lane Scotia, NY 12302 Marilyn Herrington, Director 55,843 Real Estate Developer Ed Herrington, Inc. Route 23 Hillsdale, NY 12529 William H. Jones, Director 32,471 President and Publisher of Roe Jan Independent Publishing Co., Inc. PO Box 246 Hillsdale, NY 12529 Joseph W. Phelan, Director 36,043 President of Taconic Farms, Inc. 273 Hover Avenue Germantown, NY 12526 Marcia M. Race, Director 11,543 Retired Assistant to the President Hudson City Savings Institution 3459 Route 9 Hudson, NY 12534 Timothy E. Blow, CPA 45,553 Chief Financial Officer Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 Sidney D. Richter 84,893 Executive Vice President, Senior Lending Officer Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 Carol Dube 3,514 Senior Vice President, Operations Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 Richard J. Malena -- Senior Vice President, Retail Banking Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 David J. Jurczynski 1,446 Vice President of Finance & Risk Management Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 James McDonald 7,935 Chief Investment Officer Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 Lawrence J. Longo, Jr. 20,509 Vice President of Mortgage Originations Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 James Mackerer 11,871 Vice President of Commercial Lending & Facilities Hudson River Bank & Trust Company One Hudson City Centre Hudson, NY 12534 Total 686,793 None of the Participants has been convicted in a criminal proceedings (excluding traffic violations or similar misdemeanors) during the past ten years. No Participants own any shares of common stock of record but not beneficially. No Participants own any securities of any subsidiary of the Company. During the past two years, none of the Participants has borrowed or otherwise obtained funds for the purpose of acquiring or holding any securities of the Company, except for Messrs. Richter and Giaquinto whose outstanding indebtedness for the purchase of Company common stock as of July 17, 2000 was $73,500 and $0, respectively. None of the Participants has any substantial direct or indirect interest in any matters to be acted upon at the Meeting, except as set forth in the Company's Joint Proxy Statement/Prospectus dated July 3, 2000 under the heading "The Merger --Interests of Directors and Officers in the Merger that are Different from Your Interests," filed with the SEC in a Registration Statement on Form S-4 on June 26, 2000, as amended on June 30, 2000. During the past two years, the following Participants effected the purchases and sales of Company common stock as set forth below: Mr. Schram acquired 110,000 shares on July 1, 1998 at $10.00 per share, 1,000 shares on January 27, 1999 at $11.875 per share, 1,000 shares on April 27, 1999 at $10.125 per share, 2,000 shares on October 26, 1999 at $11.00 per share, and 1,000 shares on December 10, 1999 at $10.125 per share; Mr. Florio purchased 50,835 shares on July 1, 1998 at $10.00 per share, 2,000 shares on August 5, 1998 at $13.0625 per share, 2,000 shares on August 5, 1998 at $13.125 per share, 1,150 shares on October 29, 1998 at $10.0625 per share, 800 shares on October 29, 1998 at $10.125 per share, 3,000 shares on January 29, 1999 at $11.875 per share, 2,000 shares on April 27, 1999 at $10.125 per share, 1,000 shares on July 26, 1999 at $11.69 per share, 250 shares on October 26, 1999 at $11.0625 per share, 750 shares on October 27 at $11.00 per share, 1,000 shares on December 10, 1999 at $10.875 per share, and 500 shares on May 8, 2000 at $9.6875 per share; Dr. Bardwell purchased 24,574 shares on July 1, 1998 at $10.00 per share and 500 shares on October 23, 1998 at $10.00 per share; Mr. Collins purchased 17,500 shares on July 1, 1998 at $10.00 per share and 1,000 shares on August 7, 1998 at $13.25 per share; Mr. Collins sold 1,000 shares on July 29, 1999 at $11.6875 per share and 500 shares on October 28, 1999 at $10.9375 per share; Mr. Giaquinto purchased 4,699 shares on July 1, 1998 at $10.00 per share and 10,000 shares on July 1, 1998 at $12.625 per share; Ms. Herrington purchased 45,000 shares on July 1, 1998 at $10.00 per share and 800 shares on November 30, 1998 at $10.00 per share; Mr. Jones purchased 22,428 shares on July 1, 1998 at $10.00 per share; Mr. Phelan purchased 25,000 shares on July 1, 1998 at $10.00 per share and 1,000 shares on May 2, 1999 at $10.50 per share; Ms. Race purchased 1,500 shares on July 1, 1998 at $10.00 per share; Mr. Blow purchased 1,658 shares on July 1, 1998 at $12.0625 per share and 475 shares on July 22, 1999 at $10.31 per share; Mr. Richter purchased 32,406 shares on July 1, 1998 at $10.00 per share, 1,000 shares on October 26, 1998 at $10.00 per share, 900 shares on October 22, 1998 at $10.00 per share, 700 shares on October 29, 1998 at $10.00 per share, 1,650 shares on May 3, 1999 at $10.50 per share, 600 shares on October 25, 1999 at $11.00 per share, 1,000 shares on December 16, 1999 at $10.1875 per share, 200 shares on January 3, 2000 at $10.18 per share, 500 shares on January 3, 2000 at $10.00 per share, 200 shares on January 3, 2000 at $ 9.78 per share and 500 shares on May 12, 2000 at $9.16 per share; Ms. Dube purchased 25 shares on July 1, 1998 at $10.00 per share; Mr. Jurczynski purchased 550 shares on July 1, 1998 at $12.625 per share; Mr. McDonald purchased 8,221 shares on July 1, 1998 at $10.00 per share; Mr. McDonald sold 2,000 shares on March 20, 2000 at $10.19375 per share; Mr. Mackerer purchased 13,200 shares on July 1, 1998 at $10.00 per share; Mr. Mackerer sold 300 shares on March 2, 2000 at $10.25 per share; Mr. Longo purchased 5,000 shares on July 1, 1998 at $10.00 per share; Mr. Longo sold 357 shares on February 29, 2000 at $9.75 per share. In addition, Messrs. Florio, Blow, Richter, Ms. Dube, and Messrs. Jurczynski, McDonald, Longo, and Mackerer have, during the past two years, acquired beneficial ownership of shares of common stock through their participation in the Company's Employee Stock Ownership Plan (the "ESOP"). Share allocations under the ESOP to Messrs. Florio, Blow, Richter, Ms. Dube, Messrs. Jurczynski, McDonald, Longo, and Mackerer for the plan years ended March 31, 2000 and 1999 were 2,704 shares and 2,386 shares; 1,851 shares and 1,494 shares; 2,189 shares and 1,804 shares; 1,011 shares and 792 shares; 714 shares and 0 shares; 1,067 shares and 0 shares; 1,135 shares and 934 shares; 1,355 shares and 997 shares, respectively. The following Participants have been granted options to purchase common stock under the Hudson River Bancorp, Inc. 1998 Stock Option and Incentive Plan, as set forth below: Mr. Schram - granted on January 5, 1999 a ten-year option to purchase 62,488 shares of common stock at an exercise price of $11.50 per share, vesting 20% annually beginning January 5, 2000; Messrs. Bardwell, Collins, Jones, Phelan, Ms. Herrington and Ms. Race - each granted on January 5, 1999 a ten-year option to purchase 39,055 shares of common stock at an exercise price of $11.50 per share, vesting 20% annually beginning January 5, 2000; Mr. Florio - granted on January 5, 1999 a ten-year option to purchase 312,441 shares of common stock at an exercise price of $11.50 per share, vesting 20% annually beginning January 5, 2000; Messrs. Blow and Richter - each granted on January 5, 1999 a ten-year option to purchase 149,972 shares of common stock at an exercise price of $11.50 per share, vesting 20% annually beginning January 5, 2000; Ms. Dube and Messrs. Longo and Mackerer - each granted on January 5, 1999 a ten-year option to purchase 4,686 shares of common stock at an exercise price of $11.50 per share, vesting 20% annually beginning January 5, 2000; Mr. McDonald - granted on February 1, 1999 a ten-year option to purchase 2,343 shares of common stock at an exercise price of $11.50 per share, vesting 20% annually beginning February 1, 2000; Ms. Dube - granted on January 6, 2000 a ten-year option to purchase 25,314 shares of common stock at an exercise price of $9.875 per share, vesting 20% annually beginning January 6, 2001; Mr. Malena - granted on January 6, 2000 a ten-year option to purchase 30,000 shares of common stock at an exercise price of $9.875 per share, vesting 20% annually beginning January 6, 2001; and Mr. Jurczynski - granted on January 6, 2000 a ten-year option to purchase 4,686 shares of common stock at an exercise price of $9.875 per share, vesting 20% annually beginning January 6, 2001. The following Participants have been awarded shares of restricted stock under the Hudson River Bancorp, Inc. 1998 Management Recognition and Retention Plan, as set forth below: Mr. Schram - awarded on January 5, 1999, 35,708 restricted shares of common stock, vesting 10% annually beginning January 5, 2000; Messrs. Bardwell, Jones, Phelan, Ms. Herrington and Ms. Race - each awarded on January 5, 1999, 22,317 restricted shares of common stock, vesting 10% annually beginning January 5, 2000; Mr. Collins - awarded on January 5, 1999, 22,317 restricted shares of common stock, vesting 20% annually beginning January 5, 2000; Mr. Florio - awarded on January 5, 1999, 175,538 restricted shares of common stock, vesting 10% annually beginning January 5, 2000; Messrs. Blow and Richter, each awarded on January 5, 1999, 85,698 restricted shares of common stock, vesting 10% annually beginning January 5, 2000; Ms. Dube and Messrs. Longo and Mackerer, each awarded on January 5, 1999, 3,571 restricted shares of common stock, vesting 10% annually beginning January 5, 2000; Mr. McDonald, awarded on February 1, 1999, 1,785 restricted shares of common stock, vesting 10% annually beginning February 1, 2000; Ms. Dube, awarded on January 6, 2000, 11,429 restricted shares of common stock, vesting 10% annually beginning January 6, 2001; Mr. Malena, awarded on January 6, 2000, 500 restricted shares of common stock, vesting 50% annually beginning January 6, 2001; and Mr. Jurczynski, awarded on January 6, 2000, 3,571 restricted shares of common stock, vesting 10% annually beginning January 6, 2001. In addition, Messrs. Florio, Blow, Richter, Ms. Dube, and Messrs. Jurczynski, Longo, and Mackerer have, during the past two years, acquired beneficial ownership of shares of common stock through their participation in the Employer Stock Fund of the Hudson City Savings Institution 401(k) Savings Plan in RSI Retirement Trust (the "Employer Stock Fund"). Shares acquired in the Employer Stock Fund by Messrs. Florio, Blow, Richter, Ms. Dube, Messrs. Jurczynski, Longo, and Mackerer through June 20, 2000 were 3,696 shares; 1,582 shares; 13,560 shares; 388 shares; 182 shares; 12,503 shares; and 2,725 shares, respectively. Other than the stock option and restricted stock awards discussed above and the participation by Messrs. Florio, Blow, Richter, Ms. Dube, and Messrs. Jurczynski, McDonald, Longo and Mackerer in the ESOP, no Participant is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company. Except as set forth in the Company's Joint Proxy Statement/Prospectus dated July 3, 2000, under the heading "The Merger -- Interests of Directors and Officers in the Merger that are Different from Your Interests," none of the Participants has any arrangement or understanding with respect to any future employment by the Company or its subsidiaries or any future transactions to which the Company or any of its subsidiaries will or may be a party, nor any material interest, direct or indirect, in any transaction which has occurred since April 1, 1999 or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party and in which the amount involved exceeds $60,000. -----END PRIVACY-ENHANCED MESSAGE-----