-----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, Qy8QGwRp1W0nKNewIJ/09/Iqk+Ueti5hS3EJdqtjVYMc+38LDFR/sYgILhqlQ5AT ogt7FrwoD7oocqmfDdXmJg== /in/edgar/work/0001065407-00-000279/0001065407-00-000279.txt : 20001005 0001065407-00-000279.hdr.sgml : 20001005 ACCESSION NUMBER: 0001065407-00-000279 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000928 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001004 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-25027 FILM NUMBER: 734751 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 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 28, 2000 - ------------------------------------------------------------------------------ (Date of earliest event reported) Cohoes Bancorp, Inc. - ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-25027 14-1807865 - ------------------------------------------------------------------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 75 Remsen Street, Cohoes, New York 12047 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (518) 233-6500 - ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events ------------ On April 25, 2000, the boards of directors of Hudson River Bancorp, Inc. ("Hudson River"), the holding company of Hudson River Bank & Trust Company, and Cohoes Bancorp, Inc. ("Cohoes"), the holding company of Cohoes Savings Bank, entered into a merger agreement (the "Agreement") to combine in a merger of equals (the "Merger"). On September 28, 2000, Cohoes and Hudson River announced the execution of a Termination and Settlement Agreement (the "Termination Agreement"), which terminated the Agreement. The Agreement was terminated as a result of the Merger not being approved by the requisite vote of the shareholders of Cohoes at the special meeting held on August 17, 2000. In connection with the termination of the Agreement, both Cohoes and Hudson River also amended their reciprocal stock option agreements (the "Amendments") to cap the economic value of their reciprocal stock option agreements at $3.5 million. Cohoes also announced on September 28, 2000 that it will immediately commence a comprehensive exploration of all strategic options, which could include the sale of Cohoes to a larger financial institution. The foregoing information does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, the Amendments and the press releases attached hereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits ------------------------------------------------------------------ (a) Not applicable. (b) Not applicable. (c) Exhibits See Exhibit Index 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COHOES BANCORP, INC. Date: October 4, 2000 By: /s/ Richard A. Ahl ----------------------- Richard A. Ahl Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ----------- 2.1 Termination and Settlement Agreement, dated as of September 28, 2000, between Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc. 2.2 Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc., dated as of September 28, 2000. 2.3 Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Hudson River Bancorp, Inc. and Cohoes Bancorp, Inc., dated as of September 28, 2000. 99.1 Press Release dated September 28, 2000(1) 99.2 Press Release dated September 28, 2000(1) ________________ (1) Incorporated by reference from filings made pursuant to Rule 425 and/or Rule 14a-12 with the Securities and Exchange Commission on September 29, 2000. EX-2.1 2 0002.txt TERMINATION AND SETTLEMENT AGREEMENT EXHIBIT 2.1 TERMINATION AND SETTLEMENT AGREEMENT This Termination and Settlement Agreement, dated as of September 28, 2000 (this "Agreement"), is between Cohoes Bancorp, Inc., a Delaware corporation ("Cohoes"), and Hudson River Bancorp, Inc., a Delaware corporation ("Hudson River"). RECITALS A. Merger Agreement. Cohoes and Hudson River entered into an Agreement and Plan of Merger, dated as of April 25, 2000 (the "Merger Agreement"), pursuant to which Cohoes was to merge with and into Hudson River (the "Merger"). B. Options. As a condition to entering into the Merger Agreement and in consideration therefor, Cohoes granted to Hudson River an option (the "Cohoes Option") to purchase a number of authorized but unissued shares of Cohoes common stock equal to approximately 19.9% of Cohoes' issued and outstanding common stock, pursuant to a Stock Option Agreement, dated April 25, 2000 (the "Cohoes Option Agreement"), and Hudson River granted to Cohoes an option (the "Hudson River Option" and, together with the Cohoes Option, the "Options") to purchase a number of authorized but unissued shares of Hudson River common stock equal to approximately 19.9% of Hudson River's issued and outstanding common stock, pursuant to a Stock Option Agreement, dated April 25, 2000 (the "Hudson River Option Agreement" and, together with the Cohoes Option Agreement, the "Option Agreements"). C. Initial Triggering Event Under the Option Agreements. On June 26, 2000, TrustCo Bank Corp NY ("TrustCo") publicly announced an intention to make a bona fide proposal to engage in an Acquisition Transaction (as defined in the Option Agreements) with each of Cohoes and Hudson River. On July 11, 2000, TrustCo filed a Form S-4 registration statement with respect to a potential tender offer that would constitute an Acquisition Transaction with respect to each of Cohoes and Hudson River. On August 9, 2000, Ambanc Holding Co., Inc. ("Ambanc") commenced a cash tender offer for the outstanding common stock of Cohoes. Each of the foregoing constituted and continues to constitute an Initial Triggering Event (as defined in the Option Agreements). As of the date of this Agreement, a Subsequent Triggering Event (as defined in the Option Agreements) has not occurred under either of the Option Agreements. D. Failure to Receive Shareholder Approval of the Cohoes Proposal. At the special meeting of shareholders of Cohoes held on August 17, 2000, the Cohoes Proposal (as defined in the Merger Agreement) was not approved by the requisite vote. As a result, either party to the Merger Agreement is able to terminate the Merger Agreement pursuant to Section 8.1(d) thereof. E. Termination of Merger Agreement. The Boards of Directors of Cohoes and Hudson River have mutually agreed it is in the best interests of their respective corporations to mutually terminate the Merger Agreement pursuant to Section 8.1(d) thereof, subject to the terms and conditions of this Agreement. F. Amendment of Option Agreements and Options. The Boards of Directors of Cohoes and Hudson River have mutually agreed it is in the best interests of their respective corporations to amend the Option Agreements and the Options to place an economic cap on the value thereof in the event a Subsequent Triggering Event (as defined in the Option Agreements) occurs under either of the Option Agreements. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. Termination of Merger Agreement. Cohoes and Hudson River hereby mutually terminate the Merger Agreement pursuant to Section 8.1(d) thereof, without any liability or further obligation to each other whatsoever in connection with the Merger Agreement, or the obligations undertaken with respect to the Merger Agreement, or the Merger, except that the provisions of Section 6.4 of the Merger Agreement relating to confidentiality shall survive, Section 6.5 shall survive solely with respect to the initial press release regarding the termination of the Merger Agreement and the terms of this Agreement, and Section 9.1 regarding expenses shall survive. The parties recognize and agree that they hereby are mutually releasing each other, their subsidiaries, affiliates and successors, employees, officers, directors and assigns from any and all claims for breach of the Merger Agreement and that Sections 8.2(d) and 8.6 of the Merger Agreement shall have no further force or effect. Except as set forth in this paragraph and except for the terms of this Agreement, neither party shall have any obligation or liability to the other based upon, related to, arising from or connected in any way with the Merger Agreement or the confidentiality agreements, other than with respect to the Option Agreements and the Options. 2. Stock Option Agreements. The Option Agreements and the Options are being amended to add a new Section 24 in each of the Option Agreements in order to include an economic cap on the value of the Options. Amendment No. 1 to the Cohoes Option Agreement is attached hereto as Exhibit A, and Amendment No. 1 to the Hudson River Option Agreement is attached hereto as Exhibit B. 3. Representations and Warranties. 3.1 Cohoes hereby represents and warrants to Hudson River that Cohoes has the requisite corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly authorized by the Cohoes Board prior to the date hereof and no other corporate proceedings on the part of Cohoes are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Cohoes. 3.2 Hudson River hereby represents and warrants to Cohoes that Hudson River has the requisite corporate power and authority to execute and deliver this Agreement. The execution and 2 delivery of this Agreement by Hudson River have been duly and validly authorized by the Board of Directors of Hudson River and no other corporate proceedings on the part of Hudson River are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Hudson River. 4. Press Release. The parties to the Merger Agreement hereby agree that the announcement and press release attached hereto as Exhibit C concerning the termination of the Merger shall be made jointly and released immediately after execution of this Agreement by the parties hereto. 5. Entire Agreement. This Agreement contains the entire agreement among the parties with respect to the matters contemplated hereby and supersedes all prior arrangements or understandings with respect thereto, written or oral, other than the provisions of the Merger Agreement referred to herein. 6. Interpretation. The captions contained in this Agreement are for reference purposes only and are not part of this Agreement. 7. Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal or state regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. 8. Notices. All notices, requests, claims, demands and other communications hereunder shall be deemed to have been duly given when delivered in person, by fax, telecopy, or by registered or certified mail (postage prepaid, return receipt requested) at the respective addresses of the parties set forth in the Merger Agreement. 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state. 10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. 3 IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the date first above written. COHOES BANCORP, INC. By: /s/ Harry L. Robinson ------------------------------------ Harry L. Robinson President and Chief Executive Officer HUDSON RIVER BANCORP, INC. By: /s/ Carl A. Florio ------------------------------------ Carl A. Florio President and Chief Executive Officer 4 EX-2.2 3 0003.txt AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT EXHIBIT 2.2 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT This Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Cohoes Bancorp, Inc. ("Grantee") and Hudson River Bancorp, Inc. ("Issuer") is dated as of September 28, 2000. WITNESSETH: WHEREAS, Grantee and Issuer entered into an Agreement and Plan of Merger on April 25, 2000 ("Merger Agreement"); WHEREAS, as a condition and an inducement to Grantee to enter into the Merger Agreement, Issuer granted to Grantee the Option as set forth in the Stock Option Agreement dated as of April 25, 2000 ("Stock Option Agreement"); WHEREAS, there has occurred an Initial Triggering Event as provided in Section 2 of the Stock Option Agreement in that another financial institution has made a public announcement of a bona fide proposal to engage in an Acquisition Transaction with Issuer; WHEREAS, the parties desire to limit the total value of the Option so as not to unduly prejudice any third party; WHEREAS, Grantee and Issuer are entering into an agreement of this date terminating the Merger Agreement; WHEREAS, Grantee and Issuer have agreed to modify and amend the Stock Option Agreement and the reciprocal stock option agreement held by Issuer and issued by Grantee thereto; WHEREAS, the Boards of Directors of Grantee and Issuer have approved this Amendment No. 1 to the Stock Option Agreement ("Agreement"); NOW, THEREFORE, in consideration of the foregoing and the agreements set forth herein, the parties hereto agree as follows: 1. The Stock Option Agreement is hereby amended to add Section 24 to read as set forth below. 24. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $3.5 million and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (a) reduce the number of shares of Common Stock subject to this Option, (b) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (c) pay cash to Issuer, or (d) any combination thereof, so that Grantee's actually realized Total Profit shall not exceed $3.5 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) of more than $3.5 million; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 7, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 7, less (y) Grantee's purchase price for such Option Shares, (iii) (x) the net cash amounts received by Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) the Grantee's purchase price of such Option Shares, (iv) any amounts received by Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, (v) any amount equivalent to the foregoing with respect to the Substitute Option, and (vi) any amounts received by Grantee upon the relinquishment of the Option to Issuer in exchange for cash pursuant to Section 15. (d) As used herein, the term "Notional Total Profit" with respect to any number of shares as to which Grantee may propose to exercise this Option shall be the Total Profit determined as of the date of such proposed exercise assuming that this Option were exercised on such date for such number of shares and assuming that such shares, together with all other Option Shares held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions). (e) If Grantee transfers the Option, either in whole or in part, the Total Profit shall apply to Grantee and all Holders in the aggregate such that the Total Profit realized by such persons may not exceed $3.5 million in the aggregate. All references to Grantee in this Section 24 shall include any and all Holders. (f) The provisions of this Section 24 shall survive the occurrence of an Exercise Termination Event. 2. Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned thereto in the Stock Option Agreement or the Merger Agreement. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the date of this Agreement. ATTEST: COHOES BANCORP, INC. /s/ Richard A. Ahl By: /s/ Harry L. Robinson - ------------------- ---------------------- Richard A. Ahl, Secretary Harry L. Robinson, President ATTEST: HUDSON RIVER BANCORP, INC. /s/ Holly Rappleyea By: /s/ Carl A. Florio - -------------------- ------------------- Holly Rappleyea, Secretary Carl A. Florio, President EX-2.3 4 0004.txt AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT EXHIBIT 2.3 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT This Amendment No. 1 to the Stock Option Agreement dated as of April 25, 2000 between Hudson River Bancorp, Inc. ("Grantee") and Cohoes Bancorp, Inc. ("Issuer") is dated as of September 28, 2000. WITNESSETH: WHEREAS, Grantee and Issuer entered into an Agreement and Plan of Merger on April 25, 2000 ("Merger Agreement"); WHEREAS, as a condition and an inducement to Grantee to enter into the Merger Agreement, Issuer granted to Grantee the Option as set forth in the Stock Option Agreement dated as of April 25, 2000 ("Stock Option Agreement"); WHEREAS, there has occurred an Initial Triggering Event as provided in Section 2 of the Stock Option Agreement in that two other financial institutions have made public announcements of bona fide proposals to engage in an Acquisition Transaction with Issuer; WHEREAS, the parties desire to limit the total value of the Option so as not to unduly prejudice any third party; WHEREAS, Grantee and Issuer are entering into an agreement of this date terminating the Merger Agreement; WHEREAS, Grantee and Issuer have agreed to modify and amend the Stock Option Agreement and the reciprocal stock option agreement held by Issuer and issued by Grantee thereto; WHEREAS, the Boards of Directors of Grantee and Issuer have approved this Amendment No. 1 to the Stock Option Agreement ("Agreement"); NOW, THEREFORE, in consideration of the foregoing and the agreements set forth herein, the parties hereto agree as follows: 1. The Stock Option Agreement is hereby amended to add Section 24 to read as set forth below. 24. (a) Notwithstanding any other provision of this Agreement, in no event shall the Grantee's Total Profit (as hereinafter defined) exceed $3.5 million and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall either (a) reduce the number of shares of Common Stock subject to this Option, (b) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (c) pay cash to Issuer, or (d) any combination thereof, so that Grantee's actually realized Total Profit shall not exceed $3.5 million after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, this Option may not be exercised for a number of shares as would, as of the date of exercise, result in a Notional Total Profit (as defined below) of more than $3.5 million; provided that nothing in this sentence shall restrict any exercise of the Option permitted hereby on any subsequent date. (c) As used herein, the term "Total Profit" shall mean the aggregate amount (before taxes) of the following: (i) the amount received by Grantee pursuant to Issuer's repurchase of the Option (or any portion thereof) pursuant to Section 7, (ii) (x) the amount received by Grantee pursuant to Issuer's repurchase of Option Shares pursuant to Section 7, less (y) Grantee's purchase price for such Option Shares, (iii) (x) the net cash amounts received by Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, less (y) the Grantee's purchase price of such Option Shares, (iv) any amounts received by Grantee on the transfer of the Option (or any portion thereof) to any unaffiliated party, (v) any amount equivalent to the foregoing with respect to the Substitute Option, and (vi) any amounts received by Grantee upon the relinquishment of the Option to Issuer in exchange for cash pursuant to Section 15. (d) As used herein, the term "Notional Total Profit" with respect to any number of shares as to which Grantee may propose to exercise this Option shall be the Total Profit determined as of the date of such proposed exercise assuming that this Option were exercised on such date for such number of shares and assuming that such shares, together with all other Option Shares held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions). (e) If Grantee transfers the Option, either in whole or in part, the Total Profit shall apply to Grantee and all Holders in the aggregate such that the Total Profit realized by such persons may not exceed $3.5 million in the aggregate. All references to Grantee in this Section 24 shall include any and all Holders. (f) The provisions of this Section 24 shall survive the occurrence of an Exercise Termination Event. 2. Capitalized terms used in this Agreement and not defined herein shall have the meanings assigned thereto in the Stock Option Agreement or the Merger Agreement. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the date of this Agreement. ATTEST: HUDSON RIVER BANCORP, INC. /s/ Holly Rappleyea By: /s/ Carl A. Florio - -------------------- ------------------- Holly Rappleyea, Secretary Carl A. Florio, President ATTEST: COHOES BANCORP, INC. /s/ Richard A. Ahl By: /s/ Harry L. Robinson - ------------------- ---------------------- Richard A. Ahl, Secretary Harry L. Robinson, President -----END PRIVACY-ENHANCED MESSAGE-----