-----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, Sq8VME/bjhrN68Nc8ONr3Cgj3f0NA2zd/wCAWwlkAzTK1T/2+/fW0wqieLcBA096 hHDHPkN67UQkdiPBFqhImQ== /in/edgar/work/20000707/0000357301-00-000045/0000357301-00-000045.txt : 20000920 0000357301-00-000045.hdr.sgml : 20000920 ACCESSION NUMBER: 0000357301-00-000045 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000707 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: 668902 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: 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: 425 BUSINESS ADDRESS: STREET 1: 192 ERIE BLVD CITY: SCHENECTADY STATE: NY ZIP: 12305 BUSINESS PHONE: 5183773311 425 1 0001.txt FILING PURSUANT TO RULE 425 Cohoes Bancorp., Inc. and Hudson River Bancorp., Inc. Shareholders: WE'RE NOT TRYING TO STOP SOMETHING ... WE'RE TRYING TO START SOMETHING The directors of both Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc. unconditionally rejected TrustCo Bank Corp's acquisition offers in favor of their own merger. They did so even though Trustco's offers would give their shareholders a substantially greater return than their proposed merger. Who Really Benefits from the Cohoes/Hudson Merger? Directors of Cohoes receive restricted stock . Estimated value of $107,000* per director. The CEO of Cohoes receives restricted stock. Estimated value $853,000* The CEOs of both Cohoes and Hudson receive six-year employment agreements. Directors who are not elected to the new board may receive up to $189,000 each over the next six years. The CEO of Hudson River is entitled to $3,000,000 if not elected co-CEO or CEO of the new company beginning three years after the merger. Upon merger, directors of Cohoes receive an additional 7,490 stock options. TrustCo remains committed to its offers to the shareholders of Cohoes and Hudson River. Trustco's offers provide the shareholders of both companies an attractive premium over market values and. based on historical rates, the shareholders would receive a substantial increase in their dividends. TrustCo has the financial strength to make its offers work, and to insure independent, community-based banking for many years to come. The TrustCo offers. Better for the shareholders. Better for the community. TrustCo Bank Corp NY intends to file Tender Offer Statements and Registration Statements with the United States Securities and Exchange Commission because its offers to acquire Cohoes Bankcorp., Inc. and Hudson River Bancorp., Inc. have been rejected. We urge investors to carefully read these documents at the time they are filed because they will contain important information regarding the proposed acquisitions. These documents will be available for free to any investor at the United States Securities and Exchange Commission web site (www.sec.gov). Shareholders of TrustCo, Cohoes and Hudson River may obtain a free copy of these documents upon written request to TrustCo Bank Corp NY, 320 State Street, Schenectady, New York 12305, Attention: Secretary. *The above estimates were based on a closing price for HRBT of $11.875 as of 6/30/00. The above information was extracted from Form S-4/A Registration Statement Hudson River Bancorp, Inc. filed 6/30/00. -----END PRIVACY-ENHANCED MESSAGE-----