-----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, QPlaBvFzn9/mvRRP3UPwcvGc3lSZF26f9ve3//pOcHoI6HGWXSa3XBWc5M8f0B4Q 4U9hpYQ44bti7VzDVLVsaw== /in/edgar/work/0000357301-00-000153/0000357301-00-000153.txt : 20001122 0000357301-00-000153.hdr.sgml : 20001122 ACCESSION NUMBER: 0000357301-00-000153 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001121 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: 774889 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: 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 Filed by TrustCo Bank Corp NY Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934 Subject Company: Cohoes Bancorp, Inc.(Commission File No. 000-25027) TRUSTCO Bank Corp NY News Release 192 Erie Boulevard, Schenectady, New York, 12305 - -------------------------------------------------------------------------------- (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: William F. Terry Secretary 518-381-3611 FOR IMMEDIATE RELEASE: INSTITUTIONAL SHAREHOLDER SERVICES RECOMMENDS TRUSTCO CANDIDATES FOR COHOES BANCORP, INC BOARD SEATS Schenectady, New York - November 21, 2000 TrustCo Bank Corp NY (Nasdaq: TRST) today reported that Institutional Shareholder Services (ISS), the nation's leading independent proxy advisory firm, has recommended that shareholders of Cohoes Bancorp, Inc. vote for TrustCo's four candidates for seats on the Cohoes Board of Directors at the annual meeting of Cohoes shareholders to be held on November 30, 2000. In advising Cohoes shareholders to vote for the TrustCo nominees and withhold authority for the Cohoes nominees, ISS said: "On balance, we believe that the circumstances in this contest warrant the election of TrustCo's nominees to the Cohoes board of directors. The failure of the incumbent directors to step forward and play the proper, productive role in the sale of the company is clear evidence of the need for a change. TrustCo's offer is simply too rich to ignore out of hand, particularly when management has already conceded that it will sell the company and there are no other, better offers for the company in sight. Therefore, the inability of TrustCo and Cohoes management to sit down and hold productive discussions, while understandable in light of previous events, clearly calls for more active participation on the part of the Cohoes' board. The election of four new nominees with no affiliation to either TrustCo or Cohoes appears to be in the best available means of resolving the current impasse and helping jump-start the meaningful discussions that would be in shareholders best interests." - More - Additionally the ISS report stated, "unfortunately it appears that the Cohoes board has been entirely supine to date, failing to assert itself in a process that desperately needs the intervention of the independent directors." Finally, "We recommend a vote FOR Item 1 (i.e., the TrustCo candidates) on the Dissident Proxy (White Card)." Institutional Shareholder Services, based in Rockville, MD, is an independent advisor to more than 500 institutional shareholders on corporate governance and proxy voting matters, including proxy contests, management and shareholder resolutions, and other shareholder-related issues. TrustCo has not obtained the written consent of ISS to quote portions of its analysis and recommendation, however, ISS does not object to the use of portions of its report. Robert A. McCormick, President and CEO, of TrustCo Bank Corp NY said, "I am gratified that ISS, a highly respected independent advisor, agrees with TrustCo that the board of Cohoes has a duty to its shareholders to direct management to pursue the TrustCo offer or find one that is better." TrustCo urges Cohoes shareholders to promptly sign, date and return their WHITE proxy by November 30, 2000. If you need assistance with voting your shares, shareholders may call Georgeson Shareholder Communications Inc toll-free at 800-223-2064. TrustCo is a $2.4 billion bank holding company and through its subsidiary banks, Trustco Bank, National Association, and Trustco Savings Bank, operates 54 bank offices in Albany, Columbia, Greene, Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, and Washington counties. In addition, Trustco Bank, National Association operates a full service Trust Department with $1.34 billion of assets under management. # # # -----END PRIVACY-ENHANCED MESSAGE-----