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.
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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
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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).
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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.
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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:__________________________________
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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.
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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);
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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.
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(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