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
Date of Report (Date of earliest event reported)
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April 25, 2000
COHOES BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 000-25027 14-1807865
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
75 Remsen Street, Cohoes, New York 12047
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
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(518) 233-6500
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events
On April 25, 2000, the board 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 definitive agreement (the "Merger Agreement") to combine in a
merger of equals (the "Merger"). The Merger Agreement calls for a tax-free
exchange of each outstanding share of Cohoes common stock for 1.185 shares of
Hudson River common stock. In addition, pursuant to the Merger Agreement, Cohoes
Savings Bank will merge with Hudson River Bank & Trust Company.
In connection with the Merger Agreement, Hudson River and Cohoes entered
into option agreements (the "Option Agreements") pursuant to which each party
granted the other party options, exerciable under certain circumstances, to
purchase shares of their respective common stock in an amount equal to 19.9% of
the total number of outstanding shares of either Hudson River's or Cohoes's
common stock as of the day the options become exeercisable.
The Merger will be accounted for as a purchase and is expected to close in
the fourth quarter of 2000. The Merger Agreement has been approved by the boards
of directors of both companies. However, it is subject to certain other
conditions, including the approvals of the shareholders of both companies and
the approvals of regulatory authorities.
The foregoing information does not purport to be complete and is qualified
in its entirety by reference to the Agreement and the Option Agreements attached
hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
See Exhibit Index
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: May 5, 2000 By: /s/ Richard A. Ahl
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Richard A. Ahl
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of April 25, 2000, between
Hudson River Bancorp, Inc. and Cohoes Bancorp, Inc.
2.2 Stock Option Agreement dated as of April 25, 2000 between
Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc.
2.3 Stock Option Agreement dated as of April 25, 2000 between
Hudson River Bancorp, Inc. and Cohoes Bancorp, Inc.