Exhibit 99.5
COHOES SAVINGS BANK
75 Remsen Street
Cohoes, New York 12047-2892
(518) 233-6500
NOTICE OF SPECIAL MEETING OF DEPOSITORS
To Be Held on ______, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of Depositors ("Special
Meeting") of Cohoes Savings Bank (the "Bank") will be held at the
_______________, located at _______________, Cohoes, New York at _:___ p.m.
Eastern time, on ____________, 1998, to consider and vote upon approval of:
The Plan of Conversion ("Plan of Conversion" or "Plan")
pursuant to which the Bank will be converted from a New York
chartered mutual savings bank to a New York chartered stock
savings bank with the concurrent issuance and sale of all of
the Bank's outstanding capital stock to Cohoes Bancorp, Inc.
(the "Company") and the issuance and sale of the Company's
common stock to the public; and other transactions provided
for in the Plan, including the adoption of the Restated
Organization Certificate and Bylaws of the Bank and the
establishment of the Cohoes Savings Foundation.
The Board of Trustees has fixed _____ __, 1998 as the voting record
date ("Voting Record Date") for the determination of depositors of the Bank
entitled to notice of and to vote at the Special Meeting and at any postponement
or adjournment thereof. Only those depositors having aggregate deposits with the
Bank of $100 or more as of the close of business on the Voting Record Date are
Voting Depositors of the Bank. Only Voting Depositors will be entitled to vote
at the Special Meeting or any postponement or adjournment thereof. The Plan of
Conversion must be approved by the affirmative vote of (i) at least seventy-five
percent (75%) in amount of deposit liabilities of Voting Depositors represented
in person or by proxy at the Special Meeting and (ii) at least a majority of the
amount of votes entitled to be cast at the Special Meeting by Voting Depositors.
If there are not sufficient votes for approval of the Plan at the time of the
Special Meeting, the Special Meeting may be postponed or adjourned to permit
further solicitation of proxies.
Whether or not you plan to attend the Special Meeting, you are
requested to sign, date and return the enclosed proxy card(s) without delay in
the enclosed postage-paid envelope marked "Proxy Return" to ensure that your
vote will be counted even if you are unable to attend.
By Order of the Board of Trustees
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Secretary
Cohoes, New York
___________, 1998
COHOES SAVINGS BANK
75 Remsen Street
Cohoes, New York 12047-2892
(518) 233-6500
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF DEPOSITORS OF THE BANK
To Be Held On _________, 1998
THE SUPERINTENDENT OF BANKS OF THE STATE OF NEW YORK HAS APPROVED THE PLAN OF
CONVERSION SUBJECT TO THE APPROVAL OF THE BANK'S VOTING DEPOSITORS AND THE
SATISFACTION OF CERTAIN OTHER CONDITIONS. HOWEVER, SUCH APPROVAL DOES NOT
CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF THE PLAN OF CONVERSION BY THE
SUPERINTENDENT.
Purpose of the Special Meeting
This Proxy Statement, together with the Prospectus of Cohoes Bancorp,
Inc. (the "Company") attached hereto, constitutes the Proxy Statement for and is
being furnished to Voting Depositors of Cohoes Savings Bank (the "Bank") in
connection with the solicitation by the Board of Trustees of the Bank of proxies
to be voted at the Special Meeting of Depositors of the Bank (the "Special
Meeting") to be held on _____ __, 1998 at the ______________________________,
located at __ __________, ______, New York, at _:__ _.m., Eastern time, and at
any postponement or adjournment thereof. The Special Meeting is being held for
the purpose of considering and voting upon approval of the Plan of Conversion
(the "Plan" or "Plan of Conversion"), pursuant to which the Bank will be
converted from a New York chartered mutual savings bank to a New York chartered
stock savings bank (the "Conversion") with the concurrent issuance and sale of
all of the Bank's outstanding capital stock to the Company and the issuance and
sale of the Company's common stock, par value $0.01 per share to the public; and
other transactions contemplated by and provided for in the Plan of Conversion,
including the adoption of the Restated Organization Certificate and Bylaws of
the Bank and the establishment of the Cohoes Savings Foundation (the
"Foundation") which will be funded with an amount of the Company's common stock
equal to 3% of the Company's common stock sold in the Conversion.
Voting for or against approval of the Plan of Conversion includes a
vote for or against the adoption of the Restated Organization Certificate and
Bylaws of the Bank and establishment of the Foundation.
Voting for approval of the Plan of Conversion will not obligate any
person to purchase any of the Company's common stock and will not affect the
balance, interest rate or federal deposit insurance of any deposits.
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THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF
THE PLAN OF CONVERSION.
Voting Rights and Votes Required for Approval
The Board of Trustees has fixed ______ __, 1998 as the voting record
date ("Voting Record Date") for the determination of depositors entitled to
notice of and to vote at the Special Meeting or at any postponement or
adjournment thereof. Only those depositors of the Bank having aggregate deposits
of $100 or more as of the close of business on the Voting Record Date, are
Voting Depositors of the Bank. Only Voting Depositors of the Bank will be
entitled to vote at the Special Meeting or at any adjournment thereof. The Plan
of Conversion must be approved by the affirmative vote of (i) at least
seventy-five percent (75%) in amount of deposit liabilities of Voting Depositors
represented in person or by proxy at such Special Meeting and (ii) at least a
majority of the amount of votes entitled to be cast at such Special Meeting by
Voting Depositors. If there are not sufficient votes for approval of the Plan at
the time of the Special Meeting, the Special Meeting may be postponed or
adjourned to permit further solicitation of proxies.
Each Voting Depositor will be entitled at the Special Meeting to cast
one vote for each $100 such Voting Depositor had on deposit with the Bank as of
the Voting Record Date; however, no Voting Depositor may cast more than 1,000
votes at the Special Meeting. In general, accounts held in different ownership
capacities will be treated as separate accounts for purposes of applying the
1,000 vote limitation. For example, if two persons hold a $100,000 account in
their joint names and each of the persons also holds a separate account for
$100,000 in their own name, each person would be entitled to 1,000 votes for the
separate account and they would together be entitled to cast 1,000 votes on the
basis of the joint account. The Bank's records indicate that as of the Voting
Record Date, there were approximately ______ Voting Depositors entitled to cast
a total of _________ votes at the Special Meeting.
Deposits held in trust or other fiduciary capacity may be voted by the
trustee or other fiduciary to whom voting rights are delegated under the trust
instrument or other governing document or applicable law. In the case of
Individual Retirement Account and tax qualified plan accounts, such as Keogh
accounts established at the Bank, the beneficiary may direct the trustee's vote
on the Plan of Conversion by returning a proxy card to the Bank. If no proxy
card is returned, the Bank, as trustee, will vote FOR the adoption of the Plan
of Conversion.
Proxies
The Bank's Voting Depositors may vote at the Special Meeting or at any
postponement or adjournment thereof in person or by proxy. Enclosed is a proxy
card which may be used by any Voting Depositor to vote on the Plan of
Conversion. The enclosed proxy card may not be used for any other meetings of
the Bank's depositors. All properly executed proxies received by the Bank will
be voted in accordance with the instruction indicated thereon by the Voting
Depositor giving such proxies. If no instructions are given, executed proxies
will be voted FOR the adoption of the Plan of Conversion.
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Revocability of Proxies
A proxy may be revoked at any time before it is voted by filing written
revocation of the proxy with the Secretary of the Bank, by submitting a duly
executed proxy bearing a later date or by attending and voting in person at the
Special Meeting or any postponement or adjournment thereof. The presence of a
Voting Depositor at the Special Meeting shall not revoke a proxy unless a
written revocation is filed with the Secretary prior to the voting of such
proxy. The proxies being solicited by the Board of Trustees of the Bank are only
for use at the Special Meeting or at any postponement or adjournment thereof and
will not be used at any other meeting.
Solicitation of Proxies and Tabulation of the Vote
To the extent necessary to permit approval of the Plan of Conversion,
proxies may be solicited by officers, trustees or employees of the Bank, by
telephone or through other forms of communication and, if necessary, the Special
Meeting may be postponed or adjourned to a later date. Such persons will be
reimbursed by the Bank for their reasonable out-of-pocket expenses incurred in
connection with such solicitation. The Company has retained _________________ to
provide solicitation of proxies and other services, for a fee of $_______ plus
reimbursement of reasonable out-of-pocket expenses. The Bank will bear all costs
of this solicitation.
The Board of Trustees has appointed ________________________
("_____") as the independent custodian and tabulator to receive and hold the
proxy cards and to count the votes cast for and against both proposals. Proxies
delivered to the Bank at its branch offices will be deposited unopened and
sealed in containers that are maintained and delivered unopened in a sealed
state to _____ as custodian and tabulator.
Reasons for the Conversion
See "Summary" and "The Conversion -- Purposes of Conversion" and
"--Effects of Conversion" in the Prospectus for discussion of the basis upon
which the Board of Trustees determined to approve the Plan of Conversion. As
more fully discussed in those sections and in other sections of the Prospectus,
the Board of Trustees believes that the Plan of Conversion is in the best
interests of the Bank, its depositors and the communities it serves.
Management of the Company and the Bank
For information regarding the management of the Bank and the Company,
including compensation-related information, see "Management of the Holding
Company" and "Management of the Bank" in the Prospectus.
THE ATTACHED PROSPECTUS IS AN INTEGRAL PART OF THIS PROXY STATEMENT AND CONTAINS
DETAILED INFORMATION ABOUT THE BANK, THE COMPANY, THE FOUNDATION AND THE
CONVERSION, INCLUDING THE RIGHTS OF CERTAIN DEPOSITORS TO SUBSCRIBE FOR SHARES
OF THE COMPANY'S COMMON STOCK. VOTING DEPOSITORS ARE URGED TO CONSIDER SUCH
INFORMATION CAREFULLY PRIOR TO SUBMITTING THEIR PROXIES.
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REVOCABLE PROXY
COHOES SAVINGS BANK
SPECIAL MEETING OF DEPOSITORS
__________, 1998
The undersigned hereby appoints the Board of Trustees of Cohoes Savings
Bank. (the "Bank"), and its survivor, with full power of substitution, to act as
attorneys and proxies for all votes which the undersigned depositor is entitled
to cast at the Special Meeting of Depositors (the "Meeting"), to be held on
__________, 1998 at the main office of the Bank located at 75 Remsen Street,
Cohoes, New York, at _:__ P.M. New York time, and at any and all adjournments
thereof, as follows:
FOR AGAINST
The approval of the Plan of Conversion (the --- -------
"Plan"), pursuant to which the Bank will
convert from a New York chartered mutual [ ] [ ]
savings bank to a New York chartered stock
savings bank, with the concurrent issuance
of all outstanding shares of its capital
stock to Cohoes Bancorp, Inc., (the
"Company") and the issuance and sale of the
Company's common stock to the public; and
other transactions provided for in the Plan,
including the adoption of the Restated
Organization Certificate and Bylaws of the
Bank and the establishment of the Cohoes
Savings Foundation.
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Trustees recommends a vote "FOR" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED
AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR
BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF TRUSTEES KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The depositor may revoke this proxy by: (i) filing with the Secretary
of the Bank at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Bank at or before the
Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy).
The undersigned acknowledges receipt from the Bank, prior to the
execution of this Proxy, of Notice of the Meeting and a Proxy Statement dated on
or about __________, 1998.
Dated: ________________________
_______________________________
PRINT NAME OF DEPOSITOR
_______________________________
SIGNATURE OF DEPOSITOR
IMPORTANT: Please sign your name exactly as it appears on this proxy. Joint
accounts need only one signature. When signing as an attorney, administrator,
agent, corporation, officer, executor, trustee or guardian, etc., please add
your full title to your signature.
NOTE: IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE SIGN AND RETURN ALL
CARDS IN THE ACCOMPANYING ENVELOPE.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE
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