-----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, Bxj/CJ4Rov0yuK2iFkaRgcQV920PiEy9RXD+wUKpTnA8H1imT+Bxg/O9kvv5HuhD 2BfSe26zo9QHLkCyTGkAEw== 0001065407-00-000137.txt : 20000509 0001065407-00-000137.hdr.sgml : 20000509 ACCESSION NUMBER: 0001065407-00-000137 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000508 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON RIVER BANCORP INC CENTRAL INDEX KEY: 0001057007 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 141803212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58963 FILM NUMBER: 621223 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: COHOES BANCORP INC CENTRAL INDEX KEY: 0001070321 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 141807865 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D 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 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Hudson River Bancorp, Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 444128102 - ------------------------------------------------------------------------------ (CUSIP Number) Harry L. Robinson President and Chief Executive Officer Cohoes Bancorp, Inc. 75 Remsen Street Cohoes, New York 12047 (518) 233-6500 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 25, 2000 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act. Page 1 of 14 Pages CUSIP No. 444128102 Page 2 of 14 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cohoes Bancorp, Inc. IRS Employer Identification No. 14-1807865 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] Not Applicable (b) [ ] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] Not applicable - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER 3,093,765(1) NUMBER OF --------------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY --------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 3,093,765(1) PERSON --------------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ _______________ (1) The Reporting Person disclaims beneficial ownership of these shares pursuant to Rule 13d-4 under the Exchange Act. See Item 5 of this Schedule 13D. CUSIP No. 444128102 Page 3 of 14 Pages 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,093,765(2) - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not Applicable - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.9% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO, HC - ------------------------------------------------------------------------------ Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $.01 per share (the "Hudson River"), of Hudson River Bancorp, Inc. ("Hudson River"), a corporation organized and existing under the laws of the State of Delaware and registered as a savings and loan holding company under the Home Owners Loan Act, as amended (the "HOLA"). The principal executive offices of Hudson River are located at One Hudson City Centre, Hudson, New York 12534. Item 2. Identity and Background. (a)-(c) and (f) This Schedule 13D is filed by Cohoes Bancorp, Inc. ("Cohoes"), a corporation organized and existing under the laws of the State of Delaware and registered as a savings and loan holding company under the HOLA. Through its subsidiaries, Cohoes provides a wide range of financial services to individuals and businesses located primarily in New York. Cohoes' principal offices are located at 75 Remsen Street, Cohoes, New York 12047. Each executive officer and each director of Cohoes is a citizen of the United States. The name, business address and present principal occupation of each director and executive officer of Cohoes is set forth in Exhibit 1 to this Schedule 13D and is specifically incorporated herein by reference. _______________ (2) The Reporting Person disclaims beneficial ownership of these shares pursuant to Rule 13d-4 under the Exchange Act. See Item 5 of this Schedule 13D. CUSIP No. 444128102 Page 4 of 14 Pages (d)-(e) During the last five years, neither Cohoes nor, to the best of Cohoes' knowledge, any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Cohoes or such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to a Stock Option Agreement, dated as of April 25, 2000, between Hudson River, as issuer, and Cohoes, as grantee (the "Hudson River Option Agreement"), Hudson River has granted Cohoes an irrevocable option to purchase the shares of Hudson River Common Stock covered by this Schedule 13D under certain circumstances (the "Hudson River Option"). Specifically, the Hudson River Option grants Cohoes the right to purchase up to 3,093,765 shares of Hudson River Common Stock (the "Hudson River Option Shares") (which represent 19.9% of the number of shares outstanding on April 25, 2000, without giving effect to the issuance of any shares pursuant to an exercise of the Hudson River Option), subject to certain adjustments, at a price, subject to certain adjustments, of $9.3125 per share. The Hudson River Option was granted by Hudson River as a condition of and in consideration for Cohoes entering into an Agreement and Plan of Merger, dated as of April 25, 2000, between Cohoes and Hudson River (the "Merger Agreement"). The exercise of the Hudson River Option for the full number of Hudson River Option Shares currently covered thereby would require aggregate funds of approximately $28.8 million. It is anticipated that, should the Hudson River Option become exercisable and should Cohoes elect to exercise the Hudson River Option, Cohoes would obtain the funds for purchase from working capital. A copy of the Hudson River Option Agreement is included as Exhibit 2.2 to the Current Report on Form 8-K filed by Cohoes with the Securities and Exchange Commission (the "SEC") on May 5, 2000 and is incorporated herein by reference in its entirety. Item 4. Purpose of Transaction. On April 25, 2000, Cohoes and Hudson River entered into the Merger Agreement, pursuant to which Cohoes will, subject to the conditions and upon the terms stated therein, merge with and into Hudson River (the "Merger"). Hudson River and Cohoes also entered into a Stock Option Agreement (the "Cohoes Option Agreement," and together with the Hudson River Option Agreement, (the "Option Agreements"), pursuant to which Cohoes granted to Hudson River an irrevocable option to purchase shares of Cohoes common stock, $.01 par value per share (the "Cohoes Common Stock"), under certain circumstances (the "Cohoes Option," and together with the Hudson River Option, the "Options"). Specifically, the Cohoes Option grants Hudson River the right CUSIP No. 444128102 Page 5 of 14 Pages to purchase up to 1,574,538 shares of Cohoes Common Stock (the "Cohoes Option Shares") (which represent 19.9% of the number of shares of Cohoes Common Stock outstanding on April 25, 2000, without giving effect to the issuance of any shares pursuant to an exercise of the Cohoes Option), subject to certain adjustments, at a price, subject to certain adjustments, of $9.8125 per share. The Cohoes Option was granted by Cohoes as a condition of and in consideration for Hudson River entering into the Merger Agreement. The Merger Agreement provides, among other things, that as a result of the Merger each share of Cohoes Common Stock outstanding immediately prior to the effective time of the Merger (the "Effective Time") (other than certain shares) will be converted into the right to receive 1.185 shares of Hudson River Common Stock (the "Exchange Ratio"). The Merger is subject to customary closing conditions, including, among other things, approval of the Merger by the respective shareholders of Cohoes and Hudson River and the receipt of all required regulatory approvals of the Merger and contemplated subsidiary savings bank mergers. In addition, the Merger is conditioned upon the effectiveness of a registration statement to be filed by Hudson River with the SEC with respect to the shares of Hudson River Common Stock to be issued in the Merger and the approval for listing of such shares on the Nasdaq Stock Market's National Market, as well as other customary conditions. None of the foregoing approvals has yet been obtained, and there is no assurance as to if or when such approvals will be obtained. Concurrently with entering into the Merger Agreement, Cohoes and Hudson River entered into the Hudson River Option Agreement, pursuant to which Hudson River granted to Cohoes the Hudson River Option. Under the Hudson River Option Agreement, the Hudson River Option will become exercisable (so long as Cohoes is not in willful breach of any of its covenants or agreements contained in the Merger Agreement under circumstances that would entitle Hudson River to terminate the Merger Agreement) upon the occurrence of both an Initial Triggering Event (as defined in the Hudson River Option Agreement) and a Subsequent Triggering Event (as defined in the Hudson River Option Agreement) prior to the occurrence of an Exercise Termination Event (as defined in the Hudson River Option Agreement). An "Initial Triggering Event" means any of the following events: (1) Hudson River or any of its significant subsidiaries, without Cohoes' prior written consent, shall have entered into an agreement to engage in an Acquisition Transaction (as defined) with any person other than Cohoes or any of its subsidiaries or the Board of Directors of Hudson River shall have recommended that the stockholders of Hudson River approve or accept any Acquisition Transaction with any person other than Cohoes or any of its subsidiaries (for purposes of the Hudson River Option Agreement "Acquisition Transaction" means (x) a merger or consolidation, or any similar transaction, involving Hudson River or any of its significant subsidiaries (other than mergers, consolidations or similar transactions (i) involving solely Hudson River and/or one or more wholly-owned subsidiaries of CUSIP No. 444128102 Page 6 of 14 Pages Hudson River, provided, any such transaction is not entered into in violation of the terms of the Merger Agreement) or (ii) in which stockholders of Hudson River Common Stock immediately prior to completion of such transaction own at least 50% of the Hudson River Common Stock (or the resulting or surviving entity in such transaction), provided, any such transaction is not entered into in violation of the terms of the Merger Agreement), (y) a purchase, lease or other acquisition or assumption of all or any substantial part of the assets or deposits of Hudson River or any of its significant subsidiaries, or (z) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing 10% or more of the voting power of Hudson River or any of its significant subsidiaries; (2) any person, other than Cohoes or any subsidiary of Cohoes, shall have acquired beneficial ownership or the right to acquire beneficial ownership of 10% or more of the outstanding shares of Hudson River Common Stock; (3) a public announcement that any person (other than Cohoes or any subsidiary of Cohoes) shall have made, or publicly disclosed an intention to make, a bona fide proposal to engage in an Acquisition Transaction; (4) (i) Hudson's Board of Directors, without Cohoes' prior written consent, shall have withdrawn or modified or announced its intention to withdraw or modify in a manner adverse to Cohoes the recommendation of Hudson River's Board of Directors with respect to the Merger Agreement, (ii) Hudson River or any of its subsidiaries, without Cohoes' prior written consent, shall have authorized, recommended, proposed (or publicly announced its intention to authorize, recommend or propose) an agreement to engage in an Acquisition Transaction with any person other than Cohoes or a subsidiary of Cohoes or (iii) Hudson River shall have provided information to or engaged in negotiations with a third party relating to a possible Acquisition Transaction; (5) any person (other than Cohoes or any subsidiary of Cohoes) shall have commenced, or shall have filed a registration statement under the Securities Act of 1933 ("Securities Act") with respect to, a tender offer or exchange offer to purchase any shares of Hudson River Common Stock such that, upon consummation of such offer, such person would own or control 10% or more of the then outstanding shares of Hudson River Common Stock or filed a preliminary proxy statement with the SEC with respect to a potential vote by its stockholders to approve the issuance of shares to be issued in an exchange offer; (6) Hudson River shall have willfully breached any covenant or obligation contained in the Merger Agreement after an overture is made by a third party to Hudson River or its stockholders to engage in an Acquisition Transaction and such breach would entitle Cohoes to terminate the Merger Agreement and such breach is not cured within the time frame set forth in the Hudson River Option Agreement or (7) any person, other than Cohoes or any of its subsidiaries and other than in connection with a transaction to which Cohoes has given its prior written consent, shall have filed an application or notice with any federal or state thrift or bank regulatory or anti-trust authority, which application or notice has been accepted for processing, for approval to engage in an Acquisition Transaction. A "Subsequent Triggering Event" means any of the following events: (1) the occurrence of the Initial Triggering Event described in clause (1) of the preceding sentence, except that the percentage referred to in clause (c) of such clause shall be 25%; or (2) any person (other than Cohoes or any subsidiary of Cohoes) shall have acquired beneficial ownership of 25% or more of the then outstanding shares of Hudson River Common Stock. CUSIP No. 444128102 Page 7 of 14 Pages Under the Hudson River Option Agreement, at any time after the first occurrence of a Repurchase Event (as defined in the Hudson River Option Agreement) and prior to an Exercise Termination Event, Cohoes may request Hudson River to repurchase the Hudson River Option and any Hudson River Option Shares purchased pursuant thereto at an aggregate price specified in the Hudson River Option Agreement, provided that the obligation of Hudson River to repurchase the Hudson River Option and any Hudson River Option Shares under the Hudson River Option Agreement shall not terminate upon the occurrence of an Exercise Termination Event unless no Subsequent Triggering Event shall have occurred prior to the occurrence of an Exercise Termination Event. Each of the following is an "Exercise Termination Event" for purposes of the Hudson River Option Agreement: (i) the Effective Time of the Merger, (ii) termination of the Merger Agreement in accordance with its terms prior to the occurrence of an Initial Triggering Event, except for a termination by Cohoes due to a breach by Hudson River of any covenant or undertaking in the Merger Agreement which would permit Cohoes to terminate the Merger Agreement pursuant to Section 8.1(b) thereof (a "Listed Termination") and (iii) 12 months (or such longer period as specified under the Hudson River Option Agreement upon the occurrence of certain events) following termination of the Merger Agreement following the occurrence of an Initial Triggering Event or pursuant to a Listed Termination, provided that if an Initial Triggering Event continues or occurs beyond such termination and prior to the passage of such 12-month period, then the period shall be 12 months from the expiration of the last Initial Triggering Event to expire but in no event more than 18 months after such termination. The Hudson River Option Agreement provides that in the event Hudson River enters into certain transactions with third parties, Cohoes will have the right to substitute for the Hudson River Option a substitute option (the "Substitute Option") with (i) the continuing or surviving corporation, in the case of a merger or consolidation with Hudson River, (ii) the transferee, in the case of a transfer of all or substantially all of Hudson River's assets or (iii) with Hudson River. In such case, the Substitute Option will have the same or, if not so permitted by law, as similar as possible terms as the Hudson River Option, with the number of shares covered by the Substitute Option and the exercise price therefor determined as specified in the Hudson River Option Agreement. Cohoes may, at any time following a Repurchase Event and prior to the occurrence of an Exercise Termination Event, relinquish the Hudson River Option (together with any Hudson River Option Shares issued to and then owned by Cohoes to Hudson River in exchange for a cash fee equal to $4.4 million (i) plus, if applicable, Cohoes' purchase price with respect to any Hudson River Option Shares and (ii) minus, if applicable, the excess of (A) the net cash amounts, if any received by Cohoes' or any subsidiary of Cohoes pursuant to the arms' length sale of Hudson River Option Shares to any unaffiliated party, over (B) Cohoes' purchase price of any Hudson River Option Shares. CUSIP No. 444128102 Page 8 of 14 Pages Except as set forth herein or in the Exhibits hereto, Cohoes does not have any current plans or proposals that relate to or would result in: (A) The acquisition by any person of additional shares of Hudson River Common Stock or the disposition of shares of Hudson River Common Stock; (B) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Hudson River or any of its subsidiaries; (C) A sale or transfer of a material amount of assets of Hudson River or any of its subsidiaries; (D) Any change in the present Board of Directors or management of Hudson River, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (E) Any material change in the present capitalization or dividend policy of Hudson River; (F) Any other material change in Hudson River's business or corporate structure; (G) Any changes in Hudson River's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Hudson River by any person; (H) Causing a class of securities of Hudson River to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (I) A class of equity securities of Hudson River becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (J) Any action similar to any of those enumerated above. The foregoing descriptions of the Merger Agreement and the Hudson River Option Agreement are qualified in their entirety by reference to such documents, copies of which are included as Exhibits 2.1 and 2.2, respectively, to the Current Report on Form 8-K filed by Cohoes on May 5, 2000 and are incorporated herein by reference in their entirety. Item 5. Interest in Securities of Issuer. (a)-(b) By reason of its execution of the Hudson River Option Agreement, pursuant to Rule 13d-3(d)(1)(i)(D) promulgated under the Exchange Act, Cohoes may be deemed to have sole CUSIP No. 444128102 Page 9 of 14 Pages voting and sole dispositive power with respect to the Hudson River Common Stock subject to the Hudson River Option and, accordingly, may be deemed to beneficially own 3,093,765 shares of Hudson River Common Stock, or 19.9% of the Hudson River Common Stock issued and outstanding as of April 25, 2000, without giving effect to the issuance of any shares pursuant to an exercise of the Hudson River Option. However, because the Hudson River Option is exercisable only in the circumstances set forth in Item 4 of this Schedule 13D, none of which has occurred as of the date hereof, Cohoes expressly disclaims any beneficial ownership of the 3,093,765 shares of Hudson River Common Stock which are obtainable by Cohoes upon exercise of the Hudson River Option. Except as set forth above, neither Cohoes nor, to the best of Cohoes' knowledge, any of the individuals named in Schedule 1 hereto, is a beneficial owner of any Hudson River Common Stock. (c) Except as set forth above, no transactions in Hudson River Common Stock were effected during the past 60 days by Cohoes or, to the best of Cohoes' knowledge, by any of the individuals named in Schedule 1 hereto. (d) So long as Cohoes has not purchased the Shares of Hudson River Common Stock subject to the Hudson River Option, Cohoes does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Hudson River Common Stock. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Concurrently with the entering into of the Hudson River Option Agreement, Hudson River and Cohoes entered into the Cohoes Option Agreement. See Item 4 above. With the exception of the number of shares subject to the option and the price at which the option may be exercised, the terms of the Cohoes Option Agreement are substantially identical in all respects to those of the Hudson River Option Agreement. The foregoing description of the Cohoes Option Agreement is qualified in its entirety by reference to the copy of the Cohoes Option Agreement, which is filed as Exhibit 2.3 to the Current Report on Form 8-K filed by Cohoes on May 5, 2000 and incorporated herein by reference. As described above, the Merger Agreement contains certain customary restrictions on the conduct of the business of both Cohoes and Hudson River, including certain customary restrictions relating to the Cohoes Common Stock and the Hudson River Common Stock. Except as provided in the Merger Agreement and the Option Agreements, neither Cohoes nor, to the best of Cohoes' knowledge, any of the individuals named in Schedule 1 hereto, has any contracts, arrangements, understandings, or relationships (legal or otherwise), with any person with respect to any securities CUSIP No. 444128102 Page 10 of 14 Pages of Hudson River, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. The following exhibits are filed as part of this Schedule 13D: Exhibit 1 Name, business address and present principal occupation of each director and executive officer of Cohoes Bancorp, Inc. Exhibit 2 Agreement and Plan of Merger, dated as of April 25, 2000, between Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to Cohoes Bancorp, Inc.'s Current Report on Form 8-K filed on May 5, 2000). Exhibit 3 Stock Option Agreement, dated as of April 25, 2000, between Cohoes Bancorp, Inc. as grantee, and Hudson River Bancorp, Inc., as issuer (incorporated by reference to Exhibit 2.2 to Cohoes Bancorp, Inc.'s Current Report on Form 8-K filed on May 5, 2000). Exhibit 4 Stock Option Agreement, dated as of April 25, 2000, between Hudson River Bancorp, Inc., as grantee, and Cohoes Bancorp, Inc., as issuer (incorporated by reference to Exhibit 2.3 to Cohoes Bancorp, Inc.'s Current Report on Form 8-K filed on May 5, 2000). CUSIP No. 444128102 Page 11 of 14 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. COHOES BANCORP, INC. By: /s/ Harry L. Robinson ------------------------------------- Harry L. Robinson President and Chief Executive Officer May 5, 2000 CUSIP No. 444128102 Page 12 of 14 Pages EXHIBIT INDEX Exhibit 1 Name, business address and present principal occupation of each director and executive officer of Cohoes Bancorp, Inc. Exhibit 2 Agreement and Plan of Merger, dated as of April 25, 2000, between Cohoes Bancorp, Inc. and Hudson River Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to Cohoes Bancorp, Inc.'s Current Report on Form 8-K filed on May 5, 2000). Exhibit 3 Stock Option Agreement, dated as of April 25, 2000, between Cohoes Bancorp, Inc. as grantee, and Hudson River Bancorp, Inc., as issuer (incorporated by reference to Exhibit 2.2 to Cohoes Bancorp, Inc.'s Current Report on Form 8-K filed on May 5, 2000). Exhibit 4 Stock Option Agreement, dated as of April 25, 2000, between Hudson River Bancorp, Inc., as grantee, and Cohoes Bancorp, Inc., as issuer (incorporated by reference to Exhibit 2.3 to Cohoes Bancorp, Inc.'s Current Report on Form 8-K filed on May 5, 2000). EX-1 2 CUSIP No. 444128102 Page 13 of 14 Pages Exhibit 1 Name, business address and present principal occupation of the directors and executive officers of Cohoes Bancorp, Inc. Directors - --------- The business address of each director of Cohoes Bancorp, Inc. is c/o Cohoes Bancorp, Inc., 75 Remsen Street, Cohoes, New York 12047 Duncan S. MacAffer Chairman of the Board Harry L. Robinson President and Chief Executive Officer Arthur E. Bowen President and Funeral Director Bowen Funeral Home, Inc. Peter G. Casabonne Managing Partner Fuller Realty, Inc. Michael L. Crotty President Capitol Equipment, Inc. Chester C. DeLaMater Retired Frederick G. Field, Jr. Retired J. Timothy O'Hearn President Century House, Inc. R. Douglas Paton Retired Walter H. Speidel Retired Donald A. Wilson President Wilson & Stark, CPA, PC CUSIP No. 444128102 Page 14 of 14 Pages Executive Officers who are not Directors - ---------------------------------------- The business address of each executive officer of Cohoes Bancorp, Inc. who is not a director is c/o Cohoes Bancorp, Inc., 75 Remsen Street, Cohoes, New York 12047. Richard A. Ahl Executive Vice President, Secretary and Chief Financial Officer Albert J. Picchi Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----