Cohoes Bancorp in upstate New York insists that it will proceed with a planned merger, despite speculation that a bidding war for the thrift could intensify.

Observers expect that more hostile bids for $727 million-asset Cohoes will surface before the thrift's shareholders vote Aug. 17 on a merger with $1.1 billion-asset Hudson River Bancorp of Hudson, N.Y.

But Cohoes president and chief executive Harry L. Robinson dismisses such speculation and argues that the company would only draw larger buyers' attention after its merger with Hudson River. He also hints that Cohoes shareholders could stand to gain through a "double dip" in which the combined Hudson River/Cohoes would sell out to a bigger company."When we complete our merger and … make the necessary changes, we're going to be a very attractive franchise for a large regional," he said. Large regional banks will not find the acquisition of his Cohoes, N.Y., company "as productive or efficient" as buying a combined Hudson River/Cohoes, he said.

But analysts who follow the company say they are not so sure. They say Cohoes might be able to sell itself to a larger bank than Hudson River now - and for more money.

Cohoes has received two higher - though hostile - offers since the Hudson River deal was announced in April. They were from $2.4 billion-asset Trustco Bank Corp. of Schenectady, N.Y., and $740 million-asset Ambanc Holding Co. of Amsterdam, N.Y. Trustco made a stock-swap offer worth $16 a share, and Ambanc recently increased its all-cash offer to $16.50 a share, from $15.25.

Those bids triggered the speculation that regional banks established in the Albany area could go after Cohoes before the vote on the Hudson River deal. Analysts mention Charter One Financial Inc. of Cleveland, M&T Bank Corp. of Buffalo, and Banknorth Group of Portland, Maine, as potential acquirers.

Richard D. Weiss, a banking analyst with Janney Montgomery Scott in Philadelphia, said Cohoes management should determine whether "there is a white knight out there" and that the company could fetch as much as $20 a share - nearly double the price Hudson River has agreed to.

But Mr. Robinson says he is committed to the Hudson stock-swap deal, billed as a merger of equals valuing Cohoes shares at about $11.

Any offer at this point would be "too little, too late," Mr. Robinson said.

That's pretty much what happened in the recent battle for $2.4 billion-asset Dime Bancorp of New York City. In March, North Fork Bancorp of Melville, N.Y., made an unsolicited bid for Dime, which had already agreed to merge with Hudson United of Mahwah, N.J. North Fork's persistence helped to scuttle the Hudson United deal, and it is still pursuing a hostile takeover of Dime.

Scott Valentin, a banking analyst at Friedman, Billings, Ramsey & Co. in Arlington, Va., said Cohoes shareholders probably would not welcome new offers, but that other hostile bids for the thrift are still possible. To gain broad support, a dark horse would have to submit "a substantially higher offer," he said.

For the proposed merger to receive approval, more than half of all outstanding shares must be cast in favor of the transaction. Shares not voted would essentially count against the merger. Mr. Robinson said management will have "no trouble" getting the necessary votes.


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