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): December 6, 2005
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(December 6, 2005)
TrustCo Bank Corp NY
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
0-10592 14-1630287
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(Commission File Number) (IRS Employer Identification No.)
5 Sarnowski Drive, Glenville, New York 12302
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 377-3311
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TrustCo Bank Corp NY
Item 8.01. Other Events
A letter was issued on December 6, 2005 to shareholders of
Ballston Spa Bancorp, Inc. (OTC Bulletin Board "BSPA")
describing the background of the Tender Offer commenced on
December 5, 2005. Attached is the letter labeled as exhibit
99(a).
Item 9.01. Financial Statements & Exhibits
(c) Exhibits
Reg S-K Exhibit No. Description
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99(a) Two page letter to shareholders
of Ballston Spa Bancorp Inc.
(OTC Bulletin Board "BSPA") describing
the background of the Tender Offer
commenced on December 5, 2005.
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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.
Dated: December 6, 2005
TrustCo Bank Corp NY
(Registrant)
By: /s/ Robert T. Cushing
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Robert T. Cushing
Executive Vice President and
Chief Financial Officer
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Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
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99(a) Two page letter to shareholders of 5-6
Ballston Spa Bancorp Inc. (OTC
Bulletin Board "BSPA") describing the
background of the Tender Offer
commenced on December 5, 2005.
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Exhibit 99(a)
TRUSTCO
Bank Corp NY
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5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
December 6, 2005
Ballston Spa Bancorp, Inc. Shareholders
Dear Fellow Shareholder:
We are sure you are wondering why TrustCo is making an offer to buy Ballston
Spa Bancorp, Inc. directly to you rather than through the management and
Board of Directors of the Company. By way of explanation, this letter will
highlight some of the information contained in our Tender Offer concerning
the background of our offer.
In response to our request, management of each of TrustCo and Ballston Spa,
had a meeting on September 14, 2005 at which we indicated our interest in a
business combination with your company. In response, management of Ballston
Spa indicated that not only were they not interested in a business
combination with TrustCo, THEY WERE NOT EVEN INTERESTED IN HEARING THE PRICE
THAT TRUSTCO WOULD PAY FOR YOUR STOCK. On October 20, 2005 and November 30,
2005, Christopher Dowd, Ballston Spa's President, totally rejected our
subsequent offers and refused to discuss the matter further. Accordingly, we
decided to make this Tender Offer directly to you, the shareholders, to
enable each of you to decide whether our price of $45.50 for each of your
shares is of interest to you. We believe you have a right to know about this
offer so that you can make your own decision.
Here is some information that the Ballston Spa management may not want you to
know. Ballston Spa's performance over the last several years lags industry
averages and that of TrustCo. For example:
December 31, 2004
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Ballston Spa TrustCo
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Return on assets 0.30% 2.00%
Return on equity 4.63% 26.65%
Efficiency ratio (lower is better) 88% 39%
TrustCo's strong operating performance illustrates that a community-based
bank remains viable in our area.
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Page 2
In addition to Ballston Spa's poor operating performance, Bloomberg Financial
Markets reports that your Ballston Spa stock has suffered a 2% compounded
annual loss over the five-year period ended September 30, 2005. By way of
comparison, according to Bloomberg Financial Markets, TrustCo's stock
performance during that same five-year period generated compounded annual
returns of 11% for our stockholders.
We are big supporters of the Capital Region, especially the Saratoga County
community where we currently have 14 bank offices. Many of our staff and
employees live (as well as work) in and around Saratoga County, and many are
involved with Saratoga County charitable organizations. We have provided
substantial financial support and assistance to these agencies as well as to
other Saratoga County organizations. We strive to provide the highest quality
services to our customers and excellent investment returns for our
shareholders Our headquarters is in Glenville, New York, less than 5 miles
from the principal office of Ballston Spa.
Please also note that the Federal Income Tax Rates at the present time are
the lowest they have been in years. We recommend that you consult your tax
advisors as to what this means to you.
Our Tender Offer has resulted in an increase in the value of Ballston Spa
stock because our offer is substantially above the stock market price before
our offer was announced. If TrustCo's Tender Offer is not successful then it
is possible the stock price will fall back to pre-tender offer levels and we
therefore urge you to accept our offer and tender your shares pursuant to our
Tender Offer. We believe that to sell your shares today or in the future for
less than $45.50 is certainly unnecessary if not unwise.
The terms and conditions of our Tender Offer are described in our Offer to
Purchase dated December 5, 2005, and we urge you to read it carefully. If you
have any questions about our offer, please contact our information agent,
Regan & Associates, Inc. toll-free at 800-737-3426.
Sincerely,
/s/ Robert J. McCormick
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Robert J. McCormick
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