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): January 3, 2006
(January 4, 2006)
TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)
New York
(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
(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 January 3, 2006 to shareholders of
Ballston Spa Bancorp, Inc. (OTC Bulletin Board "BSPA")
concerning TrustCo's Tender Offer. Attached is the letter
labeled as exhibit 99(a).
Item 9.01. Financial Statements & Exhibits
(c) Exhibits
Reg S-K Exhibit No. Description
99(a) Two page letter to
shareholders of Ballston
Spa Bancorp Inc. (OTC
Bulletin Board "BSPA")
concerning TrustCo's Tender
Offer.
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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: January 4, 2006
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
Ballston Spa Bancorp Inc. (OTC
Bulletin Board "BSPA") concerning
TrustCo's Tender Offer.
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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
January 3, 2006
Ballston Spa Bancorp, Inc Shareholders
Dear Fellow Shareholder:
Shortly our offer to purchase your Ballston Spa stock for $45.50 will expire.
Don't miss out on this exceptional opportunity. Your investment in Ballston Spa
stock has languished over the last 10 years and had settled into a price range
of under $32.00. The recent spike in the stock price is a direct result of our
offer to acquire your stock (as well as our purchases) and has nothing
whatsoever to do with the Company's activities. Don't forget that the Ballston
Spa stock was at $32.00 a share into late October and only began to increase
once our interest in the Company was made public.
The letters that you have received from Chris Dowd, President of Ballston Spa,
have tried to distract you with unsupported speculation on his part of greater
things to come. Our offer is very simple to understand and represents a
purchase price that the Ballston Spa stock has never reached and may never
reach again.
The fact of the matter is that Trustco and Ballston Spa should be working
together. We are a natural combination both due to our geographic proximity and
our philosophical commitment to the communities and customers we serve.
As indicated by Bloomberg Financial Services, over the last five years the
stock of Ballston Spa has had an average annual return to their shareholders of
a negative 2% prior to our offer. Mr. Dowd in his last letter to you focused
considerable attention on other merger and acquisition premiums but conspicuous
by its absence was any mention of the profitability of those companies
acquired. Ballston Spa earned $0.92 per share last year. To put that into
prospective, at that rate it would take Ballston Spa in excess of 49 years to
earn the purchase price that we are offering you today. Mr. Dowd's comparisons
to other deals simply point out how strong an offer we are making for your
stock.
I have noted in previous correspondence that Mr. Dowd owns next to no shares of
Ballston Spa stock. This fact is supported by the Ballston Spa 2005 Annual
Meeting minutes where it notes that Mr. Dowd did not cast a single ballot
either in person or by proxy at that meeting. I think it would be safe to say
that Mr. Dowd is asking you to turn down our offer of a significant premium on
your stock when he has nothing at risk.
I have heard it said about investment bankers and big city attorney's that they
will "fight with every drop of your blood" and that is how I think Mr. Dowd is
approaching this business transaction. Instead of admitting the significant
financial benefits to the shareholders along with the benefits of an expanded
branch network for customers and access to a stronger capital base to serve the
Ballston Spa community, he sees TrustCo's offer as a threat to his personal
security.
Let me conclude by saying that I would not have wasted your time, my time or
that of my staff if I wasn't 100% committed to this opportunity. Let's make a
stronger bank for our region and have Ballston Spa and Trustco working
together.
Thank you for your time and your patience.
Very truly yours,
/s/ Robert J. McCormick
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Robert J. McCormick
President and Chief Executive Officer
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