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 8, 2005
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(December 7, 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 to shareholders was issued on December 7, 2005
describing the background of the Tender Offer for all of
the outstanding shares of Ballston Spa Bancorp, Inc. (OTC
Bulletin Board "BSPA") 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) One page letter to shareholders describing
the background of the Tender Offer
commenced on December 5, 2005 for all
of the outstanding shares of Ballston Spa
Bancorp, Inc.
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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 8, 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) One page letter to shareholders 5
describing the background of the Tender
Offer commenced on December 5, 2005 for
all of the outstanding shares of Ballston
Spa Bancorp, Inc.
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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 7, 2005
TrustCo Bank Corp NY Shareholders
Dear Shareholders:
On December 5, 2005 TrustCo announced an offer to buy Ballston Spa Bancorp,
Inc. directly from their shareholders, rather than through their management
and Board of Directors. Ballston Spa Bancorp is the holding company for
Ballston Spa National Bank which operates 9 offices in Saratoga County, NY
and has assets of approximately $310 million. 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 TrustCo and Ballston Spa, had a
meeting on September 14, 2005 at which we indicated our interest in a
business combination with their company. Surprisingly we were rebuffed. 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 a Tender Offer directly to
the Ballston Spa Shareholders, to enable them to decide whether our price of
$45.50 for each of their shares is of interest to them. We believe they have
a right to know about this outstanding offer so that they can make their own
decision.
We believe this merger will benefit our bank and our shareholders for years
to come. The combination of companies will give TrustCo a number one market
share in Saratoga County, one of the fastest growing counties in New York
State. It will strengthen TrustCo as we continue to expand in Downstate New
York and Florida, while guaranteeing a strong local independent bank
headquartered in Upstate New York.
As always, we appreciate your support.
Sincerely,
/s/ Robert J. McCormick
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Robert J. McCormick
President and
Chief Executive Officer
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