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 29, 2005
(December 29, 2005)
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
-------------------------- ------------------------------------
(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
--------------
1
TrustCo Bank Corp NY
Item 8.01. Other Events
An amendment to the Offer to Purchase dated December 5, 2005 was
issued on December 29, 2005 announcing a change to the tender
offer for Ballston Spa Bancorp, Inc. Attached is the amendment
labeled as exhibit 99(a).
Item 9.01. Financial Statements & Exhibits
(c) Exhibits
Reg S-K Exhibit No. Description
99(a) An amendment to TrustCo's Offer to
Purchase that was issued on December
29, 2005 announcing a change to its
tender offer for Ballston Spa
Bancorp, Inc.
2
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 29, 2005
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
----------------------------
Robert T. Cushing
Executive Vice President and
Chief Financial Officer
3
Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
------------------ ---------------------------- --------
99(a) An amendment to TrustCo's Offer to 5-8
Purchase that was issued on
December 29, 2005 announcing a
change to its tender offer for Ballston
Spa Bancorp, Inc.
4
Exhibit 99(a)
TRUSTCO
Bank Corp NY
-----------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
Supplement to the Offer to Purchase dated December 5, 2005
for
All Outstanding Shares of Common Stock
of
BALLSTON SPA BANCORP, INC.
for
$45.50 Net per Share
made by
TRUSTCO BANK CORP NY
The Offer will expire at 5:00 p.m., New York time, on Monday, January 9,
2006, unless the Offer is extended.
----------------------------------------------------------------
TrustCo Bank Corp NY ("TrustCo") has amended the "minimum tender
condition" to its December 5, 2005 Offer to Purchase shares of Ballston Spa
Bancorp, Inc. ("Ballston Spa") common stock. The offer is now conditioned upon
tender of enough shares of Ballston Spa common stock so that, after completion
of the offer, TrustCo would own at least 51% of the outstanding shares of
Ballston Spa common stock (on a fully diluted basis).
TrustCo is continuing to offer to purchase all the outstanding shares of
common stock of Ballston Spa at a price of $45.50 per share, net to seller in
cash without interest thereon, upon the terms and conditions set forth in the
Offer to Purchase, as amended and supplemented by this Supplement, and in the
related Letter of Transmittal (which together constitute the "Offer").
IMPORTANT
Any shareholder desiring to tender all or any portion of such
shareholder's shares of Ballston Spa common stock should, prior to the
expiration of the Offer, either (i) complete and sign the Letter of Transmittal
(or a facsimile thereof) in accordance with the instructions in the Letter of
Transmittal, have such shareholder's signature thereon guaranteed if required
by Instruction 1 to the Letter of Transmittal, mail or deliver the Letter of
Transmittal (or such facsimile thereof) and any other required documents to the
Depositary, Mellon Investor Services, LLC, at the address set forth on the back
cover page of this Supplement, and either deliver the certificates for such
shares of Ballston Spa common stock to the Depositary along with the Letter of
Transmittal (or a facsimile thereof) or deliver such shares of common stock
pursuant to the procedure for book-entry transfer set forth in the Offer to
Purchase under the caption "The Offer - Procedure for Tendering Shares" or (ii)
request such shareholder's broker, dealer, commercial bank, trust company or
other nominee to effect the transaction for such shareholder. A shareholder
whose shares are registered in the name of a broker, dealer, commercial bank,
trust company or other nominee must contact such broker, dealer, commercial
bank, trust company or other nominee if such shareholder desires to tender such
shares.
Any shareholder who desires to tender shares of Ballston Spa common stock
and whose certificates for such shares are not immediately available, or who
cannot comply with the procedures for book-entry transfer described in the
Offer to Purchase on a timely basis, may tender such shares by following the
procedures for guaranteed delivery set forth in the Offer to Purchase under the
caption "The Offer - Procedure for Tendering Shares."
Questions and requests for assistance may be directed to the Information
Agent (as defined in the Offer to Purchase) at its address and telephone number
set forth on the back cover of this Supplement. Additional copies of the
original Offer to Purchase, this Supplement, the Letter of Transmittal or other
tender offer materials may be obtained from the Information Agent.
----------------------------------------------------------------
The date of this Supplement is December 29, 2005.
5
SUPPLEMENT TO OFFER TO PURCHASE FOR CASH
The following information amends and supplements the Offer to Purchase
dated December 5, 2005 made by TrustCo Bank Corp NY, Glenville, New York, to
acquire each share of Ballston Spa Bancorp, Inc., Ballston Spa, New York,
common stock for $45.50 net to the seller in cash. Unless the context requires
otherwise, terms used but not defined in this Supplement have the meanings
ascribed to them in the Offer to Purchase.
By this Supplement to the Offer, TrustCo is changing the "minimum tender
condition" described in the Offer to provide that the Offer is conditioned upon
tender of enough shares of Ballston Spa common stock so that, after completion
of the offer, TrustCo would own at least 51% of the outstanding shares of
Ballston Spa common stock (on a fully diluted basis).
Except as otherwise set forth in this Supplement, the terms and conditions
set forth in the Offer to Purchase remain applicable in all respects to the
Offer, and this Supplement should be read in conjunction with the Offer to
Purchase. In particular, the Offer remains subject to the fulfillment of the
certain other conditions, including the receipt of all required regulatory
approvals and the absence of a material adverse change in Ballston Spa's
financial condition, business or assets that, in TrustCo's reasonable judgment,
makes it inadvisable to proceed with the Offer.
Procedures for tendering shares are set forth in the Offer to Purchase
beginning on page 13 under the caption "The Offer - Procedure for Tendering
Shares." Shares previously validly tendered and not withdrawn constitute valid
tenders for purposes of the Offer. Shareholders are not required to take any
further action with respect to such shares, except as may be required by the
guaranteed delivery procedure if such procedure was utilized.
The Offer to Purchase, this Supplement and the Letter of Transmittal
contain important information that should be read before any decision is made
with respect to the Offer.
Change in Minimum Tender Condition
The discussion in the Offer to Purchase under the caption "Certain
Conditions of the Offer - Minimum Tender Condition" is hereby amended and
restated in its entirety as follows:
6
Minimum Tender Condition
The Offer is conditioned upon there being validly tendered and not
withdrawn prior to the Expiration Date a number of shares of Ballston Spa
common stock which, together with the shares of Ballston Spa common stock
beneficially owned by TrustCo and its affiliates for their own respective
accounts, would represent at least 51% of the Ballston Spa common stock
outstanding on a fully diluted basis (i.e., as though all options or other
securities convertible into or exercisable for shares of Ballston Spa common
stock had been so converted, exercised or exchanged) on the date shares of
Ballston Spa common stock are accepted by TrustCo pursuant to the Offer
(the "minimum tender condition"). According to Ballston Spa's shareholder
records there were 768,000 shares of Ballston Spa common stock issued as of
November 9, 2005, of which 25,337 shares were "treasury shares" held by
Ballston Spa. Based on the foregoing, TrustCo believes that the minimum tender
condition would have been satisfied on November 9, 2005 if, in addition to the
4,000 shares of Ballston Spa common stock currently owned beneficially by
TrustCo for its own account, at least an aggregate of 374,759 shares of
Ballston Spa common stock outstanding on November 9, 2005, had been validly
tendered pursuant to the Offer and not withdrawn. TrustCo reserves the right
(but is not obligated) to waive or amend the minimum tender condition on or
before the Expiration Date and to purchase fewer than such number of shares of
Ballston Spa common stock as would satisfy the minimum
tender condition pursuant to the Offer.
Miscellaneous
Although neither TrustCo nor the Information Agent has any knowledge that
would indicate that any of the information contained in the Offer to Purchase
or this Supplement that has been derived from information or materials
provided by Ballston Spa is untrue, neither TrustCo nor the Information Agent
takes responsibility for the accuracy or completeness of the information
derived from that information or those materials, or for any failure by
Ballston Spa to disclose events which may have occurred or may affect the
significance or accuracy of any such information but which are unknown to
TrustCo or the Information Agent.
TrustCo has not authorized anyone to give any information or make any
representation about this Offer that is different from, or in addition to, that
contained in the Offer to Purchase, this Supplement or in the Letter of
Transmittal. Therefore, if anyone does give you information of this sort, you
should not rely on it.
The information contained in the Offer to Purchase and this Supplement
speaks only as of the date of this document unless the information specifically
indicates that another date applies.
TRUSTCO BANK CORP NY
December 29, 2005
7
The Depositary for the Offer is:
MELLON INVESTOR SERVICES, LLC
By mail: By hand delivery: By overnight delivery:
P.O. Box 3301 120 Broadway, 13th Newport Office Center
South Hackensack, Floor VII
NJ 07606 New York, NY 10271 480 Washington Blvd
Attn: Reorganization Attn: Reorganization
Dept. Dept., 27th Floor
Jersey City, NJ 07310
Facsimile (for eligible institutions only): 201-680-4626
Confirm facsimile by telephone ONLY: 201-680-4860
The Information Agent for the Offer is:
[GRAPHIC OMITTED]
8