||If the form is filed by more than one reporting person, see Instruction 5(b)(v).
||Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
||In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 20, 2010, by and among Trustco Holdings, Inc., a Delaware corporation ("Parent"), Trustco Minnesota, Inc., a Minnesota corporation and wholly-owned subsidiary of Parent (the "Purchaser"), and Health Fitness Corporation, a Minnesota Corporation ("Health Fitness"), on January 26, 2010, the Purchaser commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Health Fitness (the "Shares") at a price of $8.78 per Share (the "Offer Price"), without interest and less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 26, 2010, and in the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by Parent and the Purchaser on such date with the Securities and Exchange Commission.
||The Offer expired at 12:00 midnight, New York City time, on February 24, 2010. An aggregate of 9,102,844 Shares were validly tendered and not validly withdrawn immediately prior to the expiration of the Offer, representing approximately 89.1% of the Shares outstanding as of February 24, 2010. On February 25, 2010, the Purchaser accepted for payment all validly tendered and not validly withdrawn Shares. In addition, on February 26, 2010, the Purchaser exercised its option granted under the Merger Agreement to purchase such number of newly issued Shares at the Offer Price such that, when added to the Shares already owned by the Purchaser and Parent and their affiliates, constitutes one Share more than 90% of the total number of Shares outstanding on a fully diluted basis (the "Top-Up Option"). The Purchaser purchased 876,186 Shares pursuant to the exercise of the Top-Up Option on February 26, 2010.
||Following the Purchaser's acceptance for payment of all validly tendered and not validly withdrawn Shares and the Purchaser's exercise of the Top-Up Option, at 11:59 p.m. Central Standard Time on February 26, 2010, pursuant to the terms of the Merger Agreement, the Purchaser merged with and into Health Fitness (the "Merger") and each Share of Health Fitness (other than shares owned by Parent, the Purchaser or Health Fitness or by shareholders of Health Fitness who properly asserted dissenters' rights under Minnesota law) was automatically converted into the right to receive $8.78 in cash, without interest and less any required withholding tax. As a result of the Merger, Parent and the Purchaser acquired beneficial ownership of 11,087,811 Shares, representing 100% of the Shares.