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): July 18, 2000 (July 18, 2000) ------------------------------------------------------------------ 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.) ------------------------------------------------------------------ 192 Erie Boulevard, Schenectady, New York 12305 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 377-3311 - -------------------------------------------------------------------------------- TrustCo Bank Corp NY Item 5. Other Events - ------- ------------ Two press releases were issued on July 18, 2000, discussing second quarter results for 2000. Attached are the press releases labeled as exhibit 99(a) and 99(b). Item 7 (c) Exhibits - ------ Reg S-K Exhibit No. Description ------------------- ----------- 99(a) One page press release dated July 18, 2000, with second quarter 2000 results. 99(b) Press release dated July 18, 2000, with second quarter 2000 results. -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: July 18, 2000 TrustCo Bank Corp NY (Registrant) By:/s/ Robert T. Cushing --------------------- Robert T. Cushing Vice President and Chief Financial Officer -3- Exhibits Index The following exhibits are filed herewith: Reg S-K Exhibit No. Description Page __________________ ______________________________ ________ 99(a) One page press release dated July 18, 2000, highlighting second quarter 2000 results. 5 99(b) Press release dated July 18, 2000, highlighting second quarter 2000 results. 6 -4- Exhibit 99(a) TRUSTCO Bank Corp NY News Release ___________________________________________________________________________ 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: William F. Terry Senior Vice President and Secretary 518-381-3611 FOR IMMEDIATE RELEASE: Schenectady, New York -- July 18, 2000 TrustCo Bank Corp NY (dollars in thousands, except per share data) 6/00 6/99 Three Months Ended June 30: Net Income $ 10,497 9,492 Provision for Loan Losses 800 1,500 Average Equivalent Shares Outstanding: Basic 53,467,000 53,776,000 Diluted 55,146,000 55,928,000 Net Income per Share: Basic $ 0.196 0.177 Diluted 0.190 0.170 Six Months Ended June 30: Net Income $ 20,767 18,815 Provision for Loan Losses 1,650 3,013 Average Equivalent Shares Outstanding: Basic 53,456,000 53,761,000 Diluted 55,168,000 55,956,000 Net Income per Share: Basic $ 0.388 0.350 Diluted 0.376 0.336 Period End: Total Assets 2,367,107 2,409,016 Total Nonperforming Loans 11,762 11,468 Total Nonperforming Assets 13,106 13,986 Allowance for Loan Losses 55,389 55,656 Allowance as a Percentage of Total Loans 4.03% 4.20% All share and per share data is adjusted for the 2 for 1 stock split declared August, 1999. # # # -5- Exhibit 99(b) TRUSTCO Bank Corp NY News Release ___________________________________________________________________________ 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: William F. Terry Senior Vice President and Secretary 518-381-3611 FOR IMMEDIATE RELEASE: TRUSTCO ANNOUNCES RECORD HIGH SECOND QUARTER AND YEAR TO DATE 2000 RESULTS Schenectady, New York July 18, 2000 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced that it achieved record quarterly results for the second quarter of 2000 and for the first six months of the year. The 2000 results reflect strong performance with respect to net interest income, net interest margin, recurring noninterest income, and operating efficiencies. The performance for the first half of 2000 resulted in TrustCo attaining a return on average equity of 24.3% in 2000. Making the announcement was Robert A. McCormick, President and Chief Executive Officer. Net income for the second quarter of 2000 was $10.5 million, or $0.190 diluted earnings per share, compared to $9.5 million, or $0.170 diluted earnings per share for the second quarter of 1999. The second quarter results reflect an increase of 11% in net income and 12% in diluted earnings per share over the comparable period in 1999. Year to date results reflect significant increases in both net income and diluted earnings per share between 1999 and 2000. For the six months ended June 30, 2000, net income was $20.8 million and diluted earnings per share were $0.376, compared to net income of $18.8 million and diluted earnings per share of $0.336 for the comparable six month period in 1999. The six-month results reflect an increase of 10% in net income and 12% in diluted earnings per share for 2000 compared to the six-month period in 1999. Commenting on the results for 2000, Mr. McCormick stated " It is gratifying to continue what has been in excess of a 15 year trend of record earnings growth. The current -More- -6- quarter and the year to date 2000 results are tremendous, and set the stage for continued growth into the second half of this year. These record results are the product of executing several initiatives at TrustCo to increase interest income, strengthen asset quality, and reduce operating expenses." For the quarter, the taxable equivalent net interest income increased from $24.0 million in 1999 to $25.9 million in 2000, an increase of 8%. Likewise, the net interest margin increased from 4.07% in 1999 to 4.53% in 2000. The six month results for taxable equivalent net interest income and net interest margin are $47.4 million and 4.01% in 1999 compared to $51.4 million and 4.50% in 2000. Mr. McCormick noted "The growth in the net interest income is significant because it is the single greatest contributor to the growth in net income. We have worked hard at identifying opportunities to expand net interest income through increases in our loan and securities portfolios, while at the same time controlling the cost of our deposits and borrowings. I believe that our record 2000 results reflect the success that we have had to date in this area." For 2000, TrustCo has an operating efficiency ratio of 37.4% for the quarter and 37.8% for the six-month results. This compares to the operating efficiency ratio for 1999's second quarter of 38.3% and the six-month results of 39.8%. "A consistent element of our strategy is to expand the value of the TrustCo franchise while at the same time maintaining our operating costs at levels that place us among the most efficient banking operations in the nation. In the June 2000 issue of the ABA Banking Journal was an article titled " Banking's Top Performers" which identified TrustCo as the fifth most efficient bank in the country and the twelfth strongest bank with respect to return on equity for 1999. It's nice to get that type of recognition from such a nationally respected publication " noted McCormick. The most critical measure of the overall performance of a banking entity is the return on equity. The second quarter return on equity was 24.4% for 2000 compared to 22.5% for 1999. The six-month return on equity was 24.3% for 2000 compared to 22.5% for 1999. The target return on equity for 2000 is 23%, and Mr. McCormick noted "we are heading into the second half of this year with tremendous momentum". Also during the second quarter, TrustCo paid common stock cash dividends of 0.150 per share in 2000 compared to $0.138 in 1999. For the six months of 2000, TrustCo has paid $0.300 per share in common stock cash dividends compared to $0.275 per share in 1999. The year to date cash dividends paid to common stock shareholders represents a dividend payout of 77% of net income in 2000. With respect to the Landmark Financial Corp. acquisition, Mr. McCormick said " we are anxious to complete this transaction and to have the staff fully integrated into the -More- -7- TrustCo organization. With the expanded services and products that TrustCo offers, we think we can service this community well." The Landmark shareholder vote on the TrustCo acquisition is scheduled for July 27, 2000 with the actual merger occurring shortly thereafter. TrustCo Bank Corp NY is a $2.4 billion bank holding company which serves the financial needs of customers through its banking subsidiary, Trustco Bank, National Association. Trustco Bank operates 53 bank offices, in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Schoharie, Warren and Washington Counties. In addition, Trustco Bank operates a full service Trust Department with $1.34 billion of assets under management. Except for historical information contained herein, the matters discussed in this news release and other information contained in TrustCo's Securities and Exchange Commission filings may express "forward looking statements". Those "forward looking statements" may involve risk and uncertainties, including statements concerning future events or performance and assumptions and other statements that are other than statements of historical facts. TrustCo wishes to caution readers not to place undue reliance on any forward looking statements, which speak only as of the date made. Readers are advised that various risk factors, including but not limited to: (1) credit risk, (2) interest rate risk, (3) competition, (4) changes in the regulatory environment, and (5) changes in general business and economic trends, could cause the actual results or circumstances for future periods to differ materially from those anticipated or projected. TrustCo does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to any forward looking statements to reflect the occurrence of unanticipated events or circumstances after the date of such statement. ### -8- TRUSTCO BANK CORP NY SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 06/30/2000 03/31/2000 06/30/99 Summary of operations Net interest income (TE) $25,899 25,480 23,983 Provision for loan losses 800 850 1,500 Net securities transactions (2,320) (1,049) (657) Noninterest income 5,375 4,851 4,907 Noninterest expense 11,432 11,922 11,353 Net income 10,497 10,270 9,492 Per common share (1) Net income per share: - Basic 0.196 0.192 0.177 - Diluted 0.190 0.186 0.170 Cash dividends 0.150 0.150 0.138 Book value at period end 3.30 3.19 3.29 Market price at period end 12.50 11.69 13.44 At period end Full time equivalent employees 467 458 465 Full service banking offices 53 53 53 Performance ratios Return on average assets 1.79 % 1.76 1.56 % Return on average equity (2) 24.36 24.24 22.48 Efficiency (3) 37.38 38.31 38.33 Net interest spread (TE) 4.03 4.00 3.60 Net interest margin (TE) 4.53 4.47 4.07 Dividend payout ratio 76.33 78.07 77.83 Capital ratios at period end (4) Total equity to assets 7.31 7.24 7.02 Tier 1 risk adjusted capital 13.86 13.66 13.08 Total risk adjusted capital 15.15 14.95 14.37 Asset quality analysis at period end Nonperforming loans to total loans 0.86 0.75 0.87 Nonperforming assets to total assets 0.55 0.50 0.58 Allowance for loan losses to total loans 4.03 4.11 4.20 Coverage ratio (5) 4.7 X 5.5 X 4.9 X (1) All share and per share information is adjusted for the 2 for 1 stock split declared August, 1999. (2) Average equity excludes the effect of the market value adjustment for securities available for sale. (3) Calculated as noninterest expense (excluding ORE expense and any nonrecurring charges) divided by taxable equivalent net interest income plus noninterest income (excluding ORE income and net securities transactions). (4) Capital ratios exclude the effect of the market value adustment for securities available for sale. (5) Calculated as allowance for loan losses divided by total nonperforming loans. TE = Taxable equivalent. -9- FINANCIAL HIGHLIGHTS, Continued Six Months Ended 06/30/2000 06/30/99 Summary of operations Net interest income (TE) $51,379 47,370 Provision for loan losses 1,650 3,013 Net securities transactions (3,369) (1,077) Noninterest income 10,226 10,747 Noninterest expense 23,354 23,555 Net income 20,767 18,815 Per common share (1) Net income per share: - Basic 0.388 0.350 - Diluted 0.376 0.336 Cash dividends 0.300 0.275 Book value at period end 3.30 3.29 Market price at period end 12.50 13.44 Performance ratios Return on average assets 1.78 % 1.56 Return on average equity (2) 24.30 22.47 Efficiency (3) 37.84 39.79 Net interest spread (TE) 4.02 3.54 Net interest margin (TE) 4.50 4.01 Dividend payout ratio 77.19 78.62 -10- CONSOLIDATED BALANCE SHEETS (dollars in thousands) 06/30/2000 12/31/99 06/30/99 ASSETS Loans, net $1,319,680 1,293,989 1,269,893 Securities available for sale 661,478 640,830 713,174 Other short-term investments 7,902 9,970 0 Federal funds sold 243,000 266,000 293,000 Total earning assets 2,232,060 2,210,789 2,276,067 Cash and due from banks 36,325 54,542 42,230 Bank premises and equipment 16,104 16,209 15,775 Other assets 82,618 82,482 74,944 Total assets $2,367,107 2,364,022 2,409,016 LIABILITIES Deposits: Demand $167,425 155,313 151,142 Interest-bearing checking 270,710 272,384 257,300 Savings 630,278 641,650 672,855 Money Market 56,180 58,557 60,613 Certificates of deposit > $100 thou 119,340 115,636 115,277 Other time deposits 735,211 751,369 787,544 Total deposits 1,979,144 1,994,909 2,044,731 Short-term borrowings 162,109 152,782 142,178 Other liabilities 49,722 49,975 45,579 Total liabilities 2,190,975 2,197,666 2,232,488 SHAREHOLDERS' EQUITY 176,132 166,356 176,528 Total liabilities and shareholders' equity $2,367,107 2,364,022 2,409,016 Number of common shares outstanding, in thousands 53,444 53,408 53,671 -11- CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 06/30/2000 03/31/2000 06/30/99 Interest income Loans $27,779 27,432 26,466 Investments 11,373 11,225 10,950 Federal funds sold 3,880 3,587 4,182 Total interest income 43,032 42,244 41,598 Interest expense Deposits 16,190 16,055 17,132 Borrowings 2,035 1,746 1,481 Total interest expense 18,225 17,801 18,613 Net interest income 24,807 24,443 22,985 Provision for loan losses 800 850 1,500 Net interest income after provision for loan losses 24,007 23,593 21,485 Net securities transactions (2,320) (1,049) (657) Noninterest income 5,375 4,851 4,907 Noninterest expense 11,432 11,922 11,353 Income before income taxes 15,630 15,473 14,382 Income tax expense 5,133 5,203 4,890 Net income $10,497 10,270 9,492 Net income per share: - Basic $0.196 0.192 0.177 - Diluted 0.190 0.186 0.170 Avg equivalent shares outstanding, in thousands: - Basic 53,467 53,444 53,776 - Diluted 55,146 55,189 55,928 -12- CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Six Months Ended 06/30/2000 06/30/99 Interest income Loans $55,211 53,026 Investments 22,598 21,840 Federal funds sold 7,467 8,398 Total interest income 85,276 83,264 Interest expense Deposits 32,245 34,923 Borrowings 3,781 2,929 Total interest expense 36,026 37,852 Net interest income 49,250 45,412 Provision for loan losses 1,650 3,013 Net interest income after provision for loan losses 47,600 42,399 Net securities transactions (3,369) (1,077) Noninterest income 10,226 10,747 Noninterest expense 23,354 23,555 Income before income taxes 31,103 28,514 Income tax expense 10,336 9,699 Net income $20,767 18,815 Net income per share: - Basic $0.388 0.350 - Diluted 0.376 0.336 Avg equivalent shares outstanding, in thousands: - Basic 53,456 53,761 - Diluted 55,168 55,956 -13- CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Three Months Ended 06/30/2000 03/31/2000 06/30/99 Total assets $2,357,061 2,347,207 2,433,144 Shareholders' equity 172,073 165,477 184,460 Total loans 1,361,820 1,353,172 1,324,286 Interest earning assets 2,283,669 2,274,660 2,356,714 Interest-bearing liabilities 1,976,384 1,978,639 2,058,334 Six Months Ended 06/30/2000 06/30/99 Total assets $2,352,134 2,437,974 Shareholders' equity 168,775 185,506 Total loans 1,357,496 1,321,662 Interest earning assets 2,279,164 2,356,806 Interest-bearing liabilities 1,977,511 2,063,802 -14-