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): October 17, 2000 (October 17, 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 ____________ On October 17, 2000, TrustCo Bank Corp NY ("Trustco") issued two press releases with year to date and third quarter results for the period ending September 30, 2000. Attached is a copy of each press release labeled as Exhibits 99(a) and 99(b). Item 7. (c) Exhibits Reg S-K Exhibit No. Description __________________________________ 99(a) Highlights Press Release dated October 17, 2000, for the period ending September 30, 2000, regarding year to date and third quarter results. 99(b) Press Release dated October 17, 2000, for the period ending September 30, 2000, regarding year to date and third quarter 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: October 17, 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) Highlights Press Release of 5 October 17, 2000, for the period ending September 30, 2000, regarding year to date and third quarter results. 99(b) Press Release of October 17, 6 2000, for the period ending September 30, 2000, regarding year to date and third quarter results. - 4 - TRUSTCO Exhibit 99(a) Bank Corp NY News Release ________________________________________________________________________________ 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank, N.A. Trustco Savings Bank Contact: William F. Terry Senior Vice President and Secretary 518-381-3611 FOR IMMEDIATE RELEASE: Schenectady, New York - October 17, 2000 TrustCo Bank Corp NY (dollars in thousands, except per share data) 9/00 9/99 Three Months Ended September 30: Net Income $ 10,761 9,972 Provision for Loan Losses 910 1,000 Average Equivalent Shares Outstanding: Basic 53,501,000 53,722,000 Diluted 55,286,000 55,952,000 Net Income per Share: Basic $ 0.201 0.186 Diluted 0.195 0.178 Nine Months Ended September 30: Net Income $ 31,528 28,787 Provision for Loan Losses 2,560 4,013 Average Equivalent Shares Outstanding: Basic 53,471,000 53,747,000 Diluted 55,207,000 55,954,000 Net Income per Share: Basic $ 0.590 0.536 Diluted 0.571 0.514 Period End: Total Assets 2,395,659 2,385,360 Total Nonperforming Loans 12,747 9,941 Total Nonperforming Assets 14,472 12,212 Allowance for Loan Losses 55,751 55,719 Allowance as a Percentage of Total Loans 3.88% 4.17% Note: All share and per share information is prior to the 15% stock split declared August, 2000. # # # - 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 Contact: William F. Terry Senior Vice President and Secretary 518-381-3611 FOR IMMEDIATE RELEASE: TrustCo Announces Record Third Quarter and Year to Date 2000 Results Schenectady, New York-October 17, 2000 TRUSTCO BANK CORP NY (TRUSTCO, NASDAQ: TRST) today announced record earnings results for the third quarter and year to date 2000. Net income for the third quarter 2000 was $10.8 million or $0.195 diluted earnings per share, compared to $10.0 million or $0.178 diluted earnings per share for the third quarter of 1999. The third quarter results represent increases of 8% and 10% in net income and diluted earnings per share, respectively for 2000 compared to 1999. Net income for the nine months ended September 30, 2000 was $31.5 million, or $0.571 diluted earnings per share, compared to $28.8 million, or $0.514 diluted earnings per share, for the nine month period ended September 30, 1999. The year to date results reflect increases of 10% and 11% in net income and diluted earnings per share, respectively, for the nine months of 2000 compared to the similar period in 1999. All per share information in this press release is presented prior to the 15% stock split declared in August 2000. Making the announcement was Robert A. McCormick, President and Chief Executive Officer. Mr. McCormick noted "TrustCo's superior earnings results for 2000 are the result of consistent growth in our consumer business and the execution of our basic banking plan to deliver superior quality service to our customers at reasonable cost. I am confident for 2000 we will achieve our stated goals with respect to return on equity and we are well situated for increased growth in that area for the future." Return on equity was 24.3% for the third quarter and year to date results for 2000, compared to 23.2% and 22.7% for the comparable periods in 1999. - 6 - During the third quarter of 2000 TrustCo completed the acquisition of Landmark Financial Corporation thereby expanding further into the Mohawk Valley region. Landmark, which was renamed Trustco Savings Bank, brings a savings bank charter into the TrustCo operation which provides flexibility with respect to products and geographic locations. Mr. McCormick noted " we have been preparing for this acquisition and are excited about the prospects for growth using the savings bank charter." For the third quarter of 2000 the net interest margin increased to 4.50% from 4.25% in 1999. The increase in net interest margin is significant because it represents the largest contributor to growth in net income. Taxable equivalent net interest income increased by $1.1 million to $25.9 million in the third quarter 2000 compared to $24.8 million in 1999. Similarly, for the nine months ended September 30, 2000 taxable equivalent net interest income was $77.3 million compared to $72.1 million in 1999. The growth in margin and net interest income is the result of a plan executed in 1999 to limit the dependency on high cost deposits. As a result, the average balance of deposits has decreased by $69.1 million for the nine months of 2000 compared to the comparable period in 1999. The average balance of deposits for the nine months ended September 30, 2000 and 1999 was $1.99 billion and $2.06 billion respectively. For the third quarter of 2000, TrustCo's efficiency ratio was 37.0%, compared to 37.4% for the third quarter of 1999. The efficiency ratio for the nine months of 2000 was 37.5% compared to 39.0% for 1999. As noted by Mr. McCormick, "TrustCo's profitability and efficiency ratios rank among the best in the banking industry nationally. We continually strive to identify opportunities to reduce or control cost. Cost containment is part of the basic banking plan of this company. Increased shareholder value is the result of efficient operations." During the third quarter of 2000, the Board of Directors declared a 15% stock split for shareholders of record on October 20, 2000. Also, the Board indicated their intention to maintain the annual cash dividend at $0.60 per share on the post split shares. Mr. McCormick also announced that William F. Terry, Executive Officer and Director, has decided to retire effective February 2001. Mr. McCormick noted " Bill has been a very valuable asset to TrustCo. He has served in a number of key managerial roles and has done a tremendous job in each. He will be missed, and we all wish him well." TRUSTCO BANK CORP NY is a $2.4 billion bank holding company which serves the financial needs of customers through its banking subsidiaries, Trustco Bank, National Association and Trustco Savings Bank. Trustco Bank operates 54 bank offices, in Albany, Columbia, Greene, Montgomery, Rensselaer, Saratoga, Schenectady, Schoharie, Warren and Washington Counties. In addition, Trustco Bank operates a full service Trust Department with $1.37 billion of assets under management. - 7 - 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) certain vendors critical systems or services failing to comply with Year 2000 programming issues, (5) changes in the regulatory environment, and (6) 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 09/30/2000 06/30/2000 09/30/99 Summary of operations Net interest income (TE) $25,892 25,899 24,788 Provision for loan losses 910 800 1,000 Net securities transactions (1,644) (2,320) (1,153) Noninterest income 5,611 5,375 5,051 Noninterest expense 11,747 11,432 11,500 Net income 10,761 10,497 9,972 Per common share (1) Net income per share: - Basic 0.201 0.196 0.186 - Diluted 0.195 0.190 0.178 Cash dividends 0.150 0.150 0.138 Book value at period end 3.45 3.30 3.21 Market price at period end 12.31 12.50 14.77 At period end Full time equivalent employees 473 467 466 Full service banking offices 54 53 53 Performance ratios Return on average assets 1.79 % 1.79 1.64 Return on average equity (2) 24.32 24.36 23.22 Efficiency (3) 36.97 37.38 37.41 Net interest spread (TE) 3.99 4.03 3.78 Net interest margin (TE) 4.50 4.53 4.25 Dividend payout ratio 74.53 76.33 74.17 Capital ratios at period end (4) Total equity to assets 7.32 7.31 7.09 Tier 1 risk adjusted capital 13.76 13.86 13.27 Total risk adjusted capital 15.05 15.15 14.56 Asset quality analysis at period end Nonperforming loans to total loans 0.89 0.86 0.74 Nonperforming assets to total assets 0.60 0.55 0.51 Allowance for loan losses to total loans 3.88 4.03 4.17 Coverage ratio (5) 4.4 X 4.7 X 5.6 X (1) All share and per share information is prior to the 15% stock split declared August, 2000. (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 Nine Months Ended 09/30/2000 09/30/99 Summary of operations Net interest income (TE) $77,271 72,158 Provision for loan losses 2,560 4,013 Net securities transactions (5,013) (2,230) Noninterest income 15,837 15,798 Noninterest expense 35,101 35,055 Net income 31,528 28,787 Per common share (1) Net income per share: - Basic 0.590 0.536 - Diluted 0.571 0.514 Cash dividends 0.450 0.413 Book value at period end 3.45 3.21 Market price at period end 12.31 14.77 Performance ratios Return on average assets 1.78 % 1.59 Return on average equity (2) 24.31 22.72 Efficiency (3) 37.54 38.97 Net interest spread (TE) 4.00 3.63 Net interest margin (TE) 4.50 4.09 Dividend payout ratio 76.28 77.08 - 10 - CONSOLIDATED BALANCE SHEETS (dollars in thousands) 09/30/2000 12/31/99 09/30/99 ASSETS Loans, net $1,380,424 1,293,989 1,280,859 Securities available for sale 638,686 640,830 703,276 Other short-term investments 0 9,970 0 Federal funds sold 244,420 266,000 265,000 ------------------------------------------------------------------------ Total earning assets 2,263,530 2,210,789 2,249,135 Cash and due from banks 40,621 54,542 41,755 Bank premises and equipment 16,898 16,209 15,826 Other assets 74,610 82,482 78,644 ------------------------------------------------------------------------ Total assets $2,395,659 2,364,022 2,385,360 ======================================================================== LIABILITIES Deposits: Demand $187,167 155,313 159,088 Interest-bearing checking 274,105 272,384 266,952 Savings 611,891 641,650 656,038 Money Market 57,416 58,557 59,747 Certificates of deposit > $100 thou 118,925 115,636 112,122 Other time deposits 743,809 751,369 759,497 ------------------------------------------------------------------------ Total deposits 1,993,313 1,994,909 2,013,444 Short-term borrowings 165,223 152,782 151,774 Long-term debt 1,231 0 0 Other liabilities 51,572 49,975 48,036 ------------------------------------------------------------------------ Total liabilities 2,211,339 2,197,666 2,213,254 SHAREHOLDERS' EQUITY 184,320 166,356 172,106 ------------------------------------------------------------------------ Total liabilities and shareholders' equity $2,395,659 2,364,022 2,385,360 ======================================================================== Number of common shares outstanding, in thousands 53,457 53,408 53,547 - 11 - CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Three Months Ended 09/30/2000 06/30/2000 09/30/99 Interest income Loans $28,953 27,779 26,706 Investments 11,299 11,373 11,453 Federal funds sold 3,846 3,880 3,932 ------------------------------------------------------------------------ Total interest income 44,098 43,032 42,091 Interest expense Deposits 17,022 16,190 16,799 Borrowings 2,351 2,035 1,472 ------------------------------------------------------------------------ Total interest expense 19,373 18,225 18,271 ------------------------------------------------------------------------ Net interest income 24,725 24,807 23,820 Provision for loan losses 910 800 1,000 ------------------------------------------------------------------------ Net interest income after provision for loan losses 23,815 24,007 22,820 Net securities transactions (1,644) (2,320) (1,153) Noninterest income 5,611 5,375 5,051 Noninterest expense 11,747 11,432 11,500 ------------------------------------------------------------------------ Income before income taxes 16,035 15,630 15,218 Income tax expense 5,274 5,133 5,246 ------------------------------------------------------------------------ Net income $10,761 10,497 9,972 ======================================================================== Net income per share: - Basic $0.201 0.196 0.186 - Diluted 0.195 0.190 0.178 Avg equivalent shares outstanding, in thousands: - Basic 53,501 53,467 53,722 - Diluted 55,286 55,146 55,952 ======================================================================== - 12 - CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except per share data) Nine Months Ended 09/30/2000 09/30/99 Interest income Loans $84,164 79,732 Investments 33,897 33,293 Federal funds sold 11,313 12,330 ----------------------------------------- Total interest income 129,374 125,355 Interest expense Deposits 49,267 51,722 Borrowings 6,132 4,401 ----------------------------------------- Total interest expense 55,399 56,123 ----------------------------------------- Net interest income 73,975 69,232 Provision for loan losses 2,560 4,013 ----------------------------------------- Net interest income after provision for loan losses 71,415 65,219 Net securities transactions (5,013) (2,230) Noninterest income 15,837 15,798 Noninterest expense 35,101 35,055 ----------------------------------------- Income before income taxes 47,138 43,732 Income tax expense 15,610 14,945 ----------------------------------------- Net income $31,528 28,787 ========================================= Net income per share: - Basic $0.590 0.536 - Diluted 0.571 0.514 Avg equivalent shares outstanding, in thousands: - Basic 53,471 53,747 - Diluted 55,207 55,954 ========================================= - 13 - CONSOLIDATED AVERAGE BALANCE SHEETS (in thousands) Three Months Ended 09/30/2000 06/30/2000 09/30/99 Total assets $2,388,763 2,357,061 2,407,449 Shareholders' equity 181,428 172,073 174,485 Total loans 1,410,150 1,361,820 1,331,901 Interest earning assets 2,304,268 2,283,669 2,340,493 Interest-bearing liabilities 1,987,710 1,976,384 2,032,121 Nine Months Ended 09/30/2000 09/30/99 Total assets $2,364,433 2,427,688 Shareholders' equity 173,024 181,792 Total loans 1,375,176 1,325,113 Interest earning assets 2,287,594 2,351,310 Interest-bearing liabilities 1,980,936 2,053,126 - 14 -