---------------------------------------------------------------------- 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 16, 2001 (October 16, 2001) --------------------------------------------------- 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 12305 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518) 377-3311 ------------------------------------------------------------ 1 TrustCo Bank Corp NY Item 5. Other Events On October 16, 2001, TrustCo Bank Corp NY ("Trustco") issued two press releases with year to date and third quarter results for the period ending September 30, 2001. 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 16, 2001, for the period ending September 30, 2001, regarding year to date and third quarter results. 99(b) Press Release dated October 16, 2001, for the period ending September 30, 2001,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 16, 2001 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 16, 2001 for the period ending September 30, 2001, regarding year to date and third quarter results. 99(b) Press Release of October 16,2001, 6-13 for the period ending September 30, 2001,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: Robert Leonard Vice President (518) 381-3693 Glenville, New York - October 16, 2001 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 9/01 9/00 Three Months Ended September 30: Net Income $ 11,591 10,761 Provision for Loan Losses 750 910 Average Equivalent Shares Outstanding: Basic 61,882,000 61,526,000 Diluted 64,051,000 63,579,000 Net Income per Share: Basic $ 0.187 0.175 Diluted 0.181 0.169 Nine Months Ended September 30: Net Income $ 34,561 31,528 Provision for Loan Losses 3,365 2,560 Average Equivalent Shares Outstanding: Basic 61,791,000 61,492,000 Diluted 63,961,000 63,488,000 Net Income per Share: Basic $ 0.559 0.513 Diluted 0.540 0.497 Period End: Total Assets 2,508,735 2,395,659 Total Nonperforming Loans 7,585 12,747 Total Nonperforming Assets 8,611 14,472 Allowance for Loan Losses 56,608 55,751 Allowance as a Percentage of Total Loans 3.65% 3.88% All share and per share information is calculated prior to the 15% stock split declared August, 2001. # # # 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, N.A. Trustco Savings Bank Contact: Robert M. Leonard Vice President 518-381-3693 FOR IMMEDIATE RELEASE: TrustCo Announces Record Third Quarter and Year to Date Results Glenville, New York-October 16, 2001 TructCo Bank Corp NY (TrustCo, NASDAQ: TRST) today announced record earnings results for the third quarter and year to date 2001. Net income for the third quarter 2001 was $11.6 million or $0.181 diluted earnings per share, compared to $10.8 million or $0.169 diluted earnings per share for the third quarter of 2000. The third quarter results represent increases of 8 % and 7 % in net income and diluted earnings per share, respectively, for 2001 compared to 2000. Net income for the nine months ended September 30, 2001 was $34.6 million, or $0.540 diluted earnings per share, compared to $31.5 million, or $0.497 diluted earnings per share, for the nine month period ended September 30, 2000. All per share information in this press release is presented prior to the 15% stock split declared in August 2001. Making the announcement was Robert A. McCormick, Chairman, President and Chief Executive Officer. Mr. McCormick noted "TrustCo's superior earnings for 2001 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 a reasonable cost. I am confident that for 2001 we will achieve our stated goals with respect to return on equity and we are positioned for increased future growth in that area." Return on equity was 25.44% for the third quarter and 25.82% year to date for 2001, compared to 24.32 % and 24.31% for the comparable periods of 2000. 6 During the third quarter of 2001, the Board of Directors declared a 15% stock split for shareholders of record on October 19, 2001. At the same time, the Board indicated their intention to maintain the annual cash dividend at $0.60 per share on the post-split shares. TrustCo was recognized in the 2001 Edition of Mergent's Dividend Achievers as one of 289 companies out of 11,000 U.S.-based firms providing increased dividend payments to shareholders over the past ten years. Mr. McCormick remarked "When you consider the ongoing market volatility, being a dividend achiever in the top 10% of companies that rewards their shareholders is particularly gratifying." TrustCo Bank Corp NY is a multi-bank holding company headquartered in Glenville, New York. The Company's principals subsidiaries, Trustco Bank, National Association and Trustco Savings Bank, operate 57 community banking offices offering 36 drive-up windows and 50 Automatic Teller Machines throughout the Bank's market area. The Company services 10 counties with a broad range of community banking services. Except for the 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 period 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. # # # 7 TRUSTCO BANK CORP NY SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 09/30/2001 06/30/2001 09/30/2000 Summary of operations Net interest income (TE) $25,422 $25,257 $25,892 Provision for loan losses 750 1,120 910 Net securities transactions 696 2,067 (1,644) Noninterest income 5,312 5,414 5,611 Noninterest expense 12,363 12,940 11,747 Net income 11,591 11,672 10,761 Per common share (1) Net income per share: - Basic 0.187 0.189 0.175 - Diluted 0.181 0.182 0.169 Cash dividends 0.150 0.150 0.130 Tangible Book value at period end 3.30 3.25 3.00 Market price at period end 13.74 13.35 10.70 At period end Full time equivalent employees 479 479 473 Full service banking offices 57 57 54 Performance ratios Return on average assets 1.83 % 1.90 1.79 Return on average equity (2) 25.44 26.13 24.32 Efficiency (3) 39.03 39.95 36.97 Net interest spread (TE) 3.81 3.77 3.99 Net interest margin (TE) 4.27 4.28 4.50 Dividend payout ratio 80.16% 79.38% 74.53 Capital ratios at period end (4) Total equity to assets 7.28 7.28 7.32 Tier 1 risk adjusted capital 13.45 13.43 13.76 Total risk adjusted capital 14.73 14.72 15.05 Asset quality analysis at period end Nonperforming loans to total loans 0.49% 0.62% 0.89 Nonperforming assets to total assets 0.34 0.44 0.60 Allowance for loan losses to total loans 3.65 3.76 3.88 Coverage ratio (5) 7.5 X 6.1 X 4.4 X (1) All share and per share information is calculated prior to the 15% stock split declared August, 2001. (2) Average equity excludes the effect of the market value adjustment for securities available for sale. (3) Calculated as noninterest expense (excluding ORE income/expense,goodwill amortization and any nonrecurring charges) divided by taxable equivalent net interest income plus noninterest income (excluding 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. 8 FINANCIAL HIGHLIGHTS, Continued Page 2 Nine Months Ended 09/30/2001 09/30/2000 Summary of operations Net interest income (TE) $75,839 $77,271 Provision for loan losses 3,365 2,560 Net securities transactions 3,905 (5,013) Noninterest income 15,910 15,837 Noninterest expense 37,564 35,101 Net income 34,561 31,528 Per common share (1) Net income per share: - Basic 0.559 0.513 - Diluted 0.540 0.497 Cash dividends 0.450 0.391 Tangible Book value at period end 3.30 3.00 Market price at period end 13.74 10.70 Performance ratios Return on average assets 1.87 % 1.78 Return on average equity (2) 25.82 24.31 Efficiency (3) 39.51 37.54 Net interest spread (TE) 3.77 4.00 Net interest margin (TE) 4.27 4.50 Dividend payout ratio 80.41% 76.28 9 CONSOLIDATED BALANCE SHEETS Page 3 (dollars in thousands) 09/30/2001 12/31/2000 09/30/2000 ASSETS Loans, net $1,494,057 1,418,750 1,380,424 Securities available for sale 581,293 605,284 638,686 Federal funds sold and other short-term investments 300,792 299,490 244,420 ----------------------------------------------------------------- Total earning assets 2,376,142 2,323,524 2,263,530 Cash and due from banks 52,818 45,956 40,621 Bank premises and equipment 18,762 17,416 16,898 Other assets 61,013 69,302 74,610 ----------------------------------------------------------------- Total assets $2,508,735 2,456,198 2,395,659 ================================================================= LIABILITIES Deposits: Demand $194,067 191,260 187,167 Interest-bearing checking 292,820 277,543 274,105 Savings 634,995 588,595 611,891 Money Market 67,512 56,917 57,416 Certificates of deposit > $100 thou 131,720 123,211 118,925 Other time deposits 749,948 773,465 743,809 ----------------------------------------------------------------- Total deposits 2,071,062 2,010,991 1,993,313 Short-term borrowings 174,798 192,898 165,223 Long-term debt 697 911 1,231 Other liabilities 57,235 55,555 51,572 ----------------------------------------------------------------- Total liabilities 2,303,792 2,260,355 2,211,339 SHAREHOLDERS' EQUITY 204,943 195,843 184,320 ----------------------------------------------------------------- Total liabilities and shareholders' equity $2,508,735 2,456,198 2,395,659 ================================================================= Number of common shares outstanding, in thousands 61,909 61,371 61,476 10 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data) Three Months Ended 09/30/2001 06/30/2001 09/30/2000 Interest income Loans 29,963 $29,747 28,953 Investments 9,181 9,459 11,299 Federal funds sold and other short-term investments 2,510 3,251 3,846 ----------------------------------------------------------------- Total interest income 41,654 42,457 44,098 Interest expense Deposits 16,572 16,858 17,022 Borrowings 1,476 1,904 2,351 ----------------------------------------------------------------- Total interest expense 18,048 18,762 19,373 ----------------------------------------------------------------- Net interest income 23,606 23,695 24,725 Provision for loan losses 750 1,120 910 ----------------------------------------------------------------- Net interest income after provision for loan losses 22,856 22,575 23,815 Net securities transactions 696 2,067 (1,644) Noninterest income 5,312 5,414 5,611 Noninterest expense 12,363 12,940 11,747 ----------------------------------------------------------------- Income before income taxes 16,501 17,116 16,035 Income tax expense 4,910 5,444 5,274 ----------------------------------------------------------------- Net income $11,591 $11,672 10,761 ================================================================= Net income per share: - Basic $0.187 $0.189 $0.175 - Diluted $0.181 0.182 $0.169 Avg equivalent shares outstanding, in thousands: - Basic 61,882 61,910 61,526 - Diluted 64,051 63,996 63,579 ================================================================= 11 CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Nine Months Ended 09/30/01 09/30/00 Interest income Loans $89,752 84,164 Investments 28,654 33,897 Federal funds sold and other short-term investments 9,534 11,313 ---------------------------------------- Total interest income 127,940 129,374 Interest expense Deposits 50,974 49,267 Borrowings 5,765 6,132 ---------------------------------------- Total interest expense 56,739 55,399 ---------------------------------------- Net interest income 71,201 73,975 Provision for loan losses 3,365 2,560 ---------------------------------------- Net interest income after provision for loan losses 67,836 71,415 Net securities transactions 3,905 (5,013) Noninterest income 15,910 15,837 Noninterest expense 37,564 35,101 ---------------------------------------- Income before income taxes 50,087 47,138 Income tax expense 15,526 15,610 ---------------------------------------- Net income $34,561 31,528 ======================================== Net income per share: - Basic $0.559 $0.513 - Diluted $0.540 $0.497 Avg equivalent shares outstanding, in thousands: - Basic 61,791 61,492 - Diluted 63,961 63,488 ======================================== 12 CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 09/30/2001 06/30/2001 09/30/2000 Total assets $2,508,747 2,468,867 2,388,763 Shareholders' equity $205,455 200,537 181,428 Total loans $1,532,377 1,501,101 1,410,150 Interest earning assets $2,389,472 2,359,920 2,304,268 Interest-bearing liabilities $2,072,348 2,037,190 1,987,710 Nine Months Ended 09/30/2001 09/30/2000 Total assets $2,473,293 2,364,433 Shareholders' equity $201,447 173,024 Total loans $1,506,160 1,375,176 Interest earning assets $2,361,629 2,287,594 Interest-bearing liabilities $2,042,865 1,980,936 13