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): January 30, 2002
(January 31, 2002)
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
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(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
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TrustCo Bank Corp NY
Item 5. Other Events
A press release was issued on January 30, 2002, confirming
that TrustCo Bank Corp NY had made an offer to acquire Troy
Financial Corp. in a letter dated November 14, 2001 . Attached
is the press release labeled as exhibit 99(a).
Item 7 (c) Exhibits
Reg S-K Exhibit No. Description
99(a) Press release dated January 30,
2002 confirming that TrustCo
Bank Corp NY had made an offer
to acquire Troy Financial Corp.
in a letter dated November 14,
2001.
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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: January 30, 2002
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
----------------------------
Robert T. Cushing
Vice President and
Chief Financial Officer
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Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
- ------------------ ---------------------------- ----------
99(a) Press release dated January 30, 5-6
2002, confirming that TrustCo Bank
Corp NY had made an offer to acquire
Troy Financial Corp. in a letter dated
November 14, 2001.
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Exhibit 99(a)
TRUSTCO
Bank Corp NY News Release
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5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiaries: Trustco Bank NASDAQ - TRST
Trustco Savings
Robert M. Leonard
Vice President
518-381-3693
FOR IMMEDIATE RELEASE:
TRUSTCO BANK CORP NY CONFIRMS OFFER TO
ACQUIRE TROY FINANCIAL CORP.
Glenville, New York - January 30, 2002 - TrustCo Bank Corp NY ("TrustCo")
confirmed that it had made an offer to acquire Troy Financial Corp. ("Troy") in
a letter dated November 14, 2001. The terms of that offer specified an exchange
of cash and TrustCo common stock equal to $28.00 per Troy share which was a
significant premium over the $21.90 closing price of Troy's shares on November
13, 2001. This offer was made in an attempt to create a stronger independent
bank in the Capital District region from the merger of Troy and TrustCo. Though
Troy is a solid institution, TrustCo believes that Troy is a prime candidate for
an out-of-town takeover. A comparison of some of the financial indicators of the
relative performance of both Troy and TrustCo are as follows:
(three months ended December 31, 2001)
Troy TrustCo Difference (%)
---- ------- --------------
Return on average equity 7.46% 23.81% 22
Return on average assets 1.13 1.72 52
Efficiency ratio 55.43 37.37 48
Dividend yield (as of 12/31/01 1.94 4.77 146
TrustCo believes that shareholder value of Troy would have been significantly
improved with this transaction. In fact, the closing price of Troy shares on
January 29, 2002 was $26.69 or 21% higher than $21.90, the closing price of Troy
shares on November 13, 2001.
Ultimately Troy's management and Board rejected TrustCo's offer.
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Subsequently, TrustCo filed an application with the Federal Reserve Bank for
permission to purchase up to 9.9% of the shares of Troy. Troy's management and
Board have filed a nine page objection to the TrustCo application and are urging
the Federal Reserve Bank to reject the TrustCo application.
TrustCo questions the intentions of the Troy management and Board in trying to
block TrustCo's application while giving full support to one of its Director
Nominees who has been and is making purchases of Troy stock and exceed 5%
ownership.
TrustCo asks one question of the Troy management and Board:
"What are you so afraid of?"
TrustCo is a $2.6 billion bank holding company and through its subsidiaries,
Trustco Bank, National Association, and Trustco Savings Bank, operates 56 bank
offices in Albany, Columbia, Greene, Montgomery, Rensselaer, Saratoga,
Schenectady, Schoharie, Warren, and Washington counties. In addition, the bank
operates a full service Trust Department with $1.23 billion in assets under
management. The common shares of TrustCo are traded on the Nasdaq National
Market tier of the Nasdaq Stock Market under the symbol TRST.
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 undo 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.
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