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): February 11, 2002
(February 11, 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 February 11, 2002, confirming
that Lewis, Rice & Fingersh, L.C. filed a response (the
"Response") on behalf of TrustCo Bank Corp NY ("TrustCo") to
the January 24, 2002, letter to the Federal Reserve Bank of
New York from Hogan & Hartson, L.L.P. on behalf of Troy
Financial Corporation ("Troy") opposing TrustCo's application
to acquire up to 9.9% of the outstanding common stock of Troy.
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 February 11,
2002 confirming that Lewis, Rice &
Fingersh, L.C. filed a response
(the "Response") on behalf of
TrustCo Bank Corp NY ("TrustCo") to
the January 24, 2002, letter to the
Federal Reserve Bank of New York
from Hogan & Hartson, L.L.P. on
behalf of Troy Financial Corporation
("Troy") opposing TrustCo's
application to acquire up to 9.9%
of the outstanding common stock
of Troy.
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: February 11, 2002
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
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Robert T. Cushing
Vice President and
Chief Financial Officer
Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
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99(a) Press release dated February 11, 5-10
2002, confirming that Lewis, Rice
& Fingersh, L.C. filed a response
(the "Response") on behalf of TrustCo
Bank Corp NY ("TrustCo") to the
January 24, 2002, letter to the Federal
Reserve Bank of New York from Hogan &
Hartson, L.L.P. on behalf of Troy Financial
Corporation ("Troy") opposing TrustCo's
application to acquire up to 9.9% of the
outstanding common stock of Troy.
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 CHARGES TROY FINANCIAL'S RESPONSE TO FEDERAL
RESERVE IS BASELESS
Glenville, New York - February 11, 2002 - Lewis, Rice & Fingersh, L.C. filed a
response (the "Response") on behalf of TrustCo Bank Corp NY ("TrustCo") to the
January 24, 2002, letter to the Federal Reserve Bank of New York from Hogan &
Hartson, L.L.P. on behalf of Troy Financial Corporation ("Troy") opposing
TrustCo's application to acquire up to 9.9% of the outstanding common stock of
Troy.
The February 8, 2002, letter from Lewis, Rice & Fingersh, L.C. included the
following points.
o TrustCo believes that Troy's assertions and requests when viewed in
totality are baseless and not worthy of serious consideration.
o While Troy criticizes the investment decision of TrustCo and others to
purchase Troy common stock, it does not criticize the investment decision
of a number of Troy's insiders or prospective insiders to purchase Troy
common stock. For example, Morris Massry, a nominee for election to Troy's
board, has increased his ownership in Troy common stock by 32% since
TrustCo's initial overtures towards Troy.
o Troy's assertions regarding TrustCo's managerial resources are spurious and
without merit. The performance of TrustCo's management in operating TrustCo
in a safe and sound manner while at the same time providing attractive,
long term return to shareholders cannot reasonably be questioned.
Several additional arguments are contained in the Response, a copy of which is
attached.
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.
Attachment
LEWIS, RICE & FINGERSH, L.C.
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
JOHN K. PRUELLAGE WWW.LRF.COM TEL (314) 444-7600
DIRECT (314) 444-7621 JPRUELLAGE@LEWISRICE.COM FAX (314) 612-7621
February 8, 2002
Mr. Jay B. Bernstein
Bank Supervision Officer
Federal Reserve Bank of New York
33 Liberty Street
New York, New York 10045-0001
Re: Application of TrustCo Bank Corp NY, Schenectady, New York,
to acquire up to 9.9% of the outstanding common stock of
Troy Financial Corporation, Troy, New York
Dear Mr. Bernstein:
This letter is submitted on behalf of TrustCo Bank Corp NY, Glenville,
New York ("TrustCo"), in response to the January 24, 2002 letter to Betsy
Buttrill White of the Federal Reserve Bank of New York from Stuart G. Stein of
Hogan & Hartson, L.L.P. (the "Commentor") on behalf of Troy Financial
Corporation, Troy, New York ("Troy"). The Commentor's letter was submitted in
opposition to the TrustCo's application ("Application") under Section 3(a)(3) of
the Bank Holding Company Act of 1956 (the "BHC Act") to acquire up to 9.9% of
the outstanding common stock of Troy, and thereby, indirectly, its subsidiaries,
The Troy Savings Bank and the Troy Commercial Bank.
While, as you note in your January 25, 2002 letter to us, a response to
the Commentor's letter is not required, we nevertheless feel compelled to submit
this letter. While we will not respond in detail to each of the assertions and
requests contained in the Commentor's letter, we believe that Troy's assertions
and requests are, when viewed in totality, baseless, have only a tangential
relation to the truth and are not worthy of serious consideration. TrustCo
believes that Troy is attempting to use the resources of the Federal Reserve
System and the processes and procedures that the Board of Governors of the
Federal Reserve System ("Board") has established to thwart a third-party
investment in Troy while at the same time Troy's insiders, and Troy itself, are
making substantial purchases of Troy stock. TrustCo, moreover, has not initiated
any of the publicity that now surrounds the Application (other than publishing
the notice required under the BHC Act); while TrustCo has recently issued a
press release relating to this matter, it was only to respond to the public
attention generated by Troy's release of the Commenter's letter and a letter to
shareholders
LEWIS, RICE & FINGERSH, L.C.
Federal Reserve Bank of New York
February 8, 2002
Page 2
issued by Troy.1 To the extent that TrustCo's proposed investment in Troy has
lead to confusion among Troy's customers or investors, it is due to the words
and actions of Troy, not of TrustCo.
TrustCo acknowledges that, in November and December of 2001, it
attempted to initiate discussions with Troy relating to a business combination
between them. TrustCo asked Francis H. Trombly, Jr. to approach Troy because Mr.
Trombly is a respected member of the financial community in which both TrustCo
and Troy operate and is known and respected by the management of each
institution. Mr. Trombly has a working relationship with the parties which
TrustCo believed could be helpful to the initiation and possible consummation of
a transaction. TrustCo is extremely disappointed that Troy would attempt to
impugn the character and integrity of Mr. Trombly, who acted in good faith, to
serve its end of defeating TrustCo's Application.
Troy, through the Commentor, questions whether Lehman Brothers (of
which Mr. Trombly is a managing director), Capital Bank and Trust Company,
Albany, New York ("Capital Bank") (of which Mr. Trombly serves as board
chairman) and perhaps others should be viewed as constituting an "association"
or a "company" under the BHC Act or a "group acting in concert" for purposes of
the Change in Bank Control Act ("Control Act") and purports to find evidence of
a vast conspiracy to acquire Troy stock among these persons. There is, of
course, no truth in this assertion and TrustCo has not taken any action that
could result it being included in any "association," "company" or "group acting
in concert."2 TrustCo believes that the holdings of Troy stock of Mr. Trombly,
Lehman Brothers or Capital Bank reflects nothing more than the independent
decisions of these persons (or their customers) to invest in Troy stock.
Accordingly, there was no need for TrustCo to add any other parties to the
Application, and furthermore, TrustCo is not in violation of the Control Act.3
The position of Troy is inconsistent at best. While it criticizes the
investment decision of TrustCo, Mr. Trombly, Lehman Brothers, Capital Bank and
others to purchase Troy stock, it does not criticize the investment decision of
a number of Troy's insiders or prospective insiders to purchase Troy stock after
TrustCo's initial overture to Troy. (Trustco has not made any purchases of Troy
stock since September 2001.) For example, Morris Massry, a nominee for election
to Troy's board, has purchased 59,600 shares of Troy stock since January 3, 2002
(according to Mr. Massry's most recent amendment to Schedule 13D filed with the
SEC, he now beneficially owns 6.6% of Troy's common stock, an increase of 32%
over his 5.0% beneficial ownership before TrustCo's overture to Troy), and two
other Troy insiders have reported purchases of Troy stock since November 2001.
Troy has not, to our knowledge, objected to these purchases. Lastly, Troy found
great significance (but no factual support to buttress its accusations) in Mr
Trombly's affiliation with Lehman Brothers, but at the same time finds no
significance in the affiliation of a member of Troy's Board of Directors with
Prudential Securities, namely, Mr Thomas B. Healy, who is a Senior Vice
President of Prudential Securities; we trust that neither Mr. Healy nor any of
the discretionary accounts controlled by him or his company has engaged in the
activities that Troy and the Commenter suspect of Mr. Trombly.
Troy and the Commentor also express confusion with respect to the
passivity commitments made by TrustCo in the Application. TrustCo agrees to
abide by the passivity commitments upon acquiring ownership or control of more
than 5% of Troy's outstanding common stock. TrustCo objects, however, to the
additional commitments suggested by Troy. The commitments that TrustCo has
already made are more than sufficient to ensure both Troy and the Board that
TrustCo's proposed investment in Troy will be noncontrolling. As Troy itself
noted, TrustCo's commitments are consistent with those relied on by the Board in
previous cases, and the Board has noted, in prior cases, that it has adequate
supervisory authority to monitor and enforce compliance with the commitments.
TrustCo does not understand how Troy could urge that the Application be denied
for TrustCo's failure to observe the passivity commitments (apparently referring
to TrustCo's attempt to discuss a business combination with Troy) which do not
presently exist.
The Commentor's assertions regarding TrustCo's managerial resources are
spurious and without merit. The performance of TrustCo's management in operating
TrustCo and its subsidiaries in a safe and sound manner and in compliance with
applicable law while at the same time providing an attractive, long-term return
to shareholders cannot reasonably be questioned. In fact, TrustCo invites Troy
to attempt to achieve the same level of performance.
In sum, TrustCo believes that the comments submitted by Troy are, on
the whole, baseless and not worthy of serious consideration and that its
proposal to acquire up to 9.9% of the common stock of Troy and, indirectly, its
subsidiaries, more than adequately satisfies the standards contained in the BHC
Act and should be approved by the Board.
If you have any questions with respect to the foregoing, please call
the undersigned at 314-444-7621 or Leonard J. Essig at 314-444-7651.
Sincerely,
John K. Pruellage
JKP/LJE
# # #
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1 On January 24, 2002, Troy filed a Form 8-K with the Securities and Exchange
Commission ("SEC") that included the Commentor's letter and a letter to Troy's
shareholders. TrustCo issued a press release on January 30, 2002 and filed a
Form 8-K with the SEC on January 31, 2002. A copy of TrustCo's filing is
attached hereto as Appendix A.
2 TrustCo's ongoing business relationships with Mr. Trombly and Lehman Brothers
have no bearing on whether TrustCo, Mr. Trombly and Lehman Brothers should be
viewed as a "company" or "group" for purposes of acquisitions of Troy stock.
TrustCo has retained Lehman Brothers to provide ordinary course of business
securities services to TrustCo and its subsidiaries, including securities
brokerage services and acting as agent in effecting purchases and sales of
TrustCo stock under TrustCo's dividend reinvestment plan, and TrustCo has
extended credit to Mr. Trombly or entities in which he holds a significant
interest (no extensions of credit were for the purpose of financing purchases of
stock). Lehman Brothers is also a market maker in TrustCo's common stock.
TrustCo has been and continues to be pleased with the services provided to it by
Mr. Trombly and Lehman Brothers and intends to maintain its relationship with
them.
3 The principals of TrustCo with investments in Troy stock noted in the
Application consist solely of TrustCo officers and directors.