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): August 19, 2002
(August 19, 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
----------------------------------- ---------------------------------------
(Commission File Number) (IRS Employer Identification No.)
5 Sarnowski Drive, Glenville, NY 12302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 377-3311
--------------
-3-
TrustCo Bank Corp NY
Item 5. Other Events
A press release was issued on August 19, 2002, declaring a
quarterly dividend of $0.15 per share, payable October 1,
2002, to the shareholders of record at the close of business
on September 6, 2002. Attached is the press release labeled as
exhibit 99(a).
A press release was issued on August 19, 2002 announcing that
TrustCo will pay dividends at 60 cents a share for 2002, the
same rate as the previous year and anticipates no stock splits
or dividend increases for the next two to three years.
Attached is the press release labeled as exhibit 99(b).
A press release was issued on August 19, 2002 of the
Shareholders letter stating information regarding payment of
dividends and TrustCo maintaining dividend level while
gearing for growth. Attached is the press release labeled at
exhibit 99(c).
Item 7 (c) Exhibits
Reg S-K Exhibit No. Description
99(a) Press release dated August 19, 2002
declaring a quarterly dividend of $0.15
per share, payable October 1, 2002,
to the shareholders of record at the
close of business on September 6, 2002.
99(b) Press release dated August 19, 2002
announcing that TrustCo will pay
dividends at 60 cents a share for 2002,
the same rate as the previous
year and anticipates no stock splits or
dividend increases for the next
two to three years.
99(c) Press release dated August 19, 2002
of the Shareholders letter
stating information
regarding payment of
dividends and TrustCo
maintaining dividend level
while gearing for growth.
-8-
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: August 19, 2002
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
----------------------------
Robert T. Cushing
Vice President and
Chief Financial Officer
Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
- ------------------ ---------------------------- ----------
99(a) Press release dated August 19, 2002 5
declaring a quarterly dividend of $0.15
per share, payable October 1, 2002, to
the shareholders of record at the close
of business on September 6, 2002.
99(b) Press release dated August 19, 2002 6-7
announcing that TrustCo will pay
dividends at 60 cents a share for 2002,
the same rate as the previous year and
anticipates no stock splits or dividend
increases for the next two to three years.
99(c) Press release dated August 19, 2002 8
of the Shareholders letter stating infor-
mation regarding payment of dividends and
TrustCo maintaining dividend level while
gearing for growth.
Exhibit 99(a)
TRUSTCO
Bank Corp NY News Release
- -----------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank NASDAQ -- TRST
Trustco Savings Bank
Robert M. Leonard
Vice President
518-381-3693
FOR IMMEDIATE RELEASE:
TRUSTCO DECLARES CASH DIVIDEND
Glenville, New York - August 19, 2002. On August 19, 2002, the Board of
Directors of the Company declared a quarterly dividend of $0.15 per share,
payable October 1, 2002, to the shareholders of record at the close of business
on September 6, 2002.
TrustCo Bank Corp NY is a $2.8 billion bank holding company and through its two
subsidiary banks, TrustCo Bank, National Association and TrustCo Savings Bank,
operates 61 offices in Albany, Columbia, Greene, Montgomery, Rensselaer,
Saratoga, Schenectady, Schoharie, Warren, Washington, and Westchester Counties
in New York and Bennington County in Vermont. In addition, the bank operates a
full service Trust Department that has $1.07 billion of 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.
# # #
Exhibit 99(b)
TRUSTCO
Bank Corp NY News Release
- -----------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
Subsidiary: Trustco Bank NASDAQ -- TRST
Trustco Savings Bank
Robert M. Leonard
Vice President
(518) 381-3693
FOR IMMEDIATE RELEASE:
TrustCo to maintain dividend level
while gearing for growth
Glenville, New York - August 19, 2002
TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced today that it will pay
dividends at 60 cents a share for 2002, the same rate as the previous year and
anticipates no stock splits or dividend increases for the next two to three
years. "As I have often indicated, we will return excess capital to shareholders
while retaining sufficient capital for the growth of our business. Stated
simply, we now have a substantial opportunity for growth."according to Robert A.
McCormick, Chairman, President and Chief Executive Officer.
As Mr. McCormick stated in a letter to shareholders, "In managing TrustCo, the
focus has always been on enhancing shareholder value. I have rarely seen a
greater opportunity to do so than now. By maintaining the current dividend
level, we can both reward our shareholders and conserve capital as a platform
for growth."
The growth, according to Mr. McCormick, will take the form of new branches.
TrustCo projects to open 30 new branches in the next 3 years, regionally,
downstate, and in Florida. He went on to point out that in a time of economic
uncertainty, TrustCo's financial strength becomes even more significant.
"Timing, as always, is key", said Mr. McCormick. "Our new downstate branches are
far out-performing projections. Clearly, the market is there for our combination
of aggressive pricing and personal, `hometown' service."
Now celebrating its 100th anniversary, TrustCo is frequently cited as one of the
strongest mid-sized banks in the country. In its June 2002 issue the U.S. Banker
magazine listed performance rankings of 100 mid-sized banks. TrustCo placed
ninth best. At 60 cents a share, its 2001 dividend represents about 85% of net
income, well above banking industry norms, and according to Barron's, nearly two
and a half times the overall average for the Standard and Poors 500.
TrustCo Bank Corp NY is a $2.8 billion bank holding company and through its two
subsidiary banks, Trustco Bank, National Association and Trustco Savings Bank,
operates 61 offices Albany, Columbia, Dutchess, Greene, Montgomery, Rensselaer,
Saratoga, Schenectady, Schoharie, Warren, Washington, and Westchester Counties
in New York and Bennington County in Vermont. In addition, the bank operates a
full service Trust Department that has $1.07 billion of 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 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 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 in the
forward-looking statements.
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.
# # #
Exhibit 99(c)
TRUSTCO
Bank Corp NY News Release
- -----------------------------------------------------------------
5 Sarnowski Drive, Glenville, New York, 12302
(518) 377-3311 Fax: (518) 381-3668
August 19, 2002
Dear Shareholder:
I am writing at what I believe to be a historic time for our Company.
On August 19, 2002, your Board of Directors voted to pay dividends at 60 cents a
share for 2002, the same rate as the previous year. Also, we anticipate no stock
split or dividend increases for the next two to three years. As I have often
indicted, we will return excess capital to shareholders while retaining
sufficient capital for the growth of our business.
Stated simply, we now have a substantial opportunity for growth.
In managing TrustCo, the focus has always been on enhancing shareholder value. I
have rarely seen a greater opportunity to do so than now. By maintaining the
current dividend level, we can both reward our shareholders and conserve capital
as a platform for growth - which we believe will produce even greater returns in
years to come.
Timing, as always, is key to success. In this period of economic uncertainty,
TrustCo's financial strength is highly significant. Your Board and I are
convinced that now is the time to leverage that strength.
The growth, as I have previously indicated, will come in the form of new
branches. We project to open some 30 new branches in the next three years - in
the greater Capital Region, downstate, and in the Orlando region of Florida.
Our new downstate branches are far out-performing projections. Clearly, the
market is there for our combination of aggressive pricing and personal,
"hometown" service.
I am highly pleased with our Company's strong performance this past year, and
look forward to guiding increasing value to our shareholders in years to come.
Thank you for placing your confidence in TrustCo.
Sincerely,
Robert A. McCormick