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): April 16, 1996 (April 16, 1996) 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 April 16, 1996, TrustCo Bank Corp NY ("TrustCo") issued two press releases regarding first quarter, March 31, 1996, results of TrustCo Bank Corp NY. 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) Press Release of April 16, 1996, regarding first quarter, March 31, 1996, results. 99(b) Press Release of April 16, 1996, regarding first quarter, March 31, 1996, results. 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: April 16, 1996 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 __________________ ___________ 99(a) Press Release of April 16, 1996, containing first quarter, March 31, 1996, results. 99(b) Press Release of April 16, 1996, containing first quarter, March 31, 1996, results. Exhibit 99(a) William F. Terry Senior Vice President and Secretary (518) 381-3611 For Immediate Release: Schenectady, New York -- April 16, 1996 TrustCo began 1996 with record first quarter results, increases in net income and net interest income, and further improvements in the operating efficiencies of the Company. Making the announcement was Robert A. McCormick, President and Chief Executive Officer. Net income for the first quarter of 1996 was $6,685,000, an increase of 13% over the $5,905,000 earned during the comparable period in 1995. As a result, earnings per share for 1996 were $0.37, compared to $0.33 per share in 1995. The annualized first quarter return on average equity was 18.3% for 1996 and 17.1% for 1995. TrustCo's goal for 1996 is a return on average equity of 19%, and the first quarter results are in line with meeting that objective. "An improved net interest income and continued expense control were primary factors in making the first quarter results the best first quarter in the Company's history," said McCormick. Taxable equivalent net interest income for the first quarter of 1996 was $21.8 million, compared to $21.3 million in 1995. Total operating expenses for 1996 were $10.4 million, compared to $11.8 million in 1995. As a result of the improvements in operating expenses during 1996, the efficiency ratio for the first quarter was 40.4%, compared to 1995's ratio of 44.6%. Commenting on these results, McCormick noted, "As always, TrustCo has continued its tradition of controlling operating expenses while at the same time providing high quality service to TrustCo customers. Compared to the first quarter of 1995, we have the added cost during 1996 of operating four additional branches during the entire quarter. These additional branch costs were offset by reductions in other operating expense areas, thereby resulting in an overall reduction in operating expenses by $1.3 million for the quarter." For the first quarter, TrustCo paid a cash dividend of $0.275 per share to all shareholders. As a percentage of TrustCo's first quarter net income, this amount represented a dividend payout of 72.7%, one of the highest in the banking industry. Commenting on the significant dividends that TrustCo has historically paid to its shareholders, Mr. McCormick noted, "The 73% payout of our first quarter net income to our shareholders is consistent with our long standing position of retaining within TrustCo sufficient capital to support our operations and growth plans. Excess capital above those levels should be and has been returned to our shareholders. We have achieved these payout ratios and still maintained our capital ratio at 6.9% of assets at the end of the quarter." Also during the first quarter, TrustCo increased the allowance for loan losses to $50.6 million at March 31, 1996, compared to $41.6 million for the comparable period in 1995. At March 31, 1996, the allowance for loan losses represented 4.12% of net loans outstanding, an increase from the 3.58% at March 31, 1995. The coverage ratio of the allowance for loan losses to nonperforming loans increased from 2.2 times coverage at March 31, 1995, to 3.3 times coverage at March 31, 1996. Commenting on the recent activities between TrustCo and ALBANK Financial Corporation, Mr. McCormick noted, "During the first quarter we made a generous offer to buy ALBANK for a combination of cash and TrustCo shares. The emerging company would have the size and financial strength to survive in an era of continued consolidation in the financial services industry. If the business combination were to take place, the local communities would benefit from having access to a locally managed, well run bank for the foreseeable future. Customers would have access to improved services available over a wider geographic area. The shareholders of ALBANK would have benefited from an immediate gain in the value of their investment, and both shareholder groups would share in the ownership of an emerging company which would produce a tremendous return on their investment. Clearly, our interest continues despite the initial negative response to our offer by ALBANK's Management and Board." TrustCo is a $2.2 billion bank holding company, and through its subsidiary bank, Trustco Bank, National Association, operates 47 bank offices in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren and Washington counties. In addition, the bank operates a full service Trust Department with $848 million 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. Page 1 FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 03/31/96 12/31/95 03/31/95 Summary of operations Net interest income (TE) $21,761 20,824 21,343 Provision for loan losses 3,110 2,960 3,573 Net gain/(loss) from securities transact (421) (526) 211 Noninterest income 3,548 3,511 3,238 Noninterest expense 10,446 10,132 11,751 Net income 6,685 6,920 5,905 Per common share (1) Net income $0.37 0.38 0.33 Cash dividends 0.28 0.28 0.23 Book value at period end 8.74 9.08 8.12 Market price at period end 20.69 22.13 17.29 At period end Full time equivalent employees 431 434 439 Full service banking offices 47 47 45 Performance ratios Return on average assets 1.23% 1.27 1.21 Return on average equity (2) 18.32 19.21 17.11 Efficiency (3) 40.42 40.54 44.58 Net interest spread (TE) 3.70 3.58 4.09 Net interest margin (TE) 4.13 4.03 4.49 Dividend payout ratio 72.67 70.09 68.25 Capital ratios at period end (4) Total equity to assets 6.89 6.83 7.08 Tier 1 risk adjusted capital 12.74 12.45 12.33 Total risk adjusted capital 14.03 13.73 13.61 Asset quality analysis at period end Nonperforming loans to total loans 1.27 1.28 1.65 Nonperforming assets to total assets 0.85 0.89 1.16 Allowance for loan losses to total loans 4.12 3.94 3.58 Coverage ratio (5) 3.3 3. 2.2 X (1) All per share information has been adjusted for the 6 for 5 stock split effective August, 1995. (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. CONSOLIDATED BALANCE SHEETS Page 2 (dollars in thousands) 03/31/96 12/31/95 03/31/95 ASSETS Loans, net $1,177,007 1,177,822 1,122,647 Securities available for sale 636,337 640,206 226,972 Investment securities 0 0 337,952 Federal funds sold 247,000 239,000 192,000 ------------------------------- Total earning assets 2,060,344 2,057,028 1,879,571 Cash and due from banks 49,773 50,889 48,289 Bank premises and equipment 24,373 25,008 23,869 Other assets 48,690 43,260 48,533 ------------------------------- Total assets $2,183,180 2,176,185 2,000,262 =============================== LIABILITIES Deposits: Demand $107,992 111,743 98,785 Now accounts 230,732 231,107 233,981 Savings 672,181 649,033 587,973 Money Market 68,739 69,434 84,082 Certificates of deposit > $100 thou 88,124 84,210 79,028 Other time deposits 770,761 785,122 732,225 ------------------------------- Total deposits 1,938,529 1,930,649 1,816,074 Short-term borrowings 61,570 56,654 14,029 Other liabilities 28,355 28,783 27,316 ------------------------------- Total liabilities 2,028,454 2,016,086 1,857,419 SHAREHOLDERS' EQUITY 154,726 160,099 142,843 ------------------------------- Total liabilities and shareholders' equity $2,183,180 2,176,185 2,000,262 =============================== Number of common shares outstanding, in thousands 17,702 17,638 17,586 CONSOLIDATED STATEMENTS OF INCOME Page 3 (dollars in thousands, except per share data) Three Months Ended 03/31/96 12/31/95 03/31/95 Interest income Loans $26,947 27,462 26,005 Investments 11,260 11,503 8,424 Federal funds sold 3,301 3,018 3,675 ------------------------------- Total interest income 41,508 41,983 38,104 Interest expense Deposits 19,644 20,953 16,994 Borrowings 733 757 216 ------------------------------- Total interest expense 20,377 21,710 17,210 ------------------------------- Net interest income 21,131 20,273 20,894 Provision for loan losses 3,110 2,960 3,573 ------------------------------- Net interest income after provision for loan losses 18,021 17,313 17,321 Net gain/(loss) from securities transaction (421) (526) 211 Noninterest income 3,548 3,511 3,238 Noninterest expense 10,446 10,132 11,751 ------------------------------- Income before income taxes 10,702 10,166 9,019 Income tax expense 4,017 3,246 3,114 ------------------------------- Net income $6,685 6,920 5,905 =============================== Net income per share $0.37 0.38 0.33 Avg equivalent shares outstanding, in thous 18,210 18,208 17,919 CONSOLIDATED AVERAGE BALANCE SHEETS Page 4 (in thousands) Three Months Ended 03/31/96 12/31/95 03/31/95 Total assets $2,181,734 2,156,948 1,974,579 Shareholders' equity 158,037 151,265 140,543 Interest earning assets 2,100,562 2,076,697 1,894,667 Interest bearing liabilities 1,892,501 1,872,741 1,712,375 Exhibit 99(b) William F. Terry Senior Vice President and Secretary (518) 381-3611 Schenectady, New York -- April 16, 1996 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 3/96 3/95 Three Months Ended March 31: Net Income $ 6,685 5,905 Average Equivalent Shares Outstanding 18,210,000 17,919,000 Net Income per Share $ .37 .33 Total Nonperforming Loans 15,556 19,159 Total Nonperforming Assets 18,463 23,226 Allowance for Loan Losses 50,580 41,623 Allowance as a Percentage of Total Loans 4.12% 3.58% Per share data has been adjusted for the 6 for 5 stock split effective August 1995. # # #