------------------------------------------ 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): July 18, 1996 (July 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 July 16, 1996, TrustCo Bank Corp NY ("TrustCo") issued two press releases with year to date and second quarter results for the period ending June 30, 1996. 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 of July 16, 1996, for the period ending June 30, 1996, regarding year to date and second quarter results. 99(b) Press Release of July 16, 1996, for the period ending June 30, 1996, regarding year to date and second quarter 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: July 18, 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) Highlights Press Release of July 16, 1996, for the period ending June 30, 1996, regarding year to date and second quarter results. 99(b) Press Release of July 16, 1996, for the period ending June 30, 1996, regarding year to date and second quarter results. Exhibit 99(a) TRUSTCO Bank Corp NY News Release - ----------------------------------------------------------------- 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 Subsidiary: Trustco Bank NASDAQ -- TRST Contact: William F. Terry Senior Vice President and Secretary (518) 381-3611 Schenectady, New York -- July 16, 1996 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 6/96 6/95 Three Months Ended June 30: Net Income $ 6,913,000 6,106,000 Average Equivalent Shares Outstanding 18,201,000 17,957,000 Net Income per Share $ .38 .34 ==== === Six Months Ended June 30: Net Income $ 13,598,000 12,011,000 Average Equivalent Shares Outstanding 18,206,000 17,933,000 Net Income per Share $ .75 .67 ==== === Period End: Total Assets 2,223,973,000 2,086,680,000 Total Nonperforming Loans 13,926,000 13,335,000 Total Nonperforming Assets 18,598,000 17,656,000 Allowance for Loan Losses 50,582,000 43,715,000 Allowance as a Percentage of Total Loans 4.12% 3.70 Per share data has been adjusted for the 6 for 5 stock split effective August 1995. # # # 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 NASDAQ -- TRST Contact: William F. Terry Senior Vice President and Secretary (518) 381-3611 For Immediate Release: Schenectady, New York -- July 16, 1996 First half results for 1996 continue to reflect increases in net interest income, net income, operating efficiencies and loan quality. "We are extremely pleased with the results for the first half of this year. These results are in line with our projections for 1996, and reaffirm our belief that 1996 and 1997 will be excellent years for TrustCo." Making the announcement was Robert A. McCormick, President and Chief Executive Officer. Record second quarter net income of $6.9 million for 1996 was 13% greater than the $6.1 million recorded in the comparable 1995 period. Earnings per share reached $0.38 for the second quarter of 1996, up 12% over prior years. Consistent with the increases for the second quarter results, the six month year-to-date 1996 net income and earnings per share were $13.6 million and $0.75. The six month results for 1996 are an increase of 13%, and 12% over the net income and earnings per share for 1995. "At TrustCo, we measure our performance consistent with our shareholders' expectations. Return on shareholders' equity is the most significant measure of how effective we are at investing the funds that our shareholders have given to us. To date in 1996, we have realized an annualized return on shareholders' equity of 18.5%, which taken together with our plans for the second half of this year, will result in a 19% return on equity for 1996. We are very pleased with our results for 1996, but are even more proud of how well TrustCo has performed over the last five years. Our average return on equity for the period January 1, 1991, through June 30, 1996, was 17.0%. I cannot think of any other major financial institution locally that can match those results," stated Mr. McCormick. For the second quarter of 1996, TrustCo's efficiency ratio was 39.0%, as compared to 42.8% in 1995. At the 1996 Annual Meeting of Shareholders, Mr. McCormick noted that the efficiency ratio is a measure of operating costs compared to net interest income, and that the lower the ratio the more efficiently the company was operated. The results for 1996 put TrustCo among the most efficient banking enterprises in the United States. Commenting on the operations of TrustCo, Mr. McCormick noted, "Operating costs and controls over our expenses are an integral part of the banking philosophy here at TrustCo. We get every employee involved in efforts to reduce our operating expenses and to develop ideas to make TrustCo an even more efficient operation in the future. This philosophy is more than a slogan of the month, it is the way we do business year after year." Another long standing attribute benefitting shareholders is the consistently high quality of assets at TrustCo. Nonperforming loans ended the second quarter of 1996 at $13.9 million, down from the year end balance of $15.7 million and the first quarter balance of $15.6 million. Likewise, the coverage ratio of our allowance for loan losses to nonperforming loans grew to 3.6 times coverage as of June 30, 1996, compared to 3.1 times coverage at year end 1995. Also, during the quarter, TrustCo recognized $2.6 million of losses taken on the investment securities portfolio. Mr. McCormick noted, "When interest rates in the marketplace increase, as they have this quarter, we sell lower yielding securities to generate cash for investment at the higher yields. At June 30, 1996, we have $435 million invested in overnight federal funds, which can be reinvested in the coming months in other securities at a significant premium to the rates currently being realized. The end result of this strategy is that income in future periods will benefit from these actions, even though we had to take losses this year. A relatively small loss today will generate significant increases to interest income in the future." Also during the quarter, TrustCo opened a new banking facility at Malta Four Corners, located off exit 12 of the Northway. This is the 48th branch for TrustCo, and is another clear indication of TrustCo's commitment to the Upstate New York communities. "Our expansion program is focused on the Capital District area. We are dedicated to this region, and believe it represents a tremendous opportunity for our Company in the future. While other banks focus on other states and other regions of the country, TrustCo continues to dedicate itself to being the "Hometown Bank," stated Mr. McCormick. TrustCo is a $2.2 billion bank holding company, and through its subsidiary bank, Trustco Bank, National Association, operates 48 bank offices in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren and Washington counties. In addition, the bank operates a full service Trust Department with $868 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. FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 06/30/96 03/31/96 06/30/95 Summary of operations Net interest income (TE) $22,176 21,761 20,615 Provision for loan losses 854 3,110 3,045 Net gain/(loss) from securities transactions (2,630) (421) 417 Noninterest income 3,655 3,548 3,569 Noninterest expense 10,675 10,446 11,862 Net income 6,913 6,685 6,106 Per common share (1) Net income 0.38 0.37 0.34 Cash dividends 0.28 0.28 0.23 Book value at period end 8.67 8.74 8.38 Market price at period end 19.25 20.69 18.13 At period end Full time equivalent employees 432 431 446 Full service banking offices 48 47 45 Performance ratios Return on average assets 1.25 % 1.23 1.21 Return on average equity (2) 18.64 18.32 17.36 Efficiency (3) 39.01 40.42 42.79 Net interest spread (TE) 3.71 3.70 3.77 Net interest margin (TE) 4.14 4.13 4.22 Dividend payout ratio 70.42 72.67 66.07 Capital ratios at period end (4) Total equity to assets 6.85 6.89 6.89 Tier 1 risk adjusted capital 12.64 12.74 12.29 Total risk adjusted capital 13.92 14.03 13.57 Asset quality analysis at period end Nonperforming loans to total loans 1.13 1.27 1.13 Nonperforming assets to total assets 0.84 0.85 0.85 Allowance for loan losses to total loans 4.12 4.12 3.70 Coverage ratio (5) 3.6X 3.3X 3.3X (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. FINANCIAL HIGHLIGHTS, Continued Page 2 Six Months Ended 06/30/96 06/30/95 Summary of operations Net interest income (TE) $43,936 41,958 Provision for loan losses 3,964 6,618 Net gain/(loss) from securities transactions (3,051) 628 Noninterest income 7,203 6,807 Noninterest expense 21,121 23,613 Net income 13,598 12,011 Per common share (1) Net income 0.75 0.67 Cash dividends 0.55 0.46 Book value at period end 8.67 8.38 Market price at period end 19.25 18.13 Performance ratios Return on average assets 1.24% 1.21 Return on average equity (2) 18.48 17.23 Efficiency (3) 39.71 43.69 Net interest spread (TE) 3.70 3.92 Net interest margin (TE) 4.14 4.35 Dividend payout ratio 71.53 67.14 CONSOLIDATED BALANCE SHEETS Page 3 (dollars in thousands) 06/30/96 12/31/95 06/30/95 ASSETS Loans, net $1,177,140 1,177,822 1,137,499 Securities available for sale 488,352 640,206 322,371 Investment securities 0 0 332,857 Federal funds sold 435,000 239,000 165,000 ----------- ----------- ----------- Total earning assets 2,100,492 2,057,028 1,957,727 Cash and due from banks 43,267 50,889 48,259 Bank premises and equipment 24,269 25,008 25,895 Other assets 55,945 43,260 54,799 ----------- ----------- ----------- Total assets $2,223,973 2,176,185 2,086,680 =========== =========== =========== LIABILITIES Deposits: Demand $112,233 111,743 102,096 Now accounts 235,078 231,107 225,805 Savings 674,744 649,033 605,886 Money market 66,650 69,434 79,485 Certificates of deposit > $100 thou 85,921 84,210 84,571 Other time deposits 759,225 785,122 771,208 ----------- ----------- ----------- Total deposits 1,933,851 1,930,649 1,869,051 Short-term borrowings 106,654 56,654 37,503 Other liabilities 30,036 28,783 32,587 ----------- ----------- ----------- Total liabilities 2,070,541 2,016,086 1,939,141 SHAREHOLDERS' EQUITY 153,432 160,099 147,539 ----------- ----------- ----------- Total liabilities and shareholders' equity $2,223,973 2,176,185 2,086,680 =========== =========== =========== Number of common shares outstanding, in thousands, restated for 1995 stock split 17,702 17,638 17,603 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data) Three Months Ended 06/30/96 03/31/96 06/30/95 Interest income Loans $26,726 26,947 26,558 Investments 11,384 11,260 10,459 Federal funds sold 3,712 3,301 2,942 ----------- ----------- ----------- Total interest income 41,822 41,508 39,959 Interest expense Deposits 19,193 19,644 19,643 Borrowings 1,097 733 230 ----------- ----------- ----------- Total interest expense 20,290 20,377 19,873 ----------- ----------- ----------- Net interest income 21,532 21,131 20,086 Provision for loan losses 854 3,110 3,045 ----------- ----------- ----------- Net interest income after provision for loan losses 20,678 18,021 17,041 Net gain/(loss) from securities transactions (2,630) (421) 417 Noninterest income 3,655 3,548 3,569 Noninterest expense 10,675 10,446 11,862 ----------- ----------- ----------- Income before income taxes 11,028 10,702 9,165 Income tax expense 4,115 4,017 3,059 ----------- ----------- ----------- Net income $6,913 6,685 6,106 =========== =========== =========== Net income per share $0.38 0.37 0.34 Avg equivalent shares outstanding, in thousands 18,201 18,210 17,957 CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Six Months Ended 06/30/96 06/30/95 Interest income Loans $53,673 52,563 Investments 22,644 18,883 Federal funds sold 7,013 6,617 ----------- ----------- Total interest income 83,330 78,063 Interest expense Deposits 38,837 36,637 Borrowings 1,830 446 ----------- ----------- Total interest expense 40,667 37,083 ----------- ----------- Net interest income 42,663 40,980 Provision for loan losses 3,964 6,618 ----------- ----------- Net interest income after provision for loan losses 38,699 34,362 Net gain/(loss) from securities transactions (3,051) 628 Noninterest income 7,203 6,807 Noninterest expense 21,121 23,613 ----------- ----------- Income before income taxes 21,730 18,184 Income tax expense 8,132 6,173 ----------- ----------- Net income $13,598 12,011 =========== =========== Net income per share $0.75 0.67 Avg equivalent shares outstanding, in thousands 18,206 17,933 CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 06/30/96 03/31/96 06/30/95 Total assets $2,215,544 2,181,734 2,031,611 Shareholders' equity 151,767 158,037 143,713 Total loans 1,227,421 1,227,164 1,171,702 Interest earning assets 2,138,647 2,100,562 1,953,127 Interest bearing liabilities 1,924,538 1,892,501 1,761,016 Six Months Ended 06/30/96 06/30/95 Total assets $2,198,640 2,003,253 Shareholders' equity 154,902 142,137 Total loans 1,227,293 1,167,707 Interest earning assets 2,119,605 1,924,059 Interest bearing liabilities 1,908,520 1,736,830