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): October 22, 1997 (October 21, 1997) 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 October 21, 1997, TrustCo Bank Corp NY ("TrustCo") issued two press releases with year to date and third quarter results for the period ending September 30, 1997. Attached is a copy of each press release labeled as Exhibits 99(a) and 99(b). Item 7. Exhibits Reg S-K Exhibit No. Description 99(a) Highlights Press Release of October 21, 1997, for the period ending September 30, 1997, regarding year to date and third quarter results. 99(b) Press Release of October 21, 1997, for the period ending September 30, 1997, regarding year to date and third quarter results. 2 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: October 21, 1997 TrustCo Bank Corp NY (Registrant) By: /s/ Robert T. Cushing ---------------------- Robert T. Cushing Vice President and Chief Financial Officer 3 Exhibits Index The following exhibits are filed herewith: Reg S-K Exhibit No. Description Page - ------------------ ----------------------------- ------ 99(a) Highlights Press Release of October 5 21, 1997, for the period ending September 30, 1997, regarding year to date and third quarter results. 99(b) Press Release of October 21, 1997, for 6 the period ending September 30, 1997, regarding year to date and third quarter results. 4 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 -- October 21, 1997 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 9/97 9/96 Three Months Ended September 30: Net Income $ 8,483 7,467 Average Equivalent Shares Outstanding 21,370,000 21,025,000 Net Income per Share $ 0.40 0.36 ==== ==== Nine Months Ended September 30: Net Income $ 23,929 21,065 Average Equivalent Shares Outstanding 21,250,000 20,968,000 Net Income per Share $ 1.13 1.00 === === Period End: Total Assets 2,344,499 2,246,934 Total Nonperforming Loans 10,514 11,357 Total Nonperforming Assets 20,587 17,941 Allowance for Loan Losses 52,684 50,909 Allowance as a Percentage of Total Loans 4.12% 4.16% Share and per share data is presented excluding the effect of the 15% stock split declared August 1996. 5 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: TRUSTCO ANNOUNCES THIRD QUARTER AND YEAR-TO-DATE 1997 RESULTS Schenectady, New York -- October 21, 1997 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced that the year to date results through the third quarter of 1997 continue to reflect strong performance with respect to taxable equivalent net interest income, net income , operating efficiencies and loan quality. " We are extremely pleased with the results for the third quarter and for the entire year to date 1997. These results are in line with our projections for 1997, and position us well for continued growth into 1998." Making the announcement was Robert A. McCormick, President and Chief Executive Officer. Record third quarter net income of $8.5 million for 1997 was 14% greater than the $7.5 million recorded in the comparable period in 1996. Earnings per share reached $0.40 for the third quarter of 1997, an increase of 11% over the prior year. The per share amounts have not been adjusted to reflect the impact of the 15% stock split which is effective for shareholders of record on October 24, 1997. Consistent with the increase for the third quarter, the year to date results for 1997 are net income of $23.9 million and earnings per share of $1.13. The nine month results for 1997 reflect an increase of 14% in net income and 13% in earnings per share compared to 1996. Commenting on the results, Mr. McCormick noted, "At TrustCo we measure our success by fulfilling 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 1997, we have realized a return on equity of 20.2%, which puts us right on target for a 20% return on equity for the full year of 1997. We are pleased with our results during 1997 and look forward to increasing return on equity to 21% for 1998." For the third quarter of 1997, TrustCo's efficiency ratio was 40.1%, as compared to 39.2% in 1996. Commenting on TrustCo's efficiency ratio Mr. McCormick stated, " We continually strive for new and innovative ways to deliver superior quality services to our customers at 6 the lowest cost possible. TrustCo has received national recognition as one of the nation's most efficiently operated banking franchises. By operating TrustCo at an efficiency ratio of 40% compared to the industry average efficiency ratio of 60%, TrustCo has reduced operating cost by $20 million annually. Those savings add to the bottom line, and, because of our dividend policy, that added income becomes additional dividends paid to our shareholders." Through September 30, TrustCo's dividend payout ratio for 1997 was 70% compared to 69% in 1996. Another long standing attribute benefiting shareholders is the consistently high quality of assets at TrustCo. Nonperforming loans ended the third quarter at $10.5 million, down from the year end balance of $14.0 million and the second quarter 1997 balance of $12.2 million. The Company has a coverage ratio of the allowance for loan losses to nonperforming loans of 5.0 times coverage as of September 30, 1997. "We utilize a proactive and anticipatory style with respect to problems in our loan portfolio. We identify potential problem loans quickly and take steps to insure that the Bank is protected. I think this style has served us well. As a result our nonperforming loans are only 0.82% of our total loan portfolio," said McCormick. Also during the third quarter of 1997, TrustCo opened its 51st branch, located in Wynantskill, Rensselaer County. During 1997, TrustCo opened three new branches and continues to fulfill the stated goal of expanding the franchise value of the Company through the branch expansion program. Mr. McCormick noted, "We are delighted with the response we have received in these communities. Our products and services are being well received, and we are exceeding the growth goals we established for these branches prior to opening. I think this is a clear indication that the communities in the upstate New York region have a strong desire to have a physical branch presence in their communities, and not to be serviced long distance by remote banking operations. We plan to continue our expansion program, and I look forward to future announcements of our new branch sites." TrustCo Bank Corp NY is a $2.3 billion bank holding company which serves the financial needs of customers through its banking subsidiary, Trustco Bank, National Association. Trustco Bank operates 51 bank offices, in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren and Washington Counties. In addition, Trustco Bank operates a full service Trust Department with $1.06 billion of assets under management. 7 TRUSTCO BANK CORP NY Page 1 SCHENECTADY, NY FINANCIAL HIGHLIGHTS (dollars in thousands, except per share data) Three Months Ended 09/30/97 06/30/97 09/30/96 Summary of operations Net interest income (TE) $22,451 22,246 21,479 Provision for loan losses 1,345 1,185 943 Net loss from securities transactions (19) (295) (1,291) Noninterest income 4,345 4,104 3,700 Noninterest expense 11,111 11,587 10,248 Net income 8,483 7,853 7,467 Per common share (1) Net income 0.40 0.37 0.36 Cash dividends 0.28 0.28 0.24 Book value at period end 8.61 8.28 7.74 Market price at period end 27.25 21.38 20.65 At period end Full time equivalent employees 459 452 437 Full service banking offices 51 50 48 Performance ratios Return on average assets 1.45% 1.38 1.32 Return on average equity (2) 21.05 19.92 19.60 Efficiency (3) 40.11 40.79 39.23 Net interest spread (TE) 3.58 3.63 3.55 Net interest margin (TE) 4.05 4.07 3.98 Dividend payout ratio 66.04 71.48 65.25 Capital ratios at period end (4) Total equity to assets 6.99 7.01 6.91 Tier 1 risk adjusted capital 13.52 13.37 12.96 Total risk adjusted capital 14.81 14.66 14.25 Asset quality analysis at period end Nonperforming loans to total loans 0.82 0.98 0.93 Nonperforming assets to total assets 0.88 0.91 0.80 Allowance for loan losses to total loans 4.12 4.16 4.16 Coverage ratio (5) 5.0X 4.3X 4.5X (1) All share and per share information is prior to the effect of the 15% stock split declared August, 1997. (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. 8 FINANCIAL HIGHLIGHTS, Continued Page 2 Nine Months Ended 09/30/97 09/30/96 Summary of operations Net interest income (TE) $66,469 65,416 Provision for loan losses 3,740 4,907 Net gain/(loss) from securities transactions (809) (4,342) Noninterest income 12,480 10,903 Noninterest expense 33,902 31,369 Net income 23,929 21,065 Per common share (1) Net income 1.13 1.00 Cash dividends 0.83 0.72 Book value at period end 8.61 7.74 Market price at period end 27.25 20.65 Performance ratios Return on average assets 1.40% 1.27 Return on average equity (2) 20.19 18.86 Efficiency (3) 40.35 39.55 Net interest spread (TE) 3.60 3.66 Net interest margin (TE) 4.04 4.08 Dividend payout ratio 70.31 69.30 9 CONSOLIDATED BALANCE SHEETS Page 3 (dollars in thousands) 09/30/97 12/31/96 09/30/96 ASSETS Loans, net $1,226,138 1,190,321 1,173,922 Securities available for sale 665,285 618,670 547,787 Federal funds sold 316,000 310,000 388,000 ----------------------------------------------------------------------------- Total earning assets 2,207,423 2,118,991 2,109,709 Cash and due from banks 40,807 45,779 42,385 Bank premises and equipment 22,564 23,098 23,621 Other assets 73,705 73,912 71,219 ----------------------------------------------------------------------------- Total assets $2,344,499 2,261,780 2,246,934 LIABILITIES Deposits: Demand $128,710 123,553 128,338 Interest-bearing checking 230,722 236,264 228,919 Savings 654,586 661,915 669,863 Money Market 58,016 61,131 61,724 Certificates of deposit > $100 thou 107,857 89,793 84,388 Other time deposits 819,357 780,490 758,497 ----------------------------------------------------------------------------- Total deposits 1,999,248 1,953,146 1,931,729 Short-term borrowings 129,198 111,662 124,961 Other liabilities 40,691 34,572 32,592 ----------------------------------------------------------------------------- Total liabilities 2,169,137 2,099,380 2,089,282 SHAREHOLDERS' EQUITY 175,362 162,400 157,652 ----------------------------------------------------------------------------- Total liabilities and shareholders' equity $2,344,499 2,261,780 2,246,934 Number of common shares outstanding, in thousands 20,370 20,388 20,380 10 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data Three Months Ended 09/30/97 06/30/97 09/30/96 Interest income Loans $27,541 27,088 26,642 Investments 11,745 11,520 9,050 Federal funds sold 4,360 4,255 5,898 ---------------------------------------------------------------------------- Total interest income 43,646 42,863 41,590 Interest expense Deposits 20,605 20,004 19,379 Borrowings 1,429 1,373 1,406 ----------------------------------------------------------------------------- Total interest expense 22,034 21,377 20,785 ----------------------------------------------------------------------------- Net interest income 21,612 21,486 20,805 Provision for loan losses 1,345 1,185 943 ----------------------------------------------------------------------------- Net interest income after provision for loan losses 20,267 20,301 19,862 Net loss from securities transactions (19) (295) (1,291) Noninterest income 4,345 4,104 3,700 Noninterest expense 11,111 11,587 10,248 ----------------------------------------------------------------------------- Income before income taxes 13,482 12,523 12,023 Income tax expense 4,999 4,670 4,556 ----------------------------------------------------------------------------- Net income $8,483 7,853 7,467 Net income per share $0.40 0.37 0.36 Avg equivalent shares outstanding, in thousands 21,370 21,120 21,025 11 CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Nine Months Ended 09/30/97 09/30/96 Interest income Loans $81,441 80,315 Investments 34,026 31,694 Federal funds sold 12,937 12,911 ----------------------------------------------------- Total interest income 128,404 124,920 Interest expense Deposits 60,180 58,216 Borrowings 4,119 3,236 ----------------------------------------------------- Total interest expense 64,299 61,452 ----------------------------------------------------- Net interest income 64,105 63,468 Provision for loan losses 3,740 4,907 ----------------------------------------------------- Net interest income after provision for loan losses 60,365 58,561 Net loss from securities transactions (809) (4,342) Noninterest income 12,480 10,903 Noninterest expense 33,902 31,369 ----------------------------------------------------- Income before income taxes 38,134 33,753 Income tax expense 14,205 12,688 ----------------------------------------------------- Net income $23,929 21,065 Net income per share $1.13 1.00 Avg equivalent shares outstanding, in thousands 21,250 20,968 12 CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 09/30/97 06/30/97 09/30/96 Total assets $2,323,543 2,282,009 2,245,249 Shareholders' equity 169,841 162,838 153,273 Total loans 1,266,379 1,245,189 1,222,591 Interest earning assets 2,227,967 2,184,025 2,162,913 Interest-bearing liabilities 1,991,880 1,966,357 1,944,910 Nine Months Ended 09/30/97 09/30/96 Total assets $2,289,099 2,214,289 Shareholders' equity 164,969 154,355 Total loans 1,250,880 1,225,715 Interest earning assets 2,191,401 2,134,147 Interest-bearing liabilities 1,970,246 1,920,738 13