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): January 20, 1998 (January 20, 1998) 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 January 20, 1998, TrustCo Bank Corp NY ("TrustCo") issued two press releases with year to date and fourth quarter results for the period ending December 31, 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 January 20, 1998, for the period ending December 31, 1997, regarding year to date and fourth quarter results. 99(b) Press Release of January 20, 1998, for the period ending December 31, 1997, regarding year to date and fourth 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: January 20, 1998 TrustCo Bank Corp NY (Registrant) By: 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 January 5 20, 1998, for the period ending December 31, 1997, regarding year to date and fourth quarter results. 99(b) Press Release of January 20, 1998, for 6 the period ending December 31, 1997, regarding year to date and fourth 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 -- January 20, 1998 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 12/97 12/96 Three Months Ended December 31: Net Income $ 8,246 7,634 Average Equivalent Shares Outstanding: - Basic 23,460,000 23,427,000 - Diluted 24,370,000 24,099,000 Net Income per Share: - Basic $ 0.35 0.33 - Diluted $ 0.34 0.32 Twelve Months Ended December 31: Net Income $ 32,175 28,699 Average Equivalent Shares Outstanding: - Basic 23,542,000 23,424,000 - Diluted 24,282,000 23,999,000 Net Income per Share: - Basic $ 1.37 1.23 - Diluted $ 1.33 1.20 Period End: Total Assets 2,372,265 2,261,780 Total Nonperforming Loans 10,652 14,035 Total Nonperforming Assets 19,961 20,553 Allowance for Loan Losses 53,455 51,561 Allowance as a Percentage of Total Loans 4.12% 4.15% Share and per share data is adjusted for the effect of the 15% stock split declared in August, 1997. # # # 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 FULL YEAR AND FOURTH QUARTER 1997 RESULTS Schenectady, New York -- January 20, 1998 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced record results for 1997. For the full year 1997, net income was $32.2 million, an increase of $3.5 million or 12.1% over net income for 1996. Diluted earnings per share were $1.33 for 1997, an increase of 10.8%, compared to the $1.20 earned in 1996. Return on assets and return on equity were 1.40% and 20.23% respectively for 1997, and 1.29% and 19.05% respectively for 1996. Net income for the fourth quarter 1997 was $8.2 million, an increase of 8.0% from the $7.6 million reported in the fourth quarter of 1996. Diluted earnings per share were $0.34 for the quarter or 6.3% greater than the $0.32 per share reported in last year's fourth quarter. Return on assets and return on equity for the quarter were 1.40% and 20.34%, respectively compared with 1.36% and 19.59% respectively for the fourth quarter of 1996. As a result of a recent accounting pronouncement change, TrustCo has disclosed diluted earnings per share in place of the previous earnings per share disclosure. Other than the name change, there are no substantive differences between the two types of disclosures. HIGHLIGHTS Robert A. McCormick, TrustCo's President and Chief Executive Officer, commented on the strong results for the quarter and 1997's exceptional performance. "I continue to be very pleased with the earnings and asset growth momentum at TrustCo. Our focus on providing core banking products to the communities we service through our cost-effective branch network is exactly what this market demands. TrustCo is well positioned to take advantage of growth opportunities in the future, and to reach our goal of a 21% return on equity for 1998," Mr. McCormick said. 6 "During the year," Mr. McCormick continued, "TrustCo took several actions to expand its market penetration and enhance its distribution network. We effectively marketed our loan products resulting in a 13% increase in residential mortgage loans at year end 1997. Furthermore, while other financial institutions are experiencing outflows of deposits from their core banking relationships, TrustCo had an increase of about $70 million in deposits during 1997. The increase in core banking relationships is a clear indication that customers want banking products that are accessible, easy to understand and reasonably priced." In 1997, TrustCo continued its branch expansion program with the opening of full-service bank branches in South Glens Falls, West Sand Lake and in Wynantskill. Commenting on the branch expansion program at TrustCo, Mr. McCormick noted, "While other banks move in the direction of electronic banking delivery systems, we at TrustCo continue to believe in the personal touch and the value to our company in expanding our branch network. We are delighted by the response we have received when entering new communities,and TrustCo is committed to continuing the branch expansion program in the future." Fourth Quarter Results Net income of $8.2 million during the fourth quarter 1997 was 8.0% greater than the $7.6 million for the same period in 1996. Average assets during the quarter increased by $103.5 million or 4.6% from the comparable period in 1996. Return on equity was 20.34% for the quarter, an increase from the 19.59% return on equity in the fourth quarter of 1996. The efficiency ratio for the quarter was 41.4% in 1997 and 39.4% in 1996. Commenting on the efficiency ratio, Mr. McCormick noted," We continue to have some of the strongest financial ratios of any bank in the country. Our efficiency ratio continues to reflect the focus that we have on reducing operating cost and our absolute commitment to keeping them in line with our growth." Full Year 1997 Results Net income for 1997 was $32.2 million, an increase of 12.1% over net income of $28.7 million in 1996. The increase in net income and the continued focus on capital management resulted in a return on equity of 20.23% for 1997 and 19.05% for 1996. TrustCo's efficiency ratio for the full year 1997 was 40.6% compared to 39.5% in 1996. TrustCo has paid out 72% of 1997's net income to shareholders in the form of cash dividends on its common stock as compared to 70% in 1996. Mr. McCormick noted "Our objective is to retain within TrustCo sufficient capital to meet our growth goals and to remain a well capitalized financial institution. I believe very strongly that capital generated in excess of our needs should, and will, be returned to our shareholders via dividends." 7 Asset Quality The allowance for loan losses, which represents a reserve established for potential problem loans, increased to $53.5 million at year end 1997, compared to $51.6 million at year end 1996. As a percentage of the outstanding loan portfolio, that represents a 4.12% reserve in 1997 and a 4.15% reserve in 1996. Total nonperforming loans at year end 1997 decreased to $10.7 million compared to $14.0 million at year end 1996. For 1997, the allowance for loan losses was 5.0 times the amount of TrustCo's nonperforming loans. Mr. McCormick noted, "Asset quality is the most important manageable issue that faces banks today. We utilize an anticipatory mind set in dealing with potential loan problems. I prefer to deal with problem loans quickly and resolve them." TrustCo Bank Corp NY is a $2.4 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 $1.07 billion of assets under management. 8 TRUSTCO BANK CORP NY Page 1 SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 12/31/97 09/30/97 12/31/96 Summary of operations Net interest income (TE) $22,216 22,451 21,591 Provision for loan losses 1,674 1,345 1,670 Net gain/(loss) from securities transactions 643 (19) (194) Noninterest income 4,908 4,345 3,946 Noninterest expense 12,324 11,111 10,646 Net income 8,246 8,483 7,634 Per common share (1) Net income per share: - Basic 0.35 0.36 0.33 - Diluted 0.34 0.35 0.32 Cash dividends 0.28 0.24 0.24 Book value at period end 7.64 7.49 6.93 Market price at period end 27.25 23.70 18.59 At period end Full time equivalent employees 459 459 448 Full service banking offices 51 51 48 Performance ratios Return on average assets 1.40% 1.45 1.36 Return on average equity (2) 20.34 21.05 19.59 Efficiency (3) 41.39 40.11 39.40 Net interest spread (TE) 3.49 3.58 3.60 Net interest margin (TE) 3.98 4.05 4.04 Dividend payout ratio 78.26 66.04 73.36 Capital ratios at period end (4) Total equity to assets 6.92 6.99 6.96 Tier 1 risk adjusted capital 13.43 13.52 12.99 Total risk adjusted capital 14.72 14.81 14.28 Asset quality analysis at period end Nonperforming loans to total loans 0.82 0.82 1.13 Nonperforming assets to total assets 0.84 0.88 0.91 Allowance for loan losses to total loans 4.12 4.12 4.15 Coverage ratio (5) 5.0X 5.0X 3.7 (1) All share and per share information is adjusted for 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. 9 FINANCIAL HIGHLIGHTS, Continued Page 2 Twelve Months Ended 12/31/97 12/31/96 Summary of operations Net interest income (TE) $88,685 87,007 Provision for loan losses 5,414 6,577 Net gain/(loss) from securities transactions (166) (4,536) Noninterest income 17,388 14,849 Noninterest expense 46,226 42,015 Net income 32,175 28,699 Per common share (1) Net income per share: - Basic 1.37 1.23 - Diluted 1.33 1.20 Cash dividends 0.99 0.86 Book value at period end 7.64 6.93 Market price at period end 27.25 18.59 Performance ratios Return on average assets 1.40% 1.29 Return on average equity (2) 20.23 19.05 Efficiency (3) 40.61 39.51 Net interest spread (TE) 3.57 3.65 Net interest margin (TE) 4.02 4.07 Dividend payout ratio 72.34 70.38 10 CONSOLIDATED BALANCE SHEETS Page 3 (dollars in thousands) 12/31/97 12/31/96 ASSETS Loans, net $1,244,821 1,190,321 Securities available for sale 601,899 618,670 Federal funds sold 395,000 310,000 ---------------------------------------- Total earning assets 2,241,720 2,118,991 Cash and due from banks 42,740 45,779 Bank premises and equipment 18,609 23,098 Other assets 69,196 73,912 ---------------------------------------- Total assets $2,372,265 2,261,780 LIABILITIES Deposits: Demand $ 130,345 123,553 Interest-bearing checking 240,699 236,264 Savings 650,601 661,915 Money Market 57,021 61,131 Certificates of deposit > $100 thou 112,599 89,793 Other time deposits 830,598 780,490 ---------------------------------------- Total deposits 2,021,863 1,953,146 Short-term borrowings 127,850 111,662 Other liabilities 43,727 34,572 ---------------------------------------- Total liabilities 2,193,440 2,099,380 SHAREHOLDERS' EQUITY 178,825 162,400 ---------------------------------------- Total liabilities and shareholders' equity $2,372,265 2,261,780 Number of common shares outstanding, in thousands 23,402 20,388 11 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data) Three Months Ended 12/31/97 09/30/97 12/31/96 Interest income Loans $27,905 27,541 26,796 Investments 10,872 11,745 10,208 Federal funds sold 4,824 4,360 4,723 --------------------------------------------------------------------------------- Total interest income 43,601 43,646 41,727 Interest expense Deposits 20,766 20,605 19,533 Borrowings 1,455 1,429 1,357 --------------------------------------------------------------------------------- Total interest expense 22,221 22,034 20,890 --------------------------------------------------------------------------------- Net interest income 21,380 21,612 20,837 Provision for loan losses 1,674 1,345 1,670 --------------------------------------------------------------------------------- Net interest income after provision for loan losses 19,706 20,267 19,167 Net gain/(loss) from securities transactions 643 (19) (194) Noninterest income 4,908 4,345 3,946 Noninterest expense 12,324 11,111 10,646 --------------------------------------------------------------------------------- Income before income taxes 12,933 13,482 12,273 Income tax expense 4,687 4,999 4,639 --------------------------------------------------------------------------------- Net income $8,246 8,483 7,634 Net income per share: - Basic $0.35 0.36 0.33 - Diluted 0.34 0.35 0.32 Avg equivalent shares outstanding, in thousands: - Basic 23,460 23,463 23,427 - Diluted 24,370 24,268 24,099 12 CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Twelve Months Ended 12/31/97 12/31/96 Interest income Loans $109,346 107,111 Investments 44,898 41,902 Federal funds sold 17,761 17,634 ------------------------------------------------ Total interest income 172,005 166,647 Interest expense Deposits 80,946 77,749 Borrowings 5,574 4,593 ------------------------------------------------ Total interest expense 86,520 82,342 ------------------------------------------------ Net interest income 85,485 84,305 Provision for loan losses 5,414 6,577 ------------------------------------------------ Net interest income after provision for loan losses 80,071 77,728 Net loss from securities transactions (166) (4,536) Noninterest income 17,388 14,849 Noninterest expense 46,226 42,015 ------------------------------------------------ Income before income taxes 51,067 46,026 Income tax expense 18,892 17,327 ------------------------------------------------ Net income $32,175 28,699 Net income per share: - Basic $1.37 1.23 - Diluted 1.33 1.20 Avg equivalent shares outstanding, in thousands: - Basic 23,542 23,424 - Diluted 24,282 23,999 13 CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 12/31/97 09/30/97 12/31/96 Total assets $2,342,655 2,323,543 2,239,138 Shareholders' equity 174,110 169,841 160,610 Total loans 1,290,121 1,266,379 1,232,449 Interest earning assets 2,244,266 2,227,967 2,144,806 Interest-bearing liabilities 1,998,796 1,991,880 1,926,527 Twelve Months Ended 12/31/97 12/31/96 Total assets $2,302,598 2,220,535 Shareholders' equity 167,273 155,927 Total loans 1,260,771 1,227,407 Interest earning assets 2,204,725 2,136,826 Interest-bearing liabilities 1,977,442 1,922,193 14