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): May 19, 1998 (May 19, 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 Letter to Shareholders dated May 19, 1998, discussing results of the Annual Meeting held May 18, 1998. Attached is a copy of the Letter to Shareholders, labeled as Exhibit 99(a). Also, on May 19, 1998, TrustCo Bank Corp NY ("TrustCo") issued a Press Release declaring a cash dividend of $0.275 per share, payable July 1, 1998. Attached is a copy of the Press Release labeled as Exhibit 99(b). Item 7. Exhibits Reg S-K Exhibit No. Description 99(a) Letter to Shareholders dated May 19, 1998, discussing results of Annual Meeting held on May 18, 1998. 99(b) Press Release of May 19, 1998, declaring a cash dividend of $0.275 payable on July 1, 1998 to shareholders of record June 12, 1998. -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: May 19, 1998 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) Letter to Shareholders dated May 19, 1998, 5 discussing results of Annual Meeting held on May 18, 1998. 99(b) Press release dated May 19, 1998, declaring a 6 quarterly cash dividend of $0.275 per share, payable July 1, 1998, to the shareholders of record at the close of business on June 12, 1998. -4- Exhibit 99(a) TRUSTCO Bank Corp NY ------------------------------------------------------------------------ 192 Erie Boulevard, Schenectady, New York, 12305 Robert A. McCormick (518) 377-3311 Fax: (518) 381-3668 President and Chief Executive Officer Subsidiary: Trustco Bank, National Association May 19, 1998 TO OUR SHAREHOLDERS: I would like to report to you the results of our Annual Meeting held May 18, 1998. The TrustCo shareholders were asked to vote on two proposals this year. Both proposals were approved by overwhelming majorities of the shares outstanding. The first proposal dealt with the election of four directors to serve for three-year terms. All four were elected and include: M. Norman Brickman, President, D. Brickman, Inc. Anthony J. Marinello, MD, PhD, Physician Robert A. McCormick, President & Chief Executive Officer, TrustCo Bank Corp NY Kenneth C. Petersen, President & Chief Operating Officer, Schenectady International, Inc. The second proposal ratified the adoption of KPMG Peat Marwick LLP as the independent certified public accountants for TrustCo for 1998. We thank all the shareholders who returned their proxies. Your support and confidence are greatly appreciated. I would also like to report that today the Board of Directors declared a regular quarterly dividend of $0.275 per share. The dividend is payable July 1, 1998 to shareholders of record at the close of business on June 12, 1998. Thank you for the confidence you have placed in TrustCo. Sincerely, /s/ Robert A. McCormick -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 DECLARES CASH DIVIDEND Schenectady, New York -- May 19, 1998 On May 19, 1998 the Board of Directors of the Company declared a quarterly dividend of $0.275 per share, payable July 1, 1998, to the shareholders of record at the close of business on June 12, 1998. TrustCo is a $2.4 billion bank holding company and through its subsidiary bank, Trustco Bank, National Association, operates 51 bank offices in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Warren, and Washington counties. In addition, the bank operates a full service Trust Department with $1.15 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. # # # # -6-