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 19, 1999 (January 19, 1999) 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 19, 1999, TrustCo Bank Corp NY ("TrustCo") issued two press releases with year to date and fourth quarter results for the period ending December 31, 1998. 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 January 19, 1999, for the period ending December 31, 1998, regarding year to date and fourth quarter results. 99(b) Press Release of January 19 1999 for the period ending December 31, 1998, regarding year to date and fourth 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: January 19, 1999 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 Page - ------------------ ---------------------------- ---------- 99(a) Highlights Press Release 5 of January 19, 1999, for the period ending December 31, 1998, regarding year to date and fourth quarter results. 99(b) Press Release of January 7 19, 1999, for the period ending December 31, 1998, regarding year to date and fourth quarter results. TRUSTCO Exhibit 99(a) Bank Corp NY News Release - ---------------------------------------------------------------- 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 William F. Terry Senior Vice President and Secretary 518-381-3611 TrustCo Announces Full Year and Fourth Quarter 1998 Results Schenectady, New York - January 19, 1999 TrustCo Bank Corp NY (TrustCo, NASDAQ:TRST) announced record results for 1998. Net income for the full year 1998 was $35.0 million, an increase of $2.8 million or 9% over net income for 1997. Diluted earnings per share were $1.25 for 1998, an increase of 9%, compared to the $1.15 earned in 1997. Return on average assets and return on equity were 1.44% and 21.47% respectively for 1998 and 1.40% and 20.23% respectively for 1997. Net income for the fourth quarter of 1998 was $8.8 million, an increase of 6% from the $8.2 million reported in the fourth quarter 1997. Diluted earnings per share were $0.31 for the quarter, or 7% greater than the $0.29 per share reported in 1997's fourth quarter. Return on average assets and return on equity for the fourth quarter were 1.42% and 20.90% respectively, compared to 1.40% and 20.34% respectively for the fourth quarter of 1997. Highlights Robert A. McCormick, TrustCo's President and Chief Executive Officer, commented on the strong results for the quarter and 1998's exceptional performance. " We are very pleased with 1998's results. The year was highlighted by solid growth in the consumer side of our business, increases in fee income from our Trust Department operations, and diligent expense control. TrustCo is well positioned to take advantage of growth opportunities in the future and also to reach our goal of a 22% return on equity for 1999" Mr. McCormick said. "During a period of unparalleled turbulence in the financial markets," Mr. McCormick noted, "TrustCo's formula of providing traditional banking services to communities in the Upstate New York region has served our shareholders well". In 1998, TrustCo continued its branch expansion program with the opening of full-service bank branches in Cobleskill, at the Wal-Mart Plaza, and at Exit 10 of the Northway on Ushers Road. Commenting on the branch expansion program at TrustCo, Mr. McCormick noted, "We continue to focus on expanding our service delivery network through the establishment of additional branches in our marketing territory. While some banks are distracted by opportunities in other parts of the country, TrustCo is very focused on the Upstate New York region as the primary area for expansion. We are pleased with the reception we have received in all of the communities into which we have expanded during the last several years, and believe this success is a clear sign that the Upstate New York region has a strong desire for a traditional bank presence in their communities." Full Year 1998 Results Net income for 1998 was $35.0 million, an increase of 9% over the net income of $32.2 million in 1997. The increase in net income and the continued focus on capital management resulted in a return on equity of 21.47% for 1998 and 20.23% for 1997. TrustCo's efficiency ratio for the full year 1998 was 40.26% compared to 40.61% in 1997. Commenting on the efficiency ratio, Mr. McCormick noted, "Our efficiency ratio continues to reflect our focus on reducing operating costs at every level in the organization. The results for 1998 are world class." In addition, TrustCo has paid out approximately 76% of 1998's net income to shareholders in the form of cash dividends on it's common stock as compared to 72% in 1997. Mr. McCormick noted, "The primary focus used by TrustCo to measure our performance is return on equity, because that ratio is a clear indicator of how well we are able to invest and generate returns on the funds that our owners have given to us. For 1998 we achieved a 21.47% return on equity while at the same time providing our owners 76% of our net income in the form of cash dividends. Another measure of our success is the total return that our shareholders received on their TrustCo stock. Based upon information provided by Bloomberg Financial Markets, TrustCo stock achieved a 31.7% total return for 1998. I would consider that a very healthy return on investment under almost any circumstances." Fourth Quarter Results Net income of $8.8 million for the fourth quarter 1998 was 6% greater than the $8.2 million for the same period in 1997. Average assets during the quarter increased by $107.8 million or 5% from the comparable period in 1997. Return on equity was 20.90% for the quarter, an increase from the 20.34% in the fourth quarter of 1997. The efficiency ratio for the quarter was 41.92% in 1998 and 41.39% in 1997. TrustCo Bank Corp NY is a $2.5 billion bank holding company which services the financial needs of customers through its banking subsidiary, Trustco Bank, National Association. Trustco Bank operates 53 bank offices in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Schoharie, Warren, and Washington counties. In addition, Trustco Bank operates a full service Trust Department with $1.24 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. # # # TRUSTCO Exhibit 99(b) Bank Corp NY News Release - ---------------------------------------------------------------- 192 Erie Boulevard, Schenectady, New York, 12305 (518) 377-3311 Fax: (518) 381-3668 William F. Terry Senior Vice President and Secretary 518-381-3611 Schenectady, New York - January 19, 1999 FOR IMMEDIATE RELEASE: TrustCo Bank Corp NY (dollars in thousands, except per share data) 12/98 12/97 Three Months Ended December 31: Net Income $ 8,762 8,246 Average Equivalent Shares Outstanding: Basic 26,795,000 26,979,000 Diluted 28,014,000 28,026,000 Net Income per Share: Basic $ 0.33 0.31 Diluted 0.31 0.29 ==== ==== Twelve Months Ended December 31: Net Income $ 35,015 32,175 Average Equivalent Shares Outstanding: Basic 26,813,000 27,074,000 Diluted 27,954,000 27,924,000 Net Income per Share: Basic $ 1.31 1.19 Diluted 1.25 1.15 ==== ==== Period End: Total Assets 2,485,080 2,372,265 Total Nonperforming Loans 12,383 10,652 Total Nonperforming Assets 17,557 19,961 Allowance for Loan Losses 54,375 53,455 Allowance as a Percentage of Total Loans 4.11% 4.12% - - Per Share Data has been adjusted for the 15% stock split effective August 19, 1998. # # # TRUSTCO BANK CORP NY Page 1 SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 12/31/98 09/30/98 12/31/97 Summary of operations Net interest income (TE) $22,197 22,202 22,216 Provision for loan losses 1,230 450 1,674 Net securities transactions 727 135 643 Noninterest income 6,779 4,580 4,908 Noninterest expense 14,180 11,757 12,324 Net income 8,762 9,209 8,246 Per common share (1) Net income per share: - Basic 0.33 0.34 0.31 - Diluted 0.31 0.33 0.29 Cash dividends 0.275 0.239 0.239 Book value at period end 6.94 6.93 6.64 Market price at period end 30.00 23.32 23.70 At period end Full time equivalent employees 480 460 459 Full service banking offices 53 53 51 Performance ratios Return on average assets 1.42% 1.48 1.40 Return on average equity (2) 20.90 22.26 20.34 Efficiency (3) 41.92 41.00 41.39 Net interest spread (TE) 3.30 3.26 3.49 Net interest margin (TE) 3.79 3.75 3.98 Dividend payout ratio 84.24 69.49 78.26 Capital ratios at period end (4) Total equity to assets 6.78 6.70 6.92 Tier 1 risk adjusted capital 12.77 12.49 13.43 Total risk adjusted capital 14.06 13.77 14.72 Asset quality analysis at period end Nonperforming loans to total loans 0.94 0.79 0.82 Nonperforming assets to total assets 0.71 0.65 0.84 Allowance for loan losses to total loans 4.11 4.11 4.12 Coverage ratio (5) 4.4X 5.2X 5.0X (1) All share and per share information is adjusted for the 15% stock split declared August, 1998. (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 Twelve Months Ended 12/31/98 12/31/97 Summary of operations Net interest income (TE) $89,117 88,685 Provision for loan losses 4,610 5,414 Net securities transactions 998 (166) Noninterest income 21,124 17,388 Noninterest expense 48,765 46,226 Net income 35,015 32,175 Per common share (1) Net income per share: - Basic 1.31 1.19 - Diluted 1.25 1.15 Cash dividends 0.992 0.863 Book value at period end 6.94 6.64 Market price at period end 30.00 23.70 Performance ratios Return on average assets 1.44 1.40 Return on average equity (2) 21.47 20.23 Efficiency (3) 40.26 40.61 Net interest spread (TE) 3.33 3.57 Net interest margin (TE) 3.81 4.02 Dividend payout ratio 75.97 72.34 CONSOLIDATED BALANCE SHEETS Page 3 (dollars in thousands) 12/31/98 12/31/97 ASSETS Loans, net $1,268,328 1,244,821 Securities available for sale 717,410 601,899 Other short-term investments 24,979 0 Federal funds sold 358,000 395,000 ------------------------------- Total earning assets 2,368,717 2,241,720 Cash and due from banks 41,950 42,740 Bank premises and equipment 17,022 18,609 Other assets 57,391 69,196 ------------------------------- Total assets $2,485,080 2,372,265 =============================== LIABILITIES Deposits: Demand $154,358 130,345 Interest-bearing checking 266,027 240,699 Savings 660,376 650,601 Money Market 58,061 57,021 Certificates of deposit > $100 thou 139,310 112,599 Other time deposits 829,282 830,598 ------------------------------- Total deposits 2,107,414 2,021,863 Short-term borrowings 147,924 127,850 Other liabilities 43,900 43,727 ------------------------------- Total liabilities 2,299,238 2,193,440 SHAREHOLDERS' EQUITY 185,842 178,825 ------------------------------- Total liabilities and shareholders' equity $2,485,080 2,372,265 =============================== Number of common shares outstanding, in thousands 26,792 23,402 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data) Three Months Ended 12/31/98 09/30/98 12/31/97 Interest income Loans $27,222 27,726 27,905 Investments 10,758 10,009 10,872 Federal funds sold 4,679 6,439 4,824 ----------------------------------------------- Total interest income 42,659 44,174 43,601 Interest expense Deposits 19,907 20,947 20,766 Borrowings 1,422 1,858 1,455 ----------------------------------------------- Total interest expense 21,329 22,805 22,221 ----------------------------------------------- Net interest income 21,330 21,369 21,380 Provision for loan losses 1,230 450 1,674 ----------------------------------------------- Net interest income after provision for loan losses 20,100 20,919 19,706 Net securities transactions 727 135 643 Noninterest income 6,779 4,580 4,908 Noninterest expense 14,180 11,757 12,324 ----------------------------------------------- Income before income taxes 13,426 13,877 12,933 Income tax expense 4,664 4,668 4,687 ----------------------------------------------- Net income $8,762 9,209 8,246 =============================================== Net income per share: - Basic $0.33 0.34 0.31 - Diluted 0.31 0.33 0.29 Avg equivalent shares outstanding, in thousands: - Basic 26,795 26,774 26,979 - Diluted 28,014 27,913 28,026 =============================================== CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Twelve Months Ended 12/31/98 12/31/97 Interest income Loans $110,635 109,346 Investments 40,879 44,898 Federal funds sold 22,536 17,761 ------------------------------- Total interest income 174,050 172,005 Interest expense Deposits 81,596 80,946 Borrowings 6,751 5,574 ------------------------------- Total interest expense 88,347 86,520 ------------------------------- Net interest income 85,703 85,485 Provision for loan losses 4,610 5,414 ------------------------------- Net interest income after provision for loan losses 81,093 80,071 Net securities transactions 998 (166) Noninterest income 21,124 17,388 Noninterest expense 48,765 46,226 ------------------------------- Income before income taxes 54,450 51,067 Income tax expense 19,435 18,892 ------------------------------- Net income $35,015 32,175 =============================== Net income per share: - Basic $1.31 1.19 - Diluted 1.25 1.15 Avg equivalent shares outstanding, in thousands: - Basic 26,813 27,074 - Diluted 27,954 27,924 =============================== CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 12/31/98 09/30/98 12/31/97 Total assets $2,450,492 2,467,769 2,342,655 Shareholders' equity 186,084 182,659 174,110 Total loans 1,323,228 1,316,518 1,290,121 Interest earning assets 2,355,604 2,376,702 2,244,266 Interest-bearing liabilities 2,075,911 2,103,895 1,998,796 Twelve Months Ended 12/31/98 12/31/97 Total assets $2,433,238 2,302,598 Shareholders' equity 180,103 167,273 Total loans 1,311,967 1,260,771 Interest earning assets 2,338,838 2,204,725 Interest-bearing liabilities 2,073,276 1,977,442