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 20, 1999 (July 20, 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 1 TrustCo Bank Corp NY Item 5. Other Events Two press releases were issued on July 20, 1999, discussing second quarter results for 1999. Attached are the press releases labeled as exhibit 99(a) and 99(b). Item 7 (c) Exhibits Reg S-K Exhibit No. Description 99(a) One page press release dated July 20, 1999, highlighting second quarter and six months 1999 results. 99(b) Press release dated July 20, 1999, highlighting second quarter and six months 1999 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: July 20, 1999 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) One page press release dated July 20, 1999, highlighting second quarter and six months 1999 results. 5 99(b) Press release dated July 20, 1999, highlighting second quarter and six 6 months 1999 results. 4 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 FOR IMMEDIATE RELEASE: Schenectady, New York -- July 20, 1999 TrustCo Bank Corp NY (dollars in thousands, except per share data) 6/99 6/98 Three Months Ended June 30: Net Income $ 9,492 8,666 Provision for Loan Losses 1,500 1,558 Average Equivalent Shares Outstanding: Basic 26,888,000 26,804,000 Diluted 27,964,000 27,920,000 Net Income per Share: Basic $ 0.35 0.32 Diluted 0.34 0.31 Six Months Ended June 30: Net Income $ 18,815 17,044 Provision for Loan Losses 3,013 2,930 Average Equivalent Shares Outstanding: Basic 26,881,000 26,843,000 Diluted 27,978,000 27,944,000 Net Income per Share: Basic $ 0.70 0.63 Diluted 0.67 0.61 Period End: Total Assets 2,409,016 2,434,195 Total Nonperforming Loans 11,468 10,986 Total Nonperforming Assets 13,986 18,476 Allowance for Loan Losses 55,656 54,667 Allowance as a Percentage of Total Loans 4.20% 4.17% Per share data has been adjusted for the 15% stock split effective August 1998. # # # 5 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 FOR IMMEDIATE RELEASE: TRUSTCO ANNOUNCES RECORD HIGH SECOND QUARTER AND YEAR TO DATE 1999 RESULTS Schenectady, New York - July 20, 1999 TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced that it achieved record quarterly results for the second quarter of 1999 and for the first six months of the year. The 1999 results reflect strong performance with respect to growth in taxable equivalent net interest income, net interest margin, recurring noninterest income and operating efficiencies. The performance for the first half of 1999 resulted in TrustCo attaining a return on average equity of 22.5% in 1999. Making the announcement was Robert A. McCormick, President and Chief Executive Officer. Net income for the second quarter of 1999 was $9.5 million, or $0.34 diluted earnings per share, compared to $8.7 million, or $0.31 diluted earnings per share for the second quarter of 1998. The second quarter results reflect an increase of 10% in both net income and diluted earnings per share, for 1999 compared to the comparable period in 1998. Year to date results reflect significant increases in both net income and diluted earnings per share between 1998 and 1999. For the six months ended June 30, 1999, net income was $18.8 million and diluted earnings per share were $0.67 compared to net income of $17.0 million and diluted earnings per share of $0.61 for the comparable six month period in 1998. The six-month results also reflect an increase of 10% in both net income and diluted earnings per share for 1999, compared to the six-month period in 1998. Commenting on the results for 1999 Mr. McCormick noted, "The current quarter and year to date 1999 results are tremendous. These record results are the product of executing 6 several initiatives at TrustCo to help increase net interest income, increase asset quality, and reduce operating expenses." For the quarter, the taxable equivalent net interest income increased from $22.2 million in 1998 to $24.0 million in 1999, an increase of 8%. Likewise the net interest margin increased from 3.79% in 1998 to 4.07% in 1999. The six-month results for taxable equivalent net interest income and net interest margin are $44.7 million and 3.85% in 1998 compared to $47.4 million and 4.01% in 1999. Mr. McCormick noted "The single greatest contributor to net income is net interest income. We have worked very hard at identifying opportunities to expand on net interest income and to increase our margins. I believe our record 1999 results reflect the successes that we have had to date." Expense controls are a cornerstone of the operating philosophy of TrustCo. For 1999, Trustco had an operating efficiency ratio of 38.3% for the quarter and 39.8% for the six-month results. This compares to the operating efficiency ratio for 1998's second quarter of 39.0% and the six-month results of 39.1%. "A consistent element of our strategy is to expand the value of the TrustCo franchise while at the same time maintaining our operating cost at levels that place us among the most efficient banking operations in the country. For the second quarter, we achieved an operating efficiency ratio of 38% which by any standard would place TrustCo as a world class leader in expense controls" noted Mr. McCormick. The single most important ratio for measuring the performance of TrustCo continues to be return on average equity. The second quarter return on average equity was 22.5% for 1999 compared to 21.6% for 1998. The six-month return on average equity was 22.5% for 1999 and 21.4% for 1998. The target return on equity for 1999 is 22% and Mr. McCormick noted "We are well on our way to achieving our 1999 return on equity goals. The second quarter results also help set the stage for the higher targets we will be developing for 2000." Asset quality indicators continued to be strong during the quarter with nonperforming assets as a percentage of total assets decreasing from 0.76% at June 30, 1998 to 0.58% at June 30, 1999. The allowance for loan losses increased to $55.7 million at June 30, 1999 and represents 4.20% of loans outstanding. Also during the second quarter, TrustCo paid common stock cash dividends of $0.275 per share in 1999 compared to $0.239 per share in 1998. For the six months of 1999, TrustCo has paid $0.55 per share in common stock cash dividends compared to $0.478 per share in 1998. The year to date cash dividends paid to common stock shareholders represents a dividend payout of 79% in 1999 compared to 75% in 1998. Mr. McCormick stated, "We retain within TrustCo sufficient capital to meet our needs for growth and to continue our current classification as a "well capitalized" institution for regulatory purposes. It has been our practice to return to our owners any capital that we cannot effectively utilize." 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. 7 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 $1.28 billion of assets under management. Except for historical information contained herein, the matters discussed in this news release and other information contained in TrustCo's Securities and Exchange Commission filings may express "forward looking statements". Those "forward looking statements" may involve risk and uncertainties, including statements concerning future events or performance and assumptions and other statements that are other than statements of historical facts. TrustCo wishes to caution readers not to place undue reliance on any forward looking statements, which speak only as of the date made. Readers are advised that various risk factors, including but not limited to: (1) credit risk, (2) interest rate risk, (3) competition, (4) certain vendors critical systems or services failing to comply with Year 2000 programming issues, (5) changes in the regulatory environment, and (6) changes in general business and economic trends, could cause the actual results or circumstances for future periods to differ materially from those anticipated or projected. TrustCo does not undertake, and specifically disclaims any obligation, to publicly release the results of any revisions that may be made to any forward looking statements to reflect the occurrence of unanticipated events or circumstances after the date of such statement. ### 8 TRUSTCO BANK CORP NY Page 1 SCHENECTADY, NY (dollars in thousands, except per share data) Three Months Ended 06/30/99 03/31/99 06/30/98 Summary of operations Net interest income (TE) $23,983 23,387 22,198 Provision for loan losses 1,500 1,513 1,558 Net securities transactions (657) (420) 104 Noninterest income 4,907 5,840 5,243 Noninterest expense 11,353 12,202 11,299 Net income 9,492 9,323 8,666 Per common share (1) Net income per share: - Basic 0.35 0.35 0.32 - Diluted 0.34 0.33 0.31 Cash dividends 0.275 0.275 0.239 Book value at period end 6.58 6.88 6.86 Market price at period end 26.88 25.00 22.83 At period end Full time equivalent employees 465 477 468 Full service banking offices 53 53 51 Performance ratios Return on average assets 1.56 % 1.55 1.43 Return on average equity (2) 22.48 22.45 21.61 Efficiency (3) 38.33 41.31 39.03 Net interest spread (TE) 3.60 3.49 3.30 Net interest margin (TE) 4.07 3.94 3.79 Dividend payout ratio 77.83 79.42 73.87 Capital ratios at period end (4) Total equity to assets 7.02 6.98 6.77 Tier 1 risk adjusted capital 13.08 13.14 12.77 Total risk adjusted capital 14.37 14.43 14.06 Asset quality analysis at period end Nonperforming loans to total loans 0.87 0.92 0.84 Nonperforming assets to total assets 0.58 0.62 0.76 Allowance for loan losses to total loans 4.20 4.16 4.17 Coverage ratio (5) 4.9 X 4.5 X 5.0 X (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. 9 FINANCIAL HIGHLIGHTS, Continued Page 2 Six Months Ended 06/30/99 06/30/98 Summary of operations Net interest income (TE) $47,370 44,718 Provision for loan losses 3,013 2,930 Net securities transactions (1,077) 136 Noninterest income 10,747 9,765 Noninterest expense 23,555 22,828 Net income 18,815 17,044 Per common share (1) Net income per share: - Basic 0.70 0.63 - Diluted 0.67 0.61 Cash dividends 0.550 0.478 Book value at period end 6.58 6.86 Market price at period end 26.88 22.83 Performance ratios Return on average assets 1.56 % 1.43 Return on average equity (2) 22.47 21.37 Efficiency (3) 39.79 39.07 Net interest spread (TE) 3.54 3.37 Net interest margin (TE) 4.01 3.85 Dividend payout ratio 78.62 75.22 10 CONSOLIDATED BALANCE SHEETS Page 3 (dollars in thousands) 06/30/99 12/31/98 06/30/98 ASSETS Loans, net $1,269,893 1,268,328 1,257,767 Securities available for sale 713,174 717,410 605,415 Other short-term investments 0 24,979 0 Federal funds sold 293,000 358,000 445,000 Total earning assets 2,276,067 2,368,717 2,308,182 Cash and due from banks 42,230 41,950 35,185 Bank premises and equipment 15,775 17,022 17,547 Other assets 74,944 57,391 73,281 Total assets $2,409,016 2,485,080 2,434,195 LIABILITIES Deposits: Demand $151,142 154,358 140,672 Interest-bearing checking 257,300 266,027 238,403 Savings 672,855 660,376 663,962 Money Market 60,613 58,061 57,356 Certificates of deposit > $100 thou 115,277 139,310 128,481 Other time deposits 787,544 829,282 843,160 Total deposits 2,044,731 2,107,414 2,072,034 Short-term borrowings 142,178 147,924 129,478 Other liabilities 45,579 43,900 49,054 Total liabilities 2,232,488 2,299,238 2,250,566 SHAREHOLDERS' EQUITY 176,528 185,842 183,629 Total liabilities and shareholders' equity $2,409,016 2,485,080 2,434,195 Number of common shares outstanding, in thousands 26,836 26,792 26,763 11 CONSOLIDATED STATEMENTS OF INCOME Page 4 (dollars in thousands, except per share data) Three Months Ended 06/30/99 03/31/99 06/30/98 Interest income Loans $26,466 26,560 27,805 Investments 10,950 10,890 9,713 Federal funds sold 4,182 4,216 6,296 Total interest income 41,598 41,666 43,814 Interest expense Deposits 17,132 17,791 20,554 Borrowings 1,481 1,448 1,904 Total interest expense 18,613 19,239 22,458 Net interest income 22,985 22,427 21,356 Provision for loan losses 1,500 1,513 1,558 Net interest income after provision for loan losses 21,485 20,914 19,798 Net securities transactions (657) (420) 104 Noninterest income 4,907 5,840 5,243 Noninterest expense 11,353 12,202 11,299 Income before income taxes 14,382 14,132 13,846 Income tax expense 4,890 4,809 5,180 Net income $9,492 9,323 8,666 Net income per share: - Basic $0.35 0.35 0.32 - Diluted 0.34 0.33 0.31 Avg equivalent shares outstanding, in thousands: - Basic 26,888 26,873 26,804 - Diluted 27,964 27,992 27,920 12 CONSOLIDATED STATEMENTS OF INCOME Page 5 (dollars in thousands, except per share data) Six Months Ended 06/30/99 06/30/98 Interest income Loans $53,026 55,687 Investments 21,840 20,112 Federal funds sold 8,398 11,418 Total interest income 83,264 87,217 Interest expense Deposits 34,923 40,742 Borrowings 2,929 3,471 Total interest expense 37,852 44,213 Net interest income 45,412 43,004 Provision for loan losses 3,013 2,930 Net interest income after provision for loan losses 42,399 40,074 Net securities transactions (1,077) 136 Noninterest income 10,747 9,765 Noninterest expense 23,555 22,828 Income before income taxes 28,514 27,147 Income tax expense 9,699 10,103 Net income $18,815 17,044 Net income per share: - Basic $0.70 0.63 - Diluted 0.67 0.61 Avg equivalent shares outstanding, in thousands: - Basic 26,881 26,843 - Diluted 27,978 27,944 13 CONSOLIDATED AVERAGE BALANCE SHEETS Page 6 (in thousands) Three Months Ended 06/30/99 03/31/99 06/30/98 Total assets $2,433,144 2,442,857 2,438,826 Shareholders' equity 184,460 186,563 175,602 Total loans 1,324,286 1,319,010 1,306,509 Interest earning assets 2,356,714 2,356,900 2,341,430 Interest-bearing liabilities 2,058,334 2,069,330 2,078,532 Six Months Ended 06/30/99 06/30/98 Total assets $2,437,974 2,408,909 Shareholders' equity 185,506 175,763 Total loans 1,321,662 1,303,929 Interest earning assets 2,356,806 2,311,069 Interest-bearing liabilities 2,063,802 2,056,373 14