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): September 29, 1999
TROY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 000-25439 16-1559508
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
32 SECOND STREET, TROY, NEW YORK 12180
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(Address of principal executive offices)
Registrant's telephone number, including area code: (518) 270-3313
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On September 29, 1999, Troy Financial Corporation announced
matters with respect to a repurchase of securities. The press release describing
the transaction is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit
No. Description
-------- -------------
99.1 Press Release dated September 29, 1999.
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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 hereunto duly authorized.
TROY FINANCIAL CORPORATION
(Registrant)
/s/ Edward M. Maziejka
__________________________________________
Edward M. Maziejka, Jr.
Vice President and Chief Financial Officer
Date: September 30, 1999
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EXHIBIT INDEX
Exhibit
No. Description
-------- ------------
99.1 Press Release dated September 29, 1999.
Exhibit 99.1
TROY FINANCIAL CORPORATION ANNOUNCES PLANS TO REPURCHASE STOCK
TROY, N.Y.--(BUSINESS WIRE)--Sept. 29, 1999--Troy Financial Corporation (NASDAQ:
TRYF) , Troy, New York, announced today that it has received all required
regulatory approvals for the repurchase of up to 9% of its presently outstanding
shares of common stock, or 1,092,511 shares. The repurchase of up to 4% of
outstanding common stock, or 485,560 shares, will be made only if the
repurchased stock is used for reissuance under a Management Recognition Plan,
which is being submitted to company shareholders for approval at a special
meeting being held on October 1, 1999. Troy Financial Corporation has 12,139,021
shares of common stock outstanding, all of which were issued on March 31, 1999,
as part of the conversion of The Troy Savings Bank from mutual to the stock form
of organization.
The shares will be acquired from time-to-time in open market transactions. The
timing, volume and price of purchases will be at the discretion of management
and the Troy Financial Corporation board, and will also be contingent upon
overall financial and market conditions, however, regulatory approval requires
that the repurchases be completed prior to March 31, 2000. Any repurchases made
for use under the Management Recognition Plan are expected to be handled by the
trustee for the trust to be associated with the Management Recognition Plan
using funds supplied by Troy Financial Corporation.
"We believe that our stock is an excellent value at current price levels," said
Daniel J. Hogarty, Jr., Chairman of the Board, President and Chief Executive
Officer of the company. "We are committed to increasing the value of the stock
for Troy Financial Corporation shareholders and, in our opinion, this is one of
the best uses of the company's capital at the present time. The board views the
decision to implement a stock buy-back as part of a long term strategy. While
repurchasing stock at a price we find very attractive, we are also working to
leverage our capital through the expansion of our business franchise," remarked
Mr. Hogarty. "In addition, the Management Recognition Plan will allow the
company to provide a benefit to directors and senior officers which will further
align their interests with the interests of the rest of the company's
shareholders."
Troy Financial Corporation is a financial services holding company headquartered
in Troy, New York, and owns The Troy Savings Bank, which converted from a New
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York-chartered mutual savings bank to stock form on March 31, 1999. Founded in
1823, The Troy Savings Bank offers a complete range of financial services,
including banking, trust, municipal finance, insurance and investment services.
The bank operates from 14 branches in Albany, Rensselear, Saratoga, Schenectady,
Warren and Washington Counties in New York.
