UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission File Number 0-10592
June 30, 1994
TrustCo Bank Corp NY
(Exact name of registrant as specified in its charter)
New York 14-1630287
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
320 State Street, Schenectady, New York 12305
(Address of principal executive offices)
Registrant's telephone number, including area code: (518) 377-3311
----------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each class which registered
------------------- -----------------
None None
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Common
----------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes__X__ No____
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Number of Shares Outstanding
Class of Common Stock as of July 29, 1994
--------------------- -----------------------------
$1 Par Value 13,280,990
TRUSTCO BANK CORP NY
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Interim Financial Statements (Unaudited):
Consolidated Statements of Income for the Three
Months and Six Months Ended June 30, 1994 and 1993
Consolidated Statements of Financial Condition as
of June 30, 1994 and December 31, 1993
Consolidated Statements of Cash Flow for the
Six Months Ended June 30, 1994 and 1993
Notes to Consolidated Interim Financial Statements
Independent Auditors' Report
Item 2. Management's Discussion and Analysis
Part II. OTHER INFORMATION
Item 1. Legal Proceedings - NONE
Item 2. Changes in Securities - NONE
Item 3. Defaults Upon Senior Securities - NONE
Item 4. Submission of Matters to Vote of Security Holders - Annual Meeting
Item 5. Other Information - NONE
Item 6. (a) Exhibits - NONE
(b) Reports on Form 8-K - NONE
<TABLE>
TRUSTCO BANK CORP NY
Consolidated Statements of Income (Unaudited)
<CAPTION>
(Dollars in Thousands)
3 Months Ended 6 Months Ended
June 30 June 30
1994 1993 1994 1993
------ ------- ------- -------
<S> <C> <C> <C> <C>
Interest Income:
Interest and Fees on Loans.........................$ 22,900 21,846 44,776 44,037
Interest on U. S. Government (incl.
Agencies and Corporations)......................... 6,798 7,355 13,306 14,948
Interest on States and Political
Subdivisions....................................... 244 424 468 875
Interest on Mortgage-backed Securities.............. 2,335 2,146 4,457 4,361
Interest on Other Bonds, Notes and
Debentures......................................... 820 754 1,527 1,526
Interest on Federal Funds Sold...................... 1,629 1,205 2,876 2,193
------- ------- ------- -------
Total Interest Income............................ 34,726 33,730 67,410 67,940
------- ------- ------- -------
Interest Expense:
Interest on Deposits:
Regular Savings and NOW Accounts................... 6,408 6,910 12,682 14,440
Money Market Deposit Accounts...................... 624 749 1,268 1,554
Certificates of Deposit of $100,000 or more......... 610 549 1,152 1,003
Other Time......................................... 7,251 7,047 14,313 14,118
Interest on Short-Term Borrowings................... 128 97 231 182
Interest on Long-Term Debt.......................... 48 117 89 235
------- ------- ------- -------
Total Interest Expense............................ 15,069 15,469 29,735 31,532
------- ------- ------- -------
Net Interest Income............................... 19,657 18,261 37,675 36,408
Provision for Loan Losses............................ 1,886 2,600 3,713 3,600
------- ------- ------- -------
Net Interest Income after Provision
for Loan Losses.................................. 17,771 15,661 33,962 32,808
------- ------- ------- -------
Noninterest Income:
Trust Department Income............................. 1,270 1,105 2,439 2,132
Fees for Other Services to Customers................ 1,673 1,345 3,712 2,650
Unrealized Gain (Loss) on Trading Securities......... --- (8) --- 25
Net Gain (Loss) on Securities Available for Sale..... (3,295) (16) (3,872) 2,100
Other............................................... (50) 517 633 1,017
------- ------- ------- -------
Total Noninterest Income............................ (402) 2,943 2,912 7,924
------- ------- ------- -------
Noninterest Expenses:
Salaries and Employee Benefits...................... 4,438 4,138 9,098 8,416
Net Occupancy Expense............................... 572 851 1,663 1,791
Equipment Expense................................... 809 904 1,626 1,819
FDIC Insurance Expense.............................. 1,007 998 2,014 1,986
Professional Services............................... 686 722 1,244 1,292
Other Real Estate Expenses.......................... 382 189 654 767
Other............................................... 914 3,065 3,918 4,080
------- ------- ------- -------
Total Noninterest Expenses.......................... 8,808 10,867 20,217 20,151
------- ------- ------- -------
Income Before Income Taxes and Cumulative Effect
of a Change in Accounting Principle.............. 8,561 7,737 16,657 20,581
Applicable Income Taxes.............................. 3,085 2,833 5,885 7,642
------- ------- ------- -------
Income Before Cumulative Effect of a Change in
Accounting Principle............................. 5,476 4,904 10,772 12,939
Cumulative effect at January 1, 1993 of a Change in
Accounting Principle................................. --- --- --- (3,284)
------- ------- ------- -------
Net Income......................................$ 5,476 4,904 10,772 9,655
======= ======= ======= =======
See accompanying notes to consolidated interim financial statements. (Continued)
</TABLE>
<TABLE>
TRUSTCO BANK CORP NY
Consolidated Statements of Income (Unaudited) Continued
(Dollars in Thousands)
<CAPTION>
3 Months Ended 6 Months Ended
June 30 June 30
1994 1993 1994 1993
------- ------- ------- -------
<S> <C> <C> <C> <C>
Earnings Per Common Share:
Income Before Cumulative Effect of a Change in
Accounting Principle...........................$ 0.41 0.37 * 0.80 0.96 *
Cumulative effect at January 1, 1993 of a Change in
Accounting Principle............................. --- --- * --- (0.24) *
------- ------- ------- -------
Net Income......................................$ 0.41 0.37 * 0.80 0.72 *
======= ======= ======= =======
Average Equivalent Shares Outstanding (000s omitted). 13,492 13,454 13,523 13,436
======= ======= ======= =======
Earnings Per Common Share Giving Retroactive Effect
to a 10% Stock Dividend Declared July 1994:
Income Before Cumulative Effect of a Change in
Accounting Principle...........................$ 0.37 0.33 * 0.72 0.88 *
Cumulative effect at January 1, 1993 of a Change
in Accounting Principle.......................... --- --- * --- (0.22) *
------- ------- ------- -------
Net Income......................................$ 0.37 0.33 * 0.72 0.66 *
======= ======= ======= =======
Average Equivalent Shares Outstanding (000s omitted). 14,841 14,800 14,876 14,780
======= ======= ======= =======
*Per share data for 1993 adjusted for 2 for 1 stock split paid November 1993.
See accompanying notes to consolidated interim financial statements.
</TABLE>
<TABLE>
TRUSTCO BANK CORP NY
Consolidated Statements of Financial Condition
(Dollars in Thousands)
<CAPTION>
6/30/94 12/31/93
(Unaudited)
Assets: --------- ---------
<S> <C> <C>
Cash and Due from Banks................................$ 56,549 50,977
Trading Securities...................................... --- 2,106
Securities Available for Sale:
U. S. Government (incl. Agencies and Corporations)..... 339,084 230,563
Other Bonds, Notes and Debentures...................... 32,253 10,153
--------- ---------
Total Securities Available for Sale................... 371,337 240,716
--------- ---------
Investment Securities:
U. S. Government (incl. Agencies and Corporations)..... 135,544 228,157
Mortgage-backed Securities............................. 154,196 138,376
States and Political Subdivisions...................... 26,773 23,017
Other Bonds, Notes and Debentures...................... 15,011 27,256
--------- ---------
Total Investment Securities........................... 331,524 416,806
--------- ---------
Federal Funds Sold...................................... 86,000 149,000
Loans:
Commercial............................................. 226,738 229,971
Mortgages, closed-end.................................. 655,712 599,805
Revolving Home Equity Credit Line...................... 202,298 202,018
Installment............................................ 27,011 31,212
--------- ---------
Total Loans........................................... 1,111,759 1,063,006
Less: --------- ---------
Allowance for Loan Losses.............................. 36,166 34,087
Unearned Income........................................ 2,064 2,358
--------- ---------
Net Loans.............................................. 1,073,529 1,026,561
Bank Premises and Equipment............................. 24,393 24,893
Other Assets............................................ 63,218 60,239
--------- ---------
Total Assets........................................$ 2,006,550 1,971,298
========= =========
Liabilities:
Deposits:
Demand................................................$ 94,308 96,034
Regular Savings and NOW Accounts....................... 986,752 970,407
Money Market Deposit Accounts.......................... 105,786 110,630
Certificates of Deposit (In Denominations of
$100,000 or More)..................................... 51,023 42,358
Other Time............................................. 584,441 574,803
--------- ---------
Total Deposits........................................ 1,822,310 1,794,232
Short-Term Borrowings................................... 19,370 18,323
Accrued Expenses and Other Liabilities.................. 28,649 26,113
Long-Term Debt.......................................... 2,750 2,750
--------- ---------
Total Liabilities..................................... 1,873,079 1,841,418
--------- ---------
Shareholders' Equity
Capital Stock Par Value $1; 25,000,000 Shares Authorized
13,640,155 and 13,588,044 Shares Issued June 30, 1994
and December 31, 1993, respectively................... 13,640 13,588
Surplus................................................. 92,631 91,955
Undivided Profits....................................... 29,465 25,331
Net Unrealized Loss on Securities Available for Sale....
Treasury Stock at Cost - 364,566 Shares at (1,271) ---
June 30, 1994 and December 31, 1993 ................. (994) (994)
--------- ---------
Total Shareholders' Equity............................ 133,471 129,880
--------- ---------
Total Liabilities and Shareholders' Equity...........$ 2,006,550 1,971,298
========= =========
See accompanying notes to consolidated interim financial statements.
</TABLE>
<TABLE>
TRUSTCO BANK CORP NY
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
<CAPTION>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
SIX MONTHS ENDED June 30, 1994 1993
-------- -------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income before Change in Accounting Principle........$ 10,772 12,939
Change in Accounting Principle........................... --- (3,284)
-------- -------
Net Income............................................... 10,772 9,655
-------- -------
Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:
Depreciation and Amortization.......................... 1,140 1,165
Provision for Loan Losses.............................. 3,713 3,600
Loss on Sale of Securities Available for Sale.......... 9,443 30
Gain on Sale of Securities Available for Sale.......... (5,565) (2,122)
Gain on Calls and Sales of Investment
and Trading Securities................................ (6) (33)
Purchase of Trading Securities......................... --- (1,900)
Increase in Taxes Receivable........................... (4,189) (2,981)
(Increase)Decrease in Interest Receivable............... (465) 1,517
Increase in Interest Payable........................... 38 42
Increase in Other Assets............................... (1,815) (10,126)
Increase in Accrued Expenses........................... 2,484 4,313
-------- -------
Total Adjustments 4,778 (6,495)
-------- -------
Net Cash Provided by Operating Activities................ 15,550 3,160
-------- -------
Cash Flows from Investing Activities:
Proceeds from Sales of Securities Available for Sale... 554,412 39,388
Purchase of Securities Available for Sale.............. (550,325) (34,753)
Proceeds from Maturities of Investment Securities ..... 25,078 99,655
Proceeds from Maturities of Securities Avail for Sale.. 32,558 ---
Purchase of Investment Securities...................... (111,008) (88,824)
Net Increase in Loans.................................. (52,087) (2,255)
Proceeds from sales of Real Estate Owned............... 5,805 2,343
Capital Expenditures................................... (640) (1,452)
-------- -------
Net Cash Provided by/(Used in) Investing Activities.. (96,207) 14,102
-------- -------
Cash Flows from Financing Activities:
Net Increase(Decrease) in Deposits..................... 28,078 (1,686)
Net Increase(Decrease) in Short-Term Debt.............. 1,047 (7,217)
Proceeds from Issuance of Common Stock................. 728 389
Proceeds from Sale of Treasury Stock................... --- 218
Dividends Paid......................................... (6,624) (5,270)
-------- -------
Net Cash Provided by/(Used In) Financing Activities.. 23,229 (13,566)
-------- -------
Net Increase/(Decrease) in Cash and Cash Equivalents..... (57,428) 3,696
Cash and Cash Equivalents at Beginning of Period......... 199,977 191,025
-------- -------
Cash and Cash Equivalents at End of Period..............$ 142,549 194,721
======== =======
See accompanying notes to consolidated interim financial statements. (Continued)
</TABLE>
<TABLE>
TRUSTCO BANK CORP NY
Consolidated Statements of Cash Flows (Unaudited) Continued
(Dollars in Thousands)
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<S> <C> <C>
Interest Paid.........................................$ (29,697) (31,490)
Income Taxes Paid...................................... (10,074) (5,209)
Transfer of Loans to Real Estate Owned................. 1,406 9,663
Increase in Dividends Payable.......................... 14 10
Transfer of Trading Securities to Securities
Available for Sale.................................... (2,106) ---
Unrealized loss on Securities Available for Sale-Gross. 2,180 ---
Deferred tax Benefit on Unrealized Loss on Securities
Available for Sale.................................... (909) ---
Transfer of Investment Securities to Securities
Available for Sale at January 1, 1994................. 398,454 ---
Transfer of Securities Available for sale to
Investment Securities................................. 213,199 ---
Unrealized gain on Securities Transferred to
Securities Available for Sale on January 1, 1994...... 14,037 ---
COMPOSITION OF CASH AND CASH EQUIVALENTS:
June 30, 1994 1993
-------- -------
Cash and Due from Banks.................................$ 56,549 52,721
Federal Funds Sold....................................... 86,000 142,000
-------- -------
Total Cash and Cash Equivalents.................$ 142,549 194,721
======== =======
See accompanying notes to consolidated interim financial statements.
</TABLE>
TrustCo Bank Corp NY
Notes to Consolidated Interim Financial Statements
(Unaudited)
1. Financial Statement Presentation
In the opinion of the management of TrustCo Bank Corp NY, the
accompanying unaudited Consolidated Interim Financial Statements
contain all adjustments necessary to present fairly the financial
position as of June 30, 1994, the results of operations and the cash
flows for the six months ended June 30, 1994 and 1993. The
accompanying Consolidated Interim Financial Statements should be read
in conjunction with TrustCo Bank Corp NY's Consolidated year end
Financial Statements, including notes thereto, which are included in
TrustCo Bank Corp NY's 1993 Annual Report to shareholders on Form 10-
K.
2. Securities Available for Sale and Investment Securities
On January 1, 1994 the Company adopted Statement of Financial
Accounting Standards No. 115 (SFAS No. 115) "Accounting for Certain
Investments in Debt and Equity Securities." Management determines
the appropriate classification of securities at the time of purchase.
If management has the positive intent and ability to hold debt
securities to maturity, they are classified as investment securities
held to maturity and are stated at amortized cost. If securities are
purchased for the purpose of selling them in the near term, they are
classified as a trading securities and are reported at fair value with
unrealized holding gains and losses reflected in current earnings.
All other debt and equity securities are classified as securities
available for sale and are reported at fair value, with net unrealized
gains or losses reported, net of income taxes, as a separate component
of shareholders' equity. Gains and losses on disposition of all
investment securities are based on the adjusted cost of the specific
security sold.
Upon the adoption of SFAS No. 115, the Company transferred the
following securities into the "available for sale" category from the
"held to maturity" category:
<TABLE>
<CAPTION>
(in $ thousands)
<S> <C>
US Treasury & Agency $229,406
Mortgage Backed Securities 142,119
Other 26,929
$398,454
</TABLE>
At January 1, 1994, the net unrealized gain on securities available
for sale, net of the income tax effect, was $12,459,000. At June 30,
1994, the net unrealized loss on securities available for sale, net
of the income tax effect was $1,271,000, representing a $13,730,000
decrease from January 1, 1994.
Prior to the adoption of SFAS No. 115, securities available for sale
were carried at the lower of amortized cost or fair value.
The Company also transferred its $2,106,000 portfolio of equity
securities from trading assets to the available for sale category.
SECURITIES AVAILABLE FOR SALE
<TABLE>
<CAPTION>
(in $Thousands)
June 30, 1994
Gross Gross Approximate
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
<S> <C> <C> <C> <C>
U.S. Treasury & Agency $341,233 $ 949 $3,098 $339,084
Mortgage-Backed Securities --- --- --- ---
Other 32,284 174 205 32,253
Total $373,517 $1,123 $3,303 $371,337
</TABLE>
The maturity of securities available for sale at June 30, 1994:
<TABLE>
<CAPTION>
Within 1 Year 1 to 5 Years 5 TO 10 Years After 10 Years Total
_________ _________ _________ _________ _________ _________ _________ _________ _________ _________
Approximate Approximate Approximate Approximate Approximate
Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value Cost Value Cost Value
_________ _________ _________ _________ _________ _________ _________ _________ _________ _________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury $ 275 $ 280 $258,019 $256,597 $82,939 $82,207 --- --- $341,233 $339,084
& Agency
Mortgage-Backed --- --- --- --- --- --- --- --- --- ---
Securities
Other $10,000 $10,112 $ 5,025 $ 4,935 $ 5,573 $ 5,458 $11,686 $11,748 $ 32,284 $ 32,253
Total $10,275 $10,392 $263,044 $261,532 $88,512 $87,665 $11,686 $11,748 $373,517 $371,337
</TABLE>
INVESTMENT SECURITIES
<TABLE>
<CAPTION>
(in $Thousands)
June 30, 1994
Gross Gross Approximate
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
<S> <C> <C> <C> <C>
U.S. Treasury & Agency $135,544 $ 272 $2,597 $133,219
Mortgage-Backed Securities 154,196 1,047 5,179 150,064
States and Political Subdivisions 26,773 237 15 26,995
Other 15,011 --- 17 14,994
Total $331,524 $1,556 $7,808 $325,272
</TABLE>
The maturity of investment securities at June 30, 1994:
<TABLE>
<CAPTION>
Within 1 Year 1 to 5 Years 5 TO 10 Years After 10 Years Total
_________ _________ _________ _________ _________ _________ _________ _________ _________ _________
Approximate Approximate Approximate Approximate Approximate
Amortized Fair Amortized Fair Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value Cost Value Cost Value
_________ _________ _________ _________ _________ _________ _________ _________ _________ _________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury $34,837 $34,105 $39,951 $38,259 $20,000 $20,178 $40,756 $40,677 $135,544 $133,219
& Agency
Mortgage-Backed 11,756 12,051 103,479 99,046 38,570 38,539 391 428 154,196 150,064
Securities
States and 19,392 19,399 4,739 4,826 1,385 1,431 1,257 1,339
Political
Subdivisions
Other --- --- --- --- 15,011 14,994 --- --- 15,011 14,994
Total $65,985 $65,555 $148,169 $142,131 $ 74,966 $75,142 $42,404 $42,444 $331,524 $325,272
</TABLE>
During the six months ended June 30, 1994, there were no sales of investment
securities.
KPMG Peat Marwick
74 North Pearl Street
Albany, NY 12207
INDEPENDENT AUDITORS' REVIEW REPORT
The Board of Directors and Shareholders
TrustCo Bank Corp NY:
We have reviewed the consolidated statement of financial condition
of TrustCo Bank Corp NY and subsidiaries as of June 30, 1994, and
the related consolidated statements of income for the three-month
and-six month periods ended June 30, 1994 and 1993 and the consolidated
statements of cash flows for the six-month periods ended June 30,
1994 and 1993. These consolidated financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the consolidated financial statements
referred to above for them to be in conformity with generally
accepted accounting principles.
As discussed in Note 2 to the consolidated interim financial
statements, effective January 1, 1994, the Company adopted the
provisions of the Financial Accounting Standards Board's Statement
of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" which changed its method
of accounting for certain investments in debt and equity
securities.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated statement of financial condi-
tion of TrustCo Bank Corp NY and subsidiaries as of December 31,
1993, and the related consolidated statements of income, changes
in shareholders' equity, and cash flows for the year then ended
(not presented herein); and in our report dated January 26, 1994,
we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the
accompanying consolidated statement of financial condition as of
December 31, 1993, is fairly represented, in all material respects,
in relation to the consolidated statement of financial condition
from which it has been derived.
/s/KPMG Peat Marwick
- - - --------------------
KPMG Peat Marwick
Albany, New York
August 9, 1994
TrustCo Bank Corp NY
Management's Discussion and Analysis
June 30, 1994
The review that follows focuses on the factors affecting the
financial condition and results of operations of TrustCo Bank
Corp NY ("TrustCo" or "Company") during the three month and six
month periods ended June 30, 1994, with comparisons to 1993 as
applicable. Net interest income and net interest margin are
presented on a fully taxable equivalent basis in this discussion.
The consolidated interim financial statements and related notes,
as well as the 1993 Annual Report to shareholders, should be read
in conjunction with this review. Certain amounts in years prior
to 1994 have been reclassified to conform to the 1994
presentation.
Overview
TrustCo recorded net income for the second quarter of 1994 of
$5.5 million as compared to $4.9 million for the same time period
in 1993. This represents an increase of 12% for the 1994 results
over 1993. For the first six months of 1994 net income was $10.8
million compared to $9.7 million in 1993. Net income per share in
the 1994 second quarter was $0.41 compared to the $0.37 in the
1993 second quarter. For the six month period, net income per
share was $0.80 in 1994 and $0.72 in 1993.
The Company achieved a return on average assets of 1.09% for the
second quarter of 1994, up 8% over the results achieved in the
same period in 1993. Return on average equity (average equity
excludes the effect of the market value adjustments for the
securities available for sale) was 16.37% in the second quarter
of 1994 and 15.74% for the same time period in 1993. For the six
month periods 1994 and 1993 TrustCo's return on average assets
was 1.09% and 1.01%, respectively and it's return on average
equity was 16.35% and 15.86%, respectively.
Asset/Liability Management
The Company strives to generate superior earnings capabilities
through a mix of core deposits funding a prudent mix of earning
assets. This is, in it's most fundamental form, the essence of
asset/liability management. Additionally, TrustCo attempts to
maintain adequate liquidity and reduce, to an acceptable level,
the sensitivity of net interest income to changes in interest
rates while enhancing profitability both on a short term and long
term basis.
Earning Assets
Average earning assets of $1.9 billion during the second quarter
of 1994 was 4% higher than during the second quarter of 1993.
For the six month period 1994 average earning assets were $1.9
billion as compared to $1.8 billion in 1993. Included on the
table "Distribution of Assets, Liabilities and Shareholders'
Equity:Interest Rate and Interest Differential" is a detail
breakdown of TrustCo's average earning assets and interest
bearing liabilities for the three month and six month periods
ended June 30, 1994 and 1993. The remainder of this discussion
will utilize average balances for 1993 and 1994 as detailed in
the enclosed "Distribution of Assets, Liabilities and
Shareholders' Equity: Interest Rates and Interest Differential".
Loans: Total loans increased in the second quarter of 1994 to
$1.1 billion, an increase of 8% over the 1993 balance. Loan
demand during the quarter continued to be weak, causing
significant competition among various lenders for quality credit
generation. This, plus the general reduction in lending rates,
caused the average rate earned on the loan portfolio to decrease
from 8.62% to 8.37% in 1994. The quarterly trends were also
reflected in the six month figures which reflected a decrease in
the average yield from 8.69% in 1993 to 8.30% in 1994. Within
the loan category real estate loans were up 18% during the
quarter from $548.6 million in 1993 to $648.1 million in 1994.
TrustCo aggressively pursued this loan type and created a market
differentiation for it's product by offering these loans at
generally aggressive interest rates and with no escrow
requirements. For the year the real estate loan balances have
increased from $544.4 million in 1993 to $633.5 million in 1994.
Virtually all of this increase is in fixed rate mortgage loans
which the Company will hold in it's portfolio. The Company is a
retail oriented institution, and as such stresses the importance
of consumer oriented products such as the residential mortgage
loan, home equity loan and credit card portfolios. Each of these
areas is an important contributor to profitability at TrustCo and
is a focus of continued marketing and product development so as
to develop increases in the balances outstanding. The second
quarter results and year to date average balances reflect this
focus.
Securities Available for Sale: This portfolio increased from
$102.5 million in the second quarter of 1993 to $359.3 million in
1994. The average yield on this portfolio decreased from 7.04%
to 6.42% during the same time period which reflects the general
trend in interest rates. For the six month period the portfolio
was $495.9 million in 1994 and $106.5 million in 1993. The
Company adopted SFAS No. 115 as of January 1, 1994 and
transferred $398.5 million of securities into the available for
sale category. Since that time approximately $213.2 million of
securities were transferred to the held to maturity portfolio in
light of the yield and term of these securities and TrustCo's
desire to maintain yield stability through the uncertain rate
swings experienced in the second quarter of 1994. The securities
transferred were transferred to the held to maturity portfolio
at market value on the date the decision was made to make the
transfer. The market value of the securities transferred
approximated their amortized cost at the time the transfer was
made.
Investment Securities Held to Maturity Portfolio: The average
balance of securities in the held to maturity portfolio was $
284.2 million during the second quarter of 1994, a decrease of
48% from the 1993 second quarter balance. The average yield in
this portfolio was 6.58% in 1994 and 6.76% in 1993. As noted
above TrustCo transferred securities from the available for sales
portfolio to the held to maturity portfolio during the second
quarter which was in line with a strategy of establishing the
held to maturity portfolio as a longer term category which
provides interest rate stability. The principal components of
the held to maturity portfolio are U.S. Treasury and Agency
obligations and Government Agency Mortgage-backed securities. At
June 30, 1994 these securities represented 87% of the total held
to maturity portfolio.
Federal Funds Sold: The federal funds sold portfolio averaged
$167.4 million during the second quarter of 1994, up slightly
from 1993's balance of $160.0 million. For the six month period
ended June 30, 1994 the average balance was $161.5 million,
reflecting an increase of 9% over the 1993 balances. Rates
earned on these balances have increased from 3.02% for the second
quarter of 1993 to 3.90% for 1994's second quarter. Likewise on
a year to date basis, 1994's average rate was 3.59% up 60 basis
points over the 1993 rate of 2.99%. This portfolio is maintained
as a ready source of liquidity for alternative investment
opportunities and to fund potential deposit outflows. During
1994 the increase in the federal funds sold portfolio reflects
TrustCo's strategy to maintain a relatively high degree of
liquidity so as to be better positioned as interest rates rise.
Income from earning assets: Income from earning assets totalled
$35.1 million for the quarter reflecting an average yield of
7.35%, as compared to the $34.2 million earned in 1993 with a
yield of 7.48%. The total increase in income from earning
assets of $882 thousand is primarily the result of the average
balance of earning assets increasing from $1.8 billion in 1993 to
$1.9 billion in 1994. The decrease in the yield between the two
periods caused a $3.4 million reduction in income on earning
assets which was more than offset by $4.3 million increase in
income due to the change in balances. For the six month period
the trends were the same as in the quarter however the increase
in the average balances were not enough to offset the decrease in
the average yields thereby causing the income from earning assets
to decrease by $762 thousand to $68.2 million in 1994.
Funding Opportunities
TrustCo utilizes various funding sources to support it's earning
asset portfolios. The vast majority of the funding comes from
traditional deposit vehicles such as regular savings, NOW and
time deposits.
Total interest bearing deposits increased 2.9% during the second
quarter to $1.7 billion. Rates paid on the deposits continued to
decrease during the quarter to 3.46% from 3.64% in 1993. The six
month balances reflect the same trends as were evident during the
second quarter. Within the categories of deposits, CD's over
$100,000 posted a 20% increase during the quarter and other time
deposits increased $34.2 million. The principal factors causing
these increases were attractive rates on 30 month CD products
available during a declining interest rate period (2nd half of
1993).
TrustCo's strategy is to develop core deposit relationships with
customers versus purchasing deposits through secondary markets.
The Company has no brokered deposits and does not actively seek
relationships that are single transaction oriented. By focusing
on the core deposit business the Company believes the franchise
value of the retail branching network is enhanced.
Net Interest Income
Net interest income totalled $20.1 million in the second quarter
1994 up 7% over the $18.8 million earned in the comparable
period in 1993. As a result the net interest margin for the
quarter increased from 4.10% in 1993 to 4.19% in 1994. Of the
$1.3 million increase in the net interest income earned during
the quarter $2.0 million of the increase resulted from the
increase in average balances offset by $700 thousand reduction
due to interest rates.
For the six month period in 1994 the net interest income was
$38.5 million as compared to $37.4 million in 1993. The
reduction in interest rates during the period from a net interest
margin of 4.10% in 1993 to 4.03% in 1994 are reflective of the
fact that the interest rates decreased more rapidly than the
increase in the average balances of interest earning assets.
Nonperforming Assets
Nonperforming assets include nonperforming loans which are those
loans in a nonaccrual status, loans which have been restructured
as a trouble debt restructuring and loans past due 90 days or
more and still accruing interest. Also included in the total of
nonperforming assets are foreclosed and insubstance foreclosed
real estate properties.
Nonperforming loans: Total nonperforming loans decreased to $2.7
million as of June 30, 1994 from the $5.3 million balance as of
March 31, 1994 and from the $2.3 million balance at June 30,
1993. The most serious category of nonperforming loans are those
categorized as nonaccrual. At June 30, 1994 nonaccrual loans
were $200 thousand as compared to $2.3 million as of March 31,
1994. The significant decrease in nonaccrual loans was a result
of loan workouts and charge-offs during the current and prior
quarters.
Foreclosed and in substance foreclosed assets: The total balance
of other real estate increased during the quarter from $1.9
million as of March 31, 1994 to $3.6 million as of June 30, 1994.
The increase was a result of foreclosures having been completed
during the quarter on properties that had previously been
identified as insubstance foreclosures. Therefore, the
insubstance foreclosure balance has shown a decrease from $13.5
million at March 31, 1994 to $11.2 million at June 30, 1994. At
June 30, 1993 the balance of other real estate was $10.4 million
and the insubstance foreclosures were $25.8 million.
Allowance for loan losses: The balance of the allowance for loan
losses is maintained at a level that is, in management's
judgment, representative of the amount of risk inherent in the
loan portfolio, given past, present and expected conditions.
At June 30, 1994 the allowance for loan losses was $36.2 million
versus $34.1 million at year end 1993 and $27.7 million at June
30, 1993. This reserve provides coverage of the nonperforming
loans of 13.4X at June 30, 1994 and was 12.1X at June 30, 1993.
During the first six months of 1994 TrustCo charged $3.7 million
to the provision for loan losses and had net loan charge offs of
$1.6 million. For the same period in 1993 the provision was $3.6
million and net loan charge offs were $3.1 million.
In 1993 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 114 , Accounting by
Creditors for Impairment of a Loan (SFAS 114). This new
accounting standard will be effective for TrustCo's fiscal year
beginning January 1, 1995. This statement prescribes recognition
criteria for loan impairment and measurement methods for certain
impaired loans and insubstance foreclosure loans. TrustCo has
not yet determined the impact, if any, on its consolidated
financial statement which might result from the implementation of
SFAS 114. Upon adoption of SFAS 114 a significant portion of the
insubstance foreclosed loans will be reclassified into the loan
category.
Liquidity and Interest Rate Sensitivity
TrustCo seeks to obtain favorable sources of funding and to
maintain prudent levels of liquid assets in order to satisfy
varied liquidity demands. TrustCo's earnings performance and
strong capital position enable the Company to raise funds easily
in the marketplace and to secure new sources of funding. The
Company actively manages its liquidity position through target
ratios established under its liquidity policy. Continual
monitoring of these ratios, both historical and some prospective,
allows TrustCo to employ strategies necessary to maintain
adequate liquidity. Management has also defined various degrees
of adverse liquidity situations which could potentially occur and
has prepared appropriate contingency plans should such a
situation arise.
Noninterest Income
Total noninterest income for the second quarter was ($402
thousand) compared to $2.9 million in 1993. The 1994 figures
include $3.3 million in losses recognized from the sale of
securities available for sale. These losses were taken so as to
develop additional liquidity for reinvestment at enhanced
interest rates over those sold from the portfolio of securities
available for sale. For the six month period ended June 30, 1994
total noninterest income was $2.9 million as compared to $7.9
million in 1993. As with the quarterly the year to date balances
in 1994 were negatively impacted by securities losses of $3.9
million compared to gains recognized in 1993 of $2.1 million.
Noninterest Expenses
Total noninterest expense for the quarter was $8.8 million in
1994 and $10.9 million in 1993. For the six month periods 1994
and 1993, noninterest expense was $20.2 million. The primary
reason for the variance during the second quarter was due to
certain recurring expenses, (approximating $1.0 million) which
were recognized in the second quarter of 1993 but were recorded
in the first quarter of 1994. Therefore the second quarter
expenses are less in 1994 than 1993 however the year to date cost
are approximately the same.
Income Taxes and Changes in Accounting Principles
In the second quarter of 1994 TrustCo recognized income tax
expense of $3.1 million versus $2.8 million in 1993. This
represents an effective tax rate of 36% in 1994 and 37% in 1993.
On a year to date basis, through the second quarter of 1994 the
effective tax rate was 35%, and 37% through the second quarter of
1993. Recognized in the 1993 results is a change in accounting
principles relating to adoption of new accounting principles
dealing with post retirement benefits. In 1993's first quarter
TrustCo recognized a one time expense of $3.3 million (net of
tax) relating to the adoption of new accounting rules relative to
post retirement benefits.
Capital Resources
Consistent with its long-term goal of operating a sound and
profitable financial organization TrustCo strives to maintain
strong capital ratios. New issues of equity securities have not
been required since traditionally most of its capital
requirements are met through the capital retention program.
Total shareholders' equity at June 30, 1994 was $133.5 million,
up 3% over the year end balance of $129.9 million. TrustCo paid
dividends of $0.50 per share through the second quarter of 1994
and $0.40 in the same time period 1993. These dividends result
in a dividend payout ratio of 61.6% in 1994 and 54.7% in 1993.
The Company achieved the following ratios as of June 30, 1994 and
1993:
<TABLE>
<CAPTION>
June 30
1994 1993
<S> <C> <C>
Total equity to assets 6.65% 6.45%
Tier 1 risk adjusted capital 12.09% 11.65%
Total risk adjusted capital 13.36% 12.91%
</TABLE>
Each of these capital ratios exceeds the minimum standards
established by the regulatory authorities.
At the July meeting of the Board of Directors, the directors
approved an increase in the quarterly cash dividend by 10% to
$0.275 per share and also approved a 10% stock dividend to
shareholders of record on October 1, 1994. The Board also
indicated their intention to retain the higher cash dividend on
the new shares outstanding for the remainder of the year.
Figures included in this "Management's Discussion and Analysis"
have not been adjusted for the stock dividend.
TrustCo Bank Corp NY
Management's Discussion and Analysis
STATISTICAL DISCLOSURE
I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
The following table summarizes the component distribution of average balance
sheet, related interest income and expense and the average annualized yields on
interest-earning assets and annualized rates on interest-bearing libilities of
the Registrant and the Bank (adjusted for tax equivalency) for each of the
reported periods. Nonaccrual loans are included in loans for this analysis.
<TABLE>
<CAPTION>
Second Quarter Second Quarter
1994 1993
___________________________ ____________________________ ________________________________
Average Average Average Average Change in Variance Variance
($000 omitted) Balance Interest Rate Balance Interest Rate Interest Balance Rate
Income/ Change Change
Assets Expense
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Loans.....................$ 226,952 $ 4,926 8.69% $ 238,759 $ 5,127 8.60% (201) (530) 329
Real Estate Loans..................... 648,102 13,127 8.10% 548,616 12,051 8.79% 1,076 6,007 (4,931)
Home Equity Credit Line............... 201,141 4,124 8.22% 199,718 3,645 7.32% 479 26 453
Consumer Loans........................ 25,419 863 13.62% 34,135 1,163 13.66% (300) (297) (3)
--------- ------ --------- ------ ------ ------- -------
Loans, Net of Unearned Income.........1,101,614 23,040 8.37% 1,021,228 21,986 8.62% 1,054 5,206 (4,152)
Trading Assets........................ --- --- --- 1,900 20 4.12% (20) (20) ---
Securities Available for Sale
U.S. Treasury and Agency............. 326,931 5,206 6.37% 92,365 1,604 6.95% 3,602 4,522 (920)
Mortgage-backed Securities........... --- --- --- --- --- --- --- --- ---
Other Investments.................... 32,402 565 6.96% 10,161 199 7.85% 366 519 (153)
--------- ------ --------- ------ --------- --------- ---------
Total Securities Available for Sale 359,333 5,771 6.42% 102,526 1,803 7.04% 3,968 5,041 (1,073)
Investment Securities:
U.S. Treasury and Agency............. 95,704 1,693 7.07% 362,140 5,938 6.56% (4,245) (7,166) 2,921
Mortgage-backed Securities........... 148,040 2,335 6.31% 115,680 2,145 7.42% 190 1,795 (1,605)
State and Municipal.................. 25,397 357 5.61% 38,284 604 6.31% (247) (186) (61)
Other Investments.................... 15,010 294 7.83% 29,267 536 7.33% (242) (470) 228
--------- ------ --------- ------ ------ ------ ------
Total Investment Securities........ 284,151 4,679 6.58% 545,371 9,223 6.76% (4,544) (6,027) 1,483
Federal Funds Sold.................... 167,428 1,629 3.90% 160,028 1,205 3.02% 424 58 366
--------- ------ --------- ------ ------ ------ ------
Total Interest-earning Assets.......1,912,526 35,119 7.35% 1,831,053 34,237 7.48% 882 4,258 (3,376)
Allowance for Loan Losses............. (36,493) ------ (28,673) ------ ------ ------ ------
Cash and Noninterest-earning Assets... 130,319 146,587
--------- ---------
Total Assets.......................$2,006,352 $ 1,948,967
========= =========
Liabilities and Shareholders' Equity
Time Deposits:
Interest-bearing Checking
NOW Accounts .....................$ 247,101 893 1.45% $ 241,721 $ 1,007 1.67% (114) 138 (252)
Money Market Accounts.............. 104,890 624 2.39% 114,755 749 2.62% (125) (62) (63)
Savings.............................. 746,612 5,515 2.96% 734,614 5,903 3.22% (388) 578 (966)
CD's Over $100M...................... 47,225 610 5.18% 39,334 549 5.60% 61 284 (223)
Other Time Deposits.................. 582,979 7,251 4.99% 548,821 7,047 5.15% 204 1,315 (1,111)
--------- ------ --------- ------ ------ ------ ------
Total Time Deposits.................1,728,807 14,893 3.46% 1,679,245 15,255 3.64% (362) 2,253 (2,615)
Short-term Borrowing ................. 20,535 128 2.51% 16,507 97 2.36% 31 25 6
Long-term Debt........................ 2,750 48 6.99% 5,000 117 9.40% (69) (44) (25)
--------- ------ --------- ------ ------ ------ ------
Total Interest-bearing Liabilities..1,752,092 15,069 3.45% 1,700,752 15,469 3.65% (400) 2,234 (2,634)
Demand Deposits....................... 92,941 ------ 89,722 ------ ------ ------ ------
Other Liabilities..................... 26,966 33,543
Shareholders' Equity.................. 134,353 124,950
--------- ---------
Total Liab. & Shhldrs.' Equity.....$2,006,352 $ 1,948,967
========= =========
Net Interest Income................... 20,050 18,768 1,282 2,024 (742)
------ ------ ------ ------ ------
Net Interest Spread................... 3.90% 3.83%
Net Interest Margin (Net Interest
Income to Total Interest-earning
Assets)............................ 4.19% 4.10%
Tax Equivalent Adjustment 393 507
------ ------
Net Interest Income per book....... $ 19,657 $ 18,261
====== ======
</TABLE>
TrustCo Bank Corp NY
Management's Discussion and Analysis
STATISTICAL DISCLOSURE
I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
The following table summarizes the component distribution of average balance
sheet, related interest income and expense and the average annualized yields on
interest-earning assets and annualized rates on interest-bearing libilities of
the Registrant and the Bank (adjusted for tax equivalency) for each of the
reported periods. Nonaccrual loans are included in loans for this analysis.
<TABLE>
<CAPTION>
Six Months Six Months
1994 1993
___________________________ ___________________________ __________________________________
Average Average Average Average Change in Variance Variance
($000 omitted) Balance Interest Rate Balance Interest Rate Interest Balance Rate
Income/ Change Change
Assets Expense
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial Loans.....................$ 227,562 $ 9,720 8.56% 243,208 $ 10,520 8.67% (800) (660) (140)
Real Estate Loans..................... 633,467 25,747 8.13% 544,440 24,123 8.86% 1,624 6,377 (4,753)
Home Equity Credit Line............... 201,170 7,791 7.81% 198,558 7,166 7.28% 625 95 530
Consumer Loans........................ 26,268 1,800 13.82% 36,078 2,511 14.04% (711) (673) (38)
--------- ------ --------- ------ ------ ------- -------
Loans, Net of Unearned Income.........1,088,467 45,058 8.30% 1,022,284 44,320 8.69% 738 5,140 (4,402)
Trading Assets........................ --- --- --- 1,450 28 3.86% (28) (28) ---
Securities Available for Sale
U.S. Treasury and Agency............. 386,995 11,760 6.08% 96,324 3,397 7.05% 8,363 9,794 (1,431)
Mortgage-backed Securities........... 72,837 2,122 5.83% --- --- --- 2,122 2,122 ---
Other Investments.................... 36,111 1,252 6.89% 10,164 399 7.85% 853 999 (146)
--------- ------ --------- ------ --------- --------- ---------
Total Securities Available for Sale 495,943 15,134 6.10% 106,488 3,796 7.13% 11,338 12,915 (1,577)
Investment Securities:
U.S. Treasury and Agency............. 48,116 1,693 7.04% 362,299 11,934 6.59% (10,241) (12,513) 2,272
Mortgage-backed Securities........... 74,432 2,335 6.27% 111,366 4,361 7.83% (2,026) (1,266) (760)
State and Municipal.................. 24,151 685 5.67% 40,066 1,246 6.22% (561) (459) (102)
Other Investments.................... 12,207 435 7.13% 30,137 1,100 7.30% (665) (640) (25)
--------- ------ --------- ------ ------ ------ ------
Total Investment Securities........ 158,906 5,148 6.48% 543,868 18,641 6.85% (13,493) (14,878) 1,385
Federal Funds Sold.................... 161,539 2,876 3.59% 147,738 2,193 2.99% 683 218 465
--------- ------ --------- ------ ------ ------ ------
Total Interest-earning Assets.......1,904,855 68,216 7.18% 1,821,828 68,978 7.59% (762) 3,367 (4,129)
Allowance for Loan Losses............. (36,081) ------ (28,109) ------ ------ ------ ------
Cash and Noninterest-earning Assets... 127,687 142,869
--------- ---------
Total Assets.......................$1,996,461 1,936,588
========= =========
Liabilities and Shareholders' Equity
Time Deposits:
Interest-bearing Checking
NOW Accounts .....................$ 246,253 1,812 1.48% 240,247 $ 2,133 1.79% (321) 147 (468)
Money Market Accounts.............. 107,087 1,268 2.39% 116,401 1,554 2.69% (286) (119) (167)
Savings.............................. 740,887 10,870 2.96% 734,271 12,307 3.38% (1,437) 321 (1,758)
CD's Over $100M...................... 44,296 1,152 5.24% 35,845 1,003 5.65% 148 335 (187)
Other Time Deposits.................. 578,177 14,313 4.99% 544,209 14,118 5.23% 196 1,615 (1,419)
--------- ------ --------- ------ ------ ------ ------
Total Time Deposits.................1,716,700 29,415 3.46% 1,670,973 31,115 3.76% (1,700) 2,300 (4,000)
Short-term Borrowing ................. 19,578 231 2.38% 16,585 182 2.21% 49 34 15
Long-term Debt........................ 2,750 89 6.46% 5,000 235 9.40% (146) (86) (60)
--------- ------ --------- ------ ------ ------ ------
Total Interest-bearing Liabilities..1,739,028 29,735 3.45% 1,692,558 31,532 3.76% (1,797) 2,248 (4,045)
Demand Deposits....................... 93,142 ------ 88,350 ------ ------ ------ ------
Other Liabilities..................... 26,473 32,907
Shareholders' Equity.................. 137,818 122,773
--------- ---------
Total Liab. & Shhldrs.' Equity.....$1,996,461 1,936,588
========= =========
Net Interest Income................... 38,481 37,446 1,035 1,119 (84)
------ ------ ------ ------ ------
Net Interest Spread................... 3.73% 3.83%
Net Interest Margin (Net Interest
Income to Total Interest-earning
Assets)............................ 4.03% 4.10%
Tax Equivalent Adjustment 806 1,038
------ ------
Net Interest Income per book....... $ 37,675 $ 36,408
======= ======
</TABLE>
Item 4. Submission of Matters to Vote of Security Holders - Annual
Meeting
At the annual meeting held May 16, 1994, shareholders of the Company
were asked to consider the Company's nominees for directors and to
elect five (5) directors, each to serve for a term of three (3) years.
The Company's nominees for director were Barton A. Andreoli, Nancy A.
McNamara, John S. Morris, PhD, James H. Murphy, DDS, and William J.
Purdy. The results of shareholder voting are as follows:
<TABLE>
<CAPTION>
DIRECTOR FOR AGAINST ABSTAIN WITHHELD NON-VOTE
<S> <C> <C> <C> <C> <C>
Andreoli 12,133,316 155,601 N/A N/A N/A
McNamara 12,058,900 235,098 N/A N/A N/A
Morris 12,141,343 147,666 N/A N/A N/A
Murphy 12,135,527 153,616 N/A N/A N/A
Purdy 12,139,887 154,111 N/A N/A N/A
</TABLE>
Directors continuing in office are: Lionel O. Barthold, M. Norman
Brickman, Charles W. Carl, Jr., Robert A. McCormick, Richard J.
Murray, Kenneth C. Petersen, Daniel J. Rourke, William F. Terry, and
Philip J. Thompson.
Shareholders of the Company were also asked to consider a proposal to
ratify the appointment by TrustCo's Board of Directors of KPMG Peat
Marwick as the independent certified public accountants of TrustCo for
the fiscal year ending December 31, 1994. The results of shareholder
voting are as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN WITHHELD NON-VOTE
<S> <C> <C> <C> <C> <C>
PROPOSAL 12,202,412 38,931 58,453 N/A N/A
</TABLE>
Shareholders were asked to consider a proposal to adopt the TrustCo
Bank Corp NY Amended 1985 Stock Option Plan providing for additional
authorized shares of TrustCo common stock issuable under the Plan.
The results of shareholder voting are as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN WITHHELD NON-VOTE
<S> <C> <C> <C> <C> <C>
PROPOSAL 11,201,000 833,809 239,747 N/A N/A
</TABLE>
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 duly authorized.
TRUSTCO BANK CORP NY
(Registrant)
/s/ Robert A. McCormick
Date: Sept 22, 1994 _____________________________________
Robert A. McCormick, President
and Chief Executive Officer
/s/ Robert T. Cushing
Date: Sept 22, 1994 _____________________________________
Robert T. Cushing, Vice President
and Chief Financial Officer
