TRUSTCO BANK CORP N Y
8-K, 1996-07-18
STATE COMMERCIAL BANKS
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                   ------------------------------------------

                       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 18, 1996
                                                  (July 16, 1996)

                              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




- ----------------------------------------------------------------------------




<PAGE>



TrustCo Bank Corp NY


Item 5.           Other Events

      On July 16,  1996,  TrustCo  Bank  Corp NY  ("TrustCo")  issued  two press
releases with year to date and second quarter results for the period ending June
30, 1996. 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
                                                 July  16,  1996,   for  the
                                                 period   ending   June  30,
                                                 1996,   regarding  year  to
                                                 date  and  second   quarter
                                                 results.

                  99(b)                          Press  Release  of July 16,
                                                 1996, for the period ending
                                                 June  30,  1996,  regarding
                                                 year  to  date  and  second
                                                 quarter results.










<PAGE>



                                       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 18, 1996

                                                  TrustCo Bank Corp NY
                                                  (Registrant)


                                                   By:/s/ Robert T. Cushing
                                                   Robert T. Cushing
                                                   Vice President and
                                                   Chief Financial Officer


<PAGE>



                                    Exhibits Index


The following exhibits are filed herewith:


Reg S-K Exhibit No.                          Description
- ------------------                       ------------------------------
         99(a)                             Highlights  Press Release of July
                                           16, 1996,  for the period  ending
                                           June 30, 1996,  regarding year to
                                           date and second quarter results.

         99(b)                             Press  Release of July 16,  1996,
                                           for the  period  ending  June 30,
                                           1996,  regarding year to date and
                                           second quarter results.



<PAGE>


                                  Exhibit 99(a)
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

Schenectady, New York -- July 16, 1996


FOR IMMEDIATE RELEASE:
<TABLE>
<CAPTION>

TrustCo Bank Corp NY
(dollars in thousands, except per share data)       6/96              6/95


Three Months Ended
         June 30:
<S>                                          <C>              <C>      
         Net Income                          $   6,913,000         6,106,000

Average Equivalent
  Shares Outstanding                            18,201,000        17,957,000

         Net Income per Share                       $ .38               .34
                                                      ====              ===

Six Months Ended
         June 30:
         Net Income                          $  13,598,000       12,011,000

Average Equivalent
  Shares Outstanding                            18,206,000       17,933,000

         Net Income per Share                        $ .75              .67
                                                       ====             ===

Period End:
Total Assets                                 2,223,973,000    2,086,680,000
Total Nonperforming Loans                       13,926,000       13,335,000
Total Nonperforming Assets                      18,598,000       17,656,000
Allowance for Loan Losses                       50,582,000       43,715,000
Allowance as a Percentage
  of Total Loans                                      4.12%            3.70

Per share data has been  adjusted for the 6 for 5 stock split  effective  August
1995.

                                                           # # #

</TABLE>





<PAGE>


                  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:

Schenectady, New York -- July 16, 1996



First half  results  for 1996  continue  to reflect  increases  in net  interest
income, net income,  operating  efficiencies and loan quality. "We are extremely
pleased with the results for the first half of this year.  These  results are in
line with our  projections  for 1996, and reaffirm our belief that 1996 and 1997
will be excellent years for TrustCo." Making the announcement was Robert A.
McCormick, President and Chief Executive Officer.

Record  second  quarter net income of $6.9 million for 1996 was 13% greater than
the $6.1 million  recorded in the  comparable  1995  period.  Earnings per share
reached  $0.38  for the  second  quarter  of  1996,  up 12%  over  prior  years.
Consistent  with the increases  for the second  quarter  results,  the six month
year-to-date  1996 net income and  earnings  per share  were $13.6  million  and
$0.75.  The six month  results for 1996 are an increase of 13%, and 12% over the
net income and earnings per share for 1995.

"At  TrustCo,  we measure  our  performance  consistent  with our  shareholders'
expectations.  Return on shareholders' equity is the most significant measure of
how effective we are at investing the funds that our shareholders  have given to
us. To date in 1996,  we have  realized an  annualized  return on  shareholders'
equity of 18.5%, which taken together with our plans for the second half of this
year,  will result in a 19% return on equity for 1996.  We are very pleased with
our results for 1996,  but are even more proud of how well TrustCo has performed
over the last five years. Our average return on equity for the period January 1,
1991,  through  June 30,  1996,  was 17.0%.  I cannot  think of any other  major
financial institution locally that can match those results," stated Mr.
McCormick.

For the  second  quarter  of 1996,  TrustCo's  efficiency  ratio was  39.0%,  as
compared  to 42.8% in 1995.  At the 1996  Annual  Meeting of  Shareholders,  Mr.
McCormick  noted  that the  efficiency  ratio is a measure  of  operating  costs
compared  to net  interest  income,  and  that  the  lower  the  ratio  the more
efficiently the company was operated. The results for 1996 put TrustCo among the
most  efficient  banking  enterprises  in the United  States.  Commenting on the
operations of TrustCo,  Mr. McCormick noted,  "Operating costs and controls over
our expenses are an integral part of the banking philosophy here at TrustCo.  We
get every employee  involved in efforts to reduce our operating  expenses and to
develop ideas to make TrustCo an even more efficient


<PAGE>


operation in the future.  This philosophy is more than a slogan of the month,
it is the way we do business year after year."

Another long standing  attribute  benefitting  shareholders is the  consistently
high quality of assets at TrustCo.  Nonperforming loans ended the second quarter
of 1996 at $13.9  million,  down from the year end balance of $15.7  million and
the first quarter balance of $15.6 million.  Likewise, the coverage ratio of our
allowance for loan losses to  nonperforming  loans grew to 3.6 times coverage as
of June 30, 1996,  compared to 3.1 times coverage at year end 1995. Also, during
the quarter,  TrustCo  recognized $2.6 million of losses taken on the investment
securities  portfolio.   Mr.  McCormick  noted,  "When  interest  rates  in  the
marketplace  increase,  as  they  have  this  quarter,  we sell  lower  yielding
securities to generate cash for  investment  at the higher  yields.  At June 30,
1996, we have $435 million  invested in overnight  federal  funds,  which can be
reinvested in the coming months in other securities at a significant  premium to
the rates  currently  being  realized.  The end result of this  strategy is that
income in future periods will benefit from these actions,  even though we had to
take losses this year. A relatively  small loss today will generate  significant
increases to interest income in the future."

Also during the  quarter,  TrustCo  opened a new banking  facility at Malta Four
Corners,  located  off  exit 12 of the  Northway.  This is the 48th  branch  for
TrustCo,  and is another clear indication of TrustCo's commitment to the Upstate
New York communities.  "Our expansion program is focused on the Capital District
area.  We are  dedicated to this region,  and believe it represents a tremendous
opportunity  for our  Company in the  future.  While  other banks focus on other
states and other regions of the country, TrustCo continues to dedicate itself to
being the "Hometown Bank," stated Mr. McCormick.

TrustCo is a $2.2 billion bank holding company, and through its subsidiary bank,
Trustco  Bank,  National  Association,  operates  48  bank  offices  in  Albany,
Columbia,  Greene,  Rensselaer,  Saratoga,  Schenectady,  Warren and  Washington
counties.  In addition,  the bank operates a full service Trust  Department with
$868 million 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.





<PAGE>
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<CAPTION>


FINANCIAL HIGHLIGHTS
(dollars in thousands, except per share data)
                                                           Three Months Ended

                                               06/30/96     03/31/96    06/30/95
Summary of operations
<S>                                             <C>           <C>         <C>   
   Net interest income (TE)                     $22,176       21,761      20,615
   Provision for loan losses                        854        3,110       3,045
   Net gain/(loss) from securities transactions  (2,630)        (421)        417
   Noninterest income                             3,655        3,548       3,569
   Noninterest expense                           10,675       10,446      11,862
   Net income                                     6,913        6,685       6,106

Per common share (1)
   Net income                                      0.38         0.37        0.34
   Cash dividends                                  0.28         0.28        0.23
   Book value at period end                        8.67         8.74        8.38
   Market price at period end                     19.25        20.69       18.13

At period end
   Full time equivalent employees                   432          431         446
   Full service banking offices                      48           47          45

Performance ratios
   Return on average assets                        1.25 %       1.23        1.21
   Return on average equity (2)                   18.64        18.32       17.36
   Efficiency (3)                                 39.01        40.42       42.79
   Net interest spread (TE)                        3.71         3.70        3.77
   Net interest margin (TE)                        4.14         4.13        4.22
   Dividend payout ratio                          70.42        72.67       66.07

Capital ratios at period end (4)
   Total equity to assets                          6.85         6.89        6.89
   Tier 1 risk adjusted capital                   12.64        12.74       12.29
   Total risk adjusted capital                    13.92        14.03       13.57

Asset quality analysis at period end
   Nonperforming loans to total loans              1.13         1.27        1.13
   Nonperforming assets to total assets            0.84         0.85        0.85
   Allowance for loan losses to total loans        4.12         4.12        3.70
   Coverage ratio (5)                              3.6X         3.3X        3.3X

(1)  All per share information has been adjusted for the 6 for 5
      stock split effective August, 1995.
(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.


</TABLE>






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<CAPTION>





FINANCIAL HIGHLIGHTS, Continued                                           Page 2


                                                  Six Months Ended
                                               06/30/96     06/30/95
Summary of operations
<S>                                             <C>           <C>   
   Net interest income (TE)                     $43,936       41,958
   Provision for loan losses                      3,964        6,618
   Net gain/(loss) from securities transactions  (3,051)         628
   Noninterest income                             7,203        6,807
   Noninterest expense                           21,121       23,613
   Net income                                    13,598       12,011

Per common share (1)
   Net income                                      0.75         0.67
   Cash dividends                                  0.55         0.46
   Book value at period end                        8.67         8.38
   Market price at period end                     19.25        18.13

Performance ratios
   Return on average assets                        1.24%        1.21
   Return on average equity (2)                   18.48        17.23
   Efficiency (3)                                 39.71        43.69
   Net interest spread (TE)                        3.70         3.92
   Net interest margin (TE)                        4.14         4.35
   Dividend payout ratio                          71.53        67.14
</TABLE>



<TABLE>
<CAPTION>


CONSOLIDATED BALANCE SHEETS                                            Page 3
(dollars in thousands)


                                     06/30/96       12/31/95      06/30/95


ASSETS

<S>                                 <C>             <C>           <C>      
  Loans, net                        $1,177,140      1,177,822     1,137,499
  Securities available for sale        488,352        640,206       322,371
  Investment securities                      0              0       332,857
  Federal funds sold                   435,000        239,000       165,000
                                    -----------    -----------   -----------
     Total earning assets            2,100,492      2,057,028     1,957,727

  Cash and due from banks               43,267         50,889        48,259
  Bank premises and equipment           24,269         25,008        25,895
  Other assets                          55,945         43,260        54,799
                                    -----------    -----------   -----------
     Total assets                   $2,223,973      2,176,185     2,086,680
                                    ===========    ===========   ===========
LIABILITIES
  Deposits:
     Demand                           $112,233        111,743       102,096
     Now accounts                      235,078        231,107       225,805
     Savings                           674,744        649,033       605,886
     Money market                       66,650         69,434        79,485
     Certificates of
       deposit > $100 thou              85,921         84,210        84,571
     Other time deposits               759,225        785,122       771,208
                                     -----------    -----------   -----------
       Total deposits                1,933,851      1,930,649     1,869,051

  Short-term borrowings                106,654         56,654        37,503
  Other liabilities                     30,036         28,783        32,587
                                     -----------    -----------   -----------
     Total liabilities               2,070,541      2,016,086     1,939,141

SHAREHOLDERS' EQUITY                   153,432        160,099       147,539
                                    -----------    -----------   -----------
     Total liabilities and
       shareholders' equity         $2,223,973      2,176,185     2,086,680
                                    ===========    ===========   ===========
Number of common shares
  outstanding, in thousands,
  restated for 1995 stock split        17,702         17,638        17,603


</TABLE>










<TABLE>
<CAPTION>








CONSOLIDATED STATEMENTS OF INCOME                                       Page 4
(dollars in thousands, except per share data)

                                            Three Months Ended
                                       06/30/96       03/31/96      06/30/95

Interest income
<S>                                    <C>             <C>           <C>   
     Loans                             $26,726         26,947        26,558
     Investments                        11,384         11,260        10,459
     Federal funds sold                  3,712          3,301         2,942
                                      -----------    -----------   -----------
          Total interest income         41,822         41,508        39,959

Interest expense
     Deposits                           19,193         19,644        19,643
     Borrowings                          1,097            733           230
                                      -----------    -----------   -----------
          Total interest expense        20,290         20,377        19,873
                                      -----------    -----------   -----------
          Net interest income           21,532         21,131        20,086

Provision for loan losses                  854          3,110         3,045
                                      -----------    -----------   -----------
          Net interest income after
            provision for loan losses   20,678         18,021        17,041

Net gain/(loss) from 
     securities transactions            (2,630)          (421)          417
Noninterest income                       3,655          3,548         3,569
Noninterest expense                     10,675         10,446        11,862
                                      -----------    -----------   -----------
Income before income taxes              11,028         10,702         9,165
Income tax expense                       4,115          4,017         3,059
                                      -----------    -----------   -----------
Net income                              $6,913          6,685         6,106
                                      ===========    ===========   ===========

Net income per share                     $0.38           0.37          0.34
Avg equivalent shares
    outstanding, in thousands           18,201         18,210        17,957


</TABLE>

















<TABLE>
<CAPTION>









CONSOLIDATED STATEMENTS OF INCOME                                    Page 5
(dollars in thousands, except per share data)

                                                       Six Months Ended
                                                  06/30/96       06/30/95

Interest income
<S>                                               <C>             <C>   
     Loans                                        $53,673         52,563
     Investments                                   22,644         18,883
     Federal funds sold                             7,013          6,617
                                               -----------    -----------
          Total interest income                    83,330         78,063

Interest expense
     Deposits                                      38,837         36,637
     Borrowings                                     1,830            446
                                               -----------    -----------
          Total interest expense                   40,667         37,083
                                               -----------    -----------
          Net interest income                      42,663         40,980

Provision for loan losses                           3,964          6,618
                                               -----------    -----------
          Net interest income after
            provision for loan losses              38,699         34,362

Net gain/(loss) from securities transactions       (3,051)           628
Noninterest income                                  7,203          6,807
Noninterest expense                                21,121         23,613
                                               -----------    -----------
Income before income taxes                         21,730         18,184
Income tax expense                                  8,132          6,173
                                               -----------    -----------
Net income                                        $13,598         12,011
                                               ===========    ===========

Net income per share                                $0.75           0.67
Avg equivalent shares outstanding, in thousands    18,206         17,933


</TABLE>












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<CAPTION>









CONSOLIDATED AVERAGE BALANCE SHEETS                                   Page 6
(in thousands)

                                                   Three Months Ended
                                       06/30/96       03/31/96      06/30/95

<S>                                   <C>             <C>           <C>      
Total assets                          $2,215,544      2,181,734     2,031,611
Shareholders' equity                     151,767        158,037       143,713
Total loans                            1,227,421      1,227,164     1,171,702
Interest earning assets                2,138,647      2,100,562     1,953,127
Interest bearing liabilities           1,924,538      1,892,501     1,761,016

</TABLE>


<TABLE>
<CAPTION>


                                                         Six Months Ended
                                                 06/30/96       06/30/95

<S>                                            <C>             <C>      
Total assets                                   $2,198,640      2,003,253
Shareholders' equity                              154,902        142,137
Total loans                                     1,227,293      1,167,707
Interest earning assets                         2,119,605      1,924,059
Interest bearing liabilities                    1,908,520      1,736,830







</TABLE>


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