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):
April 23, 1996
(April 23, 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 April 23, 1996, TrustCo Bank Corp NY ("TrustCo")
issued a press release regarding ALBANK Financial Corporation
acquisition status. Attached is a copy of the press release
labeled as Exhibit 99(a).
Item 7. (c) Exhibits
______ Reg S-K Exhibit No. Description
___________________ ____________
99(a) Press Release of April
23, 1996, regarding ALBANK
Financial Corporation
acquisition status.
<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: April 23, 1996
TrustCo Bank Corp NY
(Registrant)
By: /s/William F. Terry
____________________
William F. Terry
Secretary
<PAGE>
Exhibits Index
__________________
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description
__________________ ___________
99(a) Press Release of
April 23, 1996, regarding
ALBANK Financial Corporation
acquisition status.
<PAGE>
Exhibit 99(a)
William F. Terry
Senior Vice President and Secretary
518-381-3611
TRUSTCO BANK CORP NY ANNOUNCES IT WILL NOT PURSUE
ACQUISITION OF ALBANK FINANCIAL CORPORATION
AT THIS TIME
-----------------------------------------------
Cites Management Entrenchment and Unwillingness to Negotiate
Premium Offer
FOR IMMEDIATE RELEASE: Schenectady, New York - April 23,
1996
TrustCo Bank Corp NY today announced that it does not
intend to pursue an acquisition of ALBANK Financial
Corporation at this time.
Robert A. McCormick, President and Chief Executive
Officer of TrustCo, said, "In March, 1996, TrustCo made
an offer to acquire ALBANK for a combination of cash
and TrustCo shares with a combined value of $40.00 per
share (or $33.33 per share giving effect to ALBANK 6
for 5 stock split effective April 1, 1996). Despite
our offer to acquire ALBANK in a transaction that
represented a premium of 43% to the then market price
of ALBANK's common stock, it has become clear that
management has so entrenched itself that it will be
virtually impossible to acquire ALBANK except in a
negotiated transaction, and ALBANK has refused to enter
into any negotiations. Had we the opportunity to
present our offer to shareholders, we believe that
ALBANK's shareholders would have enthusiastically
supported it. It is unfortunate that ALBANK management
has so structured the company that its shareholders are
deprived of the right to consider an offer that will
strengthen ALBANK's franchise and that is positive for
both banks' shareholders, customers and communities."
Mr. McCormick continued, "If the business combination
were to take place, the emerging company would have the
size and financial strength to survive in an era of
continued -- and inevitable -- consolidation in the
financial services industry. The local communities
would benefit from having access to a locally managed,
well run bank for the foreseeable future. Customers
would have access to improved services available over a
wider geographic area. Shareholders of ALBANK would
have benefitted from an immediate gain in the value of
their investment, and both shareholder groups would
share in ownership of an emerging company which we
believe would produce a tremendous return on their
investment."
Mr. McCormick said the company, while choosing not to
pursue the acquisition at this time, reserved the
option of doing so at some point in the future. "We
will keep our options open, and may reevaluate this
situation sometime in the future," he said.
TrustCo is a $2.2 billion bank holding company and
through its subsidiary, Trustco Bank, National
Association, operates 47 banking offices in Albany,
Columbia, Greene, Rensselaer, Saratoga, Schenectady,
Warren, and Washington counties. The common shares of
the Company are traded on the Nasdaq National Market
tier of The Nasdaq Stock Market under the symbol TRST.
# # # #