FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required) For the Fiscal Year Ended December 31, 1997
Or
[ ] Transition Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
(No Fee Required)
For the transition period from ____________________ to ____________________
Commission file number 0-10592
TRUSTCO BANK CORP NY
(Exact name of registrant as specified in its charter)
NEW YORK 14-1630287
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
320 STATE STREET, SCHENECTADY, NEW YORK 12305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (518) 377-3311
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
(Title of class)
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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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K.[X]
Indicate the number of shares outstanding of each of the
registrant's classes of common stock:
Number of Shares Outstanding
Class of Common Stock as of March 17, 1998
$1 Par Value 23,332,727
The aggregate market value of registrant's common stock (based upon the closing
price on March 17, 1998) held by non-affiliates was approximately $644,566,583.
Documents Incorporated by Reference
(1) Portions of registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1997 (Part I and Part II).
(2) Portions of registrant's Proxy Statement filed for its Annual Meeting of
Shareholders to be held May 18, 1998 (Part III).
Items No. 10, No. 12 and No. 13 of Part III have been revised to show changed
page numbers for information incorporated by reference from the Company's
Definitive Proxy Statement filed with the Commission on April 3, 1998.
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PART III
Item 10. Directors and Executive Officers of Registrant
The information under the captions "Information on TrustCo Directors and
Nominees" and "Information on TrustCo Executive Officers Not Listed Above" on
pages 3 through 5, and Section 16(a) "Beneficial Ownership Reporting Compliance"
on page 20, of TrustCo's Proxy Statement filed for its Annual Meeting of
Shareholders to be held May 18, 1998, is incorporated herein by reference. The
required information regarding TrustCo's executive officers is contained in PART
I in the item captioned "Executive Officers of TrustCo."
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information under the captions "Information on TrustCo Directors and
Nominees," and "Information on TrustCo Executive Officers Not Listed Above," on
pages 3 through 5 and "Ownership Of TrustCo Common Stock By Certain Beneficial
Owners" on page 20 of TrustCo's Proxy Statement filed for its Annual Meeting of
Shareholders to be held May 18, 1998, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information under the caption "Transactions with TrustCo and Trustco Bank
Directors, Executive Officers and Associates" on page 20 of TrustCo's Proxy
Statement filed for its Annual Meeting of Shareholders to be held May 18, 1998,
is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) 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.
TrustCo Bank Corp NY
By: /s/ Robert A. McCormick
-----------------------
Robert A. McCormick
President and Chief
Executive Officer
(Principal Executive Officer)
By: /s/ Robert T. Cushing
-----------------------
Robert T. Cushing
Vice President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
Date: April 6, 1998
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