TRUSTCO BANK CORP N Y
8-K, 1998-07-21
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 21, 1998
                                 (July 21, 1998)

                              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 21,  1998,  TrustCo  Bank  Corp NY  ("TrustCo")  issued  two press
releases with year to date and second quarter results for the period ending June
30, 1998. Attached is a copy of each press release labeled as Exhibits 99(a) and
99(b).


Item 7.           Exhibits


        Reg S-K Exhibit No.                Description





        99(a)        Highlights  Press  Release of July 21,  1998,  for the
                     period  ending June 30, 1998,  regarding  year to date
                     and second quarter results.

        99(b)        Press  Release  of  July  21,  1998,  for  the  period
                     ending  June  30,  1998,  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 21, 1998
                                      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                         Page
- ------------------              ----------------------------       ------





         99(a)         Highlights Press Release of July 21, 1998,      5
                       for the period ending June 30, 1998,
                       regarding year to date and second
                       quarter results.

         99(b)         Press Release of July 21, 1998, for             6
                       the period ending June 30, 1998,
                       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 21, 1998
<TABLE>

FOR IMMEDIATE RELEASE:
TrustCo Bank Corp NY
(dollars in thousands, except per share data)
<CAPTION>

                                                  6/98           6/97
         June 30:
<S>                                 <C>                    <C>  
         Net Income                 $            8,666          7,853

Average Equivalent Shares Outstanding:
         Basic                              23,308,000     23,473,000
         Diluted                            24,278,000     24,081,000

         Net Income per Share:
         Basic                      $             0.37           0.33
         Diluted                                  0.36           0.33

Six Months Ended
         June 30:
         Net Income                 $           17,044         15,446

Average Equivalent Shares Outstanding:
         Basic                              23,341,000     23,459,000
         Diluted                            24,299,000     24,108,000

         Net Income per Share:
         Basic                      $             0.73            0.66
         Diluted                                  0.70            0.64

Period End:
Total Assets                                 2,434,195       2,301,897
Total Nonperforming Loans                       10,986          12,247
Total Nonperforming Assets                      18,476          21,053
Allowance for Loan Losses                       54,667          52,286
Allowance as a Percentage
  of Total Loans                                  4.17%           4.16%






    Per share data has been  adjusted for the 15% stock split  effective  August
1997.
            # # #
</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 21, 1998


         TRUSTCO ANNOUNCES
               RECORD SECOND QUARTER AND YEAR-TO-DATE 1998 RESULTS

Schenectady, New York -- July 21, 1998

TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced record second quarter and
year to date 1998 results. The 1998 results reflect continued strong performance
with respect to taxable equivalent net interest income,  operating efficiencies,
net income, and overall loan quality. The performance for the first half of 1998
resulted  in  TrustCo  attaining  a return  on  equity  of  21.4% in 1998.  "The
performance for the first half of this year met our  expectations,  and sets the
stage for TrustCo to have a record year for 1998"  stated  Robert A.  McCormick,
President and Chief Executive  Officer, " I am especially pleased with attaining
our goal of a 21% return on equity for the first half of 1998."

Net income for the three months ended June 30, 1998 , was $8.7 million, or $0.36
diluted earnings per share,  compared to $7.9 million, or $0.33 diluted earnings
per share,  for the second  quarter of 1997.  The second  quarter  1998  results
reflect an  increase  in net income of 10% and an  increase of 9% in the diluted
earnings per share compared to the comparable period in 1997.

Year to date results also reflect  significant  increases in both net income and
diluted  earnings per share between 1997 and 1998. For the six months ended June
30, 1998, net income  reached $17.0 million and diluted  earnings per share were
$0.70, compared to net income of $15.4 million and diluted earnings per share of
$0.64 for the  comparable  1997 six month  period.  The 1998 results  reflect an
increase  of  10%  and  9%  in  net  income  and  diluted  earnings  per  share,
respectively, over 1997.

Several core areas contributed significantly to the continued improvements noted
in the second quarter and first half of 1998. Among them are the following:
<PAGE>

         An increase  in the taxable  equivalent  net  interest  income to $44.7
         million in 1998,  which is  principally  the result of the $138 million
         increase in the  average  balance of earning  assets  between the first
         half of 1997 and 1998,

         An increase in fee revenues  from the Trust Department and the overall
         growth in non interest income,

         Continued  strong expense controls as evidenced by the efficiency ratio
         reaching 39.1% for the first half of 1998,  compared to 40.5% for 1997,
         and

         Strong  credit  quality as reflected  by the decrease in  nonperforming
         loans to 0.84% of loans  outstanding  as of June 30,  1998  compared to
         0.98% at June 30, 1997.

Mr. McCormick noted, "The consistently strong financial performance that TrustCo
has posted over the last 15 years is the result of a focus on the  fundamentals.
We  keep a  strong  eye on  expenses,  while  at the  same  time we look to take
advantage of market  opportunities  for strategic  growth in our balance  sheet.
1998's  performance  is a good example of the success of TrustCo's  formula.  We
achieved  an  efficiency  ratio that places us among the top handful of banks in
the country for well run financial  organizations.  Our 1998 return on equity of
21% is a tremendous result, and reflects our primary focus on shareholders."

Average total assets  increased by 7% between the second quarter of 1997 and the
second quarter of 1998. The increase in assets was primarily concentrated in the
loan  portfolio and in the short term overnight  investments.  The growth in the
assets  is  matched  by a  $133  million  growth  in  deposits  and  short  term
borrowings.  Commenting on this growth,  Mr. McCormick  noted,  "The upstate New
York region is experiencing continued consolidation of the banking industry with
more  and more of the  community  based  banks  being  acquired  by out of state
enterprises.  TrustCo is well  positioned  to take  advantage of the  inevitable
disruption to customers  that occurs during these periods of  consolidation.  We
continue to actively seek customers that are interested in a locally based bank,
where  decisions are made in the  customers'  community,  not in some  corporate
headquarters  thousands of miles away. In addition, our branch expansion program
continues  to  introduce  the TrustCo  product  line to new  communities  in our
region.  Later this year we will be opening new branches on Ushers Road, Clifton
Park, near Exit 10 of the Northway,  in Cobleskill at the Wal-Mart plaza, and in
Duanesburg.  We are excited at the opportunities available to expand, and we are
delighted by the reception we have received in all the new  communities  that we
are serving."

At June 30,  1998,  total  nonperforming  loans  were $11.0  million,  down $1.3
million from June 30, 1997. The allowance for loan losses  increased  during the
year to $54.7 million and as a percentage of total loans, stood at 4.17% at June
30, 1998.

Also during the quarter,  TrustCo paid common stock cash dividends of $0.275 per
share in 1998,  compared  to $0.239 per share in 1997.  As a  percentage  of net
income  earned during the quarter,  these  quarterly  dividends  represent a 74%
dividend  payout  ratio for 1998 and 71% for 1997.  Mr.  McCormick  stated,  "We
retain  within  TrustCo  sufficient  capital  to meet our needs for  growth  and
regulatory  purposes.  It has been our  practice  to  return to our  owners  any
capital that we cannot effectively utilize."

<PAGE>


On July 9th, Standard and Poor's Financial Information Services named TrustCo to
the S&P SmallCap 600 Index.  Since the  selection is  recognition  for TrustCo's
excellent  performance  over many  years as well as its  leadership  within  its
market  segment,  this  action  provides  increased  nationwide  visibility  for
TrustCo.  As index funds add TrustCo to  portfolios,  the  increased  demand for
TrustCo shares should benefit our owners.

TrustCo Bank Corp NY is a $2.4 billion  bank  holding  company  which serves the
financial  needs of  customers  through its banking  subsidiary,  Trustco  Bank,
National  Association.  Trustco  Bank  operates  51  bank  offices,  in  Albany,
Columbia,  Greene,  Rensselaer,  Saratoga,  Schenectady,  Warren and  Washington
Counties.  In addition,  Trustco Bank operates a full service  Trust  Department
with $1.17 billion of assets under management.
<PAGE>

<TABLE>

TRUSTCO BANK CORP NY                                                                                                       Page 1
SCHENECTADY, NY


(dollars in thousands, except per share data)
<CAPTION>
                                                                                        Three Months Ended
                                                                      06/30/98                03/31/98                 06/30/97
Summary of operations
<S>                                                                    <C>                      <C>                      <C>   
   Net interest income (TE)                                            $22,198                  22,520                   22,246
   Provision for loan losses                                             1,558                   1,372                    1,185
   Net gain/(loss) from securities transactions                            104                      32                     (295)
   Noninterest income                                                    5,243                   4,522                    4,104
   Noninterest expense                                                  11,299                  11,529                   11,587
   Net income                                                            8,666                   8,378                    7,853

Per common share (1)
   Net income per share:
          - Basic                                                         0.37                    0.36                     0.33
          - Diluted                                                       0.36                    0.34                     0.33
   Cash dividends                                                         0.275                   0.275                    0.239
   Book value at period end                                               7.89                    7.59                     7.20
   Market price at period end                                            26.25                   28.38                    18.59

At period end
   Full time equivalent employees                                          468                     467                      452
   Full service banking offices                                             51                      51                       50

Performance ratios
   Return on average assets                                               1.43%                   1.43                     1.38
   Return on average equity (2)                                          21.61                   21.12                    19.92
   Efficiency (3)                                                        39.03                   39.11                    40.79
   Net interest spread (TE)                                               3.30                    3.45                     3.63
   Net interest margin (TE)                                               3.79                    3.92                     4.07
   Dividend payout ratio                                                 73.87                   76.62                    71.48

Capital ratios at period end (4)
   Total equity to assets                                                 6.77                    6.83                     7.01
   Tier 1 risk adjusted capital                                          12.77                   13.01                    13.37
   Total risk adjusted capital                                           14.06                   14.30                    14.66

Asset quality analysis at period end
   Nonperforming loans to total loans                                     0.84                    0.90                     0.98
   Nonperforming assets to total assets                                   0.76                    0.79                     0.91
   Allowance for loan losses to total loans                               4.17                    4.14                     4.16
   Coverage ratio (5)                                                     5.0X                    4.6X                     4.3X

(1)  All share and per share information is adjusted for the 15% stock split declared August, 1997.
(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>

<PAGE>
<TABLE>


FINANCIAL HIGHLIGHTS, Continued                                                                                           Page 2

<CAPTION>

                                                                                            Six Months Ended
                                                                                  06/30/98                    06/30/97
Summary of operations
<S>                                                                                <C>                          <C>   
   Net interest income (TE)                                                        $44,718                      44,018
   Provision for loan losses                                                         2,930                       2,395
   Net gain/(loss) from securities transactions                                        136                        (790)
   Noninterest income                                                                9,765                       8,135
   Noninterest expense                                                              22,828                      22,791
   Net income                                                                       17,044                      15,446

Per common share (1)
   Net income per share:
          - Basic                                                                        0.73                        0.66
          - Diluted                                                                      0.70                        0.64
   Cash dividends                                                                        0.550                       0.478
   Book value at period end                                                              7.89                        7.20
   Market price at period end                                                           26.25                       18.59

Performance ratios
   Return on average assets                                                              1.%3                        1.37
   Return on average equity (2)                                                         21.37                       19.75
   Efficiency (3)                                                                       39.07                       40.48
   Net interest spread (TE)                                                              3.37                        3.61
   Net interest margin (TE)                                                              3.85                        4.04
   Dividend payout ratio                                                                75.22                       72.65

</TABLE>

<PAGE>
<TABLE>


CONSOLIDATED BALANCE SHEETS                                                                                             Page 3
(dollars in thousands)
<CAPTION>

                                                          06/30/98                    12/31/97                    06/30/97


ASSETS

<S>                                                       <C>                          <C>                         <C>      
  Loans, net                                              $1,257,767                   1,244,821                   1,203,658
  Securities available for sale                              605,415                     601,899                     670,809
  Federal funds sold                                         445,000                     395,000                     290,000
                                            ---------------------------------------------------------------------------------

     Total earning assets                                  2,308,182                   2,241,720                   2,164,467

  Cash and due from banks                                     35,185                      42,740                      41,329
  Bank premises and equipment                                 17,547                      18,609                      22,712
  Other assets                                                73,281                      69,196                      73,389
                                            ---------------------------------------------------------------------------------

     Total assets                                         $2,434,195                   2,372,265                   2,301,897
                                            =================================================================================

LIABILITIES
  Deposits:
     Demand                                                 $140,672                     130,345                     125,206
     Interest-bearing checking                               238,403                     240,699                     230,228
     Savings                                                 663,962                     650,601                     662,342
     Money Market                                             57,356                      57,021                      59,337
     Certificates of deposit > $100 thou                     128,481                     112,599                      98,159
     Other time deposits                                     843,160                     830,598                     804,586
                                            ---------------------------------------------------------------------------------

       Total deposits                                      2,072,034                   2,021,863                   1,979,858

  Short-term borrowings                                      129,478                     127,850                     115,245
  Other liabilities                                           49,054                      43,727                      37,901
                                            ---------------------------------------------------------------------------------

     Total liabilities                                     2,250,566                   2,193,440                   2,133,004

SHAREHOLDERS' EQUITY                                         183,629                     178,825                     168,893
                                            ---------------------------------------------------------------------------------
 
     Total liabilities and
       shareholders' equity                               $2,434,195                   2,372,265                   2,301,897
                                            =================================================================================

Number of common shares
  outstanding, in thousands                                   23,272                      23,402                      23,449
</TABLE>

<PAGE>

<TABLE>

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

                                                                                              Three Months Ended
                                                        06/30/98                    03/31/98                    06/30/97

Interest income
<S>                                                      <C>                          <C>                         <C>   
     Loans                                               $27,805                      27,882                      27,088
     Investments                                           9,713                      10,399                      11,520
     Federal funds sold                                    6,296                       5,122                       4,255
                                                -------------------------------------------------------------------------

          Total interest income                           43,814                      43,403                      42,863

Interest expense
     Deposits                                             20,554                      20,188                      20,004
     Borrowings                                            1,904                       1,567                       1,373
                                                -------------------------------------------------------------------------

          Total interest expense                          22,458                      21,755                      21,377
                                                -------------------------------------------------------------------------

          Net interest income                             21,356                      21,648                      21,486

Provision for loan losses                                  1,558                       1,372                       1,185
                                                -------------------------------------------------------------------------

          Net interest income after
            provision for loan losses                     19,798                      20,276                      20,301

Net gain/(loss) from securities transactions                 104                          32                        (295)
Noninterest income                                         5,243                       4,522                       4,104
Noninterest expense                                       11,299                      11,529                      11,587
                                                -------------------------------------------------------------------------

Income before income taxes                                13,846                      13,301                      12,523
Income tax expense                                         5,180                       4,923                       4,670
                                                -------------------------------------------------------------------------

Net income                                                $8,666                       8,378                       7,853
                                                =========================================================================


Net income per share:
          - Basic                                          $0.37                        0.36                        0.33
          - Diluted                                         0.36                        0.34                        0.33

Avg equivalent shares outstanding, in thousands:
          - Basic                                         23,308                      23,381                      23,473
          - Diluted                                       24,278                      24,326                      24,081
                                                ========================================================================


</TABLE>

<PAGE>

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

                                                                                            Six Months Ended
                                                                                  06/30/98                    06/30/97

Interest income
<S>                                                                                <C>                          <C>   
     Loans                                                                         $55,687                      53,900
     Investments                                                                    20,112                      22,281
     Federal funds sold                                                             11,418                       8,577
                                                                  -----------------------------------------------------

          Total interest income                                                     87,217                      84,758

Interest expense
     Deposits                                                                       40,742                      39,575
     Borrowings                                                                      3,471                       2,690
                                                                  -----------------------------------------------------

          Total interest expense                                                    44,213                      42,265
                                                                  -----------------------------------------------------

          Net interest income                                                       43,004                      42,493





Provision for loan losses                                                            2,930                       2,395
                                                                  -----------------------------------------------------

          Net interest income after
            provision for loan losses                                               40,074                      40,098

Net loss from securities transactions                                                  136                        (790)
Noninterest income                                                                   9,765                       8,135
Noninterest expense                                                                 22,828                      22,791
                                                                  -----------------------------------------------------

Income before income taxes                                                          27,147                      24,652
Income tax expense                                                                  10,103                       9,206
                                                                  -----------------------------------------------------

Net income                                                                         $17,044                      15,446
                                                                  =====================================================


Net income per share:
          - Basic                                                                    $0.73                        0.66
          - Diluted                                                                   0.70                        0.64

Avg equivalent shares outstanding, in thousands:
          - Basic                                                                   23,341                      23,459
          - Diluted                                                                 24,299                      24,108
                                                                  =====================================================
                                                                                                                           
</TABLE>

<PAGE>
<TABLE>


CONSOLIDATED AVERAGE BALANCE SHEETS                                                                                      Page 6
(in thousands)
<CAPTION>

                                                                              Three Months Ended
                                                        06/30/98                    03/31/98                    06/30/97

<S>                                                    <C>                          <C>                         <C>      
Total assets                                           $2,438,826                   2,378,660                   2,282,009
Shareholders' equity                                      175,602                     175,927                     162,838
Total loans                                             1,306,509                   1,301,320                   1,245,189
Interest earning assets                                 2,341,430                   2,280,370                   2,184,025
Interest-bearing liabilities                            2,078,532                   2,033,968                   1,966,357

 

                                                         Six Months Ended
                                                               06/30/98                    06/30/97

Total assets                                           $2,408,909                   2,271,591
Shareholders' equity                                      175,763                     162,492
Total loans                                             1,303,929                   1,243,002
Interest earning assets                                 2,311,069                   2,172,814
Interest-bearing liabilities                            2,056,373                   1,959,249

</TABLE>


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