TRUSTCO BANK CORP N Y
8-K, 1999-10-19
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): October 19, 1999
                                                         (October 19, 1999)

                             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 October 19, 1999,  TrustCo Bank Corp NY ("Trustco") issued two

               press  releases with year to date and third  quarter  results for

               the period ending September 30, 1999.  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 dated
                                               October 19,  1999,for the period
                                               ending September 30, 1999,
                                               regarding year to date and third
                                               quarter results.


                   99(b)                       Press Release dated  October 19,
                                               1999,  for the period ending
                                               September 30, 1999, regarding
                                               year to date and third quarter
                                               results.



                                      - 2 -
<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.


Date: October 19, 1999

                                                   TrustCo Bank Corp NY
                                                   (Registrant)




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



                                      - 3 -
<PAGE>

                                 Exhibits Index


The following exhibits are filed herewith:


Reg S-K Exhibit No.        Description                             Page
__________________         ____________________________         __________
         99(a)             Highlights Press Release of              5
                           October 19,  1999,  for the
                           period ending  September  30,
                           1999, regarding year to date
                           and third quarter results.



         99(b)             Press Release of October 19,             6
                           1999, for the period ending
                           September 30, 1999,  regarding
                           year to date and third quarter
                           results.










                                      - 4 -
<PAGE>

TRUSTCO                                                           Exhibit 99(a)
Bank Corp NY                                                      News Release
________________________________________________________________________________
192 Erie Boulevard, Schenectady, New York, 12305
(518) 377-3311 Fax: (518) 381-3668

Subsidiary:  Trustco Bank

Contact: William F. Terry
         Senior Vice President and Secretary
         518-381-3611

FOR IMMEDIATE RELEASE: Schenectady, New York - October 19, 1999

TrustCo Bank Corp NY
(dollars in thousands, except per share data)


<TABLE>
<CAPTION>
                                                 9/99                            9/98
Three Months Ended September 30:
<S>                                              <C>                             <C>

         Net Income                      $        9,972                           9,209
         Provision for Loan Losses                1,000                             450

Average Equivalent Shares Outstanding:
         Basic                               26,861,000                      26,774,000
         Diluted                             27,976,000                      27,913,000

         Net Income per Share:
         Basic                           $         0.37                            0.34
         Diluted                                   0.36                            0.33
Nine Months Ended September 30:
         Net Income                      $       28,787                          26,253
         Provision for Loan Losses                4,013                           3,380

Average Equivalent Shares Outstanding:
         Basic                               26,874,000                      26,820,000
         Diluted                             27,977,000                      27,933,000

         Net Income per Share:
         Basic                           $         1.07                            0.98
         Diluted                                   1.03                            0.94

Period End:
Total Assets                                  2,385,360                       2,488,733
Total Nonperforming Loans                         9,941                          10,415
Total Nonperforming Assets                       12,212                          16,082
Allowance for Loan Losses                        55,719                          54,325
Allowance as a Percentage
  of Total Loans                                   4.17%                           4.11%
</TABLE>

Note: All share and per share information is calculated prior to the 2 for 1
         stock split declared August, 1999.
                                            # # #






                                      - 5 -
<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

Contact: William F. Terry
         Senior Vice President and Secretary
         518-381-3611

FOR IMMEDIATE RELEASE:

                        TRUSTCO ANNOUNCES RECORD
                 THIRD QUARTER AND YEAR-TO-DATE 1999 RESULTS
                                    AND
                   THE ESTABLISHMENT OF TrustcoBankUSA.com

Schenectady, New York - October 19, 1999

TrustCo Bank Corp NY (TrustCo,  NASDAQ:  TRST) today  announced  record earnings
results for the third  quarter  and year to date 1999.  Net income for the third
quarter 1999 was $10.0 million or $0.36 diluted earnings per share,  compared to
$9.2 million, or $0.33 diluted earnings per share for the third quarter of 1998.
The third quarter results represent increases of 8.3% and 9.1% in net income and
diluted earnings per share, respectively for 1999 compared to 1998.

Net income for the nine months ended  September 30, 1999 was $28.8  million,  or
$1.03 diluted  earnings per share,  compared to $26.3 million,  or $0.94 diluted
earnings per share, for the nine month period ended September 30, 1998. The year
to date  results  reflect  increases  of 9.7% and 9.6% in net income and diluted
earnings per share,  respectively,  for the nine months of 1999  compared to the
similar period in 1998.

Making the announcement  was Robert A. McCormick,  President and Chief Executive
Officer. Mr. McCormick noted,  "TrustCo's superior earnings results for 1999 are
generated by the  execution of our basic  banking  plan that  delivers  superior
quality  service to our  customers at reasonable  cost. I am confident  that for
1999 we will achieve our stated objective of a 22% return on equity,  and we are
well  situated  for  increased  growth in that area for the  future."  Return on
equity was 23.2% and 22.7% for the third  quarter  and year to date  results for
1999, compared to 22.3% and 21.7% for the comparable periods in 1998.

TrustCo also announced its intention to expand its product delivery network with









                                      - 6 -
<PAGE>


the addition of an Internet  banking service  through a new operating  division,
TrustcoBankUSA.  "We have  completed  our  analysis  on this  evolving  delivery
channel,  and anticipate that our web site will be functional  early in 2000. We
are excited by the  opportunities  to deliver our products through the Internet,
and  recognize  that this is a logical next step in the  evolution of our retail
banking franchise." Additional details of TrustcoBankUSA will be released before
year-end.

The single largest  contributor to net income is the level of taxable equivalent
net interest  income that TrustCo has attained in 1999.  For the third  quarter,
taxable  equivalent  net interest  income was $24.8 million for 1999 compared to
$22.2 for 1998, an increase of 11.6%. Likewise, the year to date results reflect
a taxable  equivalent net interest  income of $72.2 million for 1999 compared to
$66.9 million for 1998, an increase of 7.8%.  Commenting on these  increases Mr.
McCormick  stated,  "During  1999 we  positioned  the Bank to take  advantage of
anticipated  increases  in  interest  rates on  investment  and  loan  products.
Consequently  as rates rose during  1999,  we had funds  available  to invest at
these higher levels,  thereby contributing  significantly to the increase in our
net interest margin. Additionally,  we executed a plan during 1999 to reduce the
high cost  certificates  of deposit  on our  balance  sheet.  During the year we
priced our CD  products  competitively,  but at the same time,  we did not chase
after high cost deposit dollars. The combination of increasing  opportunities on
the  investment  and loan side,  coupled with the reduction in our deposit cost,
has resulted in a  significant  increase in our net  margins."  The net interest
margin for the third quarter of 1999 was 4.25% compared to 3.75% in 1998.

For the third quarter of 1999,  TrustCo's efficiency ratio was 37.4% compared to
41.0% for the third quarter of 1998. The efficiency ratio for the nine months of
1999 was 39.0% compared to 39.7% for 1998. As Mr.  McCormick  noted,  "TrustCo's
profitability  and  efficiency  ratios rank among the banking  industry best. We
continually  strive to identify  opportunities  to reduce or control cost.  Cost
containment  is part of the  philosophical  fiber  of  this  company.  Increased
shareholder value is the result of efficient operations."

Asset  quality  indicators  continued  to be strong  during  the  quarter,  with
nonperforming  loans as a  percentage  of total loans at  September  30, 1999 of
0.74%. The allowance for loan losses was $55.7 million at September 30, 1999 and
represents 4.17% of loans outstanding.

TrustCo was  recently  featured in the August 1999 issue of DRIP  Investor.  The
article  highlighted  TrustCo's  long-term  performance  and the features of the
TrustCo Dividend  Reinvestment  Plan.  Approximately  70% of TrustCo  registered
shareholders take advantage of this plan.

As a result of  TrustCo's  outstanding  record of  providing  shareholders  with
increased  dividend  performance,  the  Company has been  recognized  in Moody's
Handbook of Dividend  Achievers  (1999  edition)  as one of 334  companies  of a
universe of 10,000 U.S. based firms providing  increased  dividend payments over
the past ten consecutive years.





                                      - 7 -
<PAGE>


TrustCo's  shares are now listed on the Berlin  Germany Stock Exchange under the
symbol TC5, permitting German investors to purchase TrustCo shares in Euros.

During the third  quarter of 1999,  the Board of  Directors'  declared a 2 for 1
stock split for  shareholders  of record on October 22, 1999.  Also the Board of
Directors'  indicated  their  intention to increase the annual cash  dividend to
$0.60 per share on the post split shares.

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  53  bank  offices,  in  Albany,
Columbia,  Greene,  Rensselaer,  Saratoga,  Schenectady,  Schoharie,  Warren and
Washington  Counties.  In addition,  Trustco Bank  operates a full service Trust
Department with $1.28 billion of assets under management.


Except for historical  information  contained  herein,  the matters discussed in
this news release and other  information  contained in TrustCo's  Securities and
Exchange  Commission  filings may express  "forward looking  statements".  Those
"forward  looking  statements"  may involve  risk and  uncertainties,  including
statements  concerning  future events or performance  and  assumptions and other
statements that are other than statements of historical facts. TrustCo wishes to
caution readers not to place undue reliance on any forward  looking  statements,
which  speak only as of the date made.  Readers are advised  that  various  risk
factors,  including but not limited to: (1) credit risk, (2) interest rate risk,
(3)  competition,  (4) certain vendors  critical  systems or services failing to
comply  with  Year  2000  programming  issues,  (5)  changes  in the  regulatory
environment,  and (6) changes in general  business  and economic  trends,  could
cause  the  actual  results  or  circumstances  for  future  periods  to  differ
materially from those anticipated or projected.

TrustCo does not  undertake,  and  specifically  disclaims  any  obligation,  to
publicly  release the results of any  revisions  that may be made to any forward
looking  statements  to  reflect  the  occurrence  of  unanticipated  events  or
circumstances after the date of such statement.


                                     - 8 -
<PAGE>

TRUSTCO BANK CORP NY
SCHENECTADY, NY


(dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                Three Months Ended
                                                   09/30/99        06/30/99        09/30/98
Summary of operations
<S>                                                 <C>             <C>             <C>

   Net interest income (TE)                         $24,788          23,983          22,202
   Provision for loan losses                          1,000           1,500             450
   Net securities transactions                       (1,153)           (657)            135
   Noninterest income                                 5,051           4,907           4,580
   Noninterest expense                               11,500          11,353          11,757
   Net income                                         9,972           9,492           9,209

Per common share (1)
   Net income per share:
          - Basic                                      0.37            0.35            0.34
          - Diluted                                    0.36            0.34            0.33
   Cash dividends                                     0.275           0.275           0.239
   Book value at period end                            6.43            6.58            6.93
   Market price at period end                         29.53           26.88           23.32

At period end
   Full time equivalent employees                       466             465             460
   Full service banking offices                          53              53              53

Performance ratios
   Return on average assets                            1.64 %          1.56            1.48
   Return on average equity (2)                       23.22           22.48           22.26
   Efficiency (3)                                     37.41           38.33           41.00
   Net interest spread (TE)                            3.78            3.60            3.26
   Net interest margin (TE)                            4.25            4.07            3.75
   Dividend payout ratio                              74.17           77.83           69.49

Capital ratios at period end (4)
   Total equity to assets                              7.09            7.02            6.70
   Tier 1 risk adjusted capital                       13.27           13.08           12.49
   Total risk adjusted capital                        14.56           14.37           13.77

Asset quality analysis at period end
   Nonperforming loans to total loans                  0.74            0.87            0.79
   Nonperforming assets to total assets                0.51            0.58            0.65
   Allowance for loan losses to total loans            4.17            4.20            4.11
   Coverage ratio (5)                                   5.6 X           4.9 X           5.2 X


(1)  All share and per share information is calculated prior to the 2 for 1 stock split declared August, 1999.
(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>


                                      - 9 -
<PAGE>



FINANCIAL HIGHLIGHTS, Continued


                                                         Nine Months Ended
<TABLE>
<CAPTION>

                                                  09/30/99        09/30/98
Summary of operations
<S>                                                 <C>             <C>
   Net interest income (TE)                         $72,158          66,920
   Provision for loan losses                          4,013           3,380
   Net securities transactions                       (2,230)            271
   Noninterest income                                15,798          14,345
   Noninterest expense                               35,055          34,585
   Net income                                        28,787          26,253

Per common share (1)
   Net income per share:
          - Basic                                      1.07            0.98
          - Diluted                                    1.03            0.94
   Cash dividends                                     0.825           0.717
   Book value at period end                            6.43            6.93
   Market price at period end                         29.53           23.32

Performance ratios
   Return on average assets                            1.59 %          1.45
   Return on average equity (2)                       22.72           21.67
   Efficiency (3)                                     38.97           39.71
   Net interest spread (TE)                            3.63            3.34
   Net interest margin (TE)                            4.09            3.82
   Dividend payout ratio                              77.08           73.21

</TABLE>







                                     - 10 -

<PAGE>



CONSOLIDATED BALANCE SHEETS
(dollars in thousands)

<TABLE>
<CAPTION>


                                                   09/30/99        12/31/98        09/30/98


ASSETS
<S>                                              <C>             <C>             <C>

  Loans, net                                     $1,280,859       1,268,328       1,268,638
  Securities available for sale                     703,276         717,410         659,213
  Other short-term investments                            0          24,979
  Federal funds sold                                265,000         358,000         437,000
                                                  ------------------------------------------

    Total earning assets                         2,249,135       2,368,717       2,364,851

  Cash and due from banks                            41,755          41,950          42,009
  Bank premises and equipment                        15,826          17,022          17,756
  Other assets                                       78,644          57,391          64,117
                                                  ------------------------------------------

     Total assets                                $2,385,360       2,485,080       2,488,733
                                                ============================================
LIABILITIES
  Deposits:
     Demand                                        $159,088         154,358         147,633
     Interest-bearing checking                      266,952         266,027         247,487
     Savings                                        656,038         660,376         655,888
     Money Market                                    59,747          58,061          54,986
     Certificates of deposit > $100 thou            112,122         139,310         138,457
     Other time deposits                            759,497         829,282         857,357
                                                  -----------------------------------------

       Total deposits                             2,013,444       2,107,414       2,101,808

  Short-term borrowings                             151,774         147,924         158,766
  Other liabilities                                  48,036          43,900          42,771
                                                  -----------------------------------------

     Total liabilities                            2,213,254       2,299,238       2,303,345

SHAREHOLDERS' EQUITY                                172,106         185,842         185,388
                                                  -----------------------------------------
     Total liabilities and
       shareholders' equity                      $2,385,360       2,485,080       2,488,733
                                                ===========================================
Number of common shares
  outstanding, in thousands                          26,774          26,792          26,745



</TABLE>



                                     - 11 -


<PAGE>



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

<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                   09/30/99        06/30/99        09/30/98
<S>                                                 <C>             <C>             <C>

Interest income
     Loans                                          $26,706          26,466          27,726
     Investments                                     11,453          10,950          10,009
     Federal funds sold                               3,932           4,182           6,439
                                                   ----------------------------------------

         Total interest income                      42,091          41,598          44,174

Interest expense
     Deposits                                        16,799          17,132          20,947
     Borrowings                                       1,472           1,481           1,858
                                                   ----------------------------------------

          Total interest expense                     18,271          18,613          22,805
                                                   ----------------------------------------

          Net interest income                        23,820          22,985          21,369

Provision for loan losses                             1,000           1,500             450
                                                   ----------------------------------------
          Net interest income after
            provision for loan losses                22,820          21,485          20,919

Net securities transactions                          (1,153)           (657)            135
Noninterest income                                    5,051           4,907           4,580
Noninterest expense                                  11,500          11,353          11,757
                                                   ----------------------------------------

Income before income taxes                           15,218          14,382          13,877
Income tax expense                                    5,246           4,890           4,668
                                                   ----------------------------------------

Net income                                           $9,972           9,492           9,209
                                                   ========================================

Net income per share:
          - Basic                                     $0.37            0.35            0.34
          - Diluted                                    0.36            0.34            0.33

Avg equivalent shares outstanding, in thousands:
          - Basic                                    26,861          26,888          26,774
          - Diluted                                  27,976          27,964          27,913
                                                   ========================================

</TABLE>


                                     - 12 -

<PAGE>




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

                                                       Nine Months Ended
                                                   09/30/99        09/30/98

Interest income
     Loans                                          $79,732          83,413
     Investments                                     33,293          30,121
     Federal funds sold                              12,330          17,857
                                                   ------------------------

          Total interest income                     125,355         131,391

Interest expense
     Deposits                                        51,722          61,689
     Borrowings                                       4,401           5,329
                                                   ------------------------

          Total interest expense                     56,123          67,018
                                                   ------------------------

          Net interest income                        69,232          64,373

Provision for loan losses                             4,013           3,380
                                                   ------------------------
          Net interest income after
            provision for loan losses                65,219          60,993

Net securities transactions                          (2,230)            271
Noninterest income                                   15,798          14,345
Noninterest expense                                  35,055          34,585
                                                   ------------------------

Income before income taxes                           43,732          41,024
Income tax expense                                   14,945          14,771
                                                   ------------------------

Net income                                          $28,787          26,253
                                                   ========================

Net income per share:
          - Basic                                     $1.07            0.98
          - Diluted                                    1.03            0.94

Avg equivalent shares outstanding, in thousands:
          - Basic                                    26,874          26,820
          - Diluted                                  27,977          27,933
                                                   ========================





                                      - 13 -

<PAGE>




CONSOLIDATED AVERAGE BALANCE SHEETS
(in thousands)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                   09/30/99        06/30/99        09/30/98
<S>                                              <C>             <C>             <C>

Total assets                                     $2,407,449       2,433,144       2,467,769
Shareholders' equity                                174,485         184,460         182,659
Total loans                                       1,331,901       1,324,286       1,316,518
Interest earning assets                           2,340,493       2,356,714       2,376,702
Interest-bearing liabilities                      2,032,121       2,058,334       2,103,895



                                                       Nine Months Ended
                                                   09/30/99        09/30/98

Total assets                                     $2,427,688       2,427,422
Shareholders' equity                                181,792         178,087
Total loans                                       1,325,113       1,308,171
Interest earning assets                           2,351,310       2,333,186
Interest-bearing liabilities                      2,053,126       2,072,387


</TABLE>

                                      ###








                                      - 14 -




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