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): May 18, 1999
(May 18, 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
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TrustCo Bank Corp NY
Item 5. Other Events
Letter to Shareholders dated May 18, 1999 and Press Release
dated May 17, 1999, discussing results of the Annual Meeting
held May 17, 1999. Attached is a copy of the Press Release
labeled as Exhibit 99(a), and Letter to Shareholders, labeled
as Exhibit 99(b). Also, on May 18, 1999, TrustCo Bank Corp NY
("TrustCo") issued a Press Release declaring a cash dividend
of $0.275 per share, payable July 1, 1999. Attached is a copy
of the Press Release labeled as Exhibit 99(c).
Item 7 (c) Exhibits
Reg S-K Exhibit No. Description
99(a) Press Release of May 17, 1999, discussing results of
the Annual meeting held on May 17, 1999.
99(b) Letter to Shareholders dated May 18, 1999, discussing
results of the Annual Meeting held on May 17, 1999.
99(c) Press Release of May 18, 1999, declaring a cash
dividend of $0.275 payable on July 1, 1999 to
shareholders of record June 11, 1999.
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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: May 18, 1999
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
Robert T. Cushing
Vice President and
Chief Financial Officer
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Exhibits Index
The following exhibits are filed herewith:
Reg S-K Exhibit No. Description Page
- ------------------ ------------------------------ --------
99(a) Press Release dated May 17, 1999 5
discussing results of the Annual Meeting
held on May 17, 1999
99(b) Letter to Shareholders dated May 18, 1999 7
discussing results of the Annual Meeting
held on May 17, 1999.
99(c) Press Release dated May 18, 1999, declaring 8
a quarterly cash dividend of $0.275 per share,
payable July 1, 1999, to the shareholders of
record at the close of business on June 11, 1999.
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Exhibit 99(a)
TRUSTCO
Bank Corp NY News Release
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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:
TRUSTCO BANK CORP NY ANNUAL MEETING:
ANOTHER RECORD YEAR FOR THE COMPANY
Schenectady, New York, May 17, 1999 - Shareholders of TrustCo Bank Corp NY
reelected four members of the Board of Directors at the Company's annual meeting
held today at the Company's headquarters. Directors Lionel O. Barthold, Richard
J. Murray, Jr., William D. Powers, and William F. Terry were elected to three
year terms, expiring in 2002, by an overwhelming majority of the shareholders.
An amendment to the Certificate of Incorporation to increase the
authorized shares from 50 million to 100 million also was approved by more than
two thirds of the shareholders.
In addition, an amendment to the Company's Stock Option Plan was approved by a
substantial majority of the shareholders.
KPMG LLP's appointment as auditors for the Company in 1999 was overwhelmingly
ratified.
In his remarks to the gathering of several hundred shareholders, CEO and
President, Robert A. McCormick stated that "1998 was another good year at
TrustCo." He projected earnings of $38 million ($1.35 per share) for the current
year. Referring to the equity capital provided by shareholders, Mr. McCormick
said, "Management should be measured on the basis of how successfully they
employ that equity. TrustCo has historically provided returns on equity in
excess of its peer group, and our expectation of a 22% return on equity for 1999
will stand out in any market. We anticipate continuing as the Capital Region
leader in the efficient delivery of banking services. Our efficiency level, at
approximately 40%, is world-class, and the best in our marketplace by far."
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TrustCo Bank Corp NY is a $2.4 billion bank holding company, and through its
subsidiary bank, Trustco Bank, National Association, operates 53 bank offices in
Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady, Schoharie, Warren
and Washington counties. In addition, the bank operates a full service Trust
Department with $1.28 billion 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.
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Exhibit 99(b)
TRUSTCO
Bank Corp NY News Release
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192 Erie Boulevard, Schenectady, New York, 12305 Robert A. McCormick
(518) 377-3311 Fax: (518) 381-3668 President and
Chief Executive Officer
Subsidiary: Trustco Bank, National Association
May 18, 1999
TO OUR SHAREHOLDERS:
I would like to report to you the results of our Annual Meeting held May 17,
1999. The TrustCo shareholders were asked to vote on four proposals this year.
All proposals were approved by overwhelming majorities of the shares
outstanding.
The first proposal dealt with the election of four directors to serve for
three-year terms. All four were elected and include:
Lionel O. Barthold, Retired Chairman, Power Technologies, Inc
Richard J. Murray, Jr., Chief Executive Officer, R.J. Murray, Inc
William D. Powers, Chairman, New York Republican State Committee
William F. Terry, Senior Vice President, Trustco Bank, N.A.
The second proposal resulted in the approval of an amendment to the Certificate
of Incorporation to increase the authorized number of shares.
The third proposal related to amendments to the 1995 TrustCo Bank Corp NY
Stock Option Plan to increase the authorized shares and to permit other
administrative changes.
The fourth proposal ratified the adoption of KPMG LLP as the independent
certified public accountants for TrustCo for 1999.
We thank all the shareholders who returned their proxies. Your support and
confidence are greatly appreciated.
I would also like to report that today the Board of Directors declared a regular
quarterly dividend of $0.275 per share. The dividend is payable July 1, 1999 to
shareholders of record at the close of business on June 11, 1999.
Thank you for the confidence you have placed in TrustCo.
Sincerely,
/s/ Robert A. McCormick
# # #
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Exhibit 99(c)
TRUSTCO
Bank Corp NY News Release
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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:
TRUSTCO DECLARES CASH DIVIDEND
Schenectady, New York - May 18, 1999
On May 18, 1999 the Board of Directors of the Company declared a
quarterly dividend of $0.275 per share, payable July 1, 1999, to the
shareholders of record at the close of business on June 11, 1999.
TrustCo is a $2.4 billion bank holding company and through its
subsidiary bank, Trustco Bank, National Association, operates 53 bank
offices in Albany, Columbia, Greene, Rensselaer, Saratoga, Schenectady,
Schoharie, Warren, and Washington counties. In addition, the bank
operates a full service Trust Department with $1.28 billion 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.
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