TRUSTCO BANK CORP N Y
8-K, 2000-01-18
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): January 18, 2000
                                                        (January 18, 2000)

                          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






                                     -1-
<PAGE>




TrustCo Bank Corp NY


Item 5.        Other Events

               On January 18, 2000,  TrustCo Bank Corp NY ("TrustCo") issued two
               press releases with year to date and fourth  quarter  results for
               the period ending  December 31, 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 of January 18, 2000,
                                  for the period ending December 31, 1999,
                                  regarding year to date and fourth quarter
                                  results.



                  99(b)           Press  Release of January 18,  2000,  for the
                                  period  ending  December  31,  1999, regarding
                                  year to date and fourth 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.


Dated: January 18, 2000



                                               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                5
                            of January 18, 2000,  for the
                            period  ending  December 31, 1999,
                            regarding year to date and fourth
                            quarter results.

   99(b)                    Press Release of January  18,           6
                            2000,  for the period ending
                            December 31, 1999,  regarding
                            year to date and fourth 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


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


FOR IMMEDIATE RELEASE: Schenectady, New York - January 18, 2000

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

<TABLE>

                                                                12/99                           12/98
Three Months Ended December 31:
<S>                                                    <C>                                <C>
       Net Income                                       $       9,398                           8,762
         Provision for Loan Losses                              1,050                           1,230

Average Equivalent Shares Outstanding:
         Basic                                             53,541,000                      53,589,000
         Diluted                                           55,778,000                      56,029,000

         Net Income per Share:
         Basic                                          $        0.18                            0.16
         Diluted                                                 0.17                            0.16
Twelve Months Ended December 31:
         Net Income                                     $      38,185                          35,015
         Provision for Loan Losses                              5,063                           4,610

Average Equivalent Shares Outstanding:
         Basic                                             53,696,000                      53,627,000
         Diluted                                           55,910,000                      55,907,000

         Net Income per Share:
         Basic                                          $        0.71                            0.65
         Diluted                                                 0.68                            0.63

Period End:
Total Assets                                                2,364,022                       2,485,080
Total Nonperforming Loans                                       9,921                          12,383
Total Nonperforming Assets                                     11,692                          17,557
Allowance for Loan Losses                                      55,820                          54,375
Allowance as a Percentage
  of Total Loans                                                 4.14%                           4.11%


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


</TABLE>

                                      - 5 -
<PAGE>

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


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


          TRUSTCO ANNOUNCES FULL YEAR AND FOURTH QUARTER 1999 RESULTS

Schenectady, New York - January 18, 2000

TrustCo Bank Corp NY (TrustCo,  NASDAQ: TRST) today announced record results for
1999. Net income for the full year 1999 was $38.2  million,  an increase of $3.2
million or 9% over net income of $35.0  million for 1998.  Diluted  earnings per
share were $0.68 for 1999, an increase of 8%, compared to the $0.63 earnings per
share in 1998. Return on average equity and return on average assets were 22.52%
and 1.58%  respectively for 1999 and 21.47% and 1.44% respectively for 1998.

Net income for the fourth  quarter of 1999 was $9.4  million,  an increase of 7%
from the $8.8 million reported in the fourth quarter 1998.  Diluted earnings per
share  were  $0.17  for the  quarter,  or 6%  greater  than the  $0.16 per share
reported  in 1998's  fourth  quarter.  Return on  average  equity  and return on
average  assets for the fourth  quarter were 21.92% and 1.58%  respectively  for
1999, compared to 20.90% and 1.42% respectively for the fourth quarter of 1998.

All per share  results for 1999 and 1998 have been  adjusted for the two for one
stock split declared in 1999.

Highlights
Robert A. McCormick,  TrustCo's  President and Chief Executive Officer commented
on the strong  results for the quarter and full year 1999.  "The results for the
fourth  quarter  and for all of 1999 are right on target  with our plans for the
year and  establish a strong  foundation to move forward into the year 2000 with
our plans for a return on average  equity of 23%. I am very  encouraged by these
results as an indication  that our banking  strategy of delivering  high quality
services through our network of community based branches is not only meeting our
customers  needs,  but also  providing  the  desired  financial  results for our
shareholders".

"With respect to the Year 2000 computer concerns,  I was pleased to see that all
of our planning and testing led to a successful  transition  of our systems into
the new millennium.  We experienced no difficulties  with our computer  systems,
and have had consistently  smooth operations since the century date change. I am
happy to have this project behind us," said Mr. McCormick.





                                      - 6 -
<PAGE>


TrustcoBankUSA.com
Earlier in 1999, TrustCo announced plans to launch a service delivery channel on
the Internet under the banner of "TrustcoBankUSA".  Commenting on the plans, Mr.
McCormick stated,  "We are on track for our web based service delivery mechanism
to be  operational in the first half of 2000. We will  principally  utilize this
delivery channel for deposit gathering and bill paying functions for new account
relationships that are looking for web only access.  TrustCo is dedicated to the
physical network of community based branches that we have developed, but we also
need to recognize  the growing  element of our customer base that is looking for
service  delivery  utilizing  non-traditional  methods.  TrustcoBankUSA  is  our
solution."

TrustcoBankUSA  will  operate as a division  of Trustco  Bank,  N.A.,  and offer
deposit accounts and bill payment via Internet access.

Full Year 1999 Results
Net income for 1999 was $38.2 million,  an increase of 9% over the net income of
$35.0  million in 1998.  The  increase  in net income  combined  with  TrustCo's
capital  management  process  resulted in a return on average equity for 1999 of
22.52%.

TrustCo's  efficiency  ratio  for 1999 was  38.62%  compared  to 40.26% in 1998.
Commenting  on these results Mr.  McCormick  noted "The delivery of high quality
banking  services at the lowest cost  possible is the hallmark of this  Company.
Year after year we are rated among the most efficient banks in the country.  The
results for 1999 are world class."

During 1999,  TrustCo paid 79% of its net income to  shareholders in the form of
cash dividends.  As Mr. McCormick noted,  TrustCo's operating  philosophy "is to
return to our owners any excess capital that cannot be  effectively  utilized by
the Company while at the same time maintaining  adequate capital to qualify as a
well capitalized institution for regulatory purposes". Also, during 1999 TrustCo
declared a two for one stock split and  increased  the annual  cash  dividend to
$0.60 per share.

Also during 1999, the average total assets balance at TrustCo decreased by $22.0
million to $2.4  billion.  Commenting on this Mr.  McCormick  noted "For 1999 we
developed a plan to  eliminate a  significant  amount of the high cost  deposits
that had accumulated in the Bank,  while at the same time increasing our overall
net interest margin. We decreased deposits on average by $26 million during 1999
as a result of changing our deposit pricing philosophy, and we increased our net
interest  margin by 35 basis points to 4.16% for the year. The increased  margin
was especially  important  because it resulted from 63 basis points reduction in
deposit  cost and an increase in the relative  balance of our funds  invested in
higher yielding  investments and loans in 1999 versus 1998." The increase in net
interest margin  resulted in an increase in the taxable  equivalent net interest
income of $8.1 million for 1999.

Fourth Quarter Results
Net income of $9.4  million for the fourth  quarter of 1999 was 7% greater  than
the $8.8 million for the same period in 1998.  Return on average  equity for the


                                      - 7 -
<PAGE>

fourth  quarter was 21.92% for 1999 compared to 20.90% for 1998.  The efficiency
ratio for the quarter was 37.58% in 1999 and 41.92% in 1998.

During the  quarter  the  provision  for loan  losses  was $1.1  million in 1999
compared to $1.2  million  in1998.  Securities  transactions  during the quarter
resulted  in losses of $3.2  million in 1999  compared  to  securities  gains of
approximately $700 thousand in 1998. At December 31,  1999, nonperforming assets
had  decreased  to $11.7  million from $12.2  million at September  30, 1999 and
$17.6  million at December 31, 1998.  The  allowance  for loan losses  increased
slightly  to  $55.8  million  at  year-end  1999 and  represents  4.14% of loans
outstanding.

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 $1.37 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

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

Summary of operations
<S>                                                               <C>                          <C>                         <C>
 Net interest income (TE)                                          $25,036                      24,788                      22,197
   Provision for loan losses                                         1,050                       1,000                       1,230
   Net securities transactions                                      (3,216)                     (1,153)                        727
   Noninterest income                                                5,064                       5,051                       6,779
   Noninterest expense                                              10,581                      11,500                      14,180
   Net income                                                        9,398                       9,972                       8,762

Per common share (1)
   Net income per share:
          - Basic                                                     0.18                        0.19                        0.16
          - Diluted                                                   0.17                        0.18                        0.16
   Cash dividends                                                    0.150                       0.138                       0.138
   Book value at period end                                           3.11                        3.21                        3.47
   Market price at period end                                        13.25                       14.77                       15.00

At period end
   Full time equivalent employees                                      455                         466                         480
   Full service banking offices                                         53                          53                          53

Performance ratios
   Return on average assets                                           1.58 %                      1.64                        1.42
   Return on average equity (2)                                      21.92                       23.22                       20.90
   Efficiency (3)                                                    37.58                       37.41                       41.92
   Net interest spread (TE)                                           3.92                        3.78                        3.30
   Net interest margin (TE)                                           4.39                        4.25                        3.79
   Dividend payout ratio                                             85.54                       74.17                       84.24

Capital ratios at period end (4)
   Total equity to assets                                             7.13                        7.09                        6.78
   Tier 1 risk adjusted capital                                      13.55                       13.27                       12.77
   Total risk adjusted capital                                       14.84                       14.56                       14.06

Asset quality analysis at period end
   Nonperforming loans to total loans                                 0.73                        0.74                        0.94
   Nonperforming assets to total assets                               0.49                        0.51                        0.71
   Allowance for loan losses to total loans                           4.14                        4.17                        4.11
   Coverage ratio (5)                                                 5.6 X                       5.6 X                       4.4 X

(1)  All share and per share information is adjusted for 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
<TABLE>
<CAPTION>

                                                                Twelve Months Ended
                                                        12/31/99                    12/31/98
Summary of operations
<S>                                                     <C>                         <C>
   Net interest income (TE)                              $97,195                      89,117
   Provision for loan losses                               5,063                       4,610
   Net securities transactions                            (5,446)                        998
   Noninterest income                                     20,862                      21,124
   Noninterest expense                                    45,636                      48,765
   Net income                                             38,185                      35,015

Per common share (1)
   Net income per share:
          - Basic                                           0.71                        0.65
          - Diluted                                         0.68                        0.63
   Cash dividends                                           0.563                       0.496
   Book value at period end                                 3.11                        3.47
   Market price at period end                              13.25                       15.00

Performance ratios
   Return on average assets                                 1.58 %                      1.44
   Return on average equity (2)                            22.52                       21.47
   Efficiency (3)                                          38.62                       40.26
   Net interest spread (TE)                                 3.70                        3.33
   Net interest margin (TE)                                 4.16                        3.81
   Dividend payout ratio                                   79.16                       75.97












</TABLE>

                                     - 10 -
<PAGE>


CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
                                                               12/31/99                    12/31/98

ASSETS
<S>                                                        <C>                          <C>
  Loans, net                                                 $1,293,989                   1,268,328
  Securities available for sale                                 640,830                     717,410
  Other short-term investments                                    9,970                      24,979
  Federal funds sold                                            266,000                     358,000
                                                         ---------------------------------------------

     Total earning assets                                     2,210,789                   2,368,717

  Cash and due from banks                                        54,542                      41,950
  Bank premises and equipment                                    16,209                      17,022
  Other assets                                                   82,482                      57,391
                                                        ----------------------------------------------

     Total assets                                            $2,364,022                   2,485,080
                                                     ====================================================
LIABILITIES
  Deposits:
     Demand                                                    $155,313                     154,358
     Interest-bearing checking                                  272,384                     266,027
     Savings                                                    641,650                     660,376
     Money Market                                                58,557                      58,061
     Certificates of deposit > $100 thou                        115,636                     139,310
     Other time deposits                                        751,369                     829,282
                                                       -----------------------------------------------

       Total deposits                                         1,994,909                   2,107,414

  Short-term borrowings                                         152,782                     147,924
  Other liabilities                                              49,975                      43,900
                                                       ------------------------------------------------

     Total liabilities                                        2,197,666                   2,299,238

SHAREHOLDERS' EQUITY                                            166,356                     185,842
                                                       ------------------------------------------------

     Total liabilities and
       shareholders' equity                                  $2,364,022                   2,485,080
                                                   ========================================================

Number of common shares
  outstanding, in thousands                                      53,408                      53,585




</TABLE>



                                    - 11 -
<PAGE>


CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                         12/31/99                    09/30/99                    12/31/98

Interest income
<S>                                                     <C>                          <C>                         <C>
     Loans                                               $27,002                      26,706                      27,222
     Investments                                          11,147                      11,453                      10,758
     Federal funds sold                                    3,701                       3,932                       4,679
                                                  ---------------------------------------------------------------------------

          Total interest income                           41,850                      42,091                      42,659

Interest expense
     Deposits                                             16,319                      16,799                      19,907
     Borrowings                                            1,571                       1,472                       1,422
                                                  ---------------------------------------------------------------------------

          Total interest expense                          17,890                      18,271                      21,329
                                                  --------------------------------------------------------------------------

          Net interest income                             23,960                      23,820                      21,330

Provision for loan losses                                  1,050                       1,000                       1,230
                                                  --------------------------------------------------------------------------
         Net interest income after
            provision for loan losses                     22,910                      22,820                      20,100

Net securities transactions                               (3,216)                     (1,153)                        727
Noninterest income                                         5,064                       5,051                       6,779
Noninterest expense                                       10,581                      11,500                      14,180
                                                  --------------------------------------------------------------------------

Income before income taxes                                14,177                      15,218                      13,426
Income tax expense                                         4,779                       5,246                       4,664
                                                  --------------------------------------------------------------------------

Net income                                                $9,398                       9,972                       8,762
                                                  ==========================================================================


Net income per share:
          - Basic                                         $0.18                        0.19                        0.16
          - Diluted                                        0.17                        0.18                        0.16

Avg equivalent shares outstanding, in thousands:
          - Basic                                         53,541                      53,722                      53,589
          - Diluted                                       55,778                      55,952                      56,029
                                                 ===========================================================================


</TABLE>


                                      - 12 -

<PAGE>

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

                                                                                     Twelve Months Ended
                                                                             12/31/99                    12/31/98

Interest income
<S>                                                                         <C>                          <C>
     Loans                                                                   $106,734                     110,635
     Investments                                                               44,440                      40,879
     Federal funds sold                                                        16,031                      22,536
                                                                        ------------------------------------------------

          Total interest income                                              167,205                     174,050

Interest expense
     Deposits                                                                 68,041                      81,596
     Borrowings                                                                5,972                       6,751
                                                                       --------------------------------------------------

          Total interest expense                                              74,013                      88,347
                                                                       --------------------------------------------------

          Net interest income                                                 93,192                      85,703

Provision for loan losses                                                      5,063                       4,610
                                                                       --------------------------------------------------

          Net interest income after
            provision for loan losses                                         88,129                      81,093

Net securities transactions                                                   (5,446)                        998
Noninterest income                                                            20,862                      21,124
Noninterest expense                                                           45,636                      48,765
                                                                       --------------------------------------------------

Income before income taxes                                                    57,909                      54,450
Income tax expense                                                            19,724                      19,435
                                                                       --------------------------------------------------

Net income                                                                   $38,185                      35,015
                                                                      ===================================================


Net income per share:
          - Basic                                                              $0.71                        0.65
          - Diluted                                                             0.68                        0.63

Avg equivalent shares outstanding, in thousands:
          - Basic                                                             53,696                      53,627
          - Diluted                                                           55,910                      55,907
                                                                     ====================================================

</TABLE>


                                     - 13 -
<PAGE>

CONSOLIDATED AVERAGE BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                    12/31/99                    09/30/99                    12/31/98
<S>                                                   <C>                         <C>                          <C>

Total assets                                           $2,362,258                   2,407,449                   2,450,492
Shareholders' equity                                      172,636                     174,485                     186,084
Total loans                                             1,342,352                   1,331,901                   1,323,228
Interest earning assets                                 2,289,312                   2,340,493                   2,355,604
Interest-bearing liabilities                            1,986,938                   2,032,121                   2,075,911



                                                                 Twelve Months Ended
                                                         12/31/99                    12/31/98

Total assets                                           $2,411,195                   2,433,238
Shareholders' equity                                      179,484                     180,103
Total loans                                             1,329,458                   1,311,967
Interest earning assets                                 2,335,682                   2,338,838
Interest-bearing liabilities                            2,036,442                   2,073,276


</TABLE>


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