TRUSTCO BANK CORP N Y
8-K, 2000-04-18
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): April 18, 2000
                                                         (April 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

        Two  press  releases  were issued on April 18, 2000,  discussing  first
        quarter results for 2000.  Attached are the press releases labeled as
        exhibit 99(a) and 99(b).




Item 7 (c) Exhibits


        Reg S-K Exhibit No.                Description
             99(a)                         One page press release dated
                                           April 18,  2000,  with first quarter
                                           2000 results.

             99(b)                         Press release dated April 18, 2000,
                                           with first quarter 2000 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: April 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)                 One page press release dated April 18,
                        2000, highlighting first quarter 2000
                        results.                                        5

  99(b)                 Press release dated April 18, 2000,
                        highlighting first quarter 2000 results.        6






                                       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

Schenectady, New York - April 18, 2000

FOR IMMEDIATE RELEASE:

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

                                                                 3/00                            3/99
Three Months Ended March 31:
<S>                                                     <C>                                <C>
         Net Income                                     $      10,270                           9,323
         Provision for Loan Losses                                850                           1,513

Average Equivalent Shares Outstanding:
         Basic                                             53,444,000                      53,747,000
         Diluted                                           55,189,000                      55,985,000

         Net Income per Share:
         Basic                                          $       0.192                           0.173
         Diluted                                                0.186                           0.167


Period End:
Total Assets                                                2,353,653                       2,434,163
Total Nonperforming Loans                                      10,129                          12,107
Total Nonperforming Assets                                     11,729                          15,057
Allowance for Loan Losses                                      55,666                          54,772
Allowance as a Percentage
  of Total Loans                                                 4.11%                           4.16%

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

                                                        # # #
</TABLE>




                                       5
<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:

              TRUSTCO ANNOUNCES RECORD FIRST QUARTER 2000 RESULTS;
                           NET INCOME INCREASE OF 10%

Schenectady, New York - April 18, 2000

TrustCo  Bank Corp NY  (TrustCo,  NASDAQ:  TRST) today  announced  record  first
quarter earnings  results.  Net income for the three months ended March 31, 2000
was $10.3 million compared to $9.3 million for 1999, an increase of 10%. Diluted
earnings per share were $0.186 for the first quarter 2000 compared to $0.167 for
1999,  an  increase  of 11%.  Return on  average  assets  and  return on average
stockholders'  equity  were 1.76% and 24.24% for 2000,  and 1.55% and 22.45% for
1999, respectively.

Robert A. McCormick,  TrustCo's  President and Chief Executive Officer noted " I
am  delighted  by the first  quarter's  results,  and  expect  that 2000 will be
another record year for TrustCo.  We have achieved strong operating  performance
so far,  and I am  especially  pleased  with the growth in the income from Trust
services which is up 11.5% over last year."

The first  quarter  2000 results  highlight  the  significant  growth in taxable
equivalent  net interest  income from $23.4  million in 1999 to $25.5 million in
2000, an increase of 9%. The growth in taxable equivalent net interest income is
a result of reductions in deposit  costs  complemented  by growth in income from
earning assets. Commenting on this significant development, Mr. McCormick stated
" we have positioned  TrustCo to take advantage of market  opportunities as they
become available.  During 1999, we successfully  executed a deleveraging program
to reduce the absolute  level of high cost deposits in our bank,  resulting in a
reduction in deposit yields from 3.75% in the first quarter of 1999 to 3.53% for
the  comparable  period in 2000.  During the first  quarter of this year we have
taken advantage of higher interest rates in the marketplace and redeployed funds
from  overnight  investments  into  our loan and  securities  portfolios.  These
actions  have  resulted in an increase  in the average  yield on earning  assets
rising  from 7.26% in 1999 to 7.62% in 2000.  These  strategic  moves  provide a


                                       6
<PAGE>

strong  foundation for future profit growth and will continue to benefit TrustCo
for the remainder of this year."  TrustCo's goal for 2000 is a return on average
stockholders' equity of 23% for the year.

Continued focus on expense  controls has resulted in a first quarter  efficiency
ratio of 38.3% for 2000  compared to 41.3% for 1999.  TrustCo  has  consistently
been  recognized as a leader in expense  control,  and the first quarter results
continue that tradition. Mr. McCormick noted " The consistently strong financial
results that TrustCo has posted over the last 15 years are the result of a focus
on the  fundamentals.  We are  proud of our  expense  control  policies  and the
additional shareholder value that they have created ". During the first quarter,
TrustCo  received the  SalomonSmithBarney  1999 Mid-Cap Bank Monitor Award for a
first place ranking in operating efficiency.

Also during the first  quarter  TrustCo  announced  the signing of a  definitive
agreement to acquire  Landmark  Financial Corp.  Landmark is the holding company
for  Landmark  Community  Bank  located  in  Canajoharie.   TrustCo  anticipates
retaining  the savings bank  charter  from  Landmark in order to launch a second
banking subsidiary under the banner of Trustco Savings Bank. Commenting on these
developments,  Mr. McCormick noted " With the addition of Landmark, we will have
a full range of banking  delivery  vehicles;  Trustco Bank, N.A., our commercial
bank,  TrustcoBankUSA,  our internet delivery  network,  and now Trustco Savings
Bank  as our  savings  bank  affiliate.  These  entities  give  TrustCo  all the
flexibility needed to successfully compete in the 21st century."

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 $1.4 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.


                                      # # #



                                       7
<PAGE>


TRUSTCO BANK CORP NY
SCHENECTADY, NY


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

                                                              Three Months Ended
                                                 03/31/2000        12/31/99        03/31/99
Summary of operations
<S>                                                 <C>              <C>             <C>
   Net interest income (TE)                         $25,480          25,036          23,387
   Provision for loan losses                            850           1,050           1,513
   Net securities transactions                       (1,049)         (3,216)           (420)
   Noninterest income                                 4,851           5,064           5,840
   Noninterest expense                               11,922          10,581          12,202
   Net income                                        10,270           9,398           9,323

Per common share (1)
   Net income per share:
          - Basic                                     0.192           0.176           0.173
          - Diluted                                   0.186           0.168           0.167
   Cash dividends                                     0.150           0.150           0.138
   Book value at period end                            3.19            3.11            3.44
   Market price at period end                         11.69           13.25           12.50

At period end
   Full time equivalent employees                       458             455             477
   Full service banking offices                          53              53              53

Performance ratios
   Return on average assets                            1.76 %          1.58            1.55 %
   Return on average equity (2)                       24.24           21.92           22.45
   Efficiency (3)                                     38.31           37.58           41.31
   Net interest spread (TE)                            4.00            3.92            3.49
   Net interest margin (TE)                            4.47            4.39            3.94
   Dividend payout ratio                              78.07           85.54           79.42

Capital ratios at period end (4)
   Total equity to assets                              7.24            7.13            6.98
   Tier 1 risk adjusted capital                       13.66           13.55           13.14
   Total risk adjusted capital                        14.95           14.84           14.43

Asset quality analysis at period end
   Nonperforming loans to total loans                  0.75            0.73            0.92
   Nonperforming assets to total assets                0.50            0.49            0.62
   Allowance for loan losses to total loans            4.11            4.14            4.16
   Coverage ratio (5)                                   5.5 X           5.6 X           4.5 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>


                                       8
<PAGE>


CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>


                                                 03/31/2000        12/31/99        03/31/99


ASSETS

<S>                                              <C>              <C>             <C>
  Loans, net                                     $1,298,824       1,293,989       1,263,416
  Securities available for sale                     653,593         640,830         681,160
  Other short-term investments                        7,783           9,970               0
  Federal funds sold                                258,000         266,000         364,000

     Total earning assets                         2,218,200       2,210,789       2,308,576

  Cash and due from banks                            35,308          54,542          38,233
  Bank premises and equipment                        16,223          16,209          15,824
  Other assets                                       83,922          82,482          71,530

     Total assets                                $2,353,653       2,364,022       2,434,163

LIABILITIES
  Deposits:
     Demand                                        $163,730         155,313         146,107
     Interest-bearing checking                      273,283         272,384         261,458
     Savings                                        641,036         641,650         665,592
     Money Market                                    56,437          58,557          58,941
     Certificates of deposit > $100 thou            121,028         115,636         122,053
     Other time deposits                            735,544         751,369         806,407

       Total deposits                             1,991,058       1,994,909       2,060,558

  Short-term borrowings                             145,034         152,782         144,350
  Other liabilities                                  47,017          49,975          44,038

     Total liabilities                            2,183,109       2,197,666       2,248,946

SHAREHOLDERS' EQUITY                                170,544         166,356         185,217

     Total liabilities and
       shareholders' equity                      $2,353,653       2,364,022       2,434,163

Number of common shares
  outstanding, in thousands                          53,417          53,408          53,822

</TABLE>



                                       9
<PAGE>

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

                                                              Three Months Ended
                                                 03/31/2000        12/31/99        03/31/99

Interest income
<S>                                                 <C>              <C>             <C>
     Loans                                          $27,432          27,002          26,560
     Investments                                     11,225          11,147          10,890
     Federal funds sold                               3,587           3,701           4,216

          Total interest income                      42,244          41,850          41,666

Interest expense
     Deposits                                        16,055          16,319          17,791
     Borrowings                                       1,746           1,571           1,448

          Total interest expense                     17,801          17,890          19,239

          Net interest income                        24,443          23,960          22,427

Provision for loan losses                               850           1,050           1,513

          Net interest income after
            provision for loan losses                23,593          22,910          20,914

Net securities transactions                          (1,049)         (3,216)           (420)
Noninterest income                                    4,851           5,064           5,840
Noninterest expense                                  11,922          10,581          12,202

Income before income taxes                           15,473          14,177          14,132
Income tax expense                                    5,203           4,779           4,809

Net income                                          $10,270           9,398           9,323


Net income per share:
          - Basic                                    $0.192           0.176           0.173
          - Diluted                                   0.186           0.168           0.167

Avg equivalent shares outstanding, in thousands:
          - Basic                                    53,444          53,541          53,747
          - Diluted                                  55,189          55,778          55,985



</TABLE>

                                       10
<PAGE>


CONSOLIDATED AVERAGE BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                 03/31/2000        12/31/99        03/31/99

<S>                                              <C>              <C>             <C>
Total assets                                     $2,347,207       2,362,258       2,442,857
Shareholders' equity                                165,477         172,636         186,563
Total loans                                       1,353,172       1,342,352       1,319,010
Interest earning assets                           2,274,660       2,289,312       2,356,900
Interest-bearing liabilities                      1,978,639       1,986,938       2,069,330

</TABLE>


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