TRUSTCO BANK CORP N Y
8-K, 2000-07-18
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): July 18, 2000
                                                           (July 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



--------------------------------------------------------------------------------


<PAGE>

TrustCo Bank Corp NY


Item 5.           Other Events
-------           ------------
                  Two press  releases were issued on July 18, 2000,  discussing
                  second  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  July 18,  2000, with
                                                    second quarter 2000 results.

                           99(b)                    Press  release  dated  July
                                                    18,  2000,   with  second
                                                    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: July 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 July 18,
                           2000, highlighting second quarter 2000
                           results.                                        5

         99(b)             Press release dated July 18, 2000,
                           highlighting second quarter 2000 results.       6
















                                      -4-
<PAGE>
                                                               Exhibit 99(a)

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

Subsidiary:  Trustco Bank                                   NASDAQ -- TRST

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

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

TrustCo Bank Corp NY
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
<S>                                                              <C>                             <C>
                                                                 6/00                            6/99
Three Months Ended June 30:
         Net Income                                     $      10,497                           9,492
         Provision for Loan Losses                                800                           1,500

Average Equivalent Shares Outstanding:
         Basic                                             53,467,000                      53,776,000
         Diluted                                           55,146,000                      55,928,000

         Net Income per Share:
         Basic                                         $        0.196                           0.177
         Diluted                                                0.190                           0.170
Six Months Ended June 30:
         Net Income                                      $     20,767                          18,815
         Provision for Loan Losses                              1,650                           3,013

Average Equivalent Shares Outstanding:
         Basic                                             53,456,000                      53,761,000
         Diluted                                           55,168,000                      55,956,000

         Net Income per Share:
         Basic                                      $           0.388                           0.350
         Diluted                                                0.376                           0.336

Period End:
Total Assets                                                2,367,107                       2,409,016
Total Nonperforming Loans                                      11,762                          11,468
Total Nonperforming Assets                                     13,106                          13,986
Allowance for Loan Losses                                      55,389                          55,656
Allowance as a Percentage
  of Total Loans                                                 4.03%                           4.20%
</TABLE>

   All share and per share data is adjusted for 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                                   NASDAQ -- TRST

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

FOR IMMEDIATE RELEASE:

                          TRUSTCO ANNOUNCES RECORD HIGH
                  SECOND QUARTER AND YEAR TO DATE 2000 RESULTS

Schenectady, New York   July 18, 2000

TrustCo Bank Corp NY (TrustCo, NASDAQ: TRST) announced that it achieved record
quarterly results for the second quarter of 2000 and for the first six months of
the year.  The 2000  results  reflect  strong  performance  with  respect to net
interest  income,  net  interest  margin,   recurring  noninterest  income,  and
operating  efficiencies.  The performance for the first half of 2000 resulted in
TrustCo  attaining  a return  on  average  equity of 24.3% in 2000.  Making  the
announcement was Robert A. McCormick, President and Chief Executive Officer.

Net income for the second quarter of 2000 was $10.5  million,  or $0.190 diluted
earnings per share,  compared to $9.5 million,  or $0.170  diluted  earnings per
share for the second  quarter of 1999.  The second  quarter  results  reflect an
increase  of 11% in net income and 12% in  diluted  earnings  per share over the
comparable period in 1999.

Year to date  results  reflect  significant  increases  in both net  income  and
diluted  earnings per share between 1999 and 2000. For the six months ended June
30,  2000,  net income was $20.8  million  and diluted  earnings  per share were
$0.376,  compared to net income of $18.8 million and diluted  earnings per share
of $0.336 for the  comparable  six month period in 1999.  The six-month  results
reflect an increase of 10% in net income and 12% in diluted  earnings  per share
for 2000 compared to the six-month period in 1999.

Commenting on the results for 2000, Mr.  McCormick  stated " It is gratifying to
continue what has been in excess of a 15 year trend of record  earnings  growth.
The current

                                     -More-

                                      -6-

<PAGE>

quarter and the year to date 2000 results are tremendous,  and set the stage for
continued growth into the second half of this year. These record results are the
product of executing several initiatives at TrustCo to increase interest income,
strengthen asset quality, and reduce operating expenses."

For the quarter, the taxable equivalent net interest income increased from $24.0
million in 1999 to $25.9 million in 2000, an increase of 8%.  Likewise,  the net
interest  margin  increased  from 4.07% in 1999 to 4.53% in 2000.  The six month
results for taxable  equivalent net interest  income and net interest margin are
$47.4 million and 4.01% in 1999 compared to $51.4 million and 4.50% in 2000. Mr.
McCormick noted "The growth in the net interest income is significant because it
is the single greatest  contributor to the growth in net income.  We have worked
hard  at  identifying  opportunities  to  expand  net  interest  income  through
increases  in our  loan  and  securities  portfolios,  while  at the  same  time
controlling the cost of our deposits and  borrowings.  I believe that our record
2000 results reflect the success that we have had to date in this area."

For 2000, TrustCo has an operating efficiency ratio of 37.4% for the quarter and
37.8% for the six-month results. This compares to the operating efficiency ratio
for 1999's  second  quarter  of 38.3% and the  six-month  results  of 39.8%.  "A
consistent  element  of our  strategy  is to  expand  the  value of the  TrustCo
franchise while at the same time  maintaining our operating costs at levels that
place us among the most efficient banking  operations in the nation. In the June
2000 issue of the ABA  Banking  Journal was an article  titled "  Banking's  Top
Performers"  which  identified  TrustCo as the fifth most  efficient bank in the
country  and the  twelfth  strongest  bank with  respect to return on equity for
1999. It's nice to get that type of recognition from such a nationally respected
publication " noted McCormick.

The most critical measure of the overall  performance of a banking entity is the
return on  equity.  The  second  quarter  return  on  equity  was 24.4% for 2000
compared to 22.5% for 1999.  The  six-month  return on equity was 24.3% for 2000
compared to 22.5% for 1999. The target return on equity for 2000 is 23%, and Mr.
McCormick  noted  "we are  heading  into  the  second  half of  this  year  with
tremendous momentum".

Also during the second  quarter,  TrustCo  paid common  stock cash  dividends of
0.150 per share in 2000 compared to $0.138 in 1999.  For the six months of 2000,
TrustCo has paid  $0.300 per share in common  stock cash  dividends  compared to
$0.275 per share in 1999.  The year to date cash  dividends paid to common stock
shareholders represents a dividend payout of 77% of net income in 2000.

With respect to the Landmark Financial Corp.  acquisition,  Mr. McCormick said "
we are  anxious  to  complete  this  transaction  and to have  the  staff  fully
integrated into the

                                     -More-

                                      -7-

<PAGE>

TrustCo  organization.  With the expanded  services  and  products  that TrustCo
offers,  we think we can service this community well." The Landmark  shareholder
vote on the TrustCo  acquisition  is scheduled for July 27, 2000 with the actual
merger occurring shortly thereafter.

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 $1.34 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) changes in the regulatory environment,  and (5) 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
                                                          06/30/2000                  03/31/2000                    06/30/99
Summary of operations
<S>                                                          <C>                          <C>                         <C>
   Net interest income (TE)                                  $25,899                      25,480                      23,983
   Provision for loan losses                                     800                         850                       1,500
   Net securities transactions                                (2,320)                     (1,049)                       (657)
   Noninterest income                                          5,375                       4,851                       4,907
   Noninterest expense                                        11,432                      11,922                      11,353
   Net income                                                 10,497                      10,270                       9,492

Per common share (1)
   Net income per share:
          - Basic                                              0.196                       0.192                       0.177
          - Diluted                                            0.190                       0.186                       0.170
   Cash dividends                                              0.150                       0.150                       0.138
   Book value at period end                                    3.30                        3.19                        3.29
   Market price at period end                                 12.50                       11.69                       13.44

At period end
   Full time equivalent employees                               467                         458                         465
   Full service banking offices                                  53                          53                          53

Performance ratios
   Return on average assets                                    1.79 %                      1.76                        1.56 %
   Return on average equity (2)                               24.36                       24.24                       22.48
   Efficiency (3)                                             37.38                       38.31                       38.33
   Net interest spread (TE)                                    4.03                        4.00                        3.60
   Net interest margin (TE)                                    4.53                        4.47                        4.07
   Dividend payout ratio                                      76.33                       78.07                       77.83

Capital ratios at period end (4)
   Total equity to assets                                      7.31                        7.24                        7.02
   Tier 1 risk adjusted capital                               13.86                       13.66                       13.08
   Total risk adjusted capital                                15.15                       14.95                       14.37

Asset quality analysis at period end
   Nonperforming loans to total loans                          0.86                        0.75                        0.87
   Nonperforming assets to total assets                        0.55                        0.50                        0.58
   Allowance for loan losses to total loans                    4.03                        4.11                        4.20
   Coverage ratio (5)                                           4.7 X                       5.5 X                       4.9 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>

                                                                  Six Months Ended
                                                       06/30/2000                    06/30/99
Summary of operations
<S>                                                       <C>                          <C>
   Net interest income (TE)                               $51,379                      47,370
   Provision for loan losses                                1,650                       3,013
   Net securities transactions                             (3,369)                     (1,077)
   Noninterest income                                      10,226                      10,747
   Noninterest expense                                     23,354                      23,555
   Net income                                              20,767                      18,815

Per common share (1)
   Net income per share:
          - Basic                                           0.388                       0.350
          - Diluted                                         0.376                       0.336
   Cash dividends                                           0.300                       0.275
   Book value at period end                                  3.30                        3.29
   Market price at period end                               12.50                       13.44

Performance ratios
   Return on average assets                                  1.78 %                      1.56
   Return on average equity (2)                             24.30                       22.47
   Efficiency (3)                                           37.84                       39.79
   Net interest spread (TE)                                  4.02                        3.54
   Net interest margin (TE)                                  4.50                        4.01
   Dividend payout ratio                                    77.19                       78.62

</TABLE>

                                      -10-
<PAGE>

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
 <TABLE>
<CAPTION>
                                                       06/30/2000                    12/31/99                    06/30/99
ASSETS
<S>                                                      <C>                          <C>                         <C>
  Loans, net                                             $1,319,680                   1,293,989                   1,269,893
  Securities available for sale                             661,478                     640,830                     713,174
  Other short-term investments                                7,902                       9,970                           0
  Federal funds sold                                        243,000                     266,000                     293,000

     Total earning assets                                 2,232,060                   2,210,789                   2,276,067

  Cash and due from banks                                    36,325                      54,542                      42,230
  Bank premises and equipment                                16,104                      16,209                      15,775
  Other assets                                               82,618                      82,482                      74,944

     Total assets                                        $2,367,107                   2,364,022                   2,409,016

LIABILITIES
  Deposits:
     Demand                                                $167,425                     155,313                     151,142
     Interest-bearing checking                              270,710                     272,384                     257,300
     Savings                                                630,278                     641,650                     672,855
     Money Market                                            56,180                      58,557                      60,613
     Certificates of deposit > $100 thou                    119,340                     115,636                     115,277
     Other time deposits                                    735,211                     751,369                     787,544

       Total deposits                                     1,979,144                   1,994,909                   2,044,731

  Short-term borrowings                                     162,109                     152,782                     142,178
  Other liabilities                                          49,722                      49,975                      45,579

     Total liabilities                                    2,190,975                   2,197,666                   2,232,488

SHAREHOLDERS' EQUITY                                        176,132                     166,356                     176,528

     Total liabilities and
       shareholders' equity                              $2,367,107                   2,364,022                   2,409,016

Number of common shares
  outstanding, in thousands                                  53,444                      53,408                      53,671
</TABLE>

                                      -11-
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                              06/30/2000                  03/31/2000                    06/30/99
Interest income
<S>                                                              <C>                          <C>                         <C>
     Loans                                                       $27,779                      27,432                      26,466
     Investments                                                  11,373                      11,225                      10,950
     Federal funds sold                                            3,880                       3,587                       4,182

          Total interest income                                   43,032                      42,244                      41,598

Interest expense
     Deposits                                                     16,190                      16,055                      17,132
     Borrowings                                                    2,035                       1,746                       1,481

          Total interest expense                                  18,225                      17,801                      18,613

          Net interest income                                     24,807                      24,443                      22,985

Provision for loan losses                                            800                         850                       1,500

          Net interest income after
            provision for loan losses                             24,007                      23,593                      21,485

Net securities transactions                                       (2,320)                     (1,049)                       (657)
Noninterest income                                                 5,375                       4,851                       4,907
Noninterest expense                                               11,432                      11,922                      11,353

Income before income taxes                                        15,630                      15,473                      14,382
Income tax expense                                                 5,133                       5,203                       4,890

Net income                                                       $10,497                      10,270                       9,492


Net income per share:
          - Basic                                                 $0.196                       0.192                       0.177
          - Diluted                                                0.190                       0.186                       0.170

Avg equivalent shares outstanding, in thousands:
          - Basic                                                 53,467                      53,444                      53,776
          - Diluted                                               55,146                      55,189                      55,928
</TABLE>

                                      -12-
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                             Six Months Ended
                                                                 06/30/2000                    06/30/99

Interest income
<S>                                                                 <C>                          <C>
     Loans                                                          $55,211                      53,026
     Investments                                                     22,598                      21,840
     Federal funds sold                                               7,467                       8,398

          Total interest income                                      85,276                      83,264

Interest expense
     Deposits                                                        32,245                      34,923
     Borrowings                                                       3,781                       2,929

          Total interest expense                                     36,026                      37,852

          Net interest income                                        49,250                      45,412

Provision for loan losses                                             1,650                       3,013

          Net interest income after
            provision for loan losses                                47,600                      42,399

Net securities transactions                                          (3,369)                     (1,077)
Noninterest income                                                   10,226                      10,747
Noninterest expense                                                  23,354                      23,555

Income before income taxes                                           31,103                      28,514
Income tax expense                                                   10,336                       9,699

Net income                                                          $20,767                      18,815


Net income per share:
          - Basic                                                    $0.388                       0.350
          - Diluted                                                   0.376                       0.336

Avg equivalent shares outstanding, in thousands:
          - Basic                                                    53,456                      53,761
          - Diluted                                                  55,168                      55,956
</TABLE>

                                      -13-

<PAGE>

CONSOLIDATED AVERAGE BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                     06/30/2000                  03/31/2000                    06/30/99
<S>                                                  <C>                          <C>                         <C>
Total assets                                         $2,357,061                   2,347,207                   2,433,144
Shareholders' equity                                    172,073                     165,477                     184,460
Total loans                                           1,361,820                   1,353,172                   1,324,286
Interest earning assets                               2,283,669                   2,274,660                   2,356,714
Interest-bearing liabilities                          1,976,384                   1,978,639                   2,058,334



                                                          Six Months Ended
                                                     06/30/2000                    06/30/99

Total assets                                         $2,352,134                   2,437,974
Shareholders' equity                                    168,775                     185,506
Total loans                                           1,357,496                   1,321,662
Interest earning assets                               2,279,164                   2,356,806
Interest-bearing liabilities                          1,977,511                   2,063,802
</TABLE>

                                      -14-



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