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): August 16, 2005
(August 16, 2005)
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
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(Commission File Number) (IRS Employer Identification No.)
5 Sarnowski Drive, Glenville, New York 12302
(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 1.01 Entry Into A Material Definitive Agreement
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On August 16, 2005, the Board of Directors of TrustCo
announced that Chairman Robert A. McCormick has agreed to
extend his consulting agreement with TrustCo for a term of
five years to expire May 31, 2011. Attached is the consulting
agreement labeled as exhibit 10(a).
Item 8.01. Other Events
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A press release was issued on August 16, 2005 declaring a
quarterly cash dividend of $0.15 per share, payable
October 3, 2005, to the shareholders of record at the close
of business on September 9, 2005. The Board also indicated its
intent to increase the quarterly cash dividend to $0.16 per
share for the fourth quarter of 2005 and $0.64 per share annually.
Attached is the press release labeled as exhibit 99(a).
Item 9.01. Financial Statements & Exhibits
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(c) Exhibits
Reg S-K Exhibit No. Description
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10(a) Consulting agreement between TrustCo Bank
Corp NY and Robert A. McCormick, dated
August 16, 2005.
99(a) One page press release dated August 16, 2005
declaring a quarterly cash dividend of
$0.15 per share, payable October 3, 2005,
to the shareholders of record at the close
of business on September 9, 2005 and
announcing the Board's intention to
increase the quarterly cash dividend rate
to $0.16 per share beginning in the
fourth quarter of 2005.
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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.
Dated: August 16, 2005
TrustCo Bank Corp NY
(Registrant)
By:/s/ Robert T. Cushing
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Robert T. Cushing
Executive 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
------------------ ---------------------------- ----------
10(a) Consulting agreement between 5-7
TrustCo Bank Corp NY and Robert A.
McCormick, dated August 16, 2005.
99(a) One page press release dated August 16, 2005 8-9
declaring a quarterly cash dividend of $0.15
per share, payable October 3, 2005, to the
shareholders of record at the close of
business on September 9, 2005 and announcing
the Board's intention to increase the
quarterly cash dividend rate to $0.16 per
share beginning in the fourth quarter of 2005.
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Exhibit 10(a)
CONSULTING AGREEMENT BETWEEN
TRUSTCO BANK CORP NY AND ROBERT A. McCORMICK
THIS CONSULTING AGREEMENT ("Agreement") is entered into as of the
sixteenth day of August, 2005, by and between TrustCo Bank Corp NY, a New York
corporation ("TrustCo"), and Robert A. McCormick ("McCormick"). In
consideration of the mutual covenants herein contained, the parties agree as
follows:
1. Term and Duties.
(a) The term of McCormick's engagement under this Agreement will
be effective upon signing and commence on June 1, 2006 and will continue
through May 31, 2011 (the "Term").
(b) During the Term McCormick shall serve as a consultant to the
Board of Directors of TrustCo and to the boards of directors of each of its
affiliates, rendering to such boards and to individual members of such boards
consulting services and advice on an as-needed basis with respect to matters
pertaining to TrustCo and its affiliates. The services rendered shall be
advisory only and McCormick's services as a consultant shall be rendered,
during his lifetime, at such times and places as may be mutually convenient
to the boards and McCormick. McCormick acknowledges that he will be an
independent contractor only, and shall not for any purpose hereunder be
considered to be an employee of TrustCo or any of its affiliates.
2. Compensation. In full compensation for the services to be rendered
by McCormick hereunder during the Term and for the noncompetition agreement set
forth in Section 3 herein, TrustCo will pay McCormick an annual fee in the
amount of Three Hundred Thousand Dollars ($300,000.00), to be paid on June 1,
2006, in cash and/or in any other vehicle mutually acceptable to the parties,
including but not limited to, life insurance, and on each annual anniversary
thereafter during the Term; this annual fee shall be payable each year to
McCormick, or the full remaining amount of unpaid annual fees under this
Agreement shall be payable in full in the event of either McCormick's death
during the Term, to McCormick's estate or other designee, or in the event of
McCormick's permanent disability during the Term, to McCormick or his designee.
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3. Non-Competition. McCormick acknowledges that he has provided
special, unique and extraordinary services to TrustCo and its affiliates
during his employment with TrustCo and its bank subsidiary. McCormick agrees
that he will not, during the Term, directly or indirectly, without the written
consent of TrustCo:
(a) Own, have any interest in or act as an officer, director,
partner, principal, employee, agent, representative, consultant to or
independent contractor of a Competitor if McCormick in any such capacity
performs services in an aspect of Competitor's business which is competitive
with TrustCo or an affiliate; provided, however, McCormick may invest in no
more than 5% of the stock of any publicly traded company that is a Competitor
without violating this covenant;
(b) Divert or attempt to divert to a Competitor any client,
customer or account of TrustCo or an affiliate (which is a client, customer
or account during the Term); or
(c) Hire, or solicit to hire, for or on behalf of a Competitor,
any employee of TrustCo or an affiliate (who is an employee of TrustCo or an
affiliate as of the time of such hire or solicitation to hire) or any former
employee of TrustCo or an affiliate (who was employed by TrustCo or an
affiliate within the 12-month period immediately preceding the date of such
hire or solicitation to hire).
(d) For purposes of this Paragraph 3, capitalized terms are
defined as follows:
Competitor. "Competitor" shall mean any person, firm, corporation,
partnership, limited liability company or any other entity doing business
in the Geographic Market which, during the Term, is engaged in competition
in a substantial manner with TrustCo or an affiliate.
Geographic Market. "Geographic Market" shall mean the area within a radius
of twenty-five (25) miles of the location of the headquarters or any
branch office of TrustCo or an affiliate.
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4. Scope of Noncompetition Provisions. If it shall be finally
determined by any court of competent jurisdiction that any limitation
contained in Section 3 is too extensive to be legally enforceable and must
be reduced, then the parties hereby agree that such reduced limitation shall
be deemed to be the maximum scope or duration which shall be legally
enforceable and McCormick hereby consents to the enforcement of such reduced
limitation.
5. Termination of Contract. TrustCo may terminate this Agreement upon
sixty (60) days written notice to McCormick. Upon the effective date of such
termination, the parties' obligations under this Agreement shall cease;
provided, however, that TrustCo's and McCormick's respective obligations under
Sections 2 and 3 above shall remain in effect until the expiration of the Term.
6. Entire Agreement; Amendment; Governing Law. This Agreement
constitutes the entire Agreement between TrustCo and McCormick and all prior
understandings and agreements between them, if any, concerning the same
subject matter are merged herein and thus extinguished. This Agreement may
not be modified except by a writing signed by both parties. This Agreement
is made under, and shall be construed in accordance with, the laws of the
State of New York.
7. Separability. If any provision hereof is declared void and
unenforceable by any court of competent jurisdiction, the remaining provisions
hereof shall remain in full force and effect.
8. Binding Effect. This Agreement shall be binding on the parties
hereto and their respective successors, heirs and assigns upon full execution
by all parties.
IN WITNESS WHEREOF, TrustCo and McCormick have executed this Agreement
as of August 16, 2005.
TRUSTCO BANK CORP NY
By:/s/Robert T. Cushing
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Robert T. Cushing, Executive
Vice President and Chief
Financial Officer
By:/s/Robert A. McCormick
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Robert A. McCormick
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Exhibit 99(a)
TRUSTCO
Bank Corp NY News Release
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5 Sarnowski Drive, Glenville, New York, 12302
(518)377-3311 Fax: (518)381-3668
Subsidiary: Trustco Bank NASDAQ - TRST
Contact: Robert M. Leonard
Administrative Vice President
518-381-3693
FOR IMMEDIATE RELEASE:
TrustCo Announces Increased Cash Dividend
Glenville, New York - August 16, 2005 Today the Board of Directors of TrustCo
Bank Corp NY declared a quarterly cash dividend of $0.15 per share, payable
October 3, 2005 to shareholders of record at the close of business on September
9, 2005.
The Board of Directors also expressed its intent to increase the cash dividend
to $0.16 per share for the fourth quarter and $0.64 per share annually. As a
result, shareholders will receive a 7% increase in their cash dividends.
The Board of Directors also announced that Chairman Robert A. McCormick has
agreed to extend his consulting agreement with TrustCo for a term of five years
to expire in 2011.
Commenting on the announcements, President and Chief Executive Officer
Robert J. McCormick indicated, "We are pleased with TrustCo's results and proud
to be able to reinstate an increase in our cash dividends to our shareholders."
TrustCo Bank Corp NY is a $2.9 billion bank holding company and through its
subsidiary, Trustco Bank, operates 77 offices in New York, Vermont, and
Florida. In addition, the bank operates a full service Trust Department that
has $974 million 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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Except for the 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 in the forward-looking
statements.
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 statement to reflect the occurrence of unanticipated events or
circumstances after the date of such statement.
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