SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended: December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 1-12709
TOMPKINS TRUSTCO, INC. EMPLOYEE STOCK OWNERSHIP PLAN
----------------------------------------------------
(Full title of plan)
TOMPKINS TRUSTCO, INC.
(Name of issuer of the securities held pursuant to the plan)
P.O. Box 460, The Commons
Ithaca, New York 14851
(607) 273-3210
(Address of principal executive offices)
TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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FINANCIAL STATEMENTS
--------------------
AND
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SUPPLEMENTAL SCHEDULES
----------------------
* * *
DECEMBER 31, 2003 AND 2002
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TABLE OF CONTENTS
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Page No.
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INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits as of December 31, 2003 2
Statement of Net Assets Available for Benefits as of December 31, 2002 3
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2003 4
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 2002 5
Notes to Financial Statements 6
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment Purposes at End of Year as of
December 31, 2003 (Schedule I) 10
Schedule of Investment Assets That Were Both Acquired and Disposed of
Within the Plan Year for the Year Ended December 31, 2003
(Schedule II) 11
Schedule of Reportable Transactions for the Year Ended
December 31, 2003 (Schedule III) 12
Independent Auditor's Report
----------------------------
April 29, 2004
To the Compensation and Personnel Committee
and Board of Directors of Tompkins Trustco, Inc.
Employee Stock Ownership Plan
We have audited the accompanying statements of net assets available for
benefits of the Tompkins Trustco, Inc. Employee Stock Ownership Plan ("the
Plan") as of December 31, 2003 and 2002, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 2003 and 2002, and the changes in net assets available
for benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental Schedule of Assets
Held for Investment Purposes at End of Year as of December 31, 2003, Schedule of
Investment Assets That Were Both Acquired and Disposed of Within the Plan Year
for the Year Ended December 31, 2003, and Schedule of Reportable Transactions
for the Year Ended December 31, 2003, are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
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DECEMBER 31, 2003
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Assets Allocated Unallocated Total
------ ----------- ----------- -----------
Investments, at fair value (Notes 2 and 4):
Money market funds $ 103 $ 42 $ 145
Corporate stock of Tompkins Trustco, Inc. 20,946,349 -- 20,946,349
----------- ----------- -----------
Total investments 20,946,452 42 20,946,494
----------- ----------- -----------
Employer contributions receivable 617,858 -- 617,858
----------- ----------- -----------
Net assets available for benefits $21,564,310 $ 42 $21,564,352
=========== =========== ===========
See accompanying notes to financial statements.
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TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------------------
DECEMBER 31, 2002
-----------------
Assets Allocated Unallocated Total
------ ----------- ----------- -----------
Investments, at fair value (Notes 2 and 4):
Money market funds $ 734 $ 40 $ 774
Corporate stock of Tompkins Trustco, Inc. 17,816,709 704,586 18,521,295
----------- ----------- -----------
Total investments 17,817,443 704,626 18,522,069
----------- ----------- -----------
Employer contributions receivable 88,117 -- 88,117
----------- ----------- -----------
Net assets available for benefits $17,905,560 $ 704,626 $18,610,186
=========== =========== ===========
See accompanying notes to financial statements.
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TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
YEAR ENDED DECEMBER 31, 2003
----------------------------
Allocated Unallocated Total
----------- ----------- -----------
Additions to net assets attributed to:-
Investment income:
Net appreciation in fair value of
investments (Note 4) $ 2,793,196 $ -- $ 2,793,196
Dividends 508,291 2 508,293
----------- ----------- -----------
Total investment income 3,301,487 2 3,301,489
----------- ----------- -----------
Contributions:
Employer contributions 618,141 -- 618,141
----------- ----------- -----------
Total contributions 618,141 -- 618,141
----------- ----------- -----------
Allocation of 15,977 shares of Corporate
stock of Tompkins Trustco, Inc. 647,024 -- 647,024
----------- ----------- -----------
Total additions 4,566,652 2 4,566,654
----------- ----------- -----------
Deductions from net assets attributed to:-
Investment Income:
Net depreciation in fair value of
investments (Note 4) -- 57,562 57,562
Benefits paid to participants 731,140 -- 731,140
Transfer to other plan (Note 7) 176,762 -- 176,762
Allocation of 15,977 shares of corporate
stock of Tompkins Trustco, Inc. -- 647,024 647,024
----------- ----------- -----------
Total deductions 907,902 704,586 1,612,488
----------- ----------- -----------
Net increase (decrease) 3,658,750 (704,584) 2,954,166
Net assets available for benefits, beginning of year 17,905,560 704,626 18,610,186
----------- ----------- -----------
Net assets available for benefits, end of year $21,564,310 $ 42 $21,564,352
=========== =========== ===========
See accompanying notes to financial statements.
- 4 -
TOMPKINS TRUSTCO, INC.
----------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
YEAR ENDED DECEMBER 31, 2002
----------------------------
Allocated Unallocated Total
----------- ----------- -----------
Additions to net assets attributed to:-
Investment income:
Net appreciation in fair value of
investments (Note 4) $ 1,758,412 $ -- $ 1,758,412
Dividends 488,264 23,096 511,360
----------- ----------- -----------
Total investment income 2,246,676 23,096 2,269,772
----------- ----------- -----------
Contributions:
Employer contributions 88,117 -- 88,117
Employer contributions for loan principal -- 127,251 127,251
Employer contributions for loan interest -- 4,277 4,277
----------- ----------- -----------
Total contributions 88,117 131,528 219,645
----------- ----------- -----------
Allocation of 16,284 shares of corporate
stock of Tompkins Trustco, Inc. 584,810 -- 584,810
----------- ----------- -----------
Total additions 2,919,603 154,624 3,024,227
----------- ----------- -----------
Deductions from net assets attributed to:-
Investment Income:
Net depreciation in fair value of
investments (Note 4) -- 9,110 9,110
Benefits paid to participants 1,817,035 -- 1,817,035
Transfer to other plan (Note 7) 243,925 -- 243,925
Interest expense -- 4,275 4,275
Allocation of 16,284 shares of corporate
stock of Tompkins Trustco, Inc. -- 584,810 584,810
----------- ----------- -----------
Total deductions 2,060,960 598,195 2,659,155
----------- ----------- -----------
Net increase (decrease) 858,643 (443,571) 415,072
Net assets available for benefits, beginning of year 17,046,917 1,148,197 18,195,114
----------- ----------- -----------
Net assets available for benefits, end of year $17,905,560 $ 704,626 $18,610,186
=========== =========== ===========
See accompanying notes to financial statements.
- 5 -
TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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NOTES TO FINANCIAL STATEMENTS
-----------------------------
Note 1 - Description of the Employee Stock Ownership Plan
---------------------------------------------------------
The following description of the Tompkins Trustco, Inc. (the "Company")
Employee Stock Ownership Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
General - The Plan is an employee stock ownership plan covering
eligible employees who have met certain age and service requirements. It is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan is administered by the Compensation and Personnel Committee
(the "Committee") appointed by the Company's Board of Directors (the "Board").
The Trust Department of Tompkins Trust Company is the Plan's Trustee (the
"Trustee"). All investments are non-participant directed.
As described in Note 5, the Plan purchased voting common stock of the
Company using the proceeds of a borrowing from the Company. The borrowing was
collateralized by unallocated shares of stock and was to be repaid over a period
of not more than ten (10) years by Company contributions to the Plan. As the
Plan made each payment of principal, an appropriate percentage of stock was
released and allocated to eligible employees' accounts in accordance with
applicable regulations under the Internal Revenue Code (IRC). Accordingly, the
financial statements of the Plan for 2003 and 2002 present separately, the
assets and liabilities and changes therein pertaining to the accounts of
employees with vested rights in allocated stock (allocated) and stock not yet
allocated to employees (unallocated). All shares of the Company have been
allocated as of December 31, 2003. Under the Plan agreement, the Trustee shall
vote all common stock of the Company unless otherwise directed by agreement.
Company contributions - The Company shall contribute to the Plan a
discretionary amount, which shall not exceed 5% of participant compensation. The
Committee approved 3.5% and 4.5% discretionary contributions to the Plan for the
years ended December 31, 2003 and 2002, respectively.
Participants' accounts - Each participant's account is credited with an
allocation of the Company's discretionary and non-elective contributions and an
allocation of Plan earnings. Allocations of Company contributions are based upon
the participant's compensation and the allocations of Plan earnings are based
upon participant account balances. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
Forfeitures on non-vested account balances are allocated to participants'
accounts as Company contributions.
Eligibility - An employee shall become eligible for participation in
the Plan on the first day of the month coinciding with completing one (1) year
of employment and attaining the age of twenty-one (21). Leased employees,
employees covered under a collective bargaining agreement and "On-Call"
employees are not eligible to participate.
- 6 -
Vesting - Participants will become vested in the Plan over a five (5)
year period. The Plan has non-vested assets of approximately $36,300 and $24,600
as of December 31, 2003 and 2002, respectively.
Payments of benefits - Upon retirement or disability, a participant may
elect to receive either a lump sum amount equal to the value of their account or
payments on an instalment method. Distributions to participants upon termination
of employment other than for retirement or disability may be made in a lump sum.
Note 2 - Summary of significant accounting policies
---------------------------------------------------
Basis of presentation - The accompanying financial statements have been
prepared on the accrual method of accounting.
Use of estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of
America requires the Plan administrator to make estimates and assumptions that
affect the reported amounts of assets, liabilities and changes therein, and
disclosure of contingent assets and liabilities. Actual results may differ from
those estimates.
Risks and uncertainties - The Plan's investments are in company stocks
and money market funds. These investments are exposed to market and credit
risks. Due to the level of risk associated with these investments and the level
of uncertainty related to changes in the value of the investments, it is at
least reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts reported in the
statements of net assets available for benefits and the statements of changes in
net assets available for benefits.
Investments - Investments are recorded at fair value. The investment in
the Company's common stock is valued at December 31, 2003 and 2002, at the
market value as listed on the American Stock Exchange for publicly traded
securities.
Economic dependency and concentration of risk - The Plan has
approximately 97% and 99% of its assets invested in Tompkins Trustco, Inc.
Common Stock as of December 31, 2003 and 2002, respectively. Accordingly, the
Plan is dependent upon the financial condition of Tompkins Trustco, Inc.
Note 3 - Administration of Plan assets
--------------------------------------
The Trustee of the Plan holds the Plan's assets, which consist
principally of Tompkins Trustco, Inc. common shares. Dividends on the stock are
paid in cash to the participants or reinvested to buy more shares of common
stock for a participant account, or used to make loan payments.
- 7 -
Certain administrative functions are performed by officers or employees
of the Company or its subsidiaries. No such officer or employee receives
compensation from the Plan. Administrative expenses, including maintaining
participant accounts, legal and accounting costs are paid directly by the
Company.
Note 4 - Investments
--------------------
The Plan's investments are held by the Company's administered Trust
fund. The fair values of investments are as follows:
December 31,
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2003 2002
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Investments at fair value:-
Tompkins Trustco, Inc. Common Stock - Allocated
(454,861 in 2003 and 404,007 shares in 2002) $ 20,946,349 $ 17,816,709
Tompkins Trustco, Inc. Common Stock - Unallocated
(15,977 shares in 2002) -- 704,586
Money market funds - Allocated 103 734
Money market funds - Unallocated 42 40
------------ ------------
$ 20,946,494 $ 18,522,069
============ ============
In March 2003, the Plan allocated 15,977 shares, which had previously
been released but not allocated.
Investments that represent 5% or more of the Plan's net assets
($1,078,218 for 2003 and $930,509 for 2002) are separately identified above.
The Plan's investments (including investments bought, sold, and held
during the year) appreciated (depreciated) in fair value as follows:
Year ended December 31,
-----------------------------
2003 2002
------------ ------------
Tompkins Trustco, Inc. Common Stock - Allocated $ 2,793,196 $ 1,758,412
Tompkins Trustco, Inc. Common Stock - Unallocated (57,562) (9,110)
------------ ------------
$ 2,735,634 $ 1,749,302
============ ============
Note 5 - Term loan payable
--------------------------
The Plan had a $486,661 term loan agreement with the Company, which was
collateralized by unallocated shares of Company stock. The term loan agreement
provides for the loan to be repaid over a period not to exceed ten (10) years,
requiring a minimum annual payment of principal of $48,666 with interest payable
annually at prime rate plus 1.0%. During 2002, the note was repaid in full and
all unallocated shares were allocated in 2003.
- 8 -
Note 6 - Termination of the Plan
--------------------------------
The Company reserves the right to terminate the Plan at any time,
subject to Plan provisions and provisions of ERISA. Upon Plan termination, all
assets would be used to pay the administrative expenses, liquidation expenses
and participant claims until all fund assets have been expended. The Company
would not be entitled to receive any assets or other benefits upon termination
of the Plan.
Note 7 - Diversification and transfers
--------------------------------------
Under the Plan document, participants meeting certain age and service
requirements may elect to diversify an eligible portion of the Company stock
held in their account within ninety (90) days after the close of each Plan year.
The participants may make this election over a six (6) year period. In the first
(5) five years a participant may diversify up to 25% of the number of shares
allocated to their account. In the sixth year, the percentage changes to 50%.
The funds elected to be diversified, are transferred to the Tompkins Trustco,
Inc. Investment and Stock Ownership Plan ("ISOP") and invested in funds as
chosen by the participant. During 2003 and 2002, the Plan transferred $176,762
and $243,925 to the ISOP, respectively.
Note 8 - Plan amendments
------------------------
Effective January 1, 2003, the Plan was amended for the required
minimum distributions rules.
Effective January 1, 2002, the Plan was amended as required by the
Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA) to include
catch-up contributions for participant's fifty (50) years of age and older and
to increase annual compensation limit for contribution and benefit purposes.
Note 9 - Tax status
-------------------
The Company has filed for a determination letter from the Internal
Revenue Service to determine that the Plan is qualified and the Trust
established under the Plan is tax-exempt, under the appropriate sections of the
Internal Revenue Code. The Company has not received its determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the Plan
is currently designed and operated in compliance with the applicable
requirements of the Code. Therefore, they believe that the Plan was qualified
and the related Trust was tax-exempt as of the financial statement date.
- 9 -
SUPPLEMENTAL SCHEDULES
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SCHEDULE I
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TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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EIN #16-1601020
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PLAN #003
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SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
--------------------------------------------------------------
(Required Disclosure of Line 4i on Schedule H of Form 5500)
-----------------------------------------------------------
DECEMBER 31, 2003
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================================================================================
(c)
Description of investment
(b) including maturity date, rate of (e)
Identity of issue, borrower, interest, collateral, par or (d) Current
(a) lessor or similar party maturity value Cost value
-------------------------------------------------------------------------------------------------------
Federated Prime Obligations
Fund Money Market Fund, 103 shares $ 103 $ 103
US Treasury Cash and cash equivalents 42 42
* Tompkins Trustco, Inc. Common Stock, 454,861 shares 7,090,785 20,946,349
------------ ------------
Total investments $ 7,090,930 $ 20,946,494
============ ============
--------------------------------------------------------------------------------
* A party-in-interest as defined by ERISA.
- 10 -
SCHEDULE II
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TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
EIN #16-1601020
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PLAN #003
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SCHEDULE OF INVESTMENT ASSETS
-----------------------------
THAT WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
------------------------------------------------------------
(Required Disclosure of Line 4i on Schedule H of Form 5500, Part 2)
-------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2003
------------------------------------
================================================================================
(b)
Description of investment
(a) including maturity date, rate (c) (d)
Identity of issue, borrower, of interest, collateral, par or Costs of Proceeds of
lessor, or similar party maturity value acquisitions dispositions
--------------------------------------------------------------------------------------------------
- NONE -
- 11 -
SCHEDULE III
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TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
EIN #16-1601020
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PLAN #003
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SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
(Required Disclosure Of Schedule H, Line 4j On Form 5500)
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2003
------------------------------------
================================================================================
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Description
of asset
(include
interest rate Current
and Expense value of
Identity of maturity in incurred Cost asset on Net
party case of a Purchase Selling Lease with of transaction gain
involved loan) price price rental transaction asset date (loss)
------------------------------------------------------------------------------------------------------
- NONE -
- 12 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
TOMPKINS TRUSTCO, INC. EMPLOYEE STOCK OWNERSHIP PLAN
Administrator: TOMPKINS TRUST COMPANY
Date: June 22, 2004 By: /s/ FRANCIS M. FETSKO
----------------------------------------
Francis M. Fetsko
Executive Vice President
Chief Financial Officer
- 13 -
Exhibit Index
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Exhibit Number Description Page
23.1 Consent of Dannible & McKee 15
- 14 -