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, 2004
[ ] 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. INVESTMENT AND 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.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
FINANCIAL STATEMENTS
--------------------
AND
---
SUPPLEMENTAL SCHEDULES
----------------------
* * *
DECEMBER 31, 2004 AND 2003
--------------------------
TABLE OF CONTENTS
-----------------
Page No.
--------
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment Purposes at End of Year
as of December 31, 2004 (Schedule I) 10
Schedule of Investment Assets that Were Both Acquired and Disposed
of Within the Plan Year for the Year Ended December 31, 2004
(Schedule II) 11
Schedule of Reportable Transactions for the Year Ended
December 31, 2004 (Schedule III) 12
Independent Auditor's Report
----------------------------
May 5, 2005
To the Compensation and Personnel Committee
and Participants of Tompkins Trustco, Inc.
Investment and Stock Ownership Plan
We have audited the accompanying statements of net assets available for
benefits of the Tompkins Trustco, Inc. Investment and Stock Ownership Plan ("the
Plan") as of December 31, 2004 and 2003, 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 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. The Plan is not required
to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Plan's internal control over financial
reporting. Accordingly, we express no such opinion. 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, 2004 and 2003, 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, 2004, Schedule of
Investment Assets that Were Both Acquired and Disposed of Within the Plan Year
for the Year Ended December 31, 2004, and Schedule of Reportable Transactions
for the Year Ended December 31, 2004, are presented for the purpose of
additional analysis and are not a required part of the basic financial
- 1 -
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.
/s/ Dannible & McKee, LLP
Syracuse, New York
- 2 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
December 31,
-------------------------
Assets 2004 2003
------ ----------- ----------
Investments at fair value (Notes 1, 2 and 5): $23,425,122 $19,102,625
----------- ----------
Receivables:
Employee contributions (Note 9) 330,894 325,492
Accrued interest and dividends 7,022 2,910
----------- ----------
Total receivables 337,916 328,402
----------- ----------
Cash 2,575 52,438
----------- ----------
Net assets available for benefits $23,765,613 19,483,465
=========== ==========
See accompanying notes to financial statements.
- 3 -
TOMPKINS TRUSTCO, INC.
INVESTMENT AND STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31,
2004 2003
----------- -----------
Additions to net assets attributed to: -
Investment income:
Net appreciation in fair value of
investments (Note 5) $ 2,161,337 $ 2,549,812
Participant loan interest 26,123 25,954
Dividends 377,121 213,899
----------- -----------
Total investment income 2,564,581 2,789,665
----------- -----------
Contributions:
Employer profit sharing 800,792 759,551
Employee salary deferral (Note 9) 2,223,073 2,020,907
----------- -----------
Total contributions 3,023,865 2,780,458
----------- -----------
Transfer from other plan (Note 8) 274,008 176,762
----------- -----------
Total additions 5,862,454 5,746,885
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 1,580,306 692,666
----------- -----------
Net increase 4,282,148 5,054,219
Net assets available for benefits:
Beginning of year 19,483,465 14,429,246
----------- -----------
End of year $23,765,613 $19,483,465
=========== ===========
See accompanying notes to financial statements.
- 4 -
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
Note 1 - Description of the Investment and Stock Ownership Plan
---------------------------------------------------------------
The following description of the Tompkins Trustco, Inc. (the "Company")
Investment and 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 investment and stock ownership plan and has a
Section 401(k) salary deferral arrangement 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.
Eligibility - An employee shall become eligible for participation in
the matching provision of the Plan once they are age twenty-one. However, an
employee shall become eligible for participation in the profit sharing provision
of the Plan on the first day of the month coinciding with completing one year of
employment and attaining the age of twenty-one. Leased employees, employees
covered under a collective bargaining agreement and "on call" employees are not
eligible to participate.
Contributions - Eligible participants can contribute to the Plan
elective salary deferral up to the maximum allowed by the Internal Revenue Code.
These contributions are eligible for matching contributions of 100% of the first
3% of elective deferral and 50% of the next 2% of elective deferral. In
addition, the Company, by proper action of the Board, may make contributions to
the Plan out of its profits in an amount based on a percentage of the total
compensation of all eligible participants during any plan year. Participants are
given the opportunity to elect to receive in cash that portion of their
allocation, which the Board shall designate as eligible for cash election for
the Plan year or they may elect to allocate all or part to their plan account
maintained on their behalf in the Plan. The Committee approved a 4% elective
contribution for 2004 and 2003.
Participants' accounts - Each participant's account is credited with
the participant's elective deferral, an allocation of the Company's matching
contribution and an allocation of the Plan earnings. Allocations of the
Company's contributions are based on participants' compensation. Allocations of
the Company's matching contributions are based on a pro rata share of
participants' elective deferrals. Allocations of the Plan earnings are based
upon participants' earnings or account balances. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Vesting - Participants are immediately 100% vested in the Plan.
Therefore, there are no forfeitures.
- 5 -
Investment options - Upon enrollment in the Plan, a participant may
direct contributions to the Plan in any of eleven investment options.
Participants may change their investment options daily.
Participant loans receivable - The Plan may make loans to participants
of the Plan. The maximum amount allowed is the lesser of $50,000 or 50% of the
participant's entire vested account balance under the Plan. Loan periods range
from one to five years, except for loans used to acquire a principal residence,
which may exceed five years, with interest at the current prime rate published
in the Wall Street Journal at the time of the loan. Participants are limited to
having no more than two loans outstanding at any given time.
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 one 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.
Risks and uncertainties - The Plan provides for various investment
options in any combination of stocks, bonds, fixed income securities, mutual
funds and other investment securities. Investment securities are exposed to
various risks such as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, 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.
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.
Investments - Investments are recorded at fair value. Quoted market
prices are used to value mutual funds. The investment in the Company's common
stock is valued at December 31, 2004 and 2003, at market value as listed on the
American Stock Exchange for publicly traded securities. Dividend income is
accrued on the ex-dividend date. Purchases and sales are recorded on a trade
date basis. Realized gains and losses from investment transactions are reported
on the average cost method.
Economic dependency and concentration of risk - The Plan has
approximately 28% and 30% of its assets invested in Tompkins Trustco, Inc.
common stock as of December 31, 2004 and 2003, respectively. In addition, the
Plan has approximately 30% of its assets invested in Wright Mutual Funds as of
December 31, 2004 and 2003. The Plan also has approximately 20% and 21% of its
assets invested in Federated Mutual Funds as of December 31, 2004 and 2003,
respectively. Accordingly, the Plan is dependent upon the financial condition of
these entities.
- 6 -
Note 3 - Administration of plan assets
--------------------------------------
Company contributions are held and managed by the trustee who invests
cash received and makes distributions to participants.
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 of the Plan are paid
directly by the Company.
Note 4 - Tax status
-------------------
The Internal Revenue Service has determined and informed the Company
that the Plan and related trust are designed in accordance with applicable
sections of the Internal Revenue Code. Accordingly, the Plan has been accounted
for as a tax-exempt plan.
Note 5 - Investments
--------------------
The Plan's investments are held by the Company's administered trust
fund. The fair value of investments are as follows:
December 31,
-------------------------
2004 2003
----------- -----------
Investments, at fair value:
Tompkins Trustco, Inc. Common Stock $ 6,512,087 $ 5,787,288
Wright Managed Income U.S. Government Near Term Bond Mutual Fund 855,603 723,326
Wright Major Blue Chip Mutual Fund 2,593,162 2,081,624
Wright Selected Blue Chip Mutual Fund 3,670,205 2,837,101
Federated Prime Obligations - Money Market Funds 2,559,194 2,328,437
Federated Managed Allocation Moderate Growth Select Mutual Fund 792,526 640,038
Federated Managed Allocation Growth Select Mutual Fund 791,616 638,631
Federated Managed Allocation Total Return Bond Fund 447,251 --
Federated Managed Allocation Income Select -- 321,960
American Century Ultra 1,733,333 1,259,176
American Century International Growth Fund 1,284,058 920,855
Janus Enterprise Fund 1,588,810 1,073,013
Participant loans receivable 597,277 491,176
----------- -----------
$23,425,122 $19,102,625
=========== ===========
Investments that represent 5% or more of the Plan's net assets
($1,188,281 for 2004 and $974,065 for 2003) are separately identified above.
- 7 -
The Plan's investments (including investments bought, sold and held
during the year) appreciated in fair value are as follows:
Year ended December 31,
-------------------------
2004 2003
----------- -----------
Various mutual funds $ 1,255,178 $ 1,816,831
Common stock of Tompkins Trustco, Inc. 906,159 732,981
----------- -----------
$ 2,161,337 $ 2,549,812
=========== ===========
Note 6 - Termination of the Plan
--------------------------------
The Company reserves the right to terminate the Plan at any time
subject to plan provisions. 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 - Plan amendments
------------------------
Effective August 11, 2004, various sections of the Plan document were
amended to facilitate the Internal Revenue Service determination letter process.
Note 8 - Tompkins Trustco, Inc. Employee Stock Ownership Plan diversification
-----------------------------------------------------------------------------
Under the Tompkins Trustco, Inc. Employee Stock Ownership Plan
document, participants meeting certain age and service requirements may elect to
diversify the eligible portion of the Company stock held in their account within
ninety days after the close of each plan year. The participants may make this
election over a six-year period. The funds elected to be diversified are
transferred to the Plan and invested in funds as chosen by the participant.
During 2004 and 2003, participants transferred $274,008 and $176,762,
respectively.
Note 9 - Reconciliation of the financial statements to Form 5500
----------------------------------------------------------------
The following is a reconciliation of net assets available for plan
benefits per the financial statements to Form 5500:
Year ended December 31,
-------------------------
2004 2003
----------- -----------
Net assets available for benefits per the
financial statements $23,765,613 $19,483,465
Less - Employee contribution receivable 330,894 325,492
----------- -----------
Net assets available for benefits per Form 5500 $23,434,719 $19,157,973
=========== ===========
- 8 -
The following is a reconciliation of employee contributions per the
financial statements to Form 5500 for the year ended December 31, 2004:
Employee contributions per the financial statements $2,223,073
Add - Amounts received from employee elective deferral of 2003
profit sharing, received in 2004 325,492
Less - Amounts receivable from employee elective deferral of 2004
profit sharing, received in 2005 330,894
----------
Employee contributions per Form 5500 $2,217,671
==========
As discussed in Note 1, participants are given the opportunity to elect
to receive in cash that portion of their profit sharing allocation which the
Board shall designate as eligible for cash election for the Plan year or they
may elect to allocate all or part to their plan account maintained on their
behalf in the Plan. These elective deferrals are not made by the participant
until the year subsequent of when the profit sharing percentage is approved by
the Committee. Therefore, these elective deferrals are accrued as a receivable
to the Plan in the Plan year that the profit sharing is approved. However, these
elective deferrals are considered in the relevant nondiscrimination testing in
the year that they are received by the Plan.
Note 10 - Contingencies
-----------------------
The Plan is currently under examination by the Internal Revenue Service
for the year ended December 31, 2002. Management believes that the Plan is in
compliance with the applicable rules and regulations of ERISA and the Internal
Revenue Code. Therefore, the Plan's financial statements have not provided for
any adjustments as a result of this examination.
- 9 -
SUPPLEMENTAL SCHEDULES
----------------------
SCHEDULE I
----------
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
EIN #16-1601018
---------------
PLAN #002
---------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
--------------------------------------------------------------
(Required Disclosure of Line 4i on Schedule H of Form 5500)
-----------------------------------------------------------
DECEMBER 31, 2004
-----------------
-----------------------------------------------------------------------------------------------------------------
(c)
(b) Description of investment including (e)
Identity of issue, borrower, lessor maturity date, rate of interest, (d) Current
(a) or similar party collateral, par or maturity value Cost value
--------- -------------------------------------- ------------------------------------- ----------- ------------
Federated Prime Obligations Money Market Fund, 2,559,194 shares $ 2,559,194 $ 2,559,194
American Century Ultra Mutual Fund, 59,483 shares 1,563,290 1,733,333
Federated Managed Allocation Growth
Select Mutual Fund, 62,977 shares 733,876 791,616
Federated Managed Allocation
Moderate Growth Select Mutual Fund, 65,606 shares 731,909 792,526
Janus Enterprise Fund Mutual Fund, 42,233 shares 1,415,586 1,588,810
Wright Selected Blue Chip Equity Mutual Fund, 277,415 shares 3,650,598 3,670,205
Wright Major Blue Chip Equity Mutual Fund, 220,133 shares 2,592,561 2,593,162
American Century International Growth Mutual Fund, 141,885 shares 1,312,975 1,284,058
Federated Total Return Bond Fund Mutual Fund, 41,259 shares 445,700 447,251
Wright Managed Income U.S.
Government Near Term Bond Mutual Fund, 85,732 shares 878,935 855,603
* Tompkins Trustco, Inc. Common stock, 121,744 shares 3,117,898 6,512,087
* Participant loans receivable Participant loans receivable with
various rates of interest from
6% to 10% 597,277 597,277
----------- -----------
Total investments $19,599,799 $23,425,122
=========== ===========
* A party-in-interest as defined by ERISA.
- 10 -
SCHEDULE II
-----------
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
EIN #16-1601018
---------------
PLAN #002
---------
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, 2004
------------------------------------
------------------------------------------------------------------------------------------------------------------------
(b)
Description of investment
(a) including maturity date, rate of (c) (d)
Identity of issue, borrower, interest, collateral, par or Costs of Proceeds of
lessor, or similar party maturity value acquisitions dispositions
------------------------------------- ----------------------------------- --------------------- ------------------------
- NONE -
- 11 -
SCHEDULE III
------------
TOMPKINS TRUSTCO, INC.
----------------------
INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
EIN #16-1601018
---------------
PLAN #002
---------
SCHEDULE OF REPORTABLE TRANSACTIONS
-----------------------------------
(Required Disclosure of Line 4j on Schedule H of Form 5500)
-----------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 2004
------------------------------------
------------------------------------------------------------------------------------------------------------------------
(b)
Description of (h)
asset (include Current
interest rate (f) value of (i)
(a) and maturity (c) (d) (e) Expense (g) asset on Net
Identity of in case of a Purchase Selling Lease incurred with Cost of transaction gain or
party 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. INVESTMENT AND STOCK OWNERSHIP PLAN
Administrator: TOMPKINS TRUST COMPANY
Date: June 24, 2005 By: /s/ FRANCIS M. FETSKO
-------------------------------------
Francis M. Fetsko
Executive Vice President
Chief Financial Officer
- 13 -
Exhibit Index
-------------
Exhibit Number Description Page
-------------- ----------- ----
23.1 Consent of Dannible & McKee 16
- 14 -