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, 2005
[ ] 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
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(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
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AND
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SUPPLEMENTAL SCHEDULES
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* * *
DECEMBER 31, 2005 AND 2004
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TABLE OF CONTENTS
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Page No.
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INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2005 3
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2004 4
Notes to Financial Statements 5
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment Purposes at End of Year as of
December 31, 2005 (Schedule I) 9
Independent Auditor's Report
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June 23, 2006
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, 2005 and 2004, and the related statement 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. 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, 2005 and 2004, 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, 2005, is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements, but is 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. This supplemental schedule
is the responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Dannible & McKee, LLP
TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31,
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Assets 2005 2004
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Investments, at fair value (Notes 2 and 4):
Money market funds $ 1,774 $ 1,787
Corporate stock of Tompkins Trustco, Inc. 22,044,960 23,671,518
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Total investments 22,046,734 23,673,305
Employer contributions receivable 741,479 766,889
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Net assets available for benefits $ 22,788,213 $ 24,440,194
============ ============
See accompanying notes to financial statements.
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TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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YEAR ENDED DECEMBER 31, 2005
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Additions to net assets attributed to:-
Investment income:
Dividends $ 578,568
Contributions:
Employer contributions 741,479
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Total additions 1,320,047
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Deductions from net assets attributed to:-
Investment loss:
Net depreciation in fair value of investments (Note 4) 1,935,831
Benefits paidto participants 864,069
Transfer to other plan (Note 6) 172,128
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Total deductions 2,972,028
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Net decrease (1,651,981)
Net assets available for benefits, beginningof year 24,440,194
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Net assets available for benefits, end of year $ 22,788,213
============
See accompanying notes to financial statements.
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TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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YEAR ENDED DECEMBER 31, 2004
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Allocated Unallocated Total
------------ ------------ ------------
Additions to net assets attributed to:-
Investment income:
Net appreciation in fair value of
investments (Note 4) $ 3,369,270 $ -- $ 3,369,270
Dividends 552,431 -- 552,431
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Total investment income 3,921,701 -- 3,921,701
------------ ------------ ------------
Contributions:
Employer contributions 766,889 -- 766,889
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Total contributions 766,889 -- 766,889
------------ ------------ ------------
Total additions 4,688,590 -- 4,688,590
------------ ------------ ------------
Deductions from net assets attributed to:-
Benefits paid to participants 1,538,740 -- 1,538,740
Transfer to other plan (Note 6) 273,966 42 274,008
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Total deductions 1,812,706 42 1,812,748
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Net increase (decrease) 2,875,884 (42) 2,875,842
Net assets available for benefits,
beginning of year 21,564,310 42 21,564,352
------------ ------------ ------------
Net assets available for benefits,
end of year $ 24,440,194 $ -- $ 24,440,194
See accompanying notes to financial statements.
- 4 -
TOMPKINS TRUSTCO, INC.
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EMPLOYEE STOCK OWNERSHIP PLAN
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NOTES TO FINANCIAL STATEMENTS
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Note 1 - Description of the Employee Stock Ownership Plan
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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.
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 4.0% discretionary contributions to the Plan for the
years ended December 31, 2005 and 2004, 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 of 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 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.
Vesting - Participants will become vested in the Plan over a five-year
period. The Plan has non-vested assets of approximately $1,600 and $44,700 as of
December 31, 2005 and 2004, 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.
- 5 -
Note 2 - Summary of significant accounting policies
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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 statement of changes in
net assets available for benefits.
Investment valuation and income recognition - Investments are recorded
at fair value. The investment in the Company's common stock is valued at
December 31, 2005 and 2004, at the market value as listed on the American Stock
Exchange for publicly traded securities.
The Plan presents in the statements of changes in net assets available
for benefits, the net appreciation or depreciation in the fair value of its
investments, which consists of the realized gains or losses and the unrealized
appreciation or depreciation on those investments. Purchases and sales of
securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date.
Economic dependency and concentration of risk - The Plan has
approximately 97% of its assets invested in Tompkins Trustco, Inc. common stock
as of December 31, 2005 and 2004. Accordingly, the Plan is dependent upon the
financial condition of Tompkins Trustco, Inc.
Note 3 - Administration of plan assets
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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.
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.
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Note 4 - Investments
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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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2005 2004
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Investments at fair value:
Tompkins Trustco, Inc. common stock - (492,075
shares in 2005 and 442,541 shares in 2004) $ 22,044,960 $ 23,671,518
Money market funds 1,774 1,787
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$ 22,046,734 $ 23,673,305
============ ============
Investments that represent 5% or more of the Plan's net assets
($1,139,410 for 2005 and $1,222,010 for 2004) are separately identified.
The Plan's investments (including investments bought, sold and held
during the year) appreciated (depreciated) in fair value as follows:
Year ended December 31,
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2005 2004
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Tompkins Trustco, Inc. common stock $ (1,935,831) $ 3,369,270
============ ============
Note 5 - 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 6 - 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 days after the close of each Plan year. The
participants may make this election over a six-year period. In the first 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 2005 and 2004, the Plan transferred $172,128 and
$274,008 to the ISOP, respectively.
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Note 7 - Plan amendments
------------------------
Effective March 28, 2005, the determination of benefits upon
termination section of the Plan document was amended to allow the Company to
distribute participant's aggregate account in excess of $1,000 but less than
$5,000 to an IRA institution selected by the Company, unless the participant
affirmatively elects otherwise.
Effective August 11, 2004, various sections of the Plan document were
amended to facilitate the Internal Revenue Service Determination Letter process.
Note 8 - 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 Code. Accordingly, the Plan has been accounted for as a
tax-exempt plan.
- 8 -
SUPPLEMENTAL SCHEDULES
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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
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(Required Disclosure of Line 4i on Schedule H of Form 5500)
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DECEMBER 31, 2005
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(c)
(b) Description of investment
Identity of issue, including maturity date, rate (e)
borrower, lessor of interest, collateral, par (d) Current
(a) or similar party or maturity value Cost value
------- ---------------------- ------------------------------- ---------- -----------
Federated Prime Money Market Fund,
Obligations Fund 1,774 shares $ 1,774 $ 1,774
* Tompkins Trustco, Inc. Common Stock, 492,075 shares 8,536,353 22,044,960
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Total investments $8,538,127 $22,046,734
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* A party-in-interest as defined by ERISA.
- 9 -
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 27, 2006 By: /s/ FRANCIS M. FETSKO
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Francis M. Fetsko
Executive Vice President
Chief Financial Officer
Exhibit Index
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Exhibit Number Description Page
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23.1 Consent of Dannible & McKee