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. INVESTMENT AND 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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INVESTMENT AND 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
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
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 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, 2005 and 2004, 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. 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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INVESTMENT AND STOCK OWNERSHIP PLAN
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31,
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2005 2004
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Assets
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Investments at fair value (Notes 1, 2 and 5): $ 26,394,071 $ 23,425,122
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Receivables:
Employee contributions (Note 10) 364,040 330,894
Accrued interest and dividends 9,946 7,022
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Total receivables 373,986 337,916
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Cash -- 2,575
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Total assets 26,768,057 23,765,613
Liabilities
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Accrued other liabilities (9,055) --
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Net assets available for benefits $ 26,759,002 $ 23,765,613
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See accompanying notes to financial statements.
- 2 -
TOMPKINS TRUSTCO, INC.
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INVESTMENT AND STOCK OWNERSHIP PLAN
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year ended December 31,
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2005 2004
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Additions to net assets attributed to: -
Investment income (Notes 1, 2 and 5):
Net appreciation in fair value of investments $ -- $ 2,161,337
Participant loan interest 29,967 26,123
Dividends 839,321 377,121
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Total investment income 869,288 2,564,581
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Contributions (Notes 1 and 10):
Employer profit sharing 870,792 800,792
Employee rollover 54,230 --
Employee salary deferral 2,088,222 2,223,073
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Total contributions 3,013,244 3,023,865
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Transfer in from Tompkins Trustco, Inc.
Employee Stock Ownership Plan (Note 8) 172,128 274,008
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Transfer in from other plan (Note 9) 1,027,041 --
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Total additions 5,081,701 5,862,454
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Deductions from net assets attributed to:-
Benefits paid to participants (Note 1) 2,070,359 1,580,306
Net depreciation in fair value
of investments (Notes 1, 2 and 5) 17,953 --
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Total deductions 2,088,312 1,580,306
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Net increase 2,993,389 4,282,148
Net assets available for benefits:
Beginning of year 23,765,613 19,483,465
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End of year $ 26,759,002 $ 23,765,613
============ ============
See accompanying notes to financial statements.
- 3 -
TOMPKINS TRUSTCO, INC.
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INVESTMENT AND STOCK OWNERSHIP PLAN
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NOTES TO FINANCIAL STATEMENTS
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Note 1 - Description of the Investment and Stock Ownership Plan
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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 2005 and 2004.
Participants' accounts - Each participant's account is credited with
the participant's elective deferral, an allocation of the Company's matching and
elective contributions and an allocation of the Plan earnings. Allocations of
the Company's contributions are based on participants' compensation. Allocations
of the Plan earnings are based upon participants' 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.
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.
- 4 -
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
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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.
Investment valuation and income recognition - 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, 2005 and
2004, at 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 24% and 28% of its assets invested in Tompkins Trustco, Inc.
common stock as of December 31, 2005 and 2004, respectively. In addition, the
Plan has approximately 32% and 30% of its assets invested in Wright Mutual Funds
as of December 31, 2005 and 2004, respectively. The Plan also has approximately
18% and 20% of its assets invested in Federated Mutual Funds as of December 31,
2005 and 2004, respectively. Accordingly, the Plan is dependent upon the
financial condition of these entities.
- 5 -
Note 3 - Administration of plan assets
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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
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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
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The Plan's investments are held by the Company's administered trust
fund. The fair value 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 $ 6,369,978 $ 6,512,087
Wright Managed Income U.S. Government Near
Term Bond Mutual Fund 917,246 855,603
Wright Major Blue Chip Mutual Fund 3,193,068 2,593,162
Wright Selected Blue Chip Mutual Fund 4,454,160 3,670,205
Federated Prime Obligations -
Money Market Funds 2,352,817 2,559,194
Federated Managed Allocation Moderate
Growth Select Mutual Fund 921,615 792,526
Federated Managed Allocation Growth
Select Mutual Fund 964,592 791,616
Federated Managed Allocation Total
Return Bond Fund 686,400 447,251
American Century Ultra 1,970,569 1,733,333
American Century International Growth Fund 1,780,266 1,284,058
Janus Enterprise Fund 2,082,608 1,588,810
Participant loans receivable 700,752 597,277
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$ 26,394,071 $ 23,425,122
============ ============
Investments that represent 5% or more of the Plan's net assets
($1,337,950 for 2005 and $1,188,281 for 2004) are separately identified above.
- 6 -
The Plan's investments (including investments bought, sold and held
during the year) appreciated in fair value, are as follows:
Year ended December 31,
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2005 2004
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Various mutual funds $ (523,668) $ 1,255,178
Common stock of Tompkins Trustco, Inc. 505,715 906,159
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$ (17,953) $ 2,161,337
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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 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 January 1, 2006, the Plan was amended to allow participant to
designate all or a portion of the employer elective contributions as a
designated Roth contribution.
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
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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 2005 and 2004, participants transferred $172,128 and $274,008,
respectively.
Note 9 - Transfer in from other plan
------------------------------------
In 2005, Tompkins Insurance Agency Inc., a division of Tompkins
Trustco, Inc.; purchased substantially all of the assets of Banfield &
Associates, Inc. Banfield & Associates, Inc. operated a defined contribution
plan known as Banfield & Associates, Inc. Profit Sharing and 401(k) Plan.
Effective March 7, 2005, the Banfield & Associates, Inc. Profit Sharing and
401(k) Plan merged with the Tompkins Trustco, Inc. Investment and Stock
Ownership Plan. Accordingly, Banfield & Associates, Inc. Profit Sharing and
401(k) Plan transferred in net assets of $1,027,041.
- 7 -
Note 10 - Reconciliation of the financial statements to Form 5500
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The following is a reconciliation of net assets available for plan
benefits per the financial statements to Form 5500:
December 31,
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2005 2004
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Net assets available for benefits per the
financial statements $ 26,759,002 $ 23,765,613
Less - Employee contribution receivable 364,040 330,894
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Net assets available for benefits
per Form 5500 $ 26,394,962 $ 23,434,719
============ ============
The following is a reconciliation of employee contributions per the
financial statements to Form 5500:
Year ended December 31,
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2005 2004
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Employee contributions per the financial
statements $ 2,088,222 $ 2,223,073
Add - Amounts received from employee elective
deferral of 2004 and 2003 profit sharing,
received in 2005 and 2004, respectively 330,894 325,492
Less - Amounts receivable from employee elective
deferral of 2005 and 2004 profit sharing,
received in 2006 and 2005, respectively 364,040 330,894
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Employee contributions per Form 5500 $ 2,055,076 $ 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 11 - Contingencies
-----------------------
In 2004, the Plan had an examination by the Internal Revenue Service
(IRS) for the year ended December 31, 2002. The examination was finalized in
2005. As the result of the examination, the IRS found that the Plan used
incorrect criteria to calculate Average Deferral Percentage Test and Average
Contribution Percentage Test. These tests were recalculated using the proper
criteria, which provided passing results; therefore, no adjustments were
considered necessary.
- 8 -
SUPPLEMENTAL SCHEDULES
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TOMPKINS TRUSTCO, INC.
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INVESTMENT AND STOCK OWNERSHIP PLAN
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EIN #16-1601018
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PLAN #002
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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 2,352,817 shares $ 2,352,817 $ 2,352,817
American Century Ultra Mutual Fund, 66,394 shares 1,778,561 1,970,569
Federated Managed
Allocation Growth Select Mutual Fund, 75,241 shares 890,814 964,592
Federated Managed
Allocation Moderate
Growth Select Mutual Fund, 75,666 shares 858,347 921,615
Janus Enterprise Fund Mutual Fund, 49,692 shares 1,716,972 2,082,608
Wright Selected Blue Chip
Equity Mutual Fund, 341,839 shares 4,524,101 4,454,160
Wright Major Blue Chip
Equity Mutual Fund, 257,091 shares 3,026,694 3,193,068
American Century
International Growth Mutual Fund, 176,614 shares 1,633,175 1,780,266
Federated Total Return
Bond Fund Mutual Fund, 65,062 shares 699,830 686,400
Wright Managed Income
U.S. Government Near
Term Bond Mutual Fund, 93,788 shares 954,302 917,246
* Tompkins Trustco, Inc. Common stock, 142,187 shares 3,712,284 6,369,978
* Participant loans Participant loans receivable with
receivable various rates of interest from 4%
to 10% 700,752 700,752
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Total investments $22,848,649 $26,394,071
=========== ===========
* 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. INVESTMENT AND STOCK OWNERSHIP PLAN
Administrator: TOMPKINS TRUST COMPANY
Date: June 27, 2006 By: /s/ FRANCIS M. FETSKO
-------------------------------------
Francis M. Fetsko
Executive Vice President and
Chief Financial Officer
Exhibit Number Description Page
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23.1 Consent of Dannible & McKee