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, 2002
[ ] 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
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TOMPKINS TRUSTCO, INC. INVESTMENT AND STOCK OWNERSHIP PLAN
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(Full title of plan)
TOMPKINS TRUSTCO, INC.
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(Name of issuer of the securities held pursuant to the plan)
P.O. Box 460, The Commons
Ithaca, New York 14851
(607) 273-3210
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(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, 2002 AND 2001
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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 as of
December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2002 and 2001 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES
Schedule of Assets Held for Investment Purposes at End of Year as
of December 31, 2002 (Schedule I) 8
Schedule of Investment Assets That Were Both Acquired and Disposed
of Within the Plan Year for the Year Ended December 31, 2002
(Schedule II) 9
Schedule of Reportable Transactions for the Year Ended
December 31, 2002 (Schedule III) 10
Independent Auditor's Report
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May 2, 2003
To the Compensation and Personnel Committee and Board of Directors 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, 2002 and 2001, 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 auditing standards generally
accepted in the United States of America. 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, 2002 and 2001, 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 schedules of
Assets Held for Investment Purposes at End of Year as of December 31, 2002,
Investment Assets That Were Both Acquired and Disposed of Within the Plan Year
for the Year Ended December 31, 2002, and Reportable Transactions for the Year
Ended December 31, 2002, 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.
Dannible & McKee, LLP
Syracuse, New York
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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Assets 2002 2001
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Investments by fund, at fair value (Notes 1, 2 and 5):
Money market funds $ 2,260,699 $ 1,839,424
Mutual funds 6,659,405 6,398,190
Corporate stock of Tompkins Trustco, Inc., the Plan
sponsor 4,722,713 4,464,892
Participant loans receivable 457,521 476,922
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Total investments 14,100,338 13,179,428
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Receivables:
Employer contributions -- 25,719
Employee contributions 294,697 322,612
Accrued interest and dividends 22,025 --
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Total receivables 316,722 348,331
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Cash 12,186 79,639
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Net assets available for benefits $ 14,429,246 $ 13,607,398
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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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2002 2001
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Additions to net assets attributed to: -
Investment income (loss):
Net appreciation (depreciation) in fair value of
investments (Note 5) $ (1,114,001) $ 287,474
Interest 29,870 27,383
Dividends 291,151 423,761
Realized gains on sales of investments 7,396 151,344
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Total investments income (loss) (785,584) 889,962
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Contributions:
Employer profit sharing 689,885 603,645
Employee salary deferral 2,104,110 1,363,894
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Total contributions 2,793,995 1,967,539
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Transfer from other plans (Note 7) -- 4,704,571
Transfer from ESOP Plan (Note 9) 243,925 260,464
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Total transfers 243,925 4,965,035
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Total additions 2,252,336 7,822,536
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Deductions from net assets attributed to:
Transfer to other plan (Note 8) -- 9,563,019
Benefits paid to participants 1,430,488 1,539,129
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Total deductions 1,430,488 11,102,148
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Net increase (decrease) 821,848 (3,279,612)
Net assets available for benefits:
Beginning of year 13,607,398 16,887,010
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End of year $ 14,429,246 $ 13,607,398
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See accompanying notes to financial statements.
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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. 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 appointed by the
Company's Board of Directors (the "Board"). The Trust Department of Tompkins
Trustco, Inc. is the Plan's Trustee.
Effective December 31, 1999, the Company acquired Letchworth
Independent Bancshares Corporation, holding corporation for the Bank of Castile.
Letchworth Independent Bancshares Corporation operated a defined contribution
pension plan known as The Bank of Castile Salary Savings Plan. In addition, the
Company acquired Mahopac National Bank. Mahopac National Bank operated a defined
contribution pension plan known as Mahopac National Bank Retirement Savings
Plan. Effective on January 1, 2001, The Bank of Castile Salary Savings Plan and
Mahopac National Bank Retirement Savings Plan merged with the Plan (see Note 7).
Eligibility - An employee shall become eligible for participation in
the profit sharing plan and matching provisions of 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). However, any eligible employee of the Company or its
affiliated entities on December 31, 2000, automatically became a participant of
the plan on January 1, 2001. Leased employees, employees covered under a
collective bargaining agreement and "on call" employees are not eligible to
participate.
Contributions - 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.
Participants may also voluntarily contribute from 1% to 15% of their
base salary to the Plan. These contributions are eligible for matching
contributions of 100% of the first 3% of elected deferral and 50% of the next 2%
of elected deferral.
Participants' accounts - Each participant's account is credited with
the participant's elected portion of the Company's contribution, 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.
-4-
Vesting - Participants are immediately 100% vested in the Plan.
Investment options - Upon enrollment in the Plan, a participant may
direct contributions to the Plan in any of the eleven (11) investment options.
Participants may change their investment options daily.
Participant loans receivable - Employees of the Company who are
participants of the Plan may borrow no more than once each plan year from the
cash fund portion of their account under the Plan. The minimum loan amount is
$1,000 and the maximum 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 with interest at the current bank rate at the time of the loan.
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.
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, 2002 and 2001, at market value as listed on the
American Stock Exchange for publicly traded securities. The current value per
share of common stock at December 31, 2002 and 2001, was $44.10 and $40.25,
respectively. 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. These
investments are subject to normal market risk.
Economic dependency and concentration of risk - The Plan has
approximately 33% of its assets invested in Tompkins Trustco, Inc. Common Stock
as of December 31, 2002 and 2001. In addition, the Plan has approximately 26%
and 29% of its assets invested in Wright Mutual Funds as of December 31, 2002
and 2001, respectively. Accordingly, the Plan is dependent upon the financial
condition of the Company and Wright Mutual Funds.
-5-
Reclassification - Certain amounts in the 2001 financial statements
have been reclassified to conform to the 2002 presentation.
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 is qualified and the trust established under the Plan is
tax-exempt, under the appropriate sections of the Internal Revenue Code ("IRC").
The Plan has been amended since receiving the 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 IRC.
Therefore, they believe that the Plan was qualified and the related trust was
tax-exempt as of the financial statement date.
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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2002 2001
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Federated Prime Obligations - money market funds $ 2,260,699 $ 1,839,424
Federated Managed Allocation Growth Select 374,483 312,447
Federated Managed Allocation Moderate Growth
Select 411,518 358,376
Federated Managed Allocation Income Select 182,242 107,133
Wright Selected Blue Chip Mutual Funds 1,900,168 2,022,258
Wright Major Blue Chip Mutual Funds 1,406,360 1,531,617
Wright Managed Income US Government Near
Term Bond Fund 476,687 361,678
Janus Enterprise Fund 606,603 464,355
American Century Ultra 672,644 554,791
American Century International Growth Fund 628,700 685,535
Tompkins Trustco, Inc. Common Stock - Allocated 4,722,713 4,464,892
Participant loans receivable 457,521 476,922
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Total investments at fair value $ 14,100,338 $ 13,179,428
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Investments that represent 5% or more of the Plan's net assets
($721,462 for 2002 and $680,370 for 2001) are separately identified above.
-6-
The Plan's investments appreciated (depreciated) in fair value as
follows:
Year ended December 31,
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2002 2001
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Mutual funds $ (1,169,175) $ (859,501)
Common stock of Tompkins Trustco, Inc. 55,174 1,146,974
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Net appreciation (depreciation) in fair value $ (1,114,001) $ 287,473
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Note 6 - Termination of the Plan
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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 mergers
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As discussed in Note 1, effective on January 1, 2001, The Bank of
Castile Salary Savings Plan and Mahopac National Bank Retirement Savings Plan
merged with the Plan in connection with a merger of the Plan sponsors.
Accordingly, The Bank of Castile Salary Savings Plan transferred in net assets
of $2,840,577 and Mahopac National Bank Retirement Savings Plan transferred in
net assets of $1,863,994.
Note 8 - Plan amendments
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Effective January 1, 2001, the Plan was amended and restated to divide
the Plan into two (2) separate plans by spinning off the non-participant
directed investments consisting of the common stock issued by the Company into a
new employee stock ownership plan known as Tompkins Trustco, Inc. Employee Stock
Ownership Plan. The Plan transferred $9,563,019 of net assets to the Tompkins
Trustco, Inc. Employee Stock Ownership Plan.
Effective May 1, 2001, the Plan was amended to allow all affiliated
entities of the Company to participate in the Plan.
Effective January 1, 2002, the Plan was amended as required by the
Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA) to allow
catch-up contributions for participants fifty (50) years of age and older and to
increase annual compensation limits for contribution and benefit purposes.
Note 9 - 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 (90) days after the close of each plan year. The participants may make
this election over a six (6) year period. The funds elected to be diversified
are transferred to the Plan and invested in funds as chosen by the participant.
During 2002 and 2001, participants transferred $243,925 and $260,464,
respectively.
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SUPPLEMENTAL SCHEDULES
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SCHEDULE I
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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, 2002
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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
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Federated Prime Obligations Money Market Fund, 2,260,699
shares $ 2,260,699 $ 2,260,699
American Century Ultra Mutual Fund, 32,000 shares 885,667 672,644
Federated Managed
Allocation Growth Select Mutual Fund, 39,712 shares 485,088 374,483
Federated Managed
Allocation Moderate Growth
Select Mutual Fund, 42,733 shares 483,200 411,518
Janus Enterprise Fund Mutual Fund, 26,431 shares 977,359 606,603
Wright Selected Blue Chip
Equity Mutual Fund, 204,980 shares 2,885,193 1,900,168
Wright Major Blue Chip
Equity Mutual Fund, 164,103 shares 2,121,903 1,406,360
American Century
International Growth Mutual Fund, 98,697 shares 1,059,886 628,700
Federated Managed
Allocation Income Select Mutual Fund, 17,973 shares 183,400 182,242
Wright Managed Income US
Government Near Term
Bond Mutual Fund, 45,422 shares 466,206 476,687
* Tompkins Trustco, Inc. Common Stock, 107,091 shares 2,334,196 4,722,713
* Participant loans receivable Participant loans receivable with
various rates of interest from 457,521 457,521
6% to 10% ------------ ------------
Total investments $ 14,600,318 $ 14,100,338
============ ============
* - Party-in-interest as defined by ERISA.
-8-
SCHEDULE II
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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 INVESTMENT ASSETS
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THAT WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
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(Required Disclosure of Line 4i on Schedule H of Form 5500, Part 2)
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FOR THE YEAR ENDED DECEMBER 31, 2002
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(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
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- NONE -
-9-
SCHEDULE III
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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 REPORTABLE TRANSACTIONS
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(Required Disclosure of Line 4j on Schedule H of Form 5500)
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FOR THE YEAR ENDED DECEMBER 31, 2002
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(b)
Description of (h)
asset (include (f) Current
interest rate Expense value of
(a) and maturity (c) (d) (e) incurred (g) asset on (i)
Identity of in case of a Purchase Selling Lease with Cost of transaction Net gain or
party involved loan) price price rental transaction asset date (loss)
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- NONE -
-10-
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, 2003 By: /s/ FRANCIS M. FETSKO
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Francis M. Fetsko
Senior Vice President
Chief Financial Officer
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Exhibit Index
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Exhibit Number Description Page
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23.1 Consent of Dannible & McKee
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