SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal year ended: December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number: 1-12709
TOMPKINS TRUSTCO, INC. 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, 2003 AND 2002
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TABLE OF CONTENTS
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Page No.
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INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
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, 2003 (Schedule I) 9
Schedule of Investment Assets That Were Both Acquired and Disposed
of Within the Plan Year for the Year Ended December 31, 2003
(Schedule II) 10
Schedule of Reportable Transactions for the Year Ended
December 31, 2003 (Schedule III) 11
Independent Auditor's Report
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April 29, 2004
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, 2003 and 2002, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 2003 and 2002, and the changes in net assets available
for benefits for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
Assets Held for Investment Purposes at End of Year as of December 31, 2003,
Investment Assets That Were Both Acquired and Disposed of Within the Plan Year
for the Year Ended December 31, 2003, and Reportable Transactions for the Year
Ended December 31, 2003, are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
TOMPKINS TRUSTCO, INC.
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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 2003 2002
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Investments by fund, at fair value (Notes 1, 2 and 5):
Money market funds $ 2,328,437 $ 2,260,699
Mutual funds 10,495,724 6,659,405
Corporate stock of Tompkins Trustco, Inc., the
plan sponsor 5,787,288 4,722,713
Participant loans receivable 491,176 457,521
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Total investments 19,102,625 14,100,338
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Receivables:
Employee contributions (Note 9) 325,492 294,697
Accrued interest and dividends 2,910 22,025
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Total receivables 328,402 316,722
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Cash 52,438 12,186
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Net assets available for benefits $ 19,483,465 $ 14,429,246
============ ============
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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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year ended December 31,
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2003 2002
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Additions to net assets attributed to: -
Investment income:
Net appreciation in fair value of investments (Note 5) $ 2,549,812 $ --
Interest 25,954 29,870
Dividends 213,899 291,151
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Total investment income 2,789,665 321,021
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Contributions:
Employer profit sharing 759,551 689,885
Employee salary deferral (Note 9) 2,020,907 2,104,110
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Total contributions 2,780,458 2,793,995
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Transfer from other plan (Note 8) 176,762 243,925
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Total additions 5,746,885 3,358,941
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Deductions from net assets attributed to:-
Investment income:
Net depreciation in fair value of investments (Note 5) -- 1,106,605
Benefits paid to participants 692,666 1,430,488
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Total deductions 692,666 2,537,093
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Net increase 5,054,219 821,848
Net assets available for benefits:
Beginning of year 14,429,246 13,607,398
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End of year $ 19,483,465 $ 14,429,246
============ ============
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 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 2003 and 2002.
Participants' accounts - Each participant's account is credited with the
participant's elective defferal, 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.
- 4 -
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
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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, 2003 and 2002, 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 30% and 33% of its assets invested in Tompkins Trustco, Inc.
common stock as of December 31, 2003 and 2002, respectively. In addition, the
Plan has approximately 30% and 26% of its assets invested in Wright Mutual Funds
as of December 31, 2003 and 2002, respectively. The Plan also has approximately
21% and 23% of its assets invested in Federated Mutual Funds as of December 31,
- 5 -
2003 and 2002, respectively. Accordingly, the Plan is dependent upon the
financial condition of the Company, Wright Mutual Funds and Federated Mutual
Funds.
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
-------------------
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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2003 2002
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Investments, at fair value:
Tompkins Trustco, Inc. Common Stock $ 5,787,288 $ 4,722,713
Wright Managed Income U.S. Government Near
Term Bond Mutual Fund 723,326 476,687
Wright Major Blue Chip Mutual Fund 2,081,624 1,406,360
Wright Selected Blue Chip Mutual Fund 2,837,101 1,900,168
Federated Prime Obligations - Money
Market Funds 2,328,437 2,260,699
Federated Managed Allocation Moderate Growth
Select Mutual Fund 640,038 411,518
Federated Managed Allocation Growth Select
Mutual Fund 638,631 374,483
Federated Total Return Bond Mutual Fund 321,960 182,242
American Century Ultra 1,259,176 672,644
American Century International Growth Fund 920,855 628,700
Janus Enterprise Fund 1,073,013 606,603
Participant loans receivable 491,176 457,521
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$ 19,102,625 $ 14,100,338
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- 6 -
Investments that represent 5% or more of the Plan's net assets ($974,065
for 2003 and $721,462 for 2002) are separately identified above.
The Plan's investments (including investments bought, sold and held
during the year) appreciated (depreciated) in fair value are as follows:
Year ended December 31,
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2003 2002
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Various mutual funds $ 1,816,831 $ (1,493,126)
Common stock of Tompkins Trustco, Inc. 732,981 386,521
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$ 2,549,812 $ (1,106,605)
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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 amendments
------------------------
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 years of age and older and to
increase annual compensation limits for contribution and benefit purposes.
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 2003 and
2002, participants transferred $176,762 and $243,925, respectively.
- 7 -
Note 9 - 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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2003 2002
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Net assets available for benefits per the
financial statements $ 19,483,465 $ 14,429,246
Less - Employee contribution receivable 325,492 294,697
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Net assets available for benefits per the
Form 5500 $ 19,157,973 $ 14,134,549
============ ============
The following is a reconciliation of employee contributions per the
financial statements to Form 5500 for the year ended December 31, 2003:
Employee contributions per the financial statements $ 2,020,907
Add - Amounts received from employee elective
deferral of 2002 profit sharing, cash portion,
received in 2003 294,697
Less - Amounts receivable from employee elective
deferral of 2003 profit sharing, cash portion,
received in 2004 325,492
------------
Benefits paid to participants per Form 5500 $ 1,990,112
============
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.
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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, 2003
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(c)
Description of investment
(b) including maturity date, rate of (e)
Identity of issue, borrower, interest, collateral, par or (d) Current
(a) lessor or similar party maturity value Cost value
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Federated Prime Obligations Money Market Fund,
2,328,437 shares $ 2,328,437 $ 2,328,437
American Century Ultra Mutual Fund, 47,696 shares 1,238,336 1,259,176
Federated Managed
Allocation Growth Select Mutual Fund, 54,121 shares 626,225 638,631
Federated Managed
Allocation Moderate
Growth Select Mutual Fund, 55,801 shares 613,954 640,038
Janus Enterprise Fund Mutual Fund, 34,425 shares 1,160,236 1,073,013
Wright Selected Blue
Chip Equity Mutual Fund, 239,014 shares 3,175,202 2,837,101
Wright Major Blue
Chip Equity Mutual Fund, 197,685 shares 2,380,220 2,081,624
American Century
International Growth Mutual Fund, 116,123 shares 1,117,150 920,855
Federated Total Return
Bond Fund Mutual Fund, 29,701 shares 321,120 321,960
Wright Managed Income US
Government Near
Term Bond Mutual Fund, 70,568 shares 727,623 723,326
* Tompkins Trustco, Inc. Common stock, 125,674 shares 2,836,113 5,787,288
* Participant loans receivable Participant loans receivable
with various rates of interest
from 6% to 10% 491,176 491,176
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Total investments $ 17,015,792 $ 19,102,625
============ ============
* A party-in-interest as defined by ERISA.
- 9 -
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, 2003
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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 -
- 10 -
SCHEDULE III
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TOMPKINS TRUSTCO, INC.
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INVESTMENT AND STOCK OWNERSHIP PLAN
-----------------------------------
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, 2003
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================================================================================
(b)
Description
of asset
(include (h)
interest rate (f) Current (i)
(a) and Expense (g) value of Net
Identity of maturity in (c) (d) (e) incurred Cost asset on gain
party case of a Purchase Selling Lease with of transaction or
involved loan) price price rental transaction asset date (loss)
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- NONE -
- 11 -
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 22, 2004 By: /s/ FRANCIS M. FETSKO
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Francis M. Fetsko
Executive Vice President
Chief Financial Officer
- 12 -
Exhibit Number Description Page
23.1 Consent of Dannible & McKee 14
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