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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K\A
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 0-27514
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TOMPKINS COUNTY TRUSTCO, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 161482357-8
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
THE COMMONS, P.O. BOX 460, ITHACA, NEW YORK 14851
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (607) 273-3210
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of Class: COMMON STOCK ($.10 PAR VALUE)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the registrant's voting stock held by non-
affiliates was approximately $96,600,000 on March 20, 1996, based on the closing
sales price of the registrant's common stock, $.10 par value (the "Common
Stock"), as reported on the Nasdaq National Market as of such date.
The number of shares of the registrant's Common Stock outstanding as of March
20, 1996 was 3,558,463 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report to Stockholders for the fiscal year ended December 31, 1995 (the
"Annual Report") filed with the Securities and Exchange Commission on March 22,
1996 is incorporated herein by reference (Parts I and II).
Proxy Statement (the "Proxy Statement") filed with the Securities and
Exchange Commission on March 22, 1996 in connection with the 1996 Annual
Meeting of Stockholders is incorporated herein by reference (in Part III).
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TOMPKINS COUNTY TRUSTCO., INC.
EXPLANATORY NOTE
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This Form 10-K/A (the "Form") is being filed with the Securities and
Exchange Commission (the "Commission") pursuant to General Instruction
G.(3) of Form 10-K. Pursuant to Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, item 9 of the Form has been restated in its
entirety.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
On recommendation of its Audit/Examining Committee, at its board
meeting held on March 14, 1995, the Board of Directors of TCTC engaged the
firm of KPMG Peat Marwick LLP ("KPMG") as its independent auditors for the
year ending December 31, 1995 to replace the firm of Ernst & Young LLP
("E&Y"), who were dismissed as auditors of TCTC effective upon the filing
by TCTC of its Annual Report on Form F-2 with the FDIC on March 30, 1995.
The reports of E&Y on TCTC's financial statements for the years ended
December 31, 1994 and 1993 did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During each of the two years ended December 31, 1994 and 1993 and the
subsequent interim period ending at the date of dismissal of E&Y, there
were no disagreements with E&Y on any matters of accounting principles or
practices, financial statement disclosure or auditing scope and procedures
which, if not resolved to the satisfaction of E&Y, would have caused E&Y to
make reference to the matter in their reports.
During each of the two years ended December 31, 1994 and 1993 and the
subsequent interim period ending at the date of dismissal of E&Y, there
were no "reportable events" as defined under Item 304(a)(1)(v) of
Regulation S-K.
The Company has requested that E&Y furnish it with a letter
addressed to the Securities and Exchange Commission (the "Commission")
stating whether it agrees with the above statements. A copy of E&Y's
letter to the Commission is filed as Exhibit 16 to this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
TOMPKINS COUNTY TRUSTCO, INC.
By:/S/ JAMES J. BYRNES
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James J. Byrnes
Chairman of the Board, President and
Chief Executive Officer
Date: September 20, 1996
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EXHIBIT INDEX
The following designated exhibits are, as indicated below, either
filed herewith or have heretofore been filed with the Commission under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, and are incorporated herein by reference to such filings. As
indicated, various exhibits are incorporated herein by reference to the
identically numbered exhibit contained in the Registrant's Registration
Statement on Form 8-A (No. 0-27514), as filed with the Commission on
December 29, 1995 and amended by the Company's Form 8-A/A filed with the
Commission on January 22, 1996 (the "Form 8-A").
<TABLE>
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Exhibit
Number Title of Exhibit Page
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<S> <C> <C>
2. Agreement and Plan of Reorganization, dated
as of March 14, 1995, among TCTC, the Company
and TCTC Interim Bank (1)
3.1 Certificate of Incorporation of the Company (1)
3.2 Bylaws of the Company (1)
4. Form of Specimen Common Stock Certificate of the
Company (1)
10.2 1992 Stock Option Plan (1)
10.3 1996 Stock Retainer Plan for Non-Employee
Directors (1)
10.4 Form of Director Deferred Compensation Agreement (1)
10.5 Deferred Compensation Plan for Senior Officers (1)
10.6 Supplemental Executive Retirement Agreement with
James J. Byrnes (1)
10.7 Severance Agreement with James J. Byrnes (1)
10.8Lease Agreement dated August 20, 1993 between Tompkins
County Trust Company and Comex Plaza Associates, relating to
leased property at the Rothschilds Building, Ithaca, NY (2)
11 Statement of Computation of Earnings (2)
13 Annual Report to Stockholders for the fiscal year ended
December 31, 1995 (2)
16 Letter regarding change in certifying accountant 6
21 Subsidiaries of Registrant (2)
23.1 Consent of Ernst & Young LLP (2)
23.2 Consent of KPMG Peat Marwick LLP (2)
99 Report of Ernst & Young LLP for the fiscal years ended
December 31, 1994 and 1993 (2)
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(1) Incorporated by reference herein to the identically numbered exhibit of
the Form 8-A.
(2) Previously filed with the Form 10-K which this Form 10-K/A amends.
WPFILES\TCTC\SEC&FDIC\FORM10KA.02
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EXHIBIT 16
September 18, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 9 of this Form 10-K\A for the fiscal year ended December
31, 1995, of Tompkins County Trustco, Inc. and are in agreement with the
statements contained in paragraphs 1 through 4 on page 3 therein.
ERNST & YOUNG LLP
