TOMPKINS COUNTY TRUSTCO INC
8-K, 1996-11-15
STATE COMMERCIAL BANKS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  __________

                                   FORM 8-K

                                Current Report
                                  Pursuant to
                            Section 13 or 15(d) of
                      The Securities Exchange Act of 1934

      Date of Report (Date of Earliest Event Reported): November 13, 1996


                                  __________


                         TOMPKINS COUNTY TRUSTCO, INC.
                     ------------------------------------
            (Exact name of Registrant as specified in its charter)

       New York                   0-27514                   161482357-8
(State of other jurisdic-  (Commission File Number) (I.R.S. Employer I.D. Number
tion of Incorporation

                                  __________


    P.O. Box 460, The Commons, Ithaca, New York                    14851
    -------------------------------------------                 ---------
    (Address of Principal Executive Offices)                    (Zip Code)


                                (607) 273-3210
                              -----------------
               Registrant's Telephone Number including area code

                               Page 1 of 5 pages
                            Exhibit Index on page 4
<PAGE>
 
Item 5.    Other Events

        On November 13, 1996, Tompkins County Trustco, Inc. announced that its
Board of Directors had authorized a $3 million stock purchase program.  The
press release announcing the stock purchase program is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.


Item 7.    Financial Statements and Exhibits

           Exhibit 99.1    Press Release dated November 13, 1996 announcing 
                           stock purchase program.
<PAGE>
 
                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                         TOMPKINS COUNTY TRUSTCO, INC.



                                         By: /s/ JAMES J. BYRNES
                                             -------------------
                                             James J. Byrnes
                                             Chairman of the Board, President
                                             and Chief Executive Officer


Date: November 14, 1996
<PAGE>
 
Exhibit Index
- -------------

Exhibit 99.1    Press Release dated November 13, 1996 announcing stock purchase
                program.

<PAGE>
 
                                                                    EXHIBIT 99.1

                                                      For additional information
                                                         contact James J. Byrnes
                                                                    607-273-3210

FOR IMMEDIATE RELEASE

November 13, 1996

        Tompkins County Trustco, Inc. (TCTC - NASDAQ) announced today that its
Board of Directors has authorized the repurchase of up to $3 million of
Trustco's Common Stock. Trustco presently has outstanding approximately 3.3
million shares of Common Stock. The shares of Common Stock may be repurchased
from time to time in open market regular or block transactions.

        As previously announced, the corporation completed the purchase of
244,371 shares of Common Stock of RHP Incorporated. These shares have been
retired, resulting in 3,315,191 shares of outstanding Trustco Common Stock.

        Trustco also announced that its Board of Directors approved a fourth
quarter dividend of $.30 per share of Common Stock, payable on December 15, 1996
for shareholders of record on December 1, 1996. This dividend represents an 11%
increase over the previous quarter, and brings the total dividends paid in 1996
to $1.10. The increased dividends reflect the ongoing profitability of the
company.


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