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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Tompkins County Trustco, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
890108103
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 890108103
1. NAME OF REPORTING PERSON
RHP Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S. I.D. # 15-0554498
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (U.S.A.)
5. SOLE VOTING POWER
244,371 shares
6. SHARED VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
244,371 shares
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
RHP Incorporated: 244,371 shares
Park Foundation, Inc.: 21,171 shares
Dorothy D. Park: 0 Shares
Dorothy D. Park, Personal Representative of the Estate of
Roy H. Park: 0 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / X /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
RHP Incorporated: 6.9%
Park Foundation, Inc.: <1%
12. TYPE OF REPORTING PERSON*
CO
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CUSIP No. 890108103
1. NAME OF REPORTING PERSON
Park Foundation, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S. I.D. # 16-6071043
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina (U.S.A.)
5. SOLE VOTING POWER
21,171 shares
6. SHARED VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
21,171 shares
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
RHP Incorporated: 244,371 shares
Park Foundation, Inc.: 21,171 shares
Dorothy D. Park: 0 shares
Dorothy D. Park, Personal Representative of the Estate of
Roy H. Park: 0 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / X /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
RHP Incorporated: 6.9%
Park Foundation, Inc.: <1%
12. TYPE OF REPORTING PERSON*
CO
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CUSIP No. 890108103
1. NAME OF REPORTING PERSON
Dorothy D. Park
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S. I.D. # ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
N/A
6. SHARED VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
N/A
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
RHP Incorporated: 244,371 shares
Park Foundation, Inc.: 21,171 shares
Dorothy D. Park: 0 shares
Dorothy D. Park, Personal Representative of the Estate of
Roy H. Park: 0 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / X /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
RHP Incorporated: 6.9%
Park Foundation, Inc.: <1%
12. TYPE OF REPORTING PERSON*
OO
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CUSIP No. 890108103
1. NAME OF REPORTING PERSON
Dorothy D. Park, Personal Representative of the Estate of Roy H. Park
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
I.R.S. I.D. # 16-6401124
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / X /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5. SOLE VOTING POWER
N/A
6. SHARED VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
N/A
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
RHP Incorporated: 244,371 shares
Park Foundation, Inc.: 21,171 shares
Dorothy D. Park: 0 shares
Dorothy D. Park, Personal Representative of the Estate of
Roy H. Park: 0 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / X /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
RHP Incorporated: 6.9%
Park Foundation, Inc.: <1%
12. TYPE OF REPORTING PERSON*
OO
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Item 1. Security and Issuer
(a) Name of the Issuer: Tompkins County Trustco, Inc.
(b) Address of Issuer's Principal Executive Offices:
The Commons
P.O. Box 460
Ithaca, N.Y. 14851
Item 2. Identity and Background
(a) Name of Person Filing:
RHP Incorporated
Park Foundation, Inc.
Dorothy D. Park
Dorothy D. Park, Personal Representative of the Estate of Roy H. Park
(b) Address of Principal Business Office or, if none, Residence:
RHP Incorporated
Park Foundation, Inc.
P.O. Box 550
Ithaca, New York 14850
Dorothy D. Park
Dorothy D. Park, Personal Representative
of the Estate of Roy H. Park
205 Devon Rd.
Ithaca, New York 14851
(c) Citizenship:
RHP Incorporated is a Delaware corporation
Park Foundation, Inc. is a North Carolina non-profit corporation
Dorothy D. Park: U.S.A.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
890108103
Item 3. N/A
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Item 4. Ownership
(a) Amount Beneficially Owned
RHP Incorporated: 244,371 shares
Park Foundation, Inc.: 21,171 shares
Dorothy D. Park: 0 shares
Dorothy D. Park, Personal Representative of the Estate of
Roy H. Park: 0 shares
(b) Percent of Class
RHP Incorporated: 6.9%
Park Foundation, Inc.: <1%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
RHP Incorporated: 244,371 shares
Park Foundation, Inc.: 21,171 shares
Dorothy D. Park: 0 shares
Dorothy D. Park, Personal Representative of the Estate of
Roy H. Park: 0 shares
(ii) shared power to vote or direct the vote:
N/A
(iii) sole power to dispose or to direct the disposition:
RHP Incorporated: 244,371 shares
Park Foundation, Inc.: 21,171 shares
Dorothy D. Park: 0 shares
Dorothy D. Park, Personal Representative of the Estate of
Roy H. Park: 0 shares
(iv) shared power to dispose or direct the disposition:
N/A
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the securities,
check the following: x
---
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
On September 23, 1996, the issuer announced that it had agreed
to repurchase, in a privately negotiated transaction, 244,371
shares of its common stock, $.10 par value, from RHP
Incorporated, subject to the closing of the sale of capital
stock of RHP Incorporated to an unrelated third party. On
September 20, 1996, Dorothy D. Park, the Estate of Roy H. Park
(the "Estate"), and a trust for the benefit of Mrs. Park
created under Mr. Park's will (of which Mrs. Park is a
co-trustee) entered into an agreement to sell all of the
issued and outstanding shares of RHP Incorporated to BT
Investment Partners, Inc. That transaction is scheduled to
close on October 15, 1996 (the "Closing").
Upon occurrence of the Closing, the parties filing this
amended Schedule 13G will no longer constitute a "group"
for purposes of Section 13. Although RHP Incorporated will
continue to own 244,371 shares of the issuer's outstanding
common stock after the Closing and until such time, if any,
as those shares are sold to the issuer or otherwise disposed
of, Park Foundation, Inc. and Dorothy D. Park, personally and
as Personal Representative of the Estate, will have no further
reporting obligations with respect to shares of the issuer's
common stock held by RHP Incorporated after the Closing.
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Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
N/A
Item 8. Identification and Classification of Members of the Group
Previously, RHP Incorporated, Park Foundation, Inc. and
Dorothy D. Park, personally and as Personal Representative
of the Estate, filed as a "group" under Rule 13d-1(c). As
discussed above, that group will dissolve upon occurrence
of the Closing of the sale of all outstanding shares of RHP
Incorporated to an unaffiliated third party.
Item 9. Notice of Dissolution of Group
As discussed above, it is anticipated that all outstanding
shares of RHP Incorporated will be sold to an unaffiliated
third party on October 15, 1996. Upon occurrence of the
Closing, RHP Incorporated, Park Foundation, Inc. and Dorothy
D. Park, personally and as Personal Representative of the
Estate, will no longer constitute a "group" for purposes of
Section 13 of the Securities Exchange Act of 1934, as amended.
While RHP Incorporated will continue to own 244,371 shares
of the issuer's outstanding common stock after the Closing
and until such time, if any, as those shares are sold to the
issuer or otherwise disposed of, the parties filing this
amended Schedule 13G will have no further reporting
obligations with respect to shares of the issuer's common
stock held by RHP Incorporated after the Closing.
Item 10. Certification
N/A
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: 10/11/96 RHP INCORPORATED
/s/ Dorothy D. Park
---------------------
By: Dorothy D. Park
Title: President
Date: 10/11/96 PARK FOUNDATION, INC.
/s/ Dorothy D. Park
-------------------
By: Dorothy D. Park
Title: President
Date: 10/11/96 DOROTHY D. PARK
/s/ Dorothy D. Park
-------------------
Date: 10/11/96 DOROTHY D. PARK, PERSONAL REPRESENTATIVE OF
THE ESTATE OF ROY H. PARK
/s/ Dorothy D. Park
-------------------
By: Dorothy D. Park
Title: Personal Representative
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
