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): JULY 30, 1999
TOMPKINS TRUSTCO, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 1-12709 16-1482357
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
The Commons, P.O. Box 460, Ithaca, NY 14851
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number including area code): (607) 273-3210
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NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 2, 1999, Tompkins Trustco, Inc. ("Tompkins") announced that
it had entered into an Agreement and Plan of Reorganization (the "Agreement")
with Letchworth Independent Bancshares Corporation ("Letchworth"), which
provides for the acquisition by Tompkins of Letchworth in a tax-free,
stock-for-stock exchange (the "Merger"). The Merger is subject to certain
conditions, including approval by the shareholders of Tompkins and Letchworth
and the receipt of required regulatory approvals. In connection with the
Agreement, Tompkins and Letchworth entered into a Stock Option Agreement (the
"Option Agreement") pursuant to which Letchworth granted Tompkins an option,
exercisable under certain circumstances, to purchase newly issued shares of
$1.00 par value common stock of Letchworth equal to approximately 19.9% of
Letchworth's issued and outstanding shares.
Tompkins and Letchworth issued a joint press release on August 2, 1999
describing the execution of the Agreement by the two companies. Such press
release is filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release of Tompkins Trustco, Inc. and Letchworth
Independent Bancshares Corporation dated August 2,1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOMPKINS TRUSTCO, INC.
Date: August 13, 1999 By: /s/ JAMES J. BYRNES
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James J. Byrnes
Chairman, President and
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
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99.1 Press Release of Tompkins Trustco, Inc. and Letchworth
Independent Bancshares Corporation dated August 2, 1999.
FOR IMMEDIATE RELEASE
FOR FURTHER INFORMATION, CONTACT:
James J. Byrnes, Chairman & CEO
Tompkins Trustco, Inc.
(607) 273-3210
James W. Fulmer, President & CEO
Letchworth Independent Bancshares Corporation
(716) 493-2570, x246
Ithaca and Castile, New York - August 2, 1999
Ithaca based, Tompkins Trustco, Inc., (Amex "TMP") and Letchworth Independent
Bancshares Corporation (NASDAQ "LEBC") announced today that they have entered
into a definitive merger agreement for Tompkins Trustco, Inc. (Tompkins) to
acquire Letchworth, in a tax-free, stock-for-stock exchange. Letchworth is the
holding company for The Bank of Castile, and owns 70% of The Mahopac National
Bank.
Tompkins is the holding company for Tompkins County Trust Company in Ithaca, NY,
and upon completion of the merger will become a multibank holding company
operating three separately chartered banks. It is anticipated that each bank
will continue to operate under its own board as a community bank. The combined
organization will operate 28 branches, covering market areas that will include
Tompkins County and surrounding areas, the Genesee Valley region of Western New
York, and Putnam County. Total assets of the combined organization are expected
to be approximately $1.1 billion upon completion of the transaction.
Under the terms of the agreement, which was unanimously approved by both boards
of directors, Letchworth shareholders will receive 0.685 shares of Tompkins
shares for each share of Letchworth common stock. The value of the transaction
is approximately $81.5 million, which represents an exchange value of $23.80 per
Letchworth share, based upon the $34.75 closing stock price of Tompkins on July
30, 1999. The merger will be accounted for as a pooling of interests. Subject to
approval by shareholders of Tompkins and Letchworth, and to regulatory
approvals, the merger is expected to be consummated in the fourth quarter of
1999, or the first quarter of 2000, and will result in the issuance of
approximately 2.3 million shares of Tompkins common stock. Letchworth also
granted to Tompkins an option to purchase 19.9% of its outstanding stock under
certain circumstances.
It is planned that James W. Fulmer, President & CEO of Letchworth Independent
Bancshares Corporation, William Spain, Chairman of The Mahopac National Bank,
and Craig Yunker, Director of The Bank of Castile, will join the Tompkins board.
It is proposed to reconstitute the Tompkins board as an 11-member board, with
eight present directors joined by these three. The current board members of
Tompkins County Trust Company, The Bank of Castile and The Mahopac National Bank
are expected to continue in their current capacity. Under the planned merger,
James J. Byrnes will continue his role as Chairman & CEO of Tompkins Trustco,
Inc., with Mr. Fulmer serving as President.
<PAGE>
PRESS RELEASE
AUGUST 2, 1999
PAGE TWO
James J. Byrnes, Chairman and CEO of Tompkins said "We believe that this
represents a great enhancement of the long term prospects for profitable growth
at Tompkins Trustco and for all three banks. We share a strong commitment to
community banking. By working together, we will provide a higher level of
service capability to a combined market four to five times the size of Tompkins
County. The financial services industry is changing rapidly. Successful
companies will need to continually improve and, with this merger, we will be
much better positioned to make the necessary investment in people and
technology."
James Fulmer stated, "Forming successful partnerships is essential for long term
survival in business. This is an opportunity to align three community banks that
fit well together in terms of service, business philosophy and culture. As we
evaluated the potential of this merger, it became clear that it would serve our
shareholders, customers and employees very well. We are especially pleased to
affiliate with Tompkins, which is a financial organization of the highest
caliber."
The transaction is expected to be slightly dilutive to Tompkins' earnings per
share initially, and accretive thereafter. These expectations are based upon
estimated cost savings and revenue enhancements the Company expects to realize,
beginning in the year 2000.
Tompkins is a leading New York-based financial institution, which has served
customers in Tompkins County for over 160 years. Its assets at June 30, 1999
were approximately $687 million. The Company was recently ranked 5th among
mid-sized banking companies in a survey published by US BANKER magazine.
Letchworth is based in Castile, New York, and had assets of $443 million as of
June 30, 1999. The Bank of Castile has 12 full-service banking offices in
Wyoming, Genesee, Livingston, and Monroe counties. The Mahopac National Bank
operates three banking offices in Putnam County, the fastest growing county in
New York State, with plans to open a fourth office by year end.
In conjunction with the announcement of the merger, both companies
simultaneously announced the termination of previously announced Stock
Repurchase Programs.
Cautionary Statement Concerning Forward Looking Statements
This Press Release contains forward looking statements with respect to
management expectations, assumptions, financial condition, results of operations
and, assuming the consummation of the merger between Tompkins and Letchworth,
certain cost savings and revenue enhancements. Although management believes any
such statements are based upon reasonable assumptions, there is no assurance
that actual outcomes will not be materially different. The company assumes no
duty to update forward looking statements and cautions that these statements are
subject to numerous assumptions, risks, and uncertainties, all of which could
change over time.
