AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000
REGISTRATION NO. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TOMPKINS TRUSTCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 16-1482357
(State or other juris- (I.R.S. Employer
diction of incorporation identification No.)
or organization)
P.O. BOX 460
The Commons
Ithaca, New York 14850
(607) 273-3210
(ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER,
INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
JAMES J. BYRNES
CHIEF EXECUTIVE OFFICER
TOMPKINS TRUSTCO, INC.
P.O. BOX 460
ITHACA, NEW YORK 14850
(607) 273-3210
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Thomas E. Willett, Esq.
Harris Beach & Wilcox, LLP
130 East Main Street
Rochester, New York 14604
(716) 232-4440
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON
AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
<PAGE>
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registrations statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Each Class to be Price Per Offering tration
of Securities to be Registered Registered(1) Share (2) Price (2) Fee
------------------------------ ------------- ---------- ----------- ------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value........... 20,000 shares $24.5625 $491,250 $129.69
</TABLE>
(1) Represents number of shares expected to be sold under Registrant's
Dividend Reinvestment Plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and based upon prices on the AMEX on June 16,
2000.
<PAGE>
TOMPKINS TRUSTCO, INC.
BUYDIRECT
AN OPEN AVAILABILITY AND DIVIDEND REINVESTMENT PLAN
This Prospectus describes the Tompkins Trustco, Inc. Dividend
Reinvestment Plan. The Plan, called Buy Direct, allows both current stockholders
and interested first time investors to purchase Tompkins Trustco, Inc. common
stock without the customary brokerage expenses and also to reinvest cash
dividends on the common stock automatically.
Existing stockholders and new investors can make an initial stock
purchase directly through the Plan without a broker. Once enrolled in the Plan,
participants can make additional optional cash purchases of Tompkins Trustco,
Inc. common stock. Cash dividends paid to participating holders of Tompkins
Trustco, Inc. common stock can be reinvested automatically to purchase
additional shares.
Participation in the Plan is entirely voluntary. A participant may
withdraw any or all of his or her shares from the plan at any time.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SECURITIES OR HAS DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PLAN ACCOUNTS ARE NOT SAVINGS ACCOUNTS, DEPOSIT ACCOUNTS OR OBLIGATIONS
OF A BANK. THUS, PLAN ACCOUNTS ARE NOT INSURED BY THE FDIC, SIPC OR ANY OTHER
GOVERNMENT AGENCY, AND MAY LOSE VALUE. THERE IS NO BANK GUARANTY OF YOUR PLAN
ACCOUNT OR THE SECURITIES IN YOUR ACCOUNT.
<PAGE>
PROSPECTUS JUNE 30, 2000
TABLE OF CONTENTS
Page
----
Information About Tompkins Trustco, Inc. ................................ 2
Overview of the Plan .................................................... 4
Further Description of Plan Services .................................... 5
Answer to Frequently Asked Questions .................................... 5
Terms and Conditions of the Plan ........................................ 9
Fees to Participants .................................................... 10
Available Information ................................................... 12
INFORMATION ABOUT TOMPKINS TRUSTCO, INC.
Tompkins Trustco, Inc. is a financial holding company. Our business is
primarily owning, supervising and controlling our banking subsidiaries. We are
the parent company of Tompkins County Trust Company and the Bank of Castile,
both of which are wholly-owned subsidiaries. We are also the parent company of
the Mahopac National Bank, which is approximately 70% owned by us. Tompkins
County Trust Company, the Bank of Castile and the Mahopac National Bank provide
community banking services to their local market areas in New York State.
2
<PAGE>
TOMPKINS
TRUSTCO, INC.
BuyDIRECT(SM)
An Open Availability and
Dividend Reinvestment Plan
for
Tompkins Trustco, Inc.
Common Stock,
Par Value $0.1O per Share
The Plan described in this booklet is sponsored and administered solely by The
Bank of New York and not by Tompkins Trustco, Inc.
More information on the Plan may be obtained by telephoning The Bank of New York
at 1 (800) 524-4458 or by e-mail at shareowner-svcs@bankofnycom. A copy of the
latest Annual Report to Stockholders of Tompkins Trustco, Inc. or its current
report on Form 10-K may be requested by e-mail at [email protected] or
by telephoning Tompkins Trustco, Inc. at 607-273-3210.
This booklet is not an offer to sell or a solicitation to purchase the Common
Stock of Tompkins Trustco, Inc. The Bank of New York and Tompkins Trustco, Inc.
provide no advice and make no recommendations with respect to any security. Any
decision to purchase or sell securities must be made by each individual Plan
participant based on his or her own research and judgment or after consultation
with a professional investment advisor. Participation in the Plan is voluntary
and may be prohibited by the laws of certain countries other than the United
States.
BuyDIRECT is a service mark of The Bank of New York Company, Inc.
3
<PAGE>
TOMPKINS TRUSTCO, INC.
BuyDIRECT(SM)
OVERVIEW OF THE PLAN
As the Transfer Agent appointed by Tompkins Trustco, Inc. ("Tompkins Trustco,
Inc."), The Bank of New York offers this Open Availability and Dividend
Reinvestment Plan for shares of the Common Stock of Tompkins Trustco, Inc. The
Plan, called BUYDIRECT, allows both current stockholders and interested first
time investors to purchase Tompkins Trustco, Inc. Common Stock without the
customary brokerage expenses and also to reinvest cash dividends on the Common
Stock automatically.
THIS PLAN FEATURES:
o CONVENIENT DIRECT SHARE OWNERSHIP
Existing stockholders and new investors can make an initial stock
purchase directly through the Plan without a broker. Once enrolled in
the Plan, participants can make additional optional cash purchases of
Tompkins Trustco, Inc. Common Stock.
o AUTOMATIC DIVIDEND REINVESTMENT
Cash dividends paid to participating holders of Tompkins Trustco, Inc.
Common Stock can be reinvested automatically to purchase additional
shares.
o CERTIFICATE OR BOOK-ENTRY SHARE OWNERSHIP
Participants will receive timely statements and confirmations
reflecting their transaction history. A participant will not normally
be issued a physical certificate because The Bank of New York will
record his or her share ownership in "book-entry" form. Nevertheless,
the issuance of physical certificates may be requested at any time.
o SAFEKEEPING OF SHARES
A participant who holds or later acquires other shares of Tompkins
Trustco, Inc. Common Stock from other sources may deposit them directly
into the Plan for safekeeping, and all the Plan's features will then
apply to the deposited shares as well.
o WITHDRAWALS
A participant may withdraw any or all of his or her shares from the
Plan at any time.
o DIRECT SALE OR TRANSFER
Shares of Tompkins Trustco, Inc. Common Stock may be sold or
transferred directly through the Plan without having to arrange the
sale through an independent broker.
o COMMISSIONS OR FEES
Tompkins Trustco, Inc. will pay all commissions and service fees on
purchases of the Common Stock made through the Plan, on all
reinvestments of dividends through the Plan, and on all withdrawals of
shares from the Plan. The participant will be charged a brokerage
commission of $0.10 per share sold.
The foregoing is only an overview. The Terms and Conditions of the Plan are
stated at the end of this booklet, and in the event of any inconsistency, the
latter will prevail. The Terms and Conditions of the Plan are subject to change
without notice, and Tompkins Trustco, Inc. and The Bank of New York each retain
the right to discontinue the Plan at any time.
Please retain this brochure for future reference.
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FURTHER DESCRIPTION OF PLAN SERVICES
ELIGIBILITY & ENROLLMENT
Almost everyone is eligible to enroll in BuyDIRECT Interested investors may
participate in the Plan if they already own Tompkins Trustco, Inc. Common Stock,
and nonstockholders may enroll by making an initial purchase directly through
the Plan. To receive a Plan Enrollment Form or additional copies of this
booklet, simply contact The Bank of New York either at this toll free number:
1-800-524-4458
or by e-mail at: [email protected].
General information concerning the Plan may be obtained from the Plan
Administrator's website at http://stock.bankofny.com.
PURCHASES
Once enrolled in the Plan, you can invest in additional Tompkins Trustco, Inc.
Common Stock at any time by making optional cash contributions to the Plan in
amounts of your choosing. The Bank of New York will arrange to purchase the
appropriate number of shares on the open market for your account as soon as
practicable, normally within one week following receipt of your contributions.
You may at any time modify the contribution program you have specified on a Plan
Enrollment Form or on the tear-off portion of an account statement or
transaction advice you have received.
DIVIDEND REINVESTMENT
Unless you indicate otherwise on your Plan Enrollment Form, all cash dividends
paid on the shares of Tompkins Trustco, Inc. Common Stock in your account will
be automatically reinvested in more Tompkins Trustco, Inc. Common Stock. Because
both full and fractional shares will be carried in your account, the dividends
attributable to fractional shares will be reinvested just as those on your full
shares.
SAFEKEEPING OF CERTIFICATES
If you already own Tompkins Trustco, Inc. Common Stock in certificated form,
that is, if you hold actual certificates to represent your shares, you may
deposit the certificates into the Plan for safekeeping. This feature protects
your shares against possible loss, theft or accidental destruction and may save
you the expense of having to replace your certificates. Your previously acquired
shares deposited into the Plan also become eligible to participate in the
dividend reinvestment feature of the Plan.
CONVENIENT WAYS TO SELL OR TRANSFER -YOUR SHARES
Some or all of the shares owned by you, whether in book-entry or in certificated
form, can be easily sold or transferred through the Plan. You can choose to sell
or transfer any or all shares held in the Plan with or without issuing new
certificates, and without having to deal through a broker. Any fractional shares
in your account will be sold at the same price as full shares on a prorated
basis. You may also instruct The Bank of New York to issue a certificate in your
name for any shares held in the Plan at any time.
ANSWERS TO FREQUENTLY ASKED QUESTIONS
HOW DO I ENROLL IN THE PLAN?
Registered stockholders and first-time investors can enroll in BUYDIRECT by
completing and signing a Plan Enrollment Form. The account will be opened as
soon as practicable after The Bank of New York receives your Plan Enrollment
Form at the address printed on the form. You can obtain Plan Enrollment Forms
and copies of this booklet by contacting the Bank at the addresses on page 7 of
this booklet.
Once enrolled, participation in the Plan continues until terminated by you or
until the Plan terminates. If the Plan account is to be enrolled in multiple or
joint names, or if certificates registered in multiple or joint names are to be
deposited into the Plan, all the stockholders affected must sign the Plan
Enrollment Form.
5
<PAGE>
HOW CAN I PURCHASE ADDITIONAL SHARES?
You can easily purchase additional shares at any time by making optional cash
contributions. Your optional contributions are used to purchase shares of
Tompkins Trustco, Inc. Common Stock for your Plan account. No interest on
contributions held by The Bank of New York will be paid to you pending
investment.
You can make an optional cash contribution when joining the Plan by enclosing a
check or money order with your Plan Enrollment Form. Thereafter, further
contributions should be accompanied by the tear-off portion of an account
statement or transaction advice.
All cash contributions must be made by check or money order drawn on a United
States Bank in U.S. currency, payable to "The Bank of New York Tompkins Trustco,
Inc. Plan". Third party checks and checks payable to Tompkins Trustco, Inc.
directly cannot be accepted and will be returned.
Participants should be aware that the Common Stock trading price may rise during
the period between a request for purchase, its receipt by The Bank of New York
and the ultimate purchase of shares on the open market. The Bank of New York
may, at its own discretion, accept written requests to revoke instructions
previously given but not yet acted upon.
WHAT FEES ARE INVOLVED?
There is a one-time enrollment fee to be paid by Tompkins Trustco, Inc. Service
fees and brokerage commissions for cash investments will be paid by Tompkins
Trustco, Inc. For first-time purchases by investors who are not already
registered Tompkins Trustco, Inc. stockholders on the record of The Bank of New
York, the minimum initial investment amount is $100, payable in U.S. funds. The
minimum amount for subsequent investments and for initial investments by
existing, registered stockholders who deposit their shares into the Plan is $50.
The maximum investment per year is $100,000. (Like other provisions of the Plan,
these limits are subject to change from time to time.)
HOW CAN I REINVEST MY DIVIDENDS?
You can choose to reinvest all or a portion of the dividends paid on the shares
of Tompkins Trustco, Inc. Common Stock that are registered in your name under
the Plan. All dividends on shares in your Plan account will be reinvested,
including those attributable to fractional shares in your account, net of any
applicable tax withholding. Purchase of the additional shares will be made as
soon as practicable after the dividend payment date. Fractional shares are
calculated to four decimal places. Unless you indicate otherwise on the Plan
Enrollment Form, dividend reinvestment will occur automatically. Tompkins
Trustco, Inc. will pay all service and brokerage commissions associated with the
reinvestment of dividends in Tompkins Trustco, Inc. Common Stock.
You can change your instructions at any time by sending a new Plan Enrollment
Form to The Bank of New York. Any instruction changes must be received by the
Bank on or before the record date for that dividend. However, if you elect not
to reinvest any of your dividends, The Bank of New York will remit the net
dividends directly to you in cash at the same time they are paid to other
stockholders.
HOW DOES THE BANK PURCHASE THE SHARES?
Cash contributions and net dividends from all participants will be commingled to
purchase shares on the open market on the AMEX, or on such other exchange as
Tompkins Trustco, Inc. may hereafter choose for the trading of the Common Stock.
Purchases are usually made through BNY ESY & CO., a wholly-owned subsidiary of
The Bank of New York Company, Inc. Your account will be credited for the full
and fractional shares purchased on your behalf.
The price per share cannot be determined until a particular purchase is
completed. For optional cash contributions, purchases are made at least weekly,
and depending on the volume, as frequently as daily.
A transaction advice will be sent to you as soon as practical after each
investment showing the relevant purchase price and the number of shares credited
to your account. A statement showing all year-to-date transaction activity will
be mailed quarterly. You should retain these documents for tax purposes.
6
<PAGE>
For your convenience, statements and transaction advices will have tear-off
forms which can be filled-out with your instructions regarding certificate
issuance, purchase, certificate deposit, sale, and account termination. These
instructions will be honored as soon as practicable after receipt by The Bank of
New York in acceptable form.
HOW DOES THE PLAN PROVIDE FOR SAFEKEEPING OF CERTIFICATES?
If you already own Tompkins Trustco, Inc. Common Stock in certificated form, you
may elect to deposit the stock certificates into your Plan account for
safekeeping with The Bank of New York. These shares will be credited to your
account in book-entry form. You may, however, request a new stock certificate at
any time. All fees for issuing or canceling certificates will be borne by
Tompkins Trustco, Inc.
To deposit certificates, simply send them to The Bank of New York along with
your completed, signed Plan Enrollment Form. The certificates and enrollment
form should be sent via registered mail and must either be endorsed on the back
or be accompanied by a signed stock power.
MAY I RESELL MY SHARES?
You may instruct The Bank of New York to sell any or all shares held in your
account. Simply complete and sign the tear-off portion of your account statement
and mail it to The Bank of New York. Be certain that all participants named on
the account sign the instructions. Or for further information, call the Bank's
toll-free number on page 7 of this booklet. Signatures should be guaranteed by a
bank, broker or financial institution which is a member of the Signature
Guarantee Medallion Program.
As with purchases, the Bank aggregates all sale requests and then sells the
total number of shares on the open market through BNY ESY & CO. These shares are
sold at least weekly, and depending on volume, as frequently as daily. The
selling price cannot be known until each sale is completed. The proceeds of the
sale will be sent to you by check following the sale.
Participants should be aware that the Common Stock trading price may fall during
the period between a request for sale, its receipt by The Bank of New York and
the ultimate sale of shares on the open market. Instructions sent to the Bank to
sell shares may not be rescinded.
CAN I REQUEST A STOCK CERTIFICATE?
You may request The Bank of New York to issue a certificate for some or all of
the shares held in your Plan account. Just fill out and sign the tear-off
portion of your account statement or call for further information.
HOW CAN I TRANSFER SHARES TO OTHER ACCOUNTS?
You may give shares from your Plan account to others as gifts at any time. Such
transfers can be made in book-entry or certificated form. Simply contact The
Bank of New York at the numbers given on page 7 of this booklet.
"Book-to-book" transfers, which involve transferring shares from an existing
participant's account under the Plan to a new participant's account under the
Plan should follow these steps:
o Call the toll-free telephone number (1-800-524-4458) to request a copy
of this Plan booklet and a Plan Enrollment Form. Complete the form,
providing the full registration name, address and social security
number of the new participant or participants.
o The completed Plan Enrollment Form should be sent along with a written
request indicating the number of shares, full and fractional, which
should be transferred to the new participant. All participants named on
the current account should sign the instructions, and their signatures
should be guaranteed by a bank, broker or financial institution which
is a member of the Signature Guarantee Medallion Program.
o Unless you direct otherwise on the Plan Enrollment Form, The Bank of
New York will enroll the transferred shares for automatic dividend
reinvestment.
7
<PAGE>
HOW CAN I TERMINATE MY PARTICIPATION IN THE PLAN?
You may withdraw from the Plan at any time by submitting a notice of termination
to The Bank of New York. Just mail in the tear-off portion of any statement or
transaction advice, properly completed with your withdrawal instructions. Upon
termination, a certificate for the full number of shares held in the Plan will
be issued to you, and any fractional shares held in the Plan will be sold on the
open market. You will receive a check for the net proceeds from the sale of any
fractional shares based on the current market value.
WHERE CAN I GET MORE INFORMATION?
BUYDIRECT is administered by The Bank of New York, the Transfer Agent for
Tompkins Trustco, Inc. To obtain enrollment information, including a booklet and
Plan Enrollment Form, or to obtain information concerning an existing
participant's account, please contact The Bank of New York at:
Toll-free number: 1-800-524-4458
E-mail: [email protected]
Mailing address: The Bank of New York
Church Street Station
P. 0. Box 11258
New York, New York 10286-1258
For sales, liquidations, transfers, withdrawals or optional cash contributions,
mail your instructions using the tear-off portion of a transaction advice or an
account statement to:
The Bank of New York
Dividend Reinvestment Department
P.O. Box 1958
Newark, New Jersey 07101-9774
BNY Website http://stock.bankofny.com
8
<PAGE>
TERMS AND CONDITIONS OF THE PLAN
1. INTRODUCTION. BUYDIRECT (the "Plan") provides registered stockholders of
Tompkins Trustco, Inc. ("Tompkins Trustco, Inc.") and other interested
first-time investors with a simple, economical and convenient method of
investing in the Common Stock of Tompkins Trustco Inc., par value $0.10 per
share (the "Common Stock"). The Plan is administered solely by Tompkins Trustco
Inc.'s Transfer Agent, The Bank of New York (the "Bank"). Enrollment in the Plan
is voluntary and may not be available in certain countries. Persons residing
outside the United States should determine whether they are subject to any
governmental regulation prohibiting their participation.
2. IMPORTANT NOTICE. NEITHER THE BANK OF NEW YORK NOR TOMPKINS TRUSTCO, INC.
OFFERS ADVICE OR MAKES RECOMMENDATIONS WITH RESPECT TO THE COMMON STOCK OR ANY
OTHER SECURITY. THE DECISION TO PURCHASE OR SELL MUST BE MADE BY EACH INDIVIDUAL
PARTICIPANT BASED ON HIS OR HER OWN RESEARCH AND JUDGMENT OR AFTER CONSULTATION
WITH A PROFESSIONAL ADVISOR.
3. ELIGIBILITY. Individuals who are already registered stockholders are
automatically eligible to participate in the Plan-. Initiation of a transaction,
including optional cash payments, dividend reinvestment, depositing certificates
into the Plan and/or selling or purchasing shares, will establish an agency
relationship between the participant and the Bank. Unless directed otherwise by
the Bank, purchases and sales of the Common Stock under the Plan will usually be
made through BNY ESY & CO., a wholly-owned brokerage subsidiary of The Bank of
New York Company, Inc.
4. SHARE PURCHASES AND SALES. All purchases and sales of shares under the Plan
will be made on the open market on the AMEX, or such other exchange as Tompkins
Trustco, Inc. may hereafter choose for the trading of the Common Stock. The
price per share will be the weighted average price on all shares purchased and
sold. The net proceeds of the sale will be sent by check to the participant
following the sale. The participant will receive a written confirmation after
each purchase or sale transaction. Timely dividend reinvestment statements will
also be issued showing detailed activity for the current year.
5. OPTIONAL CASH PAYMENTS AND REINVESTING DIVIDENDS. Purchases associated with
optional cash investments in the Common Stock will normally take place at least
weekly, but may take place as often as daily, depending on the volume of
transactions under the Plan. Following participant instructions, reinvestment of
dividends will take place as soon as practical on or after the payment of the
dividend. Common Stock purchased will be credited to each participant's account
in book-entry form, computed to four decimal places. A physical stock
certificate will be issued only upon request. Cash payments may not be accepted
by the Bank if a participant imposes any restriction with respect to the number
of shares to be purchased, the price at which the shares are to be purchased, or
the time when the purchase is to be made.
6. DISTRIBUTION OF DIVIDENDS. Any stock dividends or stock-split shares
distributed by Tompkins Trustco, Inc. will be credited directly into the
participant's Plan account. This includes distributions calculated from shares
held in the Plan in book-entry form as well as any shares registered in
participants' names. Any rights or shares to be distributed as a result of any
rights agreement or similar arrangement will be distributed in a like manner.
Transaction processing may be temporarily suspended during the latter type of
extraordinary distributions.
7. SAFEKEEPING OF CERTIFICATES. Certificates representing other shares of the
Common Stock, not acquired under the Plan, may be deposited by participants at
any time for safekeeping in their names pursuant to the Plan.
8. REQUESTS FOR CERTIFICATES OR TRANSFER OF SHARES. Participants may request
that a physical certificate be issued for all or some of the shares held in the
Plan at any time. In addition, participants may always request a transfer of
Plan shares. Instructions for such transactions are available from the Bank.
9. PROXY VOTING/ANNUAL MEETINGS. Each participant in the Plan will receive
Tompkins Trustco, Inc.'s Notice of the Annual Meeting, a Proxy Statement, a
Proxy Voting Card and the Annual Report to Stockholders at the same time as
other holders of the Common Stock. The Proxy Voting Card will state the full
9
<PAGE>
number of Plan shares held in the participant's Plan account in book-entry form
as well as shares held in certificated form. The participant may vote all such
shares in the same way.
10. TAX REPORTING. All stock sales and reinvested dividends are subject to
federal income tax reporting. It is solely the participant's responsibility to
determine the tax consequences of such sales and dividends, and a tax advisor
should be consulted.
11. MODIFICATION. The Bank and Tompkins Trustco, Inc. each reserve the right to
modify the Plan, including the right to terminate the Plan upon written notice
to participants. In addition, the Bank reserves the right to interpret and
administer the Plan as it deems necessary or desirable in connection with its
operation.
12. LIABILITY. Neither Tompkins Trustco, Inc. nor the Bank will be liable for
any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability (a) arising out of failure to
terminate a participant's account, sell shares in the Plan, or invest optional
cash payments or dividends without receipt of proper documentation and
instructions, or (b) with respect to the prices at which shares are purchased or
sold for the participant's account and the time such purchases or sales are
made, including price fluctuation in market value after such purchases or sales.
13. GOVERNING LAW. These Terms and Conditions of the Plan are governed by the
laws of the State of New York. The securities held in BuyDIRECT accounts for
Plan Participants are not subject to protection under the Securities Investor
Protection Act of 1970.
14. SUMMARY OF PLAN SERVICES AND FEES TO PARTICIPANTS.
Summary of Plan Services and Fees to Participants
In most cases the Tompkins Trustco, Inc. has determined to pick up the fees and
expenses to operate the Plan. However, there are some administrative service
fees and brokerage commissions to be paid directly by the participant.
<TABLE>
<CAPTION>
<S> <C>
Initial Enrollment........................................ Paid by Tompkins Trustco, Inc.
A one-time set-up fee from
nonregistered shareholder
Optional Cash Investments -
Service fees............................................ Paid by Tompkins-Trustco, Inc.
Brokerage Commission of $0.10 per share................. Paid by Tompkins Trustco, Inc.
Reinvestment of Dividends -
Service fees............................................ Paid by Tompkins Trustco, Inc.
Brokerage Commission of $0.10 per share................. Paid by Tompkins Trustco, Inc.
(if purchased in the open market)
Sale of Shares -
Service fees........................................... Paid by Tompkins Trustco, Inc.
Brokerage Commission of $0.10 per share................ PAID BY PARTICIPANT
Deposit of Certificates for Safekeeping................... Paid by Tompkins Trustco, Inc.
Book-to-Book Transfers.................................... Paid by Tompkins Trustco, Inc.
(to transfer shares to another participant
or to a new participant)
Termination - $10.00 Service Fee.......................... PAID BY THE PARTICIPANT
MINIMUM AND MAXIMUM CASH INVESTMENTS
Initial minimum investment non-holders.................... $ 100
Minimum investment from existing holders.................. $ 50
Maximum investment per year............................... $100,000
</TABLE>
10
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AVAILABLE INFORMATION
Tompkins Trustco files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information Tompkins
Trustco files at the SEC's Public Reference Rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Tompkins Trustco's SEC
filings are also available to the public from commercial document retrieval
services and at the Website maintained by the SEC at "http://www.sec.gov."
INCORPORATED DOCUMENTS
Tompkins Trustco is permitted to "incorporate by reference" into this
prospectus the information it files with the SEC. This means that Tompkins
Trustco can disclose important information to you by referring to those other
documents, both documents filed in the past and documents to be filed in the
future. The information incorporated by reference is considered to be part of
this Prospectus and later information filed with the SEC will update and
supersede this information. The documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until the plan is terminated comprise the incorporated
documents:
(a) Tompkins Trustco's latest Annual Report on Form 10-K;
(b) All other reports filed by Tompkins Trustco pursuant to
Section 13 or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above (e.g. Forms 10-Q and 8-K); and
(c) The description of Tompkins Trustco's common stock which is
contained in the Registration Statement filed by Tompkins
Trustco under Section 12 of the Exchange Act, including any
amendment or report filed for purposes of updating such
description.
At your request, Tompkins Trustco will send you at no charge a copy of
any or all of these incorporated documents (other than certain exhibits).
Written requests should be directed to Investor Relations, Tompkins Trustco,
Inc., P.O. Box 460, The Commons, Ithaca, New York 14851. Telephone requests for
copies may be directed to: (607) 273-3210, extension 2319.
LEGAL MATTERS
Certain legal matters relating to the plan and this prospectus have
been reviewed for Tompkins Trustco by Harris Beach & Wilcox, LLP.
INDEPENDENT ACCOUNTANTS
The financial statements of Tompkins Trustco that are incorporated by
reference into this prospectus from Tompkins Trustco's Form 10-K have been
audited by KPMG LLP, independent certified public accountants, as indicated in
their report relating to such financial statements. These financial statements
are incorporated by reference in this prospectus in reliance upon the report and
the authority of said firm as experts in accounting and auditing.
In deciding whether you will participate in the Plan and purchase
Tompkins Trustco stock through the Plan, you should rely on this prospectus, any
prospectus supplement, and the incorporated Tompkins Trustco documents. Tompkins
Trustco has not authorized anyone to provide you with different or additional
information.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
NATURE OF EXPENSE
SEC Registration Fee.............................................. $ 130
Legal and Accounting Fees and Expenses............................ $5,000*
Printing Expense.................................................. $2,500*
Miscellaneous..................................................... $1,000*
------
TOTAL $7,630*
======
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 721-725 of the New York Business Corporation Law generally
provide for or permit a corporation to indemnify its directors and officers
against liabilities they may incur in such capacities provided certain standards
are met, including good faith and the reasonable belief that the particular
action was in, or not opposed to, the best interests of the corporation.
The registrant's certificate of incorporation and bylaws provide that
directors and officers of the registrant shall be indemnified, to the fullest
extent permitted by the Business Corporation Law, against judgments, fines,
amounts paid in settlement and reasonable expenses (including attorneys' fees)
incurred by them in connection with actions to which they are, or are threatened
to be made, parties. If a director or officer is not successful in the defense
of an action, he or she is entitled to indemnification, under the registrant's
bylaws and the relevant provisions of law, if ordered by a court or if the board
of directors, acting upon the written opinion of independent counsel, determines
that the director or officer acted in good faith for a purpose which he
reasonably believed to be in the best interest of the registrant and, in
criminal actions, had no reasonable cause to believe his conduct was unlawful.
In connection with actions by or in the right of the registrant (derivative
suits) as to which the director or officer is not successful, indemnification is
permitted for expenses and amounts paid in settlement only if and to the extent
that a court of competent jurisdiction deems proper, and indemnification for
adverse judgments is not permitted.
Under the registrant's certificate of incorporation and applicable
provisions of law, the board of directors or the registrant may advance expenses
to a director or officer before final disposition of an action or proceeding
upon receipt of an undertaking by the director or officer to repay the amount
advanced if he or she is ultimately found not to be entitled to indemnification
with respect thereto.
The registrant's certificate of incorporation also provides that, to
the fullest extent permitted by law, subject only to the express prohibitions on
limitations of liability set forth in Section 402(b) of the Business Corporation
Law, a director of the registrant shall not be liable to the registrant or its
shareholders for monetary damages for any breach of duty as a director.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT DESCRIPTION OF EXHIBIT PAGE
---------------------- ----
5.1 - Opinion of Harris Beach & Wilcox, LLP .............................
23.1 - Consent of KPMG LLP (appears on page II-6) ........................
23.3 - Consent of Harris Beach & Wilcox, LLP (appears in Exhibit 5.1).....
24.1 - Power of Attorney (appears on Page II-4)...........................
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Company hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at the time shall be deemed
to be the initial BONA FIDE offering thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the indemnification provisions described herein, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on the 20th day of June, 2000.
TOMPKINS TRUSTCO, INC.
BY: /s/ JAMES J. BYRNES
-------------------------------------
JAMES J. BYRNES
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints James J.
Byrnes, Richard D. Farr and John E. Butler, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 of Tompkins Trustco, Inc.
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 20th day of June, 2000.
SIGNATURE TITLE
-----
/s/ JAMES J. BYRNES Director, Chairman of the Board
----------------------------------- and Chief Executive Officer
James J. Byrnes
/s/ JAMES W. FULMER President, Director
-----------------------------------
James W. Fulmer
/s/ RICHARD D. FARR Senior Vice President, Chief Financial
----------------------------------- Officer (Principal Financial Officer)
Richard D. Farr
/s/ JOHN E. ALEXANDER Director
-----------------------------------
John E. Alexander
/s/ REEDER D. GATES
----------------------------------- Director
Reeder D. Gates
/s/ WILLIAM W. GRISWALD Director
-----------------------------------
William W. Griswald
II-4
<PAGE>
/s/ EDWARD C. HOOKS
----------------------------------- Director
Edward C. Hooks
/s/ BONNIE H. HOWELL
----------------------------------- Director
Bonnie H. Howell
----------------------------------- Director
Hunter R. Rawlings, III
/s/ THOMAS R. SALM
----------------------------------- Director
Thomas R. Salm
----------------------------------- Director
William D. Spain, Jr.
/s/ CRAIG YUNKER
----------------------------------- Director
Craig Yunker
II-5
