SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 31, 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 jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
P.O. Box 460, The Commons, Ithaca, New York 14851
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(Address of principal executive offices) (zip code)
(607) 273-3210
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Tompkins Trustco, Inc. ("Tompkins", "Company" or "Registrant") hereby
amends the following item of its Current Report on Form 8-K, dated December 23,
1999, and filed with the Securities and Exchange Commission on January 6, 2000,
as set forth below. The purpose of that Report was to disclose, pursuant to Item
2, Tompkins' merger with Letchworth Independent Bancshares Corporation
("Letchworth"). As permitted by Sections (a)(4) and (b) of the Instructions
to Item 7, the Report omitted the PRO FORMA financial information required by
Item 7(b). The purpose of this Amendment No. 1 is to file such PRO FORMA
information, as well as certain updated historical interim, consolidated
financial statements of Tompkins and Letchworth.
On December 23, 1999, Tompkins completed the merger of Letchworth with
and into the Company, in a transaction accounted for as a pooling of interests.
The merger became effective as of December 31, 1999. Pursuant to such merger,
the Company issued 0.685 shares of its common stock for each of the 3,376,409
shares of Letchworth common stock outstanding at the effective date of the
merger. Previous disclosure of the merger was made.
ITEM 7. FINANCIAL STATEMENTS
(a) Tompkins incorporates by reference the documents listed below:
o Tompkins Quarterly Report on Form 10Q for the quarter ended
September 30, 1999
o Letchworth Quarterly Report on Form 10Q for the quarter ended
September 30, 1999
All other historical information has previously been filed or included
in or incorporated by reference in the Company's Registration Statement on Form
S-4 (Registration No. 333-90411).
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(b) UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial
statements present the condensed financial position of Tompkins and Letchworth
as of December 31, 1999, assuming that the merger had occurred as of December
31, 1999, after giving effect to certain pro forma adjustments described in the
accompanying notes. The unaudited pro forma condensed combined statement of
condition at December 31, 1999 reflects nonrecurring charges of $1.5 million
($1.3 million after tax) that have been incurred related to transition costs
(investment banking, legal, accounting, and printing), data processing
arrangements and other costs incidental to the merger. The Letchworth
consolidated December 31, 1999 statement of condition includes the effects of
its 70.165% acquisition of Mahopac National, consummated on June 4, 1999. The
acquisition was accounted for under the purchase method of accounting, and
resulted in a core deposit intangible of $3.5 million and goodwill of $2.5
million. The following unaudited pro forma condensed combined statements of
income for the year ended December 31, 1999 present the combined results of
operations of Tompkins and Letchworth as if the merger had been consummated as
of the first day of the period presented. The accompanying unaudited pro forma
condensed combined statements of income for the year ended December 31, 1999 was
prepared reflecting the acquisition by Letchworth of Mahopac National on June 4,
1999 and, accordingly, the Mahopac National results of operations subsequent to
that date are included in the Letchworth operating results, adjusted for the
effects of the minority interest. Pro forma earnings per share and weighted
average common shares outstanding are based on the exchange ratio. Both
Tompkins' and Letchworth's fiscal years end on December 31.
The unaudited pro forma condensed combined financial statements were
prepared giving effect to the merger on the pooling-of-interests accounting
method. Under this method of accounting, the recorded assets, liabilities,
stockholders' equity, income, and expense of Tompkins and Letchworth are
combined and reflected at their historical amounts, except as noted in the
accompanying notes. All adjustments necessary to arrive at a fair presentation
of the combined financial condition and results of operations of Tompkins and
Letchworth, in the opinion of the managements of the respective companies, have
been included and are of a normal recurring nature.
Tompkins expects to achieve certain merger benefits in the form of
operating expense reductions and revenue enhancements. The unaudited pro forma
condensed combined statements of income, which do not reflect any potential
operating expense reductions or revenue enhancements that are expected to result
from the merger, may not be indicative of the results of future operations. No
assurance can be given with respect to the ultimate level of operating expense
reductions or revenue enhancements.
The unaudited pro forma condensed combined financial statements should
be read in conjunction with, and are qualified in their entirety, by the
historical consolidated financial statements and notes thereto of Tompkins and
Letchworth. The unaudited pro forma condensed combined financial statements are
presented for informational purposes only. These statements are not necessarily
indicative of the combined financial position and results of operations that
would have occurred if the merger had been consummated on December 31, 1999 or
the beginning of the period or that may be attained in the future.
All other required pro forma financial statements have been included in
the Company's Registration Statement on Form S-4 (Registration No. 333-90411).
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<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF CONDITION (in thousands)
Pro forma Tompkins
Pooling Letchworth
Year Ended as of December 31, 1999 Tompkins Letchworth Adjustments Combined
====================================================================================================================================
ASSETS
<S> <C> <C> <C> <C>
Cash and noninterest bearing balances due from banks 18,884 17,054 35,938
Federal funds sold 3,600 15,250 18,850
Available-for-sale securities, at fair value 193,499 100,700 294,199
Held-to-maturity securities, at cost 29,436 1,539 30,975
Loans and leases, net 437,248 318,134 755,382
Less reserve for loan/lease losses 5,129 4,099 9,228
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NET LOANS 432,119 314,035 746,154
Bank premises and equipment, net 7,268 13,879 21,147
Corporate owned life insurance 12,678 589 13,267
Intangible assets 200 6,071 6,271
Accrued interest and other assets 15,464 6,414 21,878
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TOTAL ASSETS 713,148 475,531 1,188,679
LIABILITIES AND MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARIES AND SHAREHOLDERS' EQUITY
Deposits:savings and money market
Interest bearing:
Checking, savings and money market 240,976 175,860 416,836
Time 212,294 164,077 376,371
Non-interest bearing 100,178 80,854 181,032
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TOTAL DEPOSITS 553,448 420,791 974,239
Securities sold under agreements to repurchase 56,721 1,125 57,846
Other borrowings 30,100 11,912 42,012
Other liabilities 9,259 2,507 11,766
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TOTAL LIABILITIES 649,528 436,335 1,085,863
Minority interest in consolidated subsidiaries 1,376 4,816 6,192
SHAREHOLDERS' EQUITY:
Common stock 479 3,477 (3,246) (2) 710
Surplus 26,252 12,820 1,476 (2) 40,548
Undivided profits 40,276 20,802 0 (2) 61,078
Accumulated other comprehensive loss (4,238) (507) 0 (2) (4,745)
Treasury stock at cost (525) (1,770) 1,770 (2) (525)
Unallocated ISOP/ESOP shares 0 (442) (442)
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TOTAL SHAREHOLDERS' EQUITY 62,244 34,380 96,624
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TOTAL LIABILITIES, MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARIES AND SHAREHOLDERS EQUITY. 713,148 475,531 1,188,679
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</TABLE>
See accompanying notes to unaudited pro forma condensed combined financial
statements.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR END DECEMBER 31, 1999 TOMPKINS/
ELIMINATIONS/ LETCHWORTH
(in thousands except per share data) TOMPKINS LETCHWORTH ADJUSTMENTS COMBINED
=================================================================================================================================
INTEREST AND DIVIDEND INCOME
<S> <C> <C> <C> <C>
Loans 35,379 22,411 57,790
Deposits with other banks -0- -0- -0-
Federal funds sold 187 793 980
Available-for-sale securities 12,505 4,724 17,229
Held-to-maturity securities 1,618 -0- 1,618
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TOTAL INTEREST INCOME 49,689 27,928 77,617
INTEREST EXPENSE
Deposits:
Time certificates of deposit of $100,000 or more 5,434 2,131 7,565
Other deposits 10,175 7,467 17,642
Federal funds purchased and securities
sold under agreements to repurchase 2,846 6 2,852
Other borrowings 2,123 369 2,492
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TOTAL INTEREST EXPENSE 20,578 9,973 30,551
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NET INTEREST INCOME 29,111 17,955 47,066
Less Provision For Loan/Lease Losses 518 426 944
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NET INTEREST INCOME AFTER PROVISION FOR LOAN/LEASE LOSSES 28,593 17,529 46,122
OTHER INCOME
Trust and investment services income 4,131 29 (41)(3) 4,119
Service charges on deposit accounts 1,710 1,513 3,223
Credit card merchant income 440 8 448
Other service charges 1,993 275 2,268
Increase in cash surrender valued of corporate owned life insurance 723 -0- 723
Other operating income 493 590 1,083
Gain (Loss) on available-for-sale securities -0- (59) (59)
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TOTAL OTHER INCOME 9,490 2,356 (41) 11,805
OTHER EXPENSES
Salaries and wages 9,061 6,070 15,131
Pension and other employee benefits 2,332 1,137 3,469
Net occupancy expense of bank premises 1,288 513 1,801
Net furniture and fixture expense 1,120 1,135 2,255
AMORTIZATION OF GOODWILL AND CORE DEPOSIT PREMIUM 100 587 687
MERGER AND ACQUISITION RELATED EXPENSES 674 789 1,463
Other operating expenses 5,530 4,025 (41)(3) 9,514
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TOTAL OTHER EXPENSES 20,105 14,256 (41) 34,320
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INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 17,978 5,629 23,607
Minority interest in consolidated subsidiaries 155 403 558
Income Taxes 5,958 1,891 7,849
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NET INCOME 11,865 3,335 15,200
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Basic Earnings Per Share $2.46 $1.01 (1) $2.15
Diluted Earnings Per Share $2.43 $1.00 (1) $2.12
See accompanying notes to unaudited pro forma condensed combined financial
statements.
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</TABLE>
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TOMPKINS TRUSTCO, INC. LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(1) Pro forma earnings per common share (EPS) have been calculated based
upon the applicable weighted average number of shares of Tompkins plus
the additional number of shares of Tompkins assumed to be issued in the
merger in exchange for the weighted average outstanding shares of
Letchworth common shares for each applicable period based upon an
exchange ratio of 0.685.
(2) Entries to adjust capital accounts for the issuance of Tompkins shares
at 0.685 exchange ratio, and adjust par value from $1.00 to $0.10.
Letchworth treasury shares are retired.
Authorized, issued, and outstanding share information at December 31,
1999 was as follows:
Tompkins/
Letchworth
Tompkins Letchworth Pro forma
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Common:
Par Value $0.10 $1.00 $0.10
Authorized 15,000,000 5,000,000 15,000,000
Issued 4,786,766 3,477,074 7,168,562
Outstanding 4,759,103 3,376,409 7,071,943
(3) Adjustment to eliminate intercompany income and expense related to
Tompkins' servicing of Letchworth's trust accounts, beginning in
January 1998.
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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: March 30, 2000 By: /s/ JAMES J. BYRNES
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James J. Byrnes
Chairman, President and
Chief Executive Officer
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