SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TOMPKINS TRUSTCO, INC.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: NA
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies: NA
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): NA
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(4) Proposed maximum aggregate value of transaction: NA
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(5) Total fee paid: NA
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[ ] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: NA
(2) Form, Schedule or Registration Statement No.: NA
(3) Filing Party: NA
(4) Date Filed: NA
Notes:
<PAGE>
TOMPKINS TRUSTCO, INC.
April 10, 2000
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF TOMPKINS TRUSTCO, INC.
The annual meeting of stockholders (the "Meeting") of Tompkins Trustco, Inc.
("Tompkins" or the "Company") will be held on Wednesday, May 10, 2000 at 7:30
p.m., in the ballroom, Clarion University Hotel & Conference Center, One
Sheraton Drive, Ithaca, New York, for the following purposes:
1. To elect three (3) Directors for a term of three years
expiring in the year 2003, one (1) Director for a term of two
years expiring in the year 2002, and one (1) Director for a
term of one year expiring in the year 2001;
2. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
The board of directors has fixed the close of business on March 24, 2000 as
the record date for determining stockholders entitled to notice of and to vote
at the Meeting. Only stockholders of record at the close of business on that
date are entitled to vote at the Meeting.
Enclosed with this notice are the attached proxy statement, a proxy card and
return envelope, instructions for voting by telephone or via the Internet, and
our 1999 annual report.
Your vote is important regardless of the number of shares you own. Whether or
not you plan to attend the annual meeting, you are urged to read and carefully
consider the attached proxy statement. You may vote by telephone, via the
Internet, or mark, sign, date, and return the enclosed proxy card without delay
in the accompanying pre-addressed postage-paid envelope. Your proxy may be
revoked prior to its exercise by filing with the corporate secretary of Tompkins
Trustco, Inc. prior to the annual meeting a written notice of revocation or a
duly executed proxy bearing a later date, or by attending the annual meeting,
filing a written notice of revocation with the corporate secretary at the
Meeting prior to the vote and voting in person.
By order of the board of directors,
/s/ JAMES J. BYRNES /s/ JOHN E. BUTLER
James J. Byrnes John E. Butler, Esq.
Chairman & Chief Executive Officer Vice President & Corporate Secretary
P.O. BOX 460, ITHACA, NEW YORK 14851 (607) 273-3210
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2000
This proxy statement is being mailed to stockholders on or about April 10,
2000 in connection with the solicitation by the board of directors of TOMPKINS
TRUSTCO, INC. ("Tompkins" or the "Company") or of proxies to be used at the
annual meeting of stockholders (the "Meeting") of the Company to be held
Wednesday, May 10, 2000 and any adjournment thereof.
VOTING
Only stockholders of record at the close of business on March 24, 2000 will
be entitled to vote. On March 24, 2000, there were 7,041,073 shares of common
stock of the Company, par value $0.10 per share (the "Common Stock"),
outstanding. Unless otherwise noted, all share numbers and share prices
reflected in this proxy statement have been adjusted for the effect of stock
splits. Each share of Common Stock is entitled to one vote on each matter to be
voted on at the Meeting.
Shares covered by any proxy that is properly executed and received prior to
the close of business on the day of the Meeting will be voted and, if the
stockholder who executes such proxy shall specify therein how such shares shall
be voted on such proposals, the shares will be voted as so specified. Executed
proxies with no instructions will be voted "FOR" each proposal for which no
instruction is given. It is not anticipated that any matters other than as set
forth in the Notice of Annual Meeting will be brought before the Meeting, but
the persons named in the accompanying proxy will vote the shares represented by
all properly executed proxies on any such matters that may come before the
Meeting in such manner as shall be determined by the majority of the board of
directors of the Company.
The presence of a stockholder at the Meeting will not automatically revoke
the stockholder's proxy. A stockholder may, however, revoke a proxy at any time
prior to its exercise by: (1) delivering to the corporate secretary a written
notice of revocation prior to the Meeting, (2) delivering to the corporate
secretary a duly executed proxy bearing a later date, or (3) attending the
Meeting and filing a written revocation with the corporate secretary at the
Meeting prior to the vote and voting in person.
The presence, in person or by proxy, of at least a majority of the total
number of shares of Common Stock outstanding and entitled to vote is necessary
to constitute a quorum for the conduct of business, and in the event there are
not sufficient votes on any matter, the Meeting may be adjourned. Directors
shall be elected by a plurality of the eligible votes cast and such other
business, whether or not set forth in this proxy statement as may properly come
before the Meeting, will be determined by a majority of the eligible votes cast.
Abstentions, in person or by proxy, and broker non-votes shall be counted toward
a quorum, but abstentions and broker non-votes are not deemed to be votes cast
and therefore have no effect on the outcome of the vote, which requires either a
plurality or majority of the "votes cast," depending upon the proposal. Votes
withheld in connection with the election of one or more of the nominees for
director will not be counted as votes cast. Accordingly, votes withheld will
have a negative impact on the outcome of the vote.
1
<PAGE>
SOLICITATION OF PROXIES
The total cost of solicitation of proxies in connection with this Meeting will
be borne by the Company. In addition to solicitation by mail, directors,
officers and employees of the Company [references herein to the "Company"
include its subsidiaries, Tompkins County Trust Company ("Trust Company"), The
Bank of Castile and The Mahopac National Bank, as the context may require] may
solicit proxies for the Meeting personally or by telephone or electronic
communication without additional remuneration. The Company will also provide
brokers and other record owners holding shares in their names or in the names of
nominees, in either case which are beneficially owned by others, proxy material
for transmittal to such beneficial owners and will reimburse such record owners
for their expenses in doing so. Although the Company has not yet retained a
proxy soliciting firm to aid in the solicitation of proxies for the Meeting, it
may do so at any time prior to the Meeting or any adjournment thereof. In such
event, the Company will pay the fees and expenses of any such proxy solicitation
firm.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto set forth certain information with respect
to the beneficial ownership of Common Stock of the Company as of March 24, 2000
by (i) the chief executive officer and each of the Company's four other most
highly compensated executive officers in 1999 (the "Named Executive Officers")
and each director of the Company, (ii) all executive officers and directors of
the Company as a group, and (iii) all beneficial owners of five percent (5%) or
more of the Common Stock of the Company. Except as otherwise indicated, each of
the stockholders named below has sole voting and investment power with respect
to the outstanding shares of Common Stock beneficially owned:
COMMON STOCK
BENEFICIALLY OWNED
PERCENT OF
NUMBER OF OUTSTANDING
NAMES SHARES SHARES(1)
- --------------------------------------------------------------------------------
John A. Alexander+ 10,039 (2) (3) **
James J. Byrnes*+ 85,599 (4) 1.18
James W. Fulmer+ 63,541 (5)
Reeder D. Gates+ 83,259 (2) (6) 1.15
William W. Griswold+ 3,482 (2) **
Edward C. Hooks+ 4,246 (2) (7) **
Bonnie H. Howell+ 3,985 (2) **
Hunter R. Rawlings, III+ 755 (2) **
Thomas R. Salm+ 1,814 (2) (8) **
William D. Spain, Jr. 68 **
Craig Yunker 4,637 **
Richard D. Farr* 25,570 (9) **
Thomas J. Smith* 20,109 (10) **
Donald S. Stewart* 45,680 (11) **
Lawrence A. Updike* 34,890 (12) **
All directors and executive
officers as a group (20 persons) 494,452 6.83
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
PERCENT OF
NUMBER OF OUTSTANDING
NAMES SHARES SHARES(1)
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<S> <C> <C>
Trust and Investment Services
Department of the Trust Company
in the fiduciary capacity indicated:
Executor, Trustee or Co-Trustee 884,607 (13) 12.22
Trustee for the Trust Company Investment
and Stock Ownership Plan 450,149 (13) 6.22
Trustee for The Bank of Castile
Employee Stock Ownership Plan
Agent or Custodian 134,104 (13) 1.85
</TABLE>
* Named Executive Officer
+ Director of the Company
** Less than 1 percent
(1) The number of shares of Common Stock deemed outstanding includes: (i)
7,041,073 of Common Stock outstanding as of March 24, 2000 and (ii) shares
of Common Stock subject to outstanding stock options which are exercisable
by the named individual or group in the next 60 days.
(2) Includes 425 shares held in trust pursuant to the Company's 1996 Stock
Retainer Plan for Non-Employee Directors. Directors have no voting or
investment power with respect to such shares.
(3) Includes 1,000 shares owned by the spouse of Mr. Alexander.
(4) Includes 52,917 shares issuable upon the exercise of exercisable stock
options.
(5) Includes 918 shares owned by the spouse of Mr. Fulmer.
(6) Includes 64,882 shares held in the R. D. Gates, Ltd. Employee Profit
Sharing Fund and 1,988 shares owned by the spouse of Mr. Gates.
(7) Includes 354 shares which Mr. Hooks holds as Custodian, under the UGMA for
his children.
(8) Includes 521 shares owned by the spouse of Mr. Salm.
(9) Includes 9,855 shares issuable upon the exercise of exercisable stock
options. Includes 476 shares owned by the spouse of Mr. Farr.
(10) Includes 5,379 shares issuable upon the exercise of exercisable stock
options.
(11) Includes 6,300 shares issuable upon the exercise of exercisable stock
options. Includes 10,516 shares owned by the spouse of Mr. Stewart.
(12) Includes 15,936 shares issuable upon the exercise of exercisable stock
options. Includes 4,928 shares owned by the spouse of Mr. Updike.
(13) As of March 24, 2000, the Trust and Investment Services Department of the
Trust Company held 1,468,860 shares representing 20.29% of the Common
Stock of the Company. Of such shares, 884,607 shares are held in a
fiduciary capacity as Executor, Trustee or Co-Trustee. Where the Trust
Company is sole executor or trustee, such shares will be voted only if the
legal instrument provides for voting the stock at the direction of the
donor or a beneficiary and such direction is in fact received. When acting
in a co-fiduciary capacity, such shares will be voted by the co-fiduciary
or fiduciaries in the same manner as if the co-fiduciary or fiduciaries
were the sole fiduciary. Of the 1,468,860 shares mentioned above, 450,149
shares, or 6.22% of the outstanding stock, is held by the Trust Company's
Investment and Stock Ownership Plan, for which all shares have been
allocated to participant accounts. These shares are voted by individual
plan participants. In addition, 134,104 shares are held as Agent or
Custodian with the voting power retained by the owner. Such shares
represent 1.85% of the Common Stock outstanding.
3
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The purpose of the Meeting is the election of three directors for a term of
three years expiring in the year 2003, one director for a term of two years
expiring in 2002, and the election of one director for a term of one year
expiring in 2001. The bylaws of the Company provide that the stockholders elect
directors to serve a three-year term to succeed those directors in the class
whose terms of office expire at the Meeting or for a shorter period as the board
of directors determines for the purposes of equalizing the classes of directors.
The persons named in the Proxy to represent stockholders at the Meeting are:
MARGARET K. LIGUORI and WILLIAM T. PRITCHARD, both of Ithaca, N.Y. They will
vote proxies as directed and in the absence of instructions, will vote the
shares represented by the proxies in favor of the election of nominees named
below. If any one or more of such nominees should become unavailable for
election by reason of death, or unexpected occurrence, they will vote the shares
for the election of such substitute nominees as the board of directors may
propose.
The following table sets forth each nominee and continuing director's name,
age, the year he or she first became a director and the year in which such term
will expire. Biographies of the nominees and the directors continuing in office
follow the table.
<TABLE>
<CAPTION>
YEAR FIRST
ELECTED TERM TO
NAME AGE DIRECTOR EXPIRE
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BOARD NOMINEES FOR TERMS TO EXPIRE IN 2003
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<S> <C> <C> <C>
James W. Fulmer 48 2000 2003
William W. Griswold 42 1996 2003
Thomas R. Salm 59 1981 2003
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BOARD NOMINEE FOR TERM TO EXPIRE IN 2002
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Craig Yunker 49 2000 2002
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BOARD NOMINEE FOR TERM TO EXPIRE IN 2001
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William D. Spain, Jr. 48 2000 2001
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DIRECTORS CONTINUING IN OFFICE
- ---------------------------------------------------------------------------------------
James J. Byrnes 58 1989 2001
Reeder D. Gates 54 1985 2001
Bonnie H. Howell 52 1982 2001
John E. Alexander 47 1993 2002
Edward C. Hooks 50 1990 2002
Hunter R. Rawlings, III 55 1996 2002
</TABLE>
4
<PAGE>
JAMES W. FULMER was elected a director of the Company and appointed president of
the Company effective January 25, 2000. Mr. Fulmer served as the president and
chief executive officer of Letchworth Independent Bancshares Corporation from
January 1, 1991 until the merger with the Company effective December 31, 1999.
He has served as a director of the Bank of Castile since 1988 and as chairman
since 1992. Mr. Fulmer served as the chief executive officer of The Bank of
Castile from 1996 through April, 1999.
WILLIAM W. GRISWOLD has served as a director of the Company and the Trust
Company since 1996. He is president and chief operating officer of the Ontario
Telephone Company, Inc. and the Trumansburg Home Telephone Company where he has
been employed since 1979.
THOMAS R. SALM has served as a director of the Trust Company since 1981 and of
the Company since 1995. Mr. Salm is vice president for business affairs at
Ithaca College.
CRAIG YUNKER was elected a director of the Company effective January 25, 2000.
He has served as a director of The Bank of Castile since 1991 and is a partner
in CY Farms, LLC.
WILLIAM D. SPAIN, JR. was elected a director of the Company effective January
25, 2000. He has served as a director of The Mahopac National Bank since 1991
and chairman of The Mahopac National Bank since 1999. He has been the managing
partner of Spain & Spain, PC, a law firm in Mahopac, New York, since 1983.
JAMES J. BYRNES has been the president and chief executive officer and a
director of the Trust Company since 1989. Mr. Byrnes has also served as the
chairman of the board of directors since 1992. He was elected to serve in the
same capacities for the Company in 1995. On January 25, 2000, Mr. Byrnes' role
as president of the Company was assumed by James W. Fulmer.
REEDER D. GATES has served as a director of the Trust Company since 1985 and of
the Company since 1995. Mr. Gates is president of R. D. Gates, Ltd., a company
engaged in community pharmacies.
BONNIE H. HOWELL has served as a director of the Trust Company since 1982. She
has also served as vice chair of the board of directors since 1992. She was
elected to serve in the same capacities for the Company in 1995. Ms. Howell is
president and chief executive officer of Cayuga Medical Center at Ithaca.
JOHN E. ALEXANDER has served as a director of the Trust Company since 1993 and
of the Company since 1995. He is president of The CBORD Group, Inc., a computer
software company.
EDWARD C. HOOKS has served as a director of the Trust Company since 1990 and of
the Company since 1995. He is an attorney and a partner of Harris Beach &
Wilcox, LLP. Mr. Hooks also serves as counsel to the Company.
HUNTER R. RAWLINGS, III has served as a director of the Company and the Trust
Company since 1996. He is the 10th president of Cornell University. Dr. Rawlings
was previously president of the University of Iowa.
5
<PAGE>
BOARD OF DIRECTORS
The corporate reorganization pursuant to which the Company became the parent
bank holding company of the Trust Company (the "Reorganization") was consummated
on January 1, 1996. The boards of directors of the Company and the Trust Company
were identical through December 31, 1999, and consequently, in an effort to
provide stockholders with meaningful disclosure, set forth below is information
with respect to the meetings of the board of directors, and committees thereof,
of the Company and the Trust Company during the fiscal year ended December 31,
1999.
The board of directors held 17 meetings during 1999. Each director attended 75
percent or more of the aggregate number of meetings of the board of directors
and the committees of which such director was a member, except for Director
Rawlings with 71 percent.
During 1999, directors who were not employees of the Company received for
their services a quarterly retainer of $750 in the form of Common Stock (as
described below), plus a fee of $500 for each directors' meeting attended.
Directors who are also committee members received $275 for each committee
meeting attended. Directors who chaired a board committee received an additional
annual fee of $1,000. Members of the board who are salaried employees of the
Company are not compensated for their service on the board or any board
committee. Aggregate fees paid by the Company to the twelve non-employee
directors in 1999 were $173,638. Director Howell does not receive the fees
described above, but instead receives an annual retainer for her services as
vice chair. The amount paid to her in 1999 was $25,500.
Under the 1985 Deferred Compensation Plan for Directors, each director may
elect to defer all or a portion of his or her cash compensation until the
individual ceases to be a director. During 1999, three directors elected to
participate in such a plan.
The 1996 Stock Retainer Plan for Non-Employee Directors (the "Plan") was
approved by the Company's stockholders on April 24, 1996. Since that date,
non-employee directors of the Company have received, in lieu of the $750
quarterly cash retainer referenced above (the "Quarterly Fee"), that number of
whole shares of Common Stock (rounded up to the nearest whole number) equal to
the Quarterly Fee divided by the fair market value of the Common Stock on the
date the Quarterly Fee was otherwise payable. At their election, each director
participating in the Plan may defer receipt of the stock retainer. During 1999,
1,226 shares of Common Stock were issued to non-employee directors or placed in
a trust account with respect to deferred shares.
COMMITTEES OF THE BOARD OF DIRECTORS
As of December 31, 1999, the Company had a standing Executive Committee,
Audit/Examining Committee, Compensation/Personnel Committee and Nominating
Committee. Set forth below is information with respect to the committees of the
Company and the Trust Company and meetings thereof held during the fiscal year
ended December 31, 1999.
TOMPKINS TRUSTCO, INC.
EXECUTIVE COMMITTEE
The Executive Committee served as the long-range planning, compliance,
and marketing committee of the board of directors.
The Committee held five meetings in 1999, and its members at the close
of business on December 31, 1999 were: Bonnie H. Howell, chair, John E.
Alexander, James J. Byrnes, Reeder D. Gates, William W. Griswold,
Edward C. Hooks, Thomas R. Salm, and Michael D. Shay.
6
<PAGE>
AUDIT/EXAMINING COMMITTEE
The Audit/Examining Committee represented the board of directors in
supervising audit activities and was responsible for conducting an
annual examination of the Company.
The Committee held six meetings in 1999, and its members at the close
of business on December 31, 1999 were: William W. Griswold, chair; Carl
E. Haynes; Lucinda A. Noble, and Michael D. Shay.
COMPENSATION/PERSONNEL COMMITTEE
The Compensation/Personnel Committee reviewed employee compensation and
benefit policies. Annual compensation and benefit actions were reviewed
and recommended for action by the board. The Committee also
administered the Company's equity-based plans.
The Committee held four meetings in 1999, and its members at the close
of business on December 31, 1999 were: Thomas R. Salm, chair; Reeder D.
Gates; William W. Griswold, and Robert T. Horn, Jr.
NOMINATING COMMITTEE
The Nominating Committee recommended to the board of directors nominees
for election as directors. The Committee will consider recommendations
from stockholders if submitted in a timely manner and will apply the
same criteria to all persons being considered.
The Committee held one meeting in 1999, and its members at the close of
business on December 31, 1999 were: John E. Alexander, chair; James J.
Byrnes, and Bonnie H. Howell.
TOMPKINS COUNTY TRUST COMPANY
TRUST COMMITTEE
The Trust Committee had general supervision of the Trust and Investment
Services Department, including its general and operating policies.
The Committee held seven meetings in 1999, and its members at the close
of business on December 31, 1999 were: Reeder D. Gates, chair; John E.
Alexander; James J. Byrnes; Carl E. Haynes; Lucinda A. Noble, and as an
alternate, Peggy R. Williams.
CREDIT COMMITTEE
The Credit Committee reviewed credit applications presented to it by
management and made recommendations to the board on credit policies.
The Committee also monitored the Trust Company's Community Reinvestment
Act Plan.
The Committee held 29 meetings in 1999, and its members at the close of
business on December 31, 1999 were: Michael D. Shay, chair; James J.
Byrnes; Edward C. Hooks; Robert T. Horn, Jr., and Lucinda A. Noble.
PENSION ADMINISTRATION COMMITTEE
The Pension/Administration Committee was appointed by the board and was
responsible for the implementation, operation and administration of the
Trust Company's employee pension plans and trusts.
The Committee held three meetings in 1999, and its board members at the
close of business on December 31, 1999 were: James J. Byrnes, chair;
Hunter R. Rawlings, III, and Thomas R. Salm.
7
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION/PERSONNEL COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation/Personnel Committee (the "Committee") for 1999 was composed
of four outside directors. Among its duties, the Committee is responsible for
monitoring the compensation of the Company's executive officers. A goal of the
Committee is to maintain executive compensation which is fair and reasonable,
given the size, nature and performance goals of the Company. The Committee also
strives to see that compensation and benefits are competitive in order to
attract and retain qualified management. The financial services industry is
increasingly competitive and the board believes that strong management is
essential for continuing the Company's record of financial performance.
The Committee regularly surveys compensation practices, base salary, and total
compensation, including incentives, in the banking industry. In 1999, the
Committee utilized a self-selected survey of ten comparable banks, mostly in New
York, as well as the 1999 Northeast Banking Industry Compensation Survey, and
the SNL Executive Compensation Review for Commercial Banks. These surveys
provide the Committee with comparable information regarding the three
compensation components used by the Company to motivate executive performance,
namely annual base salary, incentive bonuses and equity-based incentive
compensation. Based upon these surveys, the committee believes that the
Company's compensation practices are well within normal range, particularly
given the Company's historical and 1999 record of results.
Each of the Named Executive Officers has an annual base salary at a level the
Committee believes is comparable to companies in the commercial banking industry
with similar marketplace geography and demographics. In addition to base salary,
each of the Named Executive Officers participated in an executive bonus plan in
1999. The executives who were employed by Tompkins for all of 1999 also
participated in the Tompkins Profit Sharing Plan. Corporate performance is
measured by the Company's strategic and financial performance in the fiscal
year, with particular reference to net income and profitability for the year. In
making recommendations to the board, the Committee considers but does not
emphasize year-to-year changes in stock price in its evaluation of corporate
performance because the Committee does not believe that short-term fluctuations
in stock price necessarily reflect the underlying strength or future prospects
of the Company. Individual performance is measured by the strategic and
financial performance of the particular officer's operational responsibility in
comparison to targeted performance criteria. As reported in the Summary
Compensation Table, the bonuses granted with respect to 1999 to the Named
Executive Officers, including James J. Byrnes, reflect the Company's strong 1999
results. During 1999, compensation for officers of Letchworth Independent
Bancshares ("Letchworth") subsidiaries was monitored and established by the
boards of each subsidiary.
While the Committee recognizes that the Company can exert very little
influence on short-term fluctuations in stock price, the Committee does believe
that long-term stock price appreciation reflects achievement of strategic goals
and objectives. Accordingly, the Company seeks to create long-term performance
incentives for its key employees by aligning their economic interests with the
interests of long-term stockholders through the equity-based component of its
compensation program. Stock options are granted periodically to key employees at
a price equal to the fair market value on the date of grant, and awards are
based on the performance of such employees and anticipated contributions by such
employees to the achievement of strategic goals and objectives. In addition to
stock options, Tompkins County Trust Company employees, including the Named
Executive Officers, are given incentives to invest in Common Stock through the
profit sharing component of the Trust Company's Investment and Stock Ownership
Plan. During 1999, no options were granted to the Named Executive Officers. The
employees and officers of the former Letchworth organization did not participate
in the Tompkins Plan in 1999. However, with the merger of Letchworth into
Tompkins, officers and employees who held outstanding Letchworth options,
received options on 0.685 shares of Tompkins common stock for each Letchworth
option share held.
With respect to the above matters, the Compensation/Personnel Committee submits
this report.
Compensation/Personnel Committee
Thomas R. Salm, Chair
Reeder D. Gates
William W. Griswold
Robert T. Horn, Jr.
The following tables set forth information concerning compensation of the
chief executive officer and the four most highly compensated executive officers
for services in all capacities to the Company and the Trust Company during the
years indicated. In connection with the consummation of the reorganization, the
Named Executive
8
<PAGE>
Officers were elected to identical positions of the Company. However, all of the
Named Executive Officers receive compensation only from the Trust Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------------
LONG-TERM
NAME AND ANNUAL COMPENSATION COMPENSATION
- ----------------------------------------------------------------------------------------------------------------------
PRINCIPAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION(2) OPTIONS(#) COMPENSATION(3)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JAMES J. BYRNES 1999 $310,000 $190,000 $9,587 -0- $46,500
Chairman of the Board, 1998 293,000 130,000 6,262 -0- 43,880
President & Chief 1997 273,000 115,000 4,785 18,000 40,812
Executive Officer
DONALD S. STEWART 1999 $125,000 $38,000 $6,657 -0- $18,463
Executive Vice President & 1998 118,000 36,000 5,959 -0- 17,429
Senior Trust Officer 1997 108,077 30,000 5,876 5,250 15,964
THOMAS J. SMITH 1999 $115,250 $25,000 $2,980 -0- $17,023
Senior Vice President & 1998 110,250 27,000 4,490 -0- 16,284
Senior Credit Officer 1997 105,000 25,000 4,665 3,750 15,509
RICHARD D. FARR 1999 $106,000 $26,000 $1,785 -0- $15,657
Senior Vice President & 1998 100,000 26,000 1,870 -0- 14,771
Chief Financial Officer 1997 95,000 22,500 1,771 3,750 14,032
LAWRENCE A. UPDIKE 1999 $105,000 $26,000 $2,214 -0- $15,509
Senior Vice President 1998 100,000 26,000 2,812 -0- 14,771
Operations & Systems 1997 95,000 21,500 2,801 3,750 14,032
</TABLE>
(1) These amounts represent cash awards made under the Senior Officer
Incentive Compensation Plan, which may be deferred under the Deferred
Compensation Plan for Senior Officers.
(2) Includes amounts for cost of applicable life insurance, club dues and use
of company vehicle or reimbursement for use of personal vehicle.
(3) Includes amounts paid by the Trust Company pursuant to the Profit Sharing
Plan including amounts deferred pursuant to the Company's Investment and
Stock Ownership Plan.
9
<PAGE>
Mr. Fulmer was elected a director of the Company and appointed president of the
Company effective January 25, 2000. If Mr. Fulmer had been an employee of the
Company for all of 1999, and if his 1999 compensation had been paid by the
Company, he would have been included as a highly compensated executive officer
of the Company.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND -----------------------------------------------------------------------------------------------
PRINCIPAL OTHER ANNUAL ALL OTHER
POSITION YEAR SALARY(1) BONUS COMPENSATION(2) OPTIONS(#) COMPENSATION(3)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James W. Fulmer 1999 $155,528 $80,000 $4,207 -0- $62,614
president of the Company
& chairman of the board
of The Bank of Castile
</TABLE>
(1) Includes salary and director's fees for The Bank of Castile and
Letchworth Independent Bancshares Corporation.
(2) Includes amounts for cost of applicable life insurance, club dues and
use of company vehicle or reimbursement for use of personal vehicle.
(3) Includes matching contributions under The Bank of Castile's 401(k) plan
and Letchworth's Employee Stock Ownership Plan and a contribution
pursuant to the Executive Supplemental Income Agreement.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1999
AND YEAR-END OPTION VALUES
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT YEAR-END (#) AT YEAR-END ($)
--------------- ---------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
James J. Byrnes 0 $0 47,292/14,625 $547,546/$100,993
Donald S. Stewart 3,202 $26,704 4,725/4,200 $45,399/$28,826
Thomas J. Smith 4,727 $60,522 6,150/3,450 $50,856/$24,914
Richard D. Farr 2,723 $46,456 8,355/3,375 $68,790/$24,193
Lawrence A. Updike 0 0 14,436/3,375 $164,351/$24,193
Aggregate Letchworth option exercises in 1999 for Mr. Fulmer, adjusted for
conversion to equivalent number of Tompkins shares is detailed below:
James W. Fulmer 27,899 $407,074 0/0 $0/$0
</TABLE>
(1) The average price for the Company's Common Stock on the American Stock
Exchange on December 31, 1999, the last trading day of the year, was
$28.875 per share.
EMPLOYMENT ARRANGEMENTS
The Company has an agreement with James J. Byrnes, chairman, president, and
chief executive officer, which provides for severance payments equal to
approximately three times his annualized tax-includable compensation under
certain circumstances. This agreement would be operable should certain events
take place which seek to effect a change of control (as defined in the
agreement) of the Company. Payments would be due to Mr. Byrnes in the event of
his termination (as defined in the agreement) within two years of a change of
control.
The Company and its subsidiary, The Bank of Castile, have an agreement with
James W. Fulmer which provides for severance equal to approximately three times
his annualized tax-includable compensation should he be terminated without
cause.
10
<PAGE>
DEFERRED PROFIT-SHARING PLAN
The Company has an Investment and Stock Ownership Plan (the "ISOP"), which
covers substantially all employees of Tompkins County Trust Company and has an
employer-funded profit-sharing component and an employee funded 401(k)
component. The ISOP allows employees to elect to defer a portion of their
profit-sharing, as well as receive monetary contributions as determined by the
board of directors. The ISOP further allows for contributions in the form of
Common Stock of the Company. Contributions are determined by the board of
directors and are limited to a maximum amount as stipulated in the ISOP. Amounts
accrued for the accounts of the Named Executive Officers are included in the
Summary Compensation Table.
RETIREMENT PLANS
The Company has a noncontributory defined-benefit pension plan covering
substantially all of the employees of Tompkins County Trust Company. The assets
of the plan are held in a separate trust and administered by the
Pension/Administration Committee appointed by the board of directors.
The benefits are based on years of service and a percentage of the employees'
average compensation for the five highest consecutive years in the last ten
years of employment. Under the plan, normal retirement age is 65 with reduced
benefit payments for early retirement following age 55 through 61. Currently,
Messrs. Byrnes, Stewart, Smith, Farr, and Updike have 11, 28, 35, 15, and 32
years of service under the plan, respectively.
PENSION PLAN TABLE
Years of Service
- --------------------------------------------------------------------------------
Average Final
Earnings 15 20 25 30 35
- --------------------------------------------------------------------------------
$50,000.00 $12,420 $16,560 $20,700 $24,839 $28,979
$75,000.00 $19,920 $26,560 $33,200 $39,839 $46,479
$100,000.00 $27,420 $36,560 $45,700 $54,839 $64,979
$125,000.00 $34,920 $46,560 $58,200 $69,839 $81,479
$150,000.00 $42,420 $56,560 $70,700 $84,839 $99,979
$170,000.00 $48,420 $64,560 $80,700 $96,839 $112,979
- --------------------------------------------------------------------------------
The Company also has a Supplemental Employee Retirement Plan (SERP) covering
James J. Byrnes. The Plan provides for a retirement benefit at age 65 equal to
50 percent of earnings as defined in the SERP, averaged over the highest five
consecutive years. Benefits under the SERP are reduced by payments due under the
Company's basic pension plan and Social Security. Reduced benefits are payable
in the event of retirement prior to age 65.
The Bank of Castile maintains a defined-benefit pension plan for the benefit
of all employees covered under its prior pension plan and any other employee
with at least six (6) months of service who work at least 1,000 hours per year
and have attained age 21. Amounts contributed to the pension plan for each
covered employee by the Company are determined on an actuarial basis.
An employee's "Normal Retirement Pension" benefit under the plan is an amount
equal to the product of one percent of such employees "Average Compensation" and
years of "Benefit Accrual Service", as those terms are defined in the plan. The
following table sets forth the annual Normal Retirement Pension benefit at age
65 to an employee covered by the plan for each of the following Average
Compensation amounts and periods of Benefit Accrual Service with the Company.
11
<PAGE>
<TABLE>
<CAPTION>
THE BANK OF CASTILE
PENSION PLAN TABLE
Years of Service
- ------------------------------------------------------------------------------------------------------------------------------------
Average 15 years 20 years 25 years 30 years 35 years 40 years
Compensation
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$15,000 $2,250 $3,000 $3,750 $4,500 $5,250 $6,000
$30,000 $4,500 $6,000 $7,500 $9,000 $10,500 $12,000
$45,000 $6,750 $9,000 $11,250 $13,500 $15,750 $18,000
$60,000 $9,000 $12,000 $15,000 $18,000 $21,000 $24,000
$75,000 $11,250 $15,000 $18,750 $22,500 $26,250 $30,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Company has also entered into certain executive supplemental income
agreements which provide for specified deferred compensation benefits payable to
certain highly compensated officers. Mr. Fulmer is covered by such an agreement
which provides for retirement benefits up to approximately 75 percent of his
average five-year salary reduced by payments due under the basic pension plan
and social security. At the time of reorganization, this agreement was assumed
by the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of Common Stock of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were satisfied.
In making the above statements, the Company has relied on copies of the
reports that have been filed with the SEC.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors and officers of the Company and its affiliated companies were
customers of, and had other transactions with, the Company in the ordinary
course of business during 1999. All loans and commitments were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than normal risk of collectibility or present other unfavorable
features. As of December 31, 1999, the balance of such loans included in total
loans was $3,207,054, with total commitments of $6,144,697 and borrowings of no
director or officer exceeded 10 percent of stockholders equity.
Edward C. Hooks, a director of the Company and the Trust Company, is a partner
of Harris Beach & Wilcox, LLP, a law firm which provides legal services to the
Company.
12
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph sets forth comparative information regarding the Company's
cumulative return on its common stock over the five-year period ended December
31, 1999. Total shareholder return is measured by dividing total dividends
(assuming dividend reinvestment) plus the change in share price during the
measurement period by the share price at the beginning of the measurement
period. The Company's cumulative shareholder return for the five-year period
based upon an initial investment of $100 is compared to the cumulative return of
the Nasdaq Stock Market (U.S. Companies) and the SNL Securities L.P. Bank Index.
The stock prices on the performance graph are not necessarily indicative of
future stock price performance.
<TABLE>
<CAPTION>
TOTAL RETURN PERFORMANCE [GRAPHIC OMITTED]
PERIOD ENDING
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
INDEX 12/31/1994 12/31/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999
- ----------------------------------------------------------------------------------------------------------
Tompkins Trustco, Inc. 100.00 84.55 107.07 142.09 176.58 152.06
NASDAQ - Total US* 100.00 141.33 173.89 213.07 300.25 542.43
SNL Bank Index 100.00 155.69 217.25 329.20 356.10 345.13
</TABLE>
13
<PAGE>
INDEPENDENT AUDITORS
On recommendation of its Audit/Examining Committee, the board of directors of
the Company engaged the firm of KPMG, LLP ("KPMG") as its independent auditors
for the year ended December 31, 1999.
KPMG has served as the independent auditors of the Company since 1995. The
board of directors has retained KPMG to continue as independent auditors and to
audit the consolidated financial statements of the Company for the year ending
December 31, 2000, and further to report the results of their examination.
A representative of KPMG is expected to attend the Meeting and will have an
opportunity to make statements and respond to appropriate questions from
stockholders.
STOCKHOLDER PROPOSALS
If any stockholder desires to have a proposal formally considered at the 2001
annual meeting and included in the proxy statement for that meeting, the
proposal must be received in writing by the Corporate Secretary no later than
December 1, 2000.
The persons named in the proxies distributed by the Company may use their
discretion in voting proxies with respect to shareholder proposals not included
in the proxy statement for the 2001 annual meeting unless the Company receives
notice of such proposals prior to February 23, 2001.
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SEC IS
AVAILABLE WITHOUT CHARGE BY WRITING TO: TOMPKINS TRUSTCO, INC., ATTN: RICHARD D.
FARR, SENIOR VICE PRESIDENT & CHIEF FINANCIAL OFFICER, P.O. BOX 460, ITHACA, NEW
YORK 14851.
OTHER MATTERS
The management knows of no business to be presented for consideration at the
Meeting other than that stated in the Notice of Annual Meeting. If any
additional matters should be presented, it is intended that the enclosed proxy
will be voted in accordance with the judgment of the person or persons acting
under the proxy.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE YOUR PROXY
PROMPTLY. YOU MAY VOTE BY TELEPHONE, VIA THE INTERNET, OR MARK, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ACCOMPANYING PRE-ADDRESSED
POSTAGE-PAID ENVELOPE. Your proxy may be revoked prior to its exercise by filing
with the corporate secretary of Tompkins Trustco, Inc. prior to the Annual
Meeting a written notice of revocation or a duly executed proxy bearing a later
date, or by attending the Annual Meeting, filing a written notice of revocation
with the corporate secretary at the Meeting prior to the vote and voting in
person.
Dated: April 10, 2000 By order of the board of directors
John E. Butler, Esq.
Vice President & Corporate Secretary
TOMPKINS TRUSTCO, INC.
P.O. BOX 460, ITHICA, NEW YORK 14851
(607) 273-3210
14
<PAGE>
FORM OF PROXY
1. Election of three (3) Directors for a term of three years expiring in the
year 2003, one (1) Director for a term of two years expiring in the year 2002
and one (1) Director for a term of one year expiring in the year 2001.
___ FOR all nominees listed below
___ WITHHOLD AUTHORITY to vote for all nominees listed below.
___ *EXCEPTIONS
Nominees: James W. Fulmer (3 yrs.), William W. Griswold (3 yrs.), Thomas R. Salm
(3 yrs.), Craig Yunker (2 yrs.), and William D. Spain, Jr. (1 yr.).
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions: ___________________________________________________________
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
(Management at present knows of no other business to be presented at the
meeting.)
Change of Address and/
or Comments Mark Here _____
(Name of stockholder should be signed exactly as it appears to the left.)
Date __________, 2000
- --------------------------
Signature
- --------------------------
Signature, if held jointly
Votes must be indicated (x) in Black or Blue ink.
Please Mark, Sign, Date and Return the Proxy Card Promptly Using the Enclosed
Envelope.
<PAGE>
TOMPKINS TRUSTCO, INC
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned holder of common stock of Tompkins Trustco, Inc. hereby
appoints Margaret K. Liguori and William T. Pritchard and each of them his
attorneys, agents and proxies to represent the undersigned and to vote and act
upon the shares of common stock standing in the name of the undersigned which
he/she would be entitled to vote if personally present, as specified below, at
the Annual Meeting of Stockholders to be held on Wednesday, May 10, 2000 at 7:30
p.m. or at any adjournment thereof, with full power of substitution and
revocation.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED ON THE OTHER SIDE OF THIS CARD. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
(Signature on reverse side required)
TOMPKINS TRUSTCO INC
P.O. BOX 11289
NEW YORK, N.Y. 10203-0289
