-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVUgjltGgwPsOepseiimW8yRbC9sPuFVvhO9kCYgtilzD3eNt1TAD3aCew/rd8Pn BA7Cs4WH+SX4pHwaLAwGmQ== 0001019056-00-000193.txt : 20000331 0001019056-00-000193.hdr.sgml : 20000331 ACCESSION NUMBER: 0001019056-00-000193 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOMPKINS TRUSTCO INC CENTRAL INDEX KEY: 0001005817 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 161482357 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-12709 FILM NUMBER: 586117 BUSINESS ADDRESS: STREET 1: PO BOX 460 THE COMMONS CITY: ITHACA STATE: NY ZIP: 14851 BUSINESS PHONE: 6072733210 MAIL ADDRESS: STREET 1: THE COMMONS STREET 2: PO BOX 460 CITY: ITHACA STATE: NY ZIP: 14851 FORMER COMPANY: FORMER CONFORMED NAME: TOMPKINS COUNTY TRUSTCO INC DATE OF NAME CHANGE: 19960117 8-K/A 1 FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- 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. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) New York 1-12709 16-1482357 ---------- --------- ------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) P.O. Box 460, The Commons, Ithaca, New York 14851 --------------------------------------------------- (Address of principal executive offices) (zip code) (607) 273-3210 ---------------------------------------------------- (Registrant's telephone number, including area code) 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). 2 (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). 3
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 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------------------------------------------------------------ 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) - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL SHAREHOLDERS' EQUITY 62,244 34,380 96,624 - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES, MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES AND SHAREHOLDERS EQUITY. 713,148 475,531 1,188,679 - ------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to unaudited pro forma condensed combined financial statements. 4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
YEAR END DECEMBER 31, 1999 TOMPKINS/ ELIMINATIONS/ LETCHWORTH (in thousands except per share data) TOMPKINS LETCHWORTH ADJUSTMENTS COMBINED ================================================================================================================================= INTEREST AND DIVIDEND INCOME 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 - --------------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------------- TOTAL INTEREST EXPENSE 20,578 9,973 30,551 - --------------------------------------------------------------------------------------------------------------------------------- NET INTEREST INCOME 29,111 17,955 47,066 Less Provision For Loan/Lease Losses 518 426 944 - --------------------------------------------------------------------------------------------------------------------------------- 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) - --------------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------------- TOTAL OTHER EXPENSES 20,105 14,256 (41) 34,320 - --------------------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------------------- NET INCOME 11,865 3,335 15,200 ================================================================================================================================= 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. 5
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 ---------------------------------------------- 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. 6 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 ------------------- James J. Byrnes Chairman, President and Chief Executive Officer 7 -----END PRIVACY-ENHANCED MESSAGE-----