EFFECTIVE AUGUST 23RD, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 28, 2005
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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 (IRS Employer
of incorporation) File Number) Identification No.)
The Commons, PO Box 460, Ithaca, New York 14851
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 273-3210
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR 240.13e-4(c))
Item 1.01 Entry into a material definitive agreement
Merchant Credit Card Processing Agreements
Effective December 30, 2005, Tompkins Trustco, Inc. (the "Company") has entered
into a Merchant Asset Purchase Agreement and a Marketing and Sales Alliance
Agreement with NOVA Information Systems, a wholly-owned subsidiary of U.S.
Bancorp of Minneapolis, Minnesota, as its partner to provide customer service,
processing services, and support operations to the Company's merchant card
processing customers. The agreement calls for Nova to receive all future revenue
from the Company's approximately 2,500 merchant customers, while Tompkins will
continue to generate referral fees and income based on a percentage of net sales
revenue from new customers referred to Nova through the Company's 34 banking
offices located in the state of New York. The alliance with NOVA will provide a
pre-tax net gain of approximately $3.0 million, increasing 2005 earnings per
share by 20 cents.
The Company evaluated several strategic alternatives for the merchant card
processing business and selected NOVA, based on their commitment to outstanding
customer service, risk management capabilities, and track record in successful
partnerships with leading community banks. Management expects that the Nova
product portfolio, rich with state-of-the-art, value-added solutions, will
enhance the Company's ability to deepen existing relationships and grow market
share.
Item 8.01 Other Events
Securities Transactions
On December 28, 2005, Tompkins Trustco, Inc. completed a securities portfolio
restructuring that included the sale of approximately $80 million of
available-for-sale securities. The proceeds from the sale have been, or will be,
primarily used to acquire higher-yielding securities. The sale will result in
approximately $1.5 million in pretax securities losses being realized during the
fourth quarter of 2005. The transaction will reduce 2005 earnings per share by
10 cents but is expected to have a positive impact on interest income in future
periods. Management expects that Tompkins will fully recover the realized losses
in the short to intermediate term, mainly through higher interest income on the
new assets purchased with proceeds from the sale. The securities sold represent
about 12% of the Company's total securities portfolio.
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: January 6, 2006 By: /s/ JAMES J. BYRNES
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James J. Byrnes
Chairman and CEO