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) October 25, 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 2.02 Results of Operations and Financial Condition
On October 26, 2005, the Company issued a press release announcing its
earnings for the calendar quarter ended September 30, 2005. A copy of the press
release is attached to this Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On October 25, 2005, the Board of Directors of Tompkins Trustco, Inc.
(the "Company") amended several sections of its Bylaws effective as of October
25, 2005. The changes to the Bylaws include: (1) permitting the Company's
principal offices to be located in the County of Tompkins, New York, but not
limiting such location to the City of Ithaca (Article II, Section 1); (2)
revisions to the notice of meetings to stockholders provision to (a) allow for
up to 60 days (as opposed to 50 days) notice before the date fixed for the
meeting and (b) permit the use of electronic transmissions to provide notice
(and waiver of notice) of meetings to stockholders (Article III, Section 4); (3)
revisions to permit the Board of Directors to fix a record date for purposes of
determining stockholders entitled to notice of and to vote at any stockholders'
meeting to not more than 60 days (as opposed to 50 days) before the date of such
meeting and for the purpose of any other action for which the Board of Directors
may fix a date of record to not more than 60 days (as opposed to 50 days) prior
to such date (Article III, Section 5); (4) revisions permitting the Company's
stockholders to authorize another person(s) to act for him or her by proxy to
the fullest extent permitted by applicable law and to combine the sections of
the current Bylaws governing "voting" and "proxies" (Article III, Section 8);
(5) revisions to permit the Chief Executive Officer of the Company to preside
over meetings of the stockholders, reflecting the amendment described below,
clarifying the separation of the offices of Chairman of the Board, Chief
Executive Officer and President (Article III, Section 9); (6) the establishment
of advance notice procedures for stockholders to bring business before the
annual meeting (Article III, Section 10); (7) deleting Section 5 of Article III
of the Company's current Bylaws --"Non-Voting Advisors to the Board of
Directors"; (8) providing that the Board of Directors will hold regular meetings
no less frequently than quarterly (Article IV, Section 7); (9) permitting the
use of electronic transmissions to provide notice of Board of Director meetings
(Article IV, Section 9); (10) revisions to the provisions relating to the
committees of the Board of Directors to (a) expressly provide for the
designation of a compensation committee, an audit committee, a nominating
committee and a corporate governance committee (b) clarify that the composition
of Board committees shall comply with all applicable independence, expertise and
other requirements prescribed by applicable law or stock exchange rules (Article
IV, Section 15); (11) revisions to (a) summarize and clarify the powers and
responsibilities of the Chief Executive Officer and President and their
relationship and authority, respectively, as among the Chairman of the Board of
Directors, each other and the other officers of the Company and (b) include
additional descriptions of certain officer positions, including the Vice
Presidents, Chief Financial Officer and Treasurer of the Company (Article V,
Sections 1, 6, 7, 8, 9, 10 and 11); (12) revisions to the provisions relating to
determining the compensation of the Chief Executive Officer and the other
officers of the Company (Article V, Section 3); (13) revisions to conform
Article IV, Sections 1and 2 to the applicable sections of the New York Business
Corporation Law (Article IV, Sections 1 and 2); (14) amendments to Article VII
to provide for indemnification of the Company's directors and officers and the
advancement of expenses to the fullest extent permitted by the New York Business
Corporation Law (Article VII, Sections 1, 2, 3,4 and 6); and (15) other
miscellaneous changes and/or clarifications.
The summary of changes to the Bylaws set forth above is qualified in
its entirety by reference to the full text of the Bylaws of Tompkins Trustco,
Inc., a copy of which is attached to this Current Report on Form 8-K as Exhibit
3(ii) and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit
No. Description
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3(ii) ByLaws of Tompkins Trustco, Inc. as amended through and
including October 25, 2005
99.1 Press Release of Tompkins Trustco, Inc. dated October 26,
2005
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: October 27, 2005 By: /s/ JAMES J. BYRNES
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James J. Byrnes
Chairman and CEO
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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3(ii) Bylaws of Tompkins Trustco, Inc. as amended through and
including October 25, 2005
99.1 Press Release of Tompkins Trustco, Inc. dated October 26,
2005