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 24, 2006
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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 25, 2006, the Company issued a press release announcing its
earnings for the calendar quarter ended September 30, 2006. 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 24, 2006, the Board of Directors of Tompkins Trustco, Inc.
(the "Company") amended the Company's Bylaws to allow for shares of the
Company's capital stock to be issued in book-entry form (Uncertified form).
Article VI, Section 1 and Section 2 of the Bylaws were amended to read in their
entireties as follows:
SECTION 1. Form and Signatures. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Within a reasonable time after
the issue or transfer of shares without certificates, the Corporation shall send
or cause its transfer agent or registrar to send the registered owner thereof a
written statement of the information required on certificates by the New York
Business Corporation Law. Notwithstanding the adoption of such a resolution by
the Board of Directors, every holder of stock represented by certificates and
upon request every holder of uncertificated shares shall be entitled to have a
certificate signed by, the Chairman of the Board or a Vice-Chairman of the Board
or the President or a Vice President and by the Corporate Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be
sealed with the seal of the Corporation or facsimile thereof. Where any share
certificate is countersigned by a transfer agent or registered by a registrar,
other than the Corporation itself or its employees, or if the shares are listed
on a registered national security exchange, the signatures of any such Chairman
of the Board, Vice-Chairman of the Board, President, Vice President, Corporate
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer may be
facsimiles engraved or printed. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before the share certificate is issued, such certificate may be
issued by the Corporation with the same effect as if such person had not ceased
to be such officer.
SECTION 2. Transfer of Shares. Shares of stock of the Corporation shall be
transferred on the books of the Corporation only (1) upon presentation and
surrender of the appropriate certificate by the registered holder of such shares
in person or by his or her duly authorized attorney or by a person presenting
proper evidence of succession, assignment or authority to transfer such shares
or (2) in the case of uncertificated shares upon receipt of proper transfer
instructions from the registered holder of such shares or from a duly authorized
attorney or upon presentation of proper evidence of succession, assignment or
authority to transfer such shares. Except as otherwise provided by law, the
Corporation shall be entitled to treat the holder of record of any share as the
owner thereof and shall not be bound to recognize any equitable or other claim
to or interest in such share on the part of any other person whether or not it
shall have express or other notice thereof. The Board of Directors, to the
extent permitted by law, shall have power and authority to make all rules and
regulations as it may deem proper or expedient concerning the issue, transfer
and registration of shares of stock and may appoint one or more transfer agents
and registrars of the shares of the Corporation.
A copy of the Bylaws of Tompkins Trustco, Inc. as amended through and including
October 24, 2006 is attached to this Report on Form 8-K as Exhibit 3(ii) and is
incorporated herein by reference.
Item 8.01 Other Events
On October 25, 2006, the Company issued a press announcing that on
October 24, 2006, its Board of Directors approved payment of a regular quarterly
cash dividend of $0.30 per share, payable on November 15, 2006, to common
shareholders of record on November 3, 2006. A copy of the press release is
attached to this Report on Form 8-K as Exhibit 99.2 and is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
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Exhibit No. Description
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3(ii) Bylaws of Tompkins Trustco, Inc. as amended through and
including October 24, 2006
99.1 Press Release of Tompkins Trustco, Inc. dated
October 25, 2006
99.2 Press Release of Tompkins Trustco, Inc. dated
October 25, 2006
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 25, 2006 By: /s/ JAMES J. BYRNES
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James J. Byrnes
Chairman and CEO
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION PAGE
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3(ii) Bylaws of Tompkins Trustco, Inc. as amended through and
including October 24, 2006 5
99.1 Press Release of Tompkins Trustco, Inc. dated
October 25, 2006 15
99.2 Press Release of Tompkins Trustco, Inc. dated
October 25, 2006 23
4