10-K/A 1 form10k-a.htm CHCO FORM 10-K/A FOR PERIOD ENDING 12-31-2008 form10k-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A

 [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2008
or
[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from  __________ to __________.

Commission File Number 0-11733
CHCO logo
CITY HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)

West Virginia
55-0619957
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
 
25 Gatewater Road, Cross Lanes, WV
(Address of Principal Executive Offices)
Identification No.)
 
25313
(Zip Code)
 
304-769-1100
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

     
Title of Each Class
  
Name of Each Exchange on Which Registered:
None
  
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $2.50 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  [ ] Yes  [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  [ ] Yes  [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes  [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [   ]
  
Accelerated filer [X]
     
Non-accelerated filer [   ] (Do not check if a smaller reporting company)
  
Smaller reporting company [   ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[ ] Yes  [X] No

As of June 30, 2008, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the shares of common stock held by non-affiliates, based upon the closing price per share of the registrant’s common stock as reported on the Nasdaq National Market System, was approximately $635.9 million.  (Registrant has assumed that all of its executive officers and directors are affiliates.  Such assumption shall not be deemed to be conclusive for any other purpose.)

As of February 27, 2009, there were 15,933,781 shares of the Company’s common stock, $2.50 par value, outstanding.
 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual report to security holders for the fiscal year ended December 31, 2008 are incorporated by reference into Part I, Item 1 and Part II, Items 6, 7, 7A, and 8. Portions of the Proxy Statement for the 2009 annual shareholders’ meeting to be held on April 29, 2009 are incorporated by reference into Part III, Items 10, 11, 12, 13, and 14.

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EXPLANATORY NOTE

 
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, which the Registrant previously filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2009 (the “Original Filing”).  The Registrant is filing this Amendment solely to correct typographical errors in the Stock Repurchase Plan in the Original Filing.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Filing in this Form 10-K/A.  Accordingly, this Form 10-K/A does not reflect events occurring after this filing of the Original Filing or modify or update those disclosures affected by subsequent events.  Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC after the filing of the Original Filing.  Forward-looking statements in this Amendment have also not been updated from the 2008 Form 10-K that was filed on March 4, 2009.
 

 
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PART II

Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Stock Repurchase Plan
 
The following table sets forth information regarding the Company's common stock repurchases transacted during the quarter:
 
 
 
 
 
 
Period
Total Number
of Shares
Purchased
  
Average
Price Paid
per Share
  
Total
Number
of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (a)
  
 
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
  
                     
October 1 – October 31, 2008
-
  
$
-
  
-
    
437,528
  
                     
November 1 – November 30, 2008
169,400
  
$
31.48
  
169,400
    
268,128
  
                     
December 1 - December 31, 2008
62,700
  
$
30.68
  
62,700
    
205,428
  
 
(a)  
In August 2007, the Company announced that the Board of Directors had authorized the Company to buy back up to 1,000,000 shares of its common stock, in open market transactions at prices that are accretive to continuing shareholders.  No timetable was placed on the duration of this share repurchase program.
 
 
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PART IV

Item 15.
Exhibits, Financial Statement Schedules
   
(a)(3) Exhibits
 

31 (a)
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Charles R. Hageboeck
31(b)
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for David L. Bumgarner
32(a)
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Charles R. Hageboeck
32(b)
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for David L. Bumgarner
 

 

 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  July 21, 2009
  
/s/ David L. Bumgarner
  
   
David L. Bumgarner
   
Senior Vice President, Chief Financial Officer and Principal Accounting Officer
   
(Principal Financial Officer)

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EXHIBIT INDEX
 
The following exhibits are filed herewith.
 
Exhibit                         Description
 
Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Charles R. Hageboeck
 
Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by David L. Bumgarner
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Charles R. Hageboeck
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David L. Bumgarner


 
 
 
 
 
 
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