-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, j/eTRdmmeW3aKnnWKseLdHmmIHoAoUwJAkExo+wj7yGVRbnfmcwjxoQBS0rFrbL5 h9d5ntu/yyL0prgVAm7jpw== 0000908184-95-000008.txt : 19950614 0000908184-95-000008.hdr.sgml : 19950614 ACCESSION NUMBER: 0000908184-95-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941220 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950221 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY HOLDING CO CENTRAL INDEX KEY: 0000726854 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 550619957 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11733 FILM NUMBER: 95513815 BUSINESS ADDRESS: STREET 1: 3601 MACCORKLE AVE SE CITY: CHARLESTON STATE: WV ZIP: 25304 BUSINESS PHONE: 3049256611 MAIL ADDRESS: STREET 1: 3601 MACCORKLE AVE, SE CITY: CHARLESTON STATE: WV ZIP: 25301 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A1 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 5, 1994 CITY HOLDING COMPANY (Exact name of registrant as specified in charter) West Virginia 0-11733 55-0619957 (State or other (Commission (IRS Employer Jurisdiction of) File Number) Identification No.) 3601 MacCorkle Avenue, S.E., Charleston, WV 25304 (Address of principal executive officers) (Zip Code) Registrant's telephone number, including area code: (304)926-3000 Item 7: Financial Statements, Pro Forma Financial Information and Exhibits Item 7 (b) is amended to include the following pro forma financial information: 1. Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1994. 2. Pro Forma Condensed Consolidated Statement of Income for the years ended December 31, 1993 and 1992. 3. Pro Forma Condensed Consolidated Statement of Income for the nine months ended September 30, 1994. INDEX TO FINANCIAL STATEMENTS The Index to Financial Statements is amended to include the following: Pro Forma Consolidated Financial Information Page Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1994. F-1 Pro Forma Condensed Consolidated Statement of Income for the years ended December 31, 1993 and 1992. F-2 Pro Forma Condensed Consolidated Statement of Income for the nine months ended September 30, 1994. F-4 CITY HOLDING COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) SEPTEMBER 30, 1994 (In thousands) City City Holding and Holding Hinton Hinton as as Pro Forma Pro Forma Reported Reported Adjustments Combined ASSETS Cash and due from banks $ 19,410 $ 1,362 $ 20,772 Federal funds sold 0 725 725 Securities available for sale 68,544 10,453 78,997 Investment securities 119,836 18,497 138,333 Total loans 488,905 35,577 524,482 Less: Allowance for loan loss (5,540) (465) (6,005) NET LOANS 483,365 35,112 518,477 Bank premises & equipment 16,551 648 17,199 Other assets 17,867 954 18,821 TOTAL ASSETS $725,573 $ 67,751 $793,324 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Deposits: Noninterest-bearing $ 71,472 $ 4,958 $ 76,430 Interest-bearing 512,945 53,460 566,405 TOTAL DEPOSITS 584,417 58,418 642,835 Federal funds purchased and securities sold under agreements to repurchase 78,226 78,226 Long-term debt 8,375 8,375 Other liabilities 5,784 428 6,212 TOTAL LIABILITIES 676,802 58,846 735,648 SHAREHOLDERS' EQUITY Common stock 7,696 6 1,749 (1) 9,451 Capital surplus 13,911 1,294 5,441 (1) 20,646 Net unrealized loss on securities available for sale (1,354) (341) (1,695) Retained earnings 30,608 7,946 (9,280) (1) 29,274 Treasury stock (2,090) 2,090 (1) 0 TOTAL SHAREHOLDERS' EQUITY 48,771 8,905 0 57,676 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $725,573 $67,751 $ 0 $793,324
(1) The shareholders' equity accounts are reclassified to reflect the issuance of 460,047 shares of City Holding stock at $2.50 par value and a 10% stock dividend issued to shareholders in January 1995. CITY HOLDING COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1993 (IN THOUSANDS, EXCEPT PER SHARE) CITY HOLDING AND HINTON CITY HOLDING HINTON PRO FORMA AS REPORTED AS REPORTED COMBINED Interest Income: Interest and fees on loans $30,289 $2,962 $33,251 Interest on investment securities Taxable 11,343 1,307 12,650 Tax-exempt 1,408 431 1,839 Other interest income 374 102 476 TOTAL INTEREST INCOME 43,414 4,802 48,216 Interest Expense: Interest on deposits 16,903 1,946 18,849 Short-term borrowings 424 0 424 Long-term debt 274 0 274 TOTAL INTEREST EXPENSE 17,601 1,946 19,547 NET INTEREST INCOME 25,813 2,856 28,669 Provision for possible loan losses 1,251 90 1,341 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 24,562 2,766 27,328 Other income 2,823 181 3,004 Other expense 19,255 1,696 20,951 INCOME BEFORE INCOME TAXES 8,130 1,251 9,381 Income taxes 2,627 322 2,949 NET INCOME $ 5,503 $ 929 $6,432 Net Income Per Share (1) $ 1.69 $ 15.49 (1) $ 1.71 AVERAGE SHARES OUTSTANDING 3,257 60 3,763
(1) City Holding Company and Pro Forma per share data have been restated to reflect a 10% stock dividend issued to shareholders in January 1995. CITY HOLDING COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1992 (IN THOUSANDS, EXCEPT PER SHARE) CITY HOLDING AND HINTON CITY HOLDING HINTON PRO FORMA AS REPORTED AS REPORTED COMBINED Interest Income: Interest and fees on loans $24,917 $3,305 $28,222 Interest on investment securities Taxable 11,274 1,621 12,895 Tax-exempt 1,562 318 1,880 Other interest income 414 116 530 TOTAL INTEREST INCOME 38,167 5,360 43,527 Interest Expense: Interest on deposits 16,042 2,472 18,514 Short-term borrowings 329 0 329 Long-term debt 35 0 35 TOTAL INTEREST EXPENSE 16,406 2,472 18,878 NET INTEREST INCOME 21,761 2,888 24,649 Provision for possible loan losses 1,950 272 2,222 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 19,811 2,616 22,427 Other income 1,729 168 1,897 Other expense 14,293 1,616 15,909 INCOME BEFORE INCOME TAXES 7,247 1,168 8,415 Income taxes 2,208 303 2,511 NET INCOME $ 5,039 $ 865 $5,904 Net Income Per Share (1) $ 1.54 $ 14.41 (1) $ 1.56 AVERAGE SHARES OUTSTANDING 3,274 60 3,780
(1) City Holding Company and Pro Forma per share data have been restated to reflect a 10% stock dividend issued to shareholders in January 1995. CITY HOLDING COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 1994 (IN THOUSANDS, EXCEPT PER SHARE) CITY HOLDING AND HINTON CITY HOLDING HINTON PRO FORMA AS REPORTED AS REPORTED COMBINED Interest Income: Interest and fees on loans $27,412 $2,133 $29,545 Interest on investment securities Taxable 8,281 997 9,278 Tax-exempt 971 345 1,316 Other interest income 136 42 178 TOTAL INTEREST INCOME 36,800 3,517 40,317 Interest Expense: Interest on deposits 13,400 1,470 14,870 Short-term borrowings 855 0 855 Long-term debt 310 0 310 TOTAL INTEREST EXPENSE 14,565 1,470 16,035 NET INTEREST INCOME 22,235 2,047 24,282 Provision for possible loan losses 631 0 631 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 21,604 2,047 23,651 Other income 2,741 138 2,879 Other expense 17,739 1,392 19,131 INCOME BEFORE INCOME TAXES 6,606 793 7,399 Income taxes 2,175 197 2,372 NET INCOME $ 4,431 $ 596 $5,027 Net Income Per Share (1) $ 1.36 $ 9.90 (1) $ 1.33 AVERAGE SHARES OUTSTANDING 3,265 60 3,771
(1) City Holding Company and Pro Forma per share data have been restated to reflect a 10% stock dividend issued to shareholders in January 1995. 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, thereunto duly authorized. CITY HOLDING COMPANY Date: February 17, 1995 By: /s/ Robert A. Henson Robert A. Henson Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----