11-K 1 d11k.txt CITY HOLDING FORM 11-K DATED DECEMBER 31, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM 11-K ANNUAL REPORT __________ Pursuant to Section 15(d) of the Securities Act of 1934 For the year ended December 31, 2000 __________ City Holding Company Profit Sharing and 401(k) Plan __________ City Holding Company 25 Gatewater Road Cross Lanes, West Virginia 25313 __________ City Holding Company Profit Sharing and 401(k) Plan Form 11-K December 31, 2000 Required Information The City Holding Company Profit Sharing and 401(k) Plan (the "Plan") is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Accordingly, in lieu of the requirements of Items 1-3 of this section, the Plan is filing financial statements and supplemental schedules prepared in accordance with the financial reporting requirements of ERISA. The following financial statements and supplemental schedules, attached hereto, are filed as part of the Annual Report: Report of Independent Auditors 1 Statements of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-8 Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) 9 Schedule H, Line 4(j) - Schedule of Reportable Transactions 10 Item 9(b) - Exhibits: -------- Exhibit 24(c) - Consent of Independent Auditors Report of Independent Auditors Board of Directors City Holding Company We have audited the accompanying statements of net assets available for benefits of City Holding Company Profit Sharing and 401(k) Plan (the Plan) as of December 31, 2000 and 1999, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the change in its net assets available for benefits for the year ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held at December 31, 2000, and reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP June 27, 2001 1 City Holding Company Profit Sharing and 401(k) Plan Statements of Net Assets Available for Benefits December 31 2000 1999 -------------------------- Assets Cash and cash equivalents $ 1,166 $ 59,194 Investments at fair value: Mutual and commingled funds 6,162,865 6,356,692 Common stock of City Holding Company 1,865,099 3,313,322 Participant loans 207,260 248,440 Receivables: Employer contributions 43,805 58,242 Participant contributions 100,192 141,947 Other - 1,826 -------------------------- Net assets available for benefits $8,380,387 $10,179,663 ========================== See notes to financial statements. 2 City Holding Company Profit Sharing and 401(k) Plan Statement of Changes in Net Assets Available for Benefits Year Ended December 31, 2000 Additions Contributions and income: Contributions from employer $ 687,679 Contributions from employees 1,655,337 Interest and dividends 271,451 ------------- Total contributions and income 2,614,467 Deductions Withdrawals and benefit payments (1,313,458) ------------- 1,301,009 Net realized and unrealized depreciation in fair (3,100,285) value of investments (Note 5) Net assets available for benefits at beginning of year 10,179,663 ------------- Net assets available for benefits at end of year $ 8,380,387 ============= See notes to financial statements. 3 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements December 31, 2000 1. Significant Accounting Policies Basis of Accounting The accounting records of the City Holding Company Profit Sharing and 401(k) Plan (the Plan) are maintained on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. Cash Equivalents Cash equivalents are short-term, highly liquid investments. The market value of cash equivalents approximates cost. Investments The Plan estimates the fair value of its investment in City Holding Company common stock based on the stock's quoted trade price. Investments in mutual and commingled funds are valued at the Plan's proportionate share of the quoted fair value of net assets in each fund as of December 31, 2000 and 1999. Group Annuity Contract: The group annuity contract represents an investment in a Deposit Administration Fund maintained by an insurance company and is included in the Mutual and Commingled funds on the Statement of Net Assets Available for Benefits. Interest is credited to the Fund, compounded annually, and is determined by annual interest rates which will not be less than 5% for the 2000 and 1999 contract years (as specified in the contract). At least 30 days prior to the expiration of the interest guarantees, the Hartford Life Insurance Company shall advise the Plan of new interest guarantees that apply to the contract. In addition to the interest guarantees above, a long-term guaranteed interest rate of 3% applies to all contributions and earnings received, and applies for the life of the contract. The group annuity contract is valued at cost plus reinvested income, which approximates fair value. Participant directed transfers may be made under the contract. Such transfers will not be subject to withdrawal charges, market value adjustments, or penalties provided that the amount of the withdrawal, when added to the sum of all withdrawals during the preceding twelve months, does not exceed 12% of the balance of the fund twelve months earlier. Such withdrawals are subject to the consent of the insurance company. 4 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements (continued) Each participant may designate the percentage of his or her contributions to be invested into any of the five investment options, offered by the Plan. 2. Description of Plan The following description of the Plan provides general information. Participants should refer to the summary Plan description for a complete description of the Plan's provisions. The Plan, which was adopted and became effective January 1, 1991, is a defined contribution savings and profit sharing plan covering all employees of City Holding Company and its subsidiaries (the Company) who have completed one year of service and have attained the age of 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Company's contribution consists of a 50% match of the first 6% of each eligible participant's contribution. Matching contributions are made with common stock of the Plan sponsor, City Holding Company. Participants may elect to contribute, on a salary-deferral basis, up to 15% of annual compensation, subject to federal income tax limits. Included in participant contributions are approximately $38,000 and 42,000 in 2000 and 1999, respectively, of participant account balances rolled-over from previous employer plans. Vesting Participants are immediately fully vested in their voluntary contributions and employer matching contributions, plus actual earnings thereon. A participant becomes vested in discretionary profit sharing contributions as follows: Vested Percentage of Years of Service Employer Contributions -------------------------------------------------------------- Less than 2 0% 3 20 4 40 5 60 6 80 7 or more 100 There were no discretionary profit sharing contributions during 2000 or 1999. Forfeitures of terminated participants' non-vested account balances are allocated to eligible participants who are employed on December 31 of each year based on their annual compensation. 5 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements (continued) Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in the accounts. Benefits Benefits, representing each participant's share in the Plan, are generally payable upon the participating employee's death, retirement, disability, or separation from the Company. Benefits are payable in the form of cash, stock, or a combination thereof. 3. Federal Income Taxes The Plan has received a determination letter from the Internal Revenue Service dated August 27, 1992, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the therefore is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and is tax exempt. 4. Related Party Transactions The Company provides certain accounting and administrative services to the Plan without charge. The Company also pays certain administrative costs on behalf of the Plan, including legal and accounting fees. 5. Investments During 2000, the Plan's five investments (including investments purchased and sold as well as those held during the year) depreciated in fair value as determined by quoted market prices as follows: Net Realized And Unrealized Depreciation in Fair Value of Investments ------------------ Group Annuity Contract $ - Common Stock (2,354,003) Mutual and Commingled Funds (746,282) ------------------ Total $ (3,100,285) ================== 6 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements (continued) The fair values of individual investments that represent 5% or more of the Plan's net assets are as follows: December 31 2000 1999 ------------------------ * City Holding Company common stock $1,865,099 $3,313,322 Fidelity Advisor Short Fixed Income Fund 871,614 650,433 Fidelity Advisor Growth Opportunity Fund 2,212,670 2,848,009 Fidelity Advisor Balanced Fund 1,559,558 1,552,641 Group Annuity Contract 1,016,037 925,438 * Nonparticipant directed Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant directed investments is a follows: December 2000 1999 ------------------------ Net assets: City Holding Company common stock, at fair value $1,865,099 $3,313,322 Cash and cash equivalents 929 (13,568) Contribution receivable 63,131 91,217 Other - (7,869) ------------------------ Total $1,929,159 $3,383,102 ======================== Year Ended December 31 2000 ------------- Change in net assets: Contributions from employer $ 687,679 Contributions from employees 347,442 Interfund transfers 7,614 Interest and dividends 120,960 Net realized and unrealized depreciation in fair value (2,354,003) Distribution to participants (263,645) ------------- Net change $(1,453,953) ============= 7 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements (continued) 6. Differences Between Financial Statements and Form 5500 For purposes of Form 5500, amounts allocated to withdrawn participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to year-end, but not yet paid as of year end. For financial reporting purposes, these amounts are not recorded. The amount allocated to withdrawn participants not yet paid as of December 31, 2000, was $509,176. 8 City Holding Company Profit Sharing and 401(k) Plan Plan 002 EIN 550619957 Schedule H, line 4(i) - Schedule of Assets Held for Investment Purposes At End of Year December 31, 2000 Current Shares/Units Description Cost Value ------------------------------------------------------------------------------- Common stock: 324,365 * City Holding Company common stock $7,028,376 $1,865,099 Investments in mutual or commingled funds: 94,433 Fidelity Advisor Short Fixed Income NR 871,614 Fund 64,793 Fidelity Advisor Growth Opportunity NR 2,212,670 Fund 96,021 Fidelity Advisor Balanced Fund NR 1,559,558 28,991 Fidelity Advisor Overseas Fund NR 502,986 1,016,037 Group Annuity Contract NR 1,016,037 ------------------------- - 6,162,865 Cash and cash equivalents NR 1,166 Participant loans (6% to 10.21%) NR 207,260 ----------------------- Total $7,028,376 $8,236,390 ========================= * - Party-in-interest NR - Not Required 9 City Holding Company Profit Sharing and 401(k) Plan Plan 002 EIN 550619957 Schedule H, line 4(j) - Schedule of Reportable Transactions Year Ended December 31, 2000
Number Total Number Total Total of Cost of Cost Proceeds (Loss) Units of Units of from on Purchased Purchase Sold Sales Sales Sales --------------------------------------------------------------------------------- Category (iii)--Series of Transactions in Excess of 5% of Plan Assets City Holding Company Common Stock 129,362 $1,222,328 37,790 $503,347 $191,528 $(311,819)
There were no category (i), (ii) or (iv) reportable transactions during 2000. 10 Pursuant to the requirements of the Securities and Exchange Act of 1934, City Holding Company has duly caused this annual report to be signed by the undersigned thereunto duly authorized. City Holding Company Profit Sharing and 401(k) Plan /s/ Victoria Evans ------------------ Ms. Victoria Evans Plan Administrator June 27, 2001