0000916641-95-000297.txt : 19950918 0000916641-95-000297.hdr.sgml : 19950918 ACCESSION NUMBER: 0000916641-95-000297 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950915 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950915 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY HOLDING CO CENTRAL INDEX KEY: 0000726854 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 550619957 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11733 FILM NUMBER: 95574206 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 1 CITY HOLDING 8-K 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): September 15, 1995 (August 31, 1995) 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 2: Acquisition or Disposition of Assets On August 31, 1995, City Holding Company ("City Holding") acquired First Merchants Bancorp, Inc. ("First Merchants"), a West Virginia bank holding company transacting a banking business in Fayette County, West Virginia, through its sole subsidiary, Merchants National Bank ("Merchants"). Pursuant to an Agreement and Plan of Reorganization, dated as of March 14, 1995, between City Holding, First Merchants and Merchants, and a related Plan of Merger, First Merchants merged with and into City Holding and the separate existence of First Merchants ceased. Merchants will remain a separately incorporated bank operated under the name "Merchants National Bank". As a result of the merger, each share of First Merchants common stock, was converted into 1.6 shares of City Holding common stock and First Merchants became the wholly-owned subsidiary of City Holding. City Holding issued 855,028 shares of its common stock in the transaction. Item 7: Financial Statements, Pro Forma Financial Information and Exhibits a) Financial Statements of Business Acquired 1. Report of Ernst & Young LLP(1) 2. Consolidated Balance Sheet of First Merchants as of December 31, 1993 and 1994(1) 3. Consolidated Statements of Income of First Merchants for the years ended December 31, 1993 and 1994(1) 4. Consolidated Statements of Cash Flows of First Merchants for the year ended December 31, 1993 and 1994(1) 5. Consolidated Statements of Changes in Stockholders' Equity of First Merchants for the year ended December 31, 1993 and 1994(1) 6. Consolidated Balance Sheet of First Merchants as of June 30, 1995(2) 7. Consolidated Statements of Income of First Merchants for the six months ended June 30, 1994 and 1995(2) 8. Consolidated Statements of Changes in Stockholders' Equity of First Merchants for the six months ended June 30, 1994 and 1995(2) 9. Consolidated Statements of Cash Flows of First Merchants for the six months ended June 30, 1994 and 1995(2) (1) Incorporated by reference herein from pages F-31 through F-54 of the Joint Proxy Statement/Prospectus (the "Joint Proxy Statement/Prospectus") filed by City Holding Company with the Commission on July 28, 1995, pursuant to Rule 424(b) in connection with City Holding Company's Registration Statement on Form S-4 (file no. 33-58647). (2) Incorporated by reference from First Merchants' Form 10-Q for the quarter ended June 30, 1995. b) Pro Forma Financial Information 1. Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1995. 2. Pro Forma Condensed Consolidated Statement of Income for the years ended December 31, 1994 and 1993. 3. Pro Forma Condensed Consolidated Statement of Income for the six months ended June 30, 1994 and 1995. c) Exhibits Number Exhibits 2.1 Agreement and Plan of Reorganization, dated as of March 14, 1995, among City Holding Company, First Merchants Bancorp, Inc. and Merchants National Bank (attached as Annex I to the Joint Proxy Statement/Prospectus and incorporated by reference herein). 23.1 Consent of Ernst & Young LLP INDEX TO FINANCIAL STATEMENTS PRO FORMA CONSOLIDATED FINANCIAL INFORMATION 1. Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1995. 2. Pro Forma Condensed Consolidated Statement of Income for the years ended December 31, 1994 and 1993. 3. Pro Forma Condensed Consolidated Statement of Income for the six months ended June 30, 1994 and 1995 CITY HOLDING COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) JUNE 30, 1995 (In thousands)
City City Holding and Holding Merchants Merchants as as Pro Forma Pro Forma Reported Reported Adjustments Combined ASSETS Cash and due from banks $ 23,652 $ 5,105 $ 28,757 Federal funds sold 0 730 730 Interest bearing deposits with other banks 0 619 619 Securities available for sale 71,217 11,133 82,350 Investment securities 114,543 28,788 143,331 Total loans 555,905 58,002 613,907 Less: Allowance for loan loss (6,034) (476) (6,510) NET LOANS 549,871 57,526 607,397 Loans held for sale 77,198 0 77,198 Bank premises & equipment 18,771 3,778 22,549 Other assets 18,291 3,155 21,446 TOTAL ASSETS $873,543 $110,834 $984,377 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Deposits: Noninterest-bearing $ 86,131 $ 13,854 $ 99,985 Interest-bearing 585,663 81,973 667,636 TOTAL DEPOSITS 671,794 95,827 767,621 Short-term borrowings 128,149 3,383 131,532 Long-term debt 5,325 0 5,325 Other liabilities 6,903 1,176 8,079 TOTAL LIABILITIES 812,171 100,386 912,557 SHAREHOLDERS' EQUITY Common stock 9,451 1,152 986 (1) 11,589 Capital surplus 18,887 649 (986) (1) 18,550 Net unrealized loss on securities available for sale 131 (264) (133) Retained earnings 32,956 8,911 41,867 Treasury stock (53) (53) TOTAL SHAREHOLDERS' EQUITY 61,372 10,448 0 71,820 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $873,543 $110,834 $ 0 $984,377
(1)The shareholders' equity accounts are reclassified to reflect the issuance of 855,028 shares of City Holding stock at $2.50 par value. CITY HOLDING COMPANY AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1994 (IN THOUSANDS, EXCEPT PER SHARE)
CITY HOLDING AND MERCHANTS CITY HOLDING MERCHANTS PRO FORMA AS REPORTED AS REPORTED COMBINED Interest Income: Interest and fees on loans $41,167 $4,900 $46,067 Interest on investment securities Taxable 12,071 1,826 13,897 Tax-exempt 1,176 761 2,477 Other interest income 194 127 321 TOTAL INTEREST INCOME 55,148 7,614 62,762 Interest Expense: Interest on deposits 20,110 2,768 22,878 Short-term borrowings 1,687 159 1,846 Long-term debt 445 0 445 TOTAL INTEREST EXPENSE 22,242 2,927 25,169 NET INTEREST INCOME 32,906 4,687 37,593 Provision for possible loan losses 953 87 1,040 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 31,953 4,600 36,553 Other income 4,647 602 5,249 Other expense 26,448 3,667 30,115 INCOME BEFORE INCOME TAXES 10,152 1,535 11,687 Income taxes 3,193 353 3,546 NET INCOME $ 6,959 $ 1,182 $ 8,141 Net Income Per Share (1) $ 1.85 $ 2.05 (1) $ 1.76 AVERAGE SHARES OUTSTANDING 3,773 576 4,625
(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, 1993 (IN THOUSANDS, EXCEPT PER SHARE)
CITY HOLDING AND MERCHANTS CITY HOLDING MERCHANTS PRO FORMA AS REPORTED AS REPORTED COMBINED Interest Income: Interest and fees on loans $33,251 $4,349 $37,600 Interest on investment securities Taxable 12,650 1,843 14,493 Tax-exempt 1,839 807 2,646 Other interest income 476 86 562 TOTAL INTEREST INCOME 48,216 7,085 55,301 Interest Expense: Interest on deposits 18,849 2,664 21,513 Short-term borrowings 424 214 638 Long-term debt 274 0 274 TOTAL INTEREST EXPENSE 19,547 2,878 22,425 NET INTEREST INCOME 28,669 4,207 32,876 Provision for possible loan losses 1,341 93 1,434 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 27,328 4,114 31,442 Other income 3,004 858 3,862 Other expense 20,951 3,224 24,175 INCOME BEFORE INCOME TAXES 9,381 1,748 11,129 Income taxes 2,949 418 3,367 NET INCOME $ 6,432 $ 1,330 $ 7,762 Net Income Per Share (1) $ 1.71 $ 2.31 (1) $ 1.68 AVERAGE SHARES OUTSTANDING 3,763 576 4,615
(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) SIX MONTHS ENDED JUNE 30, 1995 (IN THOUSANDS, EXCEPT PER SHARE)
CITY HOLDING AND MERCHANTS CITY HOLDING MERCHANTS PRO FORMA AS REPORTED AS REPORTED COMBINED Interest Income: Interest and fees on loans $25,003 $2,617 $27,620 Interest on investment securities Taxable 5,113 1,060 6,173 Tax-exempt 826 330 1,156 Other interest income 10 55 65 TOTAL INTEREST INCOME 30,952 4,062 35,014 Interest Expense: Interest on deposits 11,245 1,508 12,753 Short-term borrowings 2,182 83 2,265 Long-term debt 228 0 228 TOTAL INTEREST EXPENSE 13,655 1,591 15,246 NET INTEREST INCOME 17,297 2,471 19,768 Provision for possible loan losses 373 36 409 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 16,924 2,435 19,359 Other income 2,626 295 2,921 Other expense 14,340 1,904 16,244 INCOME BEFORE INCOME TAXES 5,210 826 6,036 Income taxes 1,656 215 1,871 NET INCOME $ 3,554 $ 611 $ 4,165 Net Income Per Share (1) $ .94 $ 1.06 (1) $ .90 AVERAGE SHARES OUTSTANDING 3,778 576 4,630
(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) SIX MONTHS ENDED JUNE 30, 1994 (IN THOUSANDS, EXCEPT PER SHARE)
CITY HOLDING AND MERCHANTS CITY HOLDING MERCHANTS PRO FORMA AS REPORTED AS REPORTED COMBINED Interest Income: Interest and fees on loans $18,804 $2,350 $21,154 Interest on investment securities Taxable 6,176 866 7,042 Tax-exempt 904 391 1,295 Other interest income 140 67 207 TOTAL INTEREST INCOME 26,024 3,674 29,698 Interest Expense: Interest on deposits 9,822 1,359 11,181 Short-term borrowings 323 50 373 Long-term debt 209 0 209 TOTAL INTEREST EXPENSE 10,354 1,409 11,763 NET INTEREST INCOME 15,670 2,265 17,935 Provision for possible loan losses 416 51 467 NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 15,254 2,214 17,468 Other income 1,859 271 2,130 Other expense 12,274 1,838 14,112 INCOME BEFORE INCOME TAXES 4,839 647 5,486 Income taxes 1,537 141 1,678 NET INCOME $ 3,302 $ 506 $ 3,808 Net Income Per Share (1) $ .88 $ .88 (1) $ .82 AVERAGE SHARES OUTSTANDING 3,769 576 4,621
(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: September 13, 1995 By: /s/Robert A. Henson Robert A. Henson Chief Financial Officer EXHIBIT INDEX Number Exhibits 2.1 Agreement and Plan of Reorganization, dated as of March 14, 1995, among City Holding Company, First Merchants Bancorp, Inc. and Merchants National Bank (attached as Annex I to the Joint Proxy Statement/Prospectus and incorporated by reference herein). 23.1 Consent of Ernst & Young LLP EX-23 2 EXHIBIT 23 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report dated January 27, 1995, except as to Note O, the date of which is March 14, 1995, included in the Annual Report on Form 10-K of First Merchants Bancorp for the year ended December 31, 1994 with respect to the consolidated financial statements incorporated by reference in this Form 8-K. /s/ Ernst & Young LLP Charleston, West Virginia September 14, 1995