-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OyjFOlxd8LgrAgAvVEjm6ThBzTtLOwG3YmL8i4Ed6/USDimJp9qeCQvdVMPSVgXF IY/Dl0pbi7XeAqKS6X9ecw== 0000916641-97-000658.txt : 19970702 0000916641-97-000658.hdr.sgml : 19970702 ACCESSION NUMBER: 0000916641-97-000658 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970701 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY HOLDING CO CENTRAL INDEX KEY: 0000726854 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550619957 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11733 FILM NUMBER: 97634868 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 11-K 1 CITY HOLDINGS 11-K 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, 1996 ---------- City Holding Company Profit Sharing and 401(k) Plan ---------- City Holding Company 3601 MacCorkle Avenue, Southeast Charleston, West Virginia 25304 ---------- FORM 11-K CITY HOLDING COMPANY PROFIT SHARING AND 401(K) PLAN December 31, 1996 ---------- The following financial statements and schedules of the Plan are included herein: Report of Independent Auditors 1 Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995 2 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1996 and 1995 3 Notes to Financial Statements 4-12 Item 27(a) - Supplemental Schedule of Assets Held for Investment Purposes 13 Item 27(d) - Supplemental Schedule of Reportable Transactions 14
Schedules I, II, and III have been omitted because the required information is shown in the financial statements or in the notes thereto. 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 plan benefits of City Holding Company Profit Sharing and 401(k) Plan as of December 31, 1996 and 1995, and the related statements of changes in net assets available for plan benefits for the years then ended. 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 generally accepted auditing standards. 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, 1996 and 1995, and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 1 to the financial statements, the Plan changed its method of accounting for investments in 1995. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1996, and reportable transactions for the year then ended are presented for the purpose of additional analysis and are not part of the basic financial statements, but are supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Ernst & Young LLP Charleston, West Virginia May 23, 1997 City Holding Company Profit Sharing and 401(k) Plan Statements of Net Assets Available for Plan Benefits December 31 1996 1995 ---------------------------- Assets Cash and cash equivalents $ 22,646 $ 901,184 Investments in mutual and commingled funds 3,050,537 337,017 Common stock of City Holding Company at fair value 4,502,967 5,017,934 Receivables: Participant loans (Note 4) 195,911 83,873 Employer contributions 7,039 298,315 Participant contributions 233,477 26,769 ---------------------------- 8,012,577 6,665,092 Less benefits payable 38,240 48,699 ---------------------------- Net assets available for plan benefits $7,974,337 $6,616,393 ============================ See accompanying notes to financial statements. City Holding Company Profit Sharing and 401(k) Plan Statements of Changes in Net Assets Available for Plan Benefits
Year Ended December 31 1996 1995 ----------------------------- Contributions and income: Contributions from employer $ 249,647 $ 519,564 Contributions from employees 892,039 694,818 Interest and dividends 151,518 160,527 ----------------------------- Total contributions and income 1,293,204 1,374,909 Deductions: Benefit payments 588,796 186,763 Administrative expenses (Note 4) 3,510 19,799 ----------------------------- Total deductions 592,306 206,562 ----------------------------- 700,898 1,168,347 Net realized and unrealized gains 657,046 109,205 Cumulative effect of change in accounting principle - 275,546 ----------------------------- Net increases 1,357,944 1,553,098 Net assets available for plan benefits at beginning of the year 6,616,393 5,063,295 ----------------------------- Net assets available for plan benefits at end of the year $7,974,337 $6,616,393 =============================
See accompanying notes to financial statements. City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements December 31, 1996 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. The Plan's financial statements presented herein are in conformity with generally accepted accounting principles and require management of the Plan to make estimates and develop assumptions that affect the amounts reported in the financial statements and related footnotes. Actual results may differ from management's estimates. Investments Effective January 1, 1995, the Plan changed its method of estimating the fair value of its investment in City Holding Company common stock from bid price to trade price. The cumulative effect of this change was to increase net assets available for Plan benefits at January 1, 1995, by $275,546. 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, 1996 and 1995. At December 31, 1996, mutual and commingled funds consisted of the following investment alternatives: Fidelity Advisor Short Fixed-Income Fund: The primary objective of the Fund is to obtain a high level of current income, consistent with the preservation of capital, by investing primarily in a broad range of investment-grade fixed income securities. The Fund consists primarily of fixed-income securities of all types which may include convertible and zero-coupon securities. The Fund may also invest a portion of its assets in securities issued by foreign companies and foreign governments. Fidelity Advisor Growth Opportunity Fund: The primary objective of the Fund is to provide capital growth by investing primarily in common stocks and securities convertible into common stocks. The Fund may also invest in other securities, such as preferred stock and bonds that may produce capital growth. Fidelity Advisor Income and Growth Fund: The primary objective of the Fund is to invest in equity securities, convertible securities, common and preferred stocks, and fixed-income securities that provide income or opportunities for capital growth. Fidelity Advisor Overseas Fund: The primary objective of the Fund is to seek growth of capital through investments in foreign securities. The Fund invests in securities of companies located in the Americas (other than U.S.), Far East, the Pacific Basin, and Western Europe. The Fund also invests in debt securities for long-term growth purposes. Group Annuity Contract: The group annuity contract represents an investment in a Deposit Administration Fund maintained by an insurance company. Interest is credited to the Fund, compounded annually, and is determined by annual interest rates which will not be less than the following (as specified in the contract): Interest Rate Contract Year ---------------------------------------------------------------- 6.00% 1997 5.50% 1998 5.00% 1999 At least 90 days prior to the expiration of the interest guarantees, The Hartford shall advise the Plan of new interest guarantees that apply to 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. Each participant may designate the percentage of his or her contributions to be invested into any of the aforementioned alternatives. 2. Description of Plan The following description of the Plan provides general information. Participants should refer to the Plan document 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). Prior to January 1, 1996, the Company made discretionary profit sharing contributions ($298,300 in 1995) to the Plan which were allocated to eligible participants. Beginning January 1, 1996, the Company began contributing any discretionary contributions to the Company's employee stock ownership. Thus, no discretionary contributions were made to the Plan in 1996. 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 this annual compensation, subject to federal income tax limits. Included in participant contributions are approximately $301,000 and $150,000 in 1996 and 1995, 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 Forfeitures of terminated participants' nonvested account balances are allocated to eligible participants who are employed on December 31 of each year based on their annual compensation. 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 Internal Revenue Service has determined that the Plan meets the requirements of Section 401(k) of the Internal Revenue Code and thus it is exempt from federal income taxes under the applicable provisions of the Code. 4. Related Party Transactions During 1995, the Plan sponsor formed a non-contributory money purchase employee benefit plan, which was subsequently converted to an employee stock ownership plan effective January 1, 1996. As a result, the Company reduced its discretionary contribution to the profit sharing and 401(k) plan from 3% of each eligible participant's annual compensation in 1995 to 0% in 1996. Contributions made to the Plan as part of the Company's matching provisions consist of common stock of City Holding Company. Such contributions are nonparticipant directed investments included in plan assets. For the years ended December 31, 1996 and 1995, matching contributions approximated $250,000 and $216,000, respectively. During 1995, a subsidiary of the Plan sponsor funded all newly originated participant loans. Such loans, with an approximate aggregate original amount of $59,000, were granted by the subsidiary in accordance with the loan provisions of the Plan document and are fully secured by the assets in the participants' individual accounts. The Plan purchased these loans from the subsidiary during 1996 and is currently funding all future participant loans which meet Plan provisions. Interest-bearing loans to participants funded by the Plan approximated $196,000 and $84,000 at December 31, 1996 and 1995, respectively. Included in interest and dividends for the years ended December 31, 1996 and 1995, are dividends from City Holding Company common stock approximating $85,000 and $105,000, respectively. 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. Net Assets Available for Plan Benefits by Investment Fund Option A summary of the net assets available for plan benefits included in each of the investment fund options at December 31, 1996, together with a summary of changes in net assets available for Plan benefits within each investment fund option for the year ended December 31, 1996 and 1995, follows:
Fidelity Fidelity Fidelity City Advisor Advisor Advisor Group Participant Overseas Holding Short Fixed Growth Oppt. Income and Annuity Loans Fund Company Income Fund Fund Growth Fund Cash Contract Total ------------------------------------------------------------------------------------------------------------ December 31, 1996 Assets Cash and cash equivalents $ -- $ -- $ -- $ -- $ -- $ -- $22,646 $ -- $ 22,646 Investments in mutual and commingled funds -- -- -- 335,605 1,195,039 645,957 -- 873,936 3,050,537 Common stock -- -- 4,502,967 -- -- -- -- -- 4,502,967 Receivables: Participant loans 195,911 -- -- -- -- -- -- -- 195,911 Employer contributions -- -- 7,039 -- -- -- -- -- 7,039 Participant contributions -- 36,774 -- 51,549 112,226 31,037 -- 1,891 233,477 -------------------------------------------------------------------------------------------------------------------------- 195,911 36,774 4,510,006 387,154 1,307,265 676,994 22,646 875,827 8,012,577 Less benefits payable -- -- 20,698 2,502 8,453 3,348 -- 3,239 38,240 -------------------------------------------------------------------------------------------------------------------------- Net assets available for plan benefits $ 195,911 $ 36,774 $4,489,308 $ 384,652 $1,298,812 $ 673,646 $22,646 $ 872,588 $7,974,337 ==========================================================================================================================
Guaranteed Investment Quality City Contract Growth Balanced Participant Holding Fund Fund Fund Loans Company ----------------------------------------------------- December 31, 1995 Assets Cash and cash $ - $ - $ - $ - $ _ equivalents Investments in mutual and - - - - - commingled funds Common stock - - - - 5,017,934 Receivables: Participant loans - - - 83,873 - Employer - - - - 140,936 contributions Participant - - - - 19,219 contributions ----------------------------------------------------- - - - 83,873 5,178,089 Less benefits payable - - - - 36,527 ----------------------------------------------------- Net assets available for plan benefits $ - $ - $ - $83,873 $5,141,562 =====================================================
Fidelity Fidelity Fidelity Advisor Advisor Advisor Group Short Fixed Growth Oppt. Income and Annuity Income Fund Fund Growth Fund Cash Contract Total ------------------------------------------------------------------------ December 31, 1995 Assets Cash and cash equivalents $ - $ - $ - $901,184 $ _ $ 901,184 Investments in mutual and commingled funds 31,441 161,192 67,340 - 77,044 337,017 Common stock - - - - - 5,017,934 Receivables: Participant loans - - - - - 83,873 Employer contributions 12,913 58,387 33,767 - 52,312 298,315 Participant contributions 678 5,123 1,749 - - 26,769 ------------------------------------------------------------------------ 45,032 224,702 102,856 901,184 129,356 6,665,092 Less benefits payable 1,372 - 1,804 - 8,996 48,699 ------------------------------------------------------------------------ Net assets available for plan benefits $43,660 $224,702 $101,052 $901,184 $120,360 $6,616,393 ========================================================================
Fidelity City Advisor Participant Overseas Holding Short Fixed Loans Fund Company Income Fund ---------------------------------------------------- Year Ended December 31, 1996 Contributions and income: Contributions from employer $ - $ - $ 249,647 $ - Contributions from employee - 36,774 276,314 82,826 Interest and dividends - - 84,826 12,325 ---------------------------------------------------- Total contributions and income - 36,774 610,787 95,151 Transfers to/from investment options, including participant loan transactions 137,541 - (1,401,990) 267,378 Deductions: Benefit payments 25,503 - 281,197 28,154 Administrative expenses - - 2,067 150 ---------------------------------------------------- Total deductions 25,503 - 283,264 28,304 ---------------------------------------------------- Net additions 112,038 36,774 (1,074,467) 334,225 Net realized and unrealized losses - - 422,213 6,767 Net assets available for plan benefits at beginning of year 83,873 - 5,141,562 43,660 ---------------------------------------------------- Net assets available for plan benefits at end of year $195,911 $36,774 $4,489,308 $384,652 ====================================================
Fidelity Fidelity Advisor Advisor Group Growth Oppt. Income and Annuity Fund Growth Fund Cash Contract Total ---------------------------------------------------------------- Year Ended December 31, 1996 Contributions and income: Contributions from employer $ - $ - $ _ $ _ $ 249,647 Contributions from employee 262,331 111,106 - 122,688 892,039 Interest and dividends 34,272 20,095 - - 151,518 ---------------------------------------------------------------- Total contributions and income 296,603 131,201 - 122,688 1,293,204 Transfers to/from investment options, including participant loan transactions 694,600 451,518 (878,538) 729,491 - Deductions: Benefit payments 62,457 37,991 - 153,494 588,796 Administrative expenses 457 296 - 540 3,510 ---------------------------------------------------------------- Total deductions 62,914 38,287 - 154,034 592,306 ---------------------------------------------------------------- Net additions 928,289 544,432 (878,538) 698,145 700,898 Net realized and unrealized losses 145,821 28,162 - 54,083 657,046 Net assets available for plan benefits at beginning of year 224,702 101,052 901,184 120,360 6,616,393 ---------------------------------------------------------------- Net assets available for plan benefits at end of year $1,298,812 $673,646 $ 22,646 $872,588 $7,974,337 ================================================================
Guaranteed Fidelity Investment Quality City Advisor Contract Growth Balanced Participant Holding Short Fixed Fund Fund Fund Loans Company Income Fund -------------------------------------------------------------------------- Year Ended December 31, 1995 Contributions and income: Contributions from employer $ _ $ _ $ - $ - $ 362,185 $12,913 Contributions from employee - - - - 429,706 20,578 Interest and dividends 28,417 1,243 4,229 8,369 104,864 945 -------------------------------------------------------------------------- Total contributions and income income 28,417 1,243 4,229 8,369 896,755 34,436 Transfers to/from investment options, including participant loan transactions (507,607) (146,184) (233,983) (28,977) (30,615) 5,624 Deductions: Benefit payments 18,782 1,231 2,317 - 144,922 228 Administrative expenses 7,743 7 3,511 252 8,036 - -------------------------------------------------------------------------- Total deductions 26,525 1,238 5,828 252 152,958 228 -------------------------------------------------------------------------- Net additions (505,715) (146,179) (235,582) (20,860) 713,182 39,832 Net realized and unrealized losses - 31,194 43,081 - 7,473 3,828 Cumulative effect of change in accounting principle - - - - 275,546 - Net assets available for plan benefits at beginning of year 505,715 114,985 192,501 104,733 4,145,361 - -------------------------------------------------------------------------- Net assets available for plan benefits at end of year $ - $ - $ - $ 83,873 $5,141,562 $43,660 ==========================================================================
Fidelity Fidelity Advisor Advisor Group Growth Oppt. Income and Annuity Fund Growth Fund Cash Contract Total ----------------------------------------------------------- Year Ended December 31, 1995 Contributions and income: Contributions from employer $ 58,387 $ 33,767 $ $ 52,312 $ 519,564 Contributions from employee 105,764 60,988 13,906 63,876 694,818 Interest and dividends 2,036 1,709 6,876 1,839 160,527 ----------------------------------------------------------- Total contributions and income 166,187 96,464 20,782 118,027 1,374,909 income Transfers to/from investment options, including participant loan transactions 42,292 3,828 882,869 12,753 - Deductions: Benefit payments 3,954 2,692 2,467 10,170 186,763 Administrative expenses - - - 250 19,799 ----------------------------------------------------------- Total deductions 3,954 2,692 2,467 10,420 206,562 ----------------------------------------------------------- Net additions 204,525 97,600 901,184 120,360 1,168,347 Net realized and unrealized losses 20,177 3,452 - - 109,205 Cumulative effect of change in accounting principle - - - - 275,546 Net assets available for plan benefits at beginning of year - - - - 5,063,295 ----------------------------------------------------------- Net assets available for plan benefits at end of year $224,702 $101,052 $901,184 $120,360 $6,616,393 ===========================================================
6. Investments Representing 5% or More of the Fair Value of Net Assets Available for Plan Benefits December 31 1996 1995 ---------------------------- Group Annuity Contract Fund $ 872,588 $ 120,360 City Holding Company common stock 4,479,058 5,017,934 Mutual Funds: Fidelity Advisor Short Fixed Income Fund 384,652 43,660 Fidelity Advisor Growth Opportunity Fund 1,298,812 224,702 Fidelity Advisor Income & Growth Fund 673,646 101,052 City Holding Company Profit Sharing and 401(k) Plan Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1996 Current Shares/Units Description Cost Value - -------------------------------------------------------------------------------- Common stock: 175,508 City Holding Company $3,915,593 $4,502,967 Investments in mutual or commingled funds: 34,596 Fidelity Advisor Short Fixed Income Fund 322,366 335,605 33,574 Fidelity Advisor Growth Opportunity Fund 1,061,169 1,195,039 39,201 Fidelity Advisor Income and Growth Fund 612,943 645,957 873,936 Group Annuity Contract 873,936 873,936 ----------------------- 2,870,414 3,050,537 Loans to participants 195,911 195,911 Cash and cash equivalents 22,646 22,646 ----------------------- $7,004,564 $7,772,061 ======================= City Holding Company Profit Sharing and 401(k) Plan Item 27(d) - Schedule of Reportable Transactions Year Ended December 31, 1996
Number Total Number Total Total Gain of Cost of Cost Proceeds (Loss) Units of Units of from on Purchased Purchase Sold Sales Sales Sales -------------------------------------------------------------------------- Category (i)--Individual Transactions in Excess of 5% of Plan Assets Fidelity Advisor Growth Opportunity Fund 20,004 $ 636,327 - $ _ $ - $ - Fidelity Advisor Income & Growth Fund 28,588 456,264 - - - - Category (iii)--Series of Transactions in Excess of 5% of Plan Assets Fidelity Advisor Income & Growth Fund 54,673 854,070 - - - - Fidelity Advisor Growth Opportunity 30,616 991,153 - - - - Fund City Holding Company Common Stock 147,746 3,551,113 67,421 1,445,529 1,603,651 158,122
There were no category (ii) or (iv) reportable transactions during 1996. 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/ Robert A. Henson -------------------- Mr. Robert A. Henson Plan Administrator May 23, 1997 EX-24 2 EXHIBIT 24(C) Exhibit 24(c) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 File No. 33-62738) pertaining to the City Holding Company Profit Sharing and 401(k) Plan of our report dated May 23, 1997, with respect to the financial statements and supplemental schedules of the City Holding Company Profit Sharing and 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1996. /s/ Ernst & Young LLP Charleston, West Virginia June 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----