-----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, Wldv/iCrg59/VytKRgVu3nBulwS4A3M2Fx9HHlGKcTTB1RLC9c6hhub2im46751e 91w5ZjQdfSWU71iGcXRzfA== 0000916641-98-000762.txt : 19980701 0000916641-98-000762.hdr.sgml : 19980701 ACCESSION NUMBER: 0000916641-98-000762 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 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: SEC FILE NUMBER: 000-11733 FILM NUMBER: 98657993 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 401K FORM 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, 1997 ---------- City Holding Company Profit Sharing and 401(k) Plan ---------- City Holding Company 25 Gatewater Road Cross Lanes, West Virginia 25313 ---------- FORM 11-K CITY HOLDING COMPANY PROFIT SHARING AND 401(K) PLAN December 31, 1997 ---------- 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, 1997 and 1996 2 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1997 and 1996 3 Notes to Financial Statements 4-7 Item 27(a) - Supplemental Schedule of Assets Held for Investment Purposes 8 Item 27(d) - Supplemental Schedule of Reportable Transactions 9 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
City Holding Company Profit Sharing and 401(k) Plan Audited Financial Statements and Supplemental Schedules December 31, 1997 Contents Report of Independent Auditors..............................................1 Audited Financial Statements Statements of Net Assets Available for Plan Benefits........................2 Statements of Changes in Net Assets Available for Plan Benefits.............3 Notes to Financial Statements...............................................4 Supplemental Schedules Item 27(a) - Schedule of Assets Held for Investment Purposes................8 Item 27(d) - Schedule of Reportable Transactions............................9 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, 1997 and 1996, 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, 1997 and 1996, and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. 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, 1997, 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 June 26, 1998 1 City Holding Company Profit Sharing and 401(k) Plan Statements of Net Assets Available for Plan Benefits
Fidelity Fidelity Fidelity City Advisor Advisor Advisor Participant Overseas Holding Short Fixed Growth Oppt. Balanced Loans Fund Company Income Fund Fund Fund -------------------------------------------------------------------------------------- December 31, 1997 Assets Cash and cash equivalents $ 17,823 $ - $ 67,464 $ - $ - $ - Investments: Mutual and commingled funds - 154,059 - 426,052 1,770,853 903,578 Common stock of City Holding Company at fair - - 7,935,809 - - - value Participant loans 169,986 - - - - - Receivables: Employer contributions (17,823) 13,114 (21,563) 350 21,805 13,833 Participant contributions - - - - - - ---------------------------------------------------------------------------------------- Net assets available for plan $169,986 $167,173 $7,981,710 $426,402 $1,792,658 $917,411 benefits ======================================================================================== Group Annuity Cash Contract Total -------------------------------------- December 31, 1997 Assets Cash and cash equivalents $ 439 $ - $ 85,726 Investments: Mutual and commingled funds - 916,350 4,170,892 Common stock of City Holding Company at fair - - 7,935,809 value Participant loans - - 169,986 Receivables: Employer contributions - 6,144 15,860 Participant contributions - - - -------------------------------------- Net assets available for plan $ 439 $922,494 $12,378,273 benefits ====================================== Fidelity Fidelity Fidelity City Advisor Advisor Advisor Participant Overseas Holding Short Fixed Growth Oppt. Income and Loans Fund Company Income Fund Fund Growth Fund -------------------------------------------------------------------------------------- December 31, 1996 Assets Cash and cash equivalents $ - $ - $ - $ - $ - $ - Investments: Mutual and commingled funds - - - 335,605 1,195,039 645,957 Common stock of City Holding Company at fair - - 4,502,967 - - - value Participant loans 195,911 - - - - - Receivables: Employer contributions - - 7,039 - - - Participant contributions - 36,774 - 51,549 112,226 31,037 ---------------------------------------------------------------------------------------- 195,911 36,774 4,510,006 387,154 1,307,265 676,994 Less benefits payable - - 20,698 2,502 8,453 3,348 ---------------------------------------------------------------------------------------- Net assets available for plan $195,911 $36,774 $4,489,308 $384,652 $1,298,812 $673,646 benefits ======================================================================================== Group Annuity Cash Contract Total -------------------------------------- December 31, 1996 Assets Cash and cash equivalents $22,646 $ - $ 22,646 Investments: Mutual and commingled funds - 873,936 3,050,537 Common stock of City Holding Company at fair - - 4,502,967 value Participant loans - - 195,911 Receivables: Employer contributions - - 7,039 Participant contributions - 1,891 233,477 -------------------------------------- 22,646 875,827 8,012,577 Less benefits payable - 3,239 38,240 -------------------------------------- Net assets available for plan $22,646 $872,588 $7,974,337 benefits ====================================== See accompanying notes to financial statements. 2 City Holding Company Profit Sharing and 401(k) Plan Statements of Changes in Net Assets Available for Plan Benefits Fidelity Fidelity City Advisor Advisor Participant Overseas Holding Short Fixed Growth Oppt. Loans Fund Company Income Fund Fund -------------------------------------------------------------------- Year Ended December 31, 1997 Contributions and income: Contributions from employer $ - $ - $ 278,616 $ - $ - Contributions from employee - 34,377 290,795 53,372 211,023 Interest and dividends 16,303 9,945 133,343 24,454 110,196 -------------------------------------------------------------------- Total contributions and income 16,303 44,322 702,754 77,826 321,219 Transfers to/from investment options, including participant loan transactions (26,931) 87,899 (3,721) (19,198) (28,185) Deductions: Benefit payments 15,297 1,151 194,873 14,933 66,597 Administrative expenses - - - - - -------------------------------------------------------------------- Total deductions 15,297 1,151 194,873 14,933 66,597 -------------------------------------------------------------------- Net additions (25,925) 131,070 504,160 43,695 226,437 Net realized and unrealized losses - (671) 2,988,242 (1,945) 267,409 Net assets available for plan benefits at 195,911 36,774 4,489,308 384,652 1,298,812 beginning of year -------------------------------------------------------------------- Net assets available for plan benefits at end $169,986 $167,173 $7,981,710 $426,402 $1,792,658 of year ==================================================================== Fidelity Advisor Group Balanced Annuity Fund Cash Contract Total ------------------------------------------------------ Year Ended December 31, 1997 Contributions and income: Contributions from employer $ - $ - $ - $ 278,616 Contributions from employee 94,808 - 75,797 760,172 Interest and dividends 81,270 106 55,933 431,550 ------------------------------------------------------ Total contributions and income 176,078 106 131,730 1,470,338 Transfers to/from investment options, including participant loan transactions 32,725 (22,313) (20,276) - Deductions: Benefit payments 38,301 - 61,298 392,450 Administrative expenses - - 250 250 ------------------------------------------------------ Total deductions 38,301 - 61,548 392,700 ------------------------------------------------------ Net additions 170,502 (22,207) 49,906 1,077,638 Net realized and unrealized losses 73,263 - - 3,326,298 Net assets available for plan benefits at 673,646 22,646 872,588 7,974,337 beginning of year ------------------------------------------------------ Net assets available for plan benefits at end $917,411 $ 439 $922,494 $12,378,273 of year ====================================================== Fidelity Fidelity City Advisor Advisor Participant Overseas Holding Short Fixed Growth Oppt. Loans Fund Company Income Fund Fund ------------------------------------------------------------------------ Year Ended December 31, 1996 Contributions and income: Contributions from employer $ - $ - $ 249,647 $ - $ - Contributions from employee - 36,774 276,314 82,826 262,331 Interest and dividends - - 84,826 12,325 34,272 ------------------------------------------------------------------------ Total contributions and income - 36,774 610,787 95,151 296,603 Transfers to/from investment options, including participant loan transactions 137,541 - (1,401,990) 267,378 694,600 Deductions: Benefit payments 25,503 - 281,197 28,154 62,457 Administrative expenses - - 2,067 150 457 ------------------------------------------------------------------------ Total deductions 25,503 - 283,264 28,304 62,914 ------------------------------------------------------------------------ Net additions 112,038 36,774 (1,074,467) 334,225 928,289 Net realized and unrealized losses - - 422,213 6,767 145,821 Net assets available for plan benefits at 83,873 - 5,141,562 43,660 224,702 beginning of year ------------------------------------------------------------------------ Net assets available for plan benefits at end $195,911 $36,774 $4,489,308 $384,652 $1,298,812 of year ======================================================================== Fidelity Advisor Group Income and Annuity Growth Fund Cash Contract Total ------------------------------------------------------ Year Ended December 31, 1996 Contributions and income: Contributions from employer $ - $ - $ - $ 249,647 Contributions from employee 111,106 - 122,688 892,039 Interest and dividends 20,095 - - 151,518 ------------------------------------------------------ Total contributions and income 131,201 - 122,688 1,293,204 Transfers to/from investment options, including participant loan transactions 451,518 (878,538) 729,491 - Deductions: Benefit payments 37,991 - 153,494 588,796 Administrative expenses 296 - 540 3,510 ------------------------------------------------------ Total deductions 38,287 - 154,034 592,306 ------------------------------------------------------ Net additions 544,432 (878,538) 698,145 700,898 Net realized and unrealized losses 28,162 - 54,083 657,046 Net assets available for plan benefits at 101,052 901,184 120,360 6,616,393 beginning of year ------------------------------------------------------ Net assets available for plan benefits at end $673,646 $ 22,646 $872,588 $ 7,974,337 of year ======================================================
See accompanying notes to financial statements. 3 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements December 31, 1997 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 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, 1997 and 1996. At December 31, 1997, 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 Balanced Fund (formerly called 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. 4 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements (continued) 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). 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 $173,000 and $301,000 in 1997 and 1996, respectively, of participant account balances rolled-over from previous employer plans. 5 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements (continued) 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 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, 1997 and 1996, matching contributions approximated $279,000 and $250,000, 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 6 City Holding Company Profit Sharing and 401(k) Plan Notes to Financial Statements (continued) 1996 and is currently funding all future participant loans which meet Plan provisions. Interest-bearing loans to participants funded by the Plan approximated $170,000 and $196,000 at December 31, 1997 and 1996, respectively. Included in interest and dividends for the years ended December 31, 1997 and 1996, are dividends from City Holding Company common stock approximating $133,000 and $85,000, 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. Investments Representing 5% or More of the Fair Value of Net Assets Available for Plan Benefits December 31 1997 1996 --------------------------------- Group Annuity Contract Fund $ 922,494 $ 875,827 City Holding Company common stock 7,981,710 4,502,967 Mutual Funds: Fidelity Advisor Short Fixed Income Fund 426,402 387,154 Fidelity Advisor Growth Opportunity Fund 1,792,658 1,307,265 Fidelity Advisor Balanced Fund 917,411 - Fidelity Advisor Income & Growth Fund - 676,994 7 City Holding Company Profit Sharing and 401(k) Plan Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1997
Current Shares/Units Description Cost Value - -------------------------------------------------------------------------------------------------------------------- Common stock: 188,869 City Holding Company $4,416,172 $ 7,935,809 Investments in mutual or commingled funds: 45,263 Fidelity Advisor Short Fixed Income Fund 421,834 426,052 41,732 Fidelity Advisor Growth Opportunity Fund 1,375,803 1,770,853 49,611 Fidelity Advisor Balanced Fund 800,238 903,578 9,636 Fidelity Advisor Overseas Fund 154,732 154,059 916,350 Group Annuity Contract 916,350 916,350 ------------------------------------ 3,668,957 4,170,892 Loans to participants 169,986 169,986 Cash and cash equivalents 85,726 85,726 ------------------------------------ $8,340,841 $12,362,413 ==================================== 8 City Holding Company Profit Sharing and 401(k) Plan Item 27(d) - Schedule of Reportable Transactions Year Ended December 31, 1997 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 (iii)--Series of Transactions in Excess of 5% of Plan Assets City Holding Company Common Stock 24,591 $893,452 - $ - $ - $ -
There were no category (i), (ii) or (iv) reportable transactions during 1997. 9 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 June 26, 1998, 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, 1997. /s/ Ernst & Young LLP Charleston, West Virginia June 29, 1998 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 June 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----