-----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, DWPKekxy4jexyX8feuZvRQRh84luIw0VWpuAKPZwOrCOa0fQz5KTWoeHVZHKQMzJ 8Vwon2LsfPXo9DtvdJ0VSQ== 0001127264-01-500059.txt : 20010903 0001127264-01-500059.hdr.sgml : 20010903 ACCESSION NUMBER: 0001127264-01-500059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010816 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010831 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11733 FILM NUMBER: 1728888 BUSINESS ADDRESS: STREET 1: 25 GATEWATER ROAD STREET 2: P O BOX 7520 CITY: CHARLESTON STATE: WV ZIP: 25313 BUSINESS PHONE: 3047691100 MAIL ADDRESS: STREET 1: 25 GATEWATER ROAD STREET 2: P O BOX 7520 CITY: CHARLESTON STATE: WV ZIP: 25313 8-K 1 city8k.txt FORM 8-K UNITED STATES 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): August 16, 2001 CITY HOLDING COMPANY (Exact name of registrant as specified in its charter) West Virginia 0-17733 55-0619957 ------------- ------- ---------- (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation or organization) Identification Number) 25 Gatewater Road Charleston, West Virginia, 25313 (Address of principal executive officers) (304) 769-1100 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events On August 16, 2001, City Holding Company ("the Company") issued a news release announcing that it had signed a definitive agreement to sell its California banks, Frontier State Bank and Del Amo Savings Bank, FSB to FirstFed Financial Corp. The Company expects to receive $23 million in cash in exchange for the common stock of both companies. The proposed sale is subject to regulatory approvals and is expected to close during the fourth quarter of 2001. Attached as Exhibit 99 is a news release describing the proposed sale. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements None (b) Pro Forma Financial Information None (c) Exhibits 99 News Release issued on August 16, 2001 Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CITY HOLDING COMPANY Date: August 31, 2001 By: /s/ Michael D. Dean ---------------------------------- Michael D. Dean Senior Vice President - Finance, Chief Accounting Officer and Duly Authorized Officer EX-99 3 ex_99.txt PRESS RELEASE Exhibit 99 NEWS RELEASE - -------------------------------------------------------------------------------- For Immediate Release August 16, 2001 For Further Information Contact: Jerry Francis, President & CEO (304) 769-1101 City Holding Company Announces Agreement to Sell California Banks CHARLESTON, W.Va., August 16 /PR Newswire/ -- City Holding Company (NASDAQ: CHCO), a $2.5 billion bank holding company headquartered in Charleston, West Virginia, today announced that it has signed a definitive agreement to sell its California banks, Frontier State Bank and Del Amo Savings Bank, FSB, to FirstFed Financial Corp. City Holding had acquired Del Amo and Frontier in 1998 and 1999 respectively. The transaction calls for City Holding to receive a total of $23 million in cash for the stock of both companies. The proposed sale is subject to regulatory approvals and is expected to close during the fourth quarter of 2001. Jerry Francis, president and CEO of City Holding Company, said, "This is a win/win for the customers and shareholders of City Holding Company and FirstFed Financial Corp. The customers of Frontier and Del Amo will benefit from the increased resources and in-market ownership that California-based FirstFed provides. For City shareholders, this is the last of the planned divestitures. The Company can now fully focus on its core community banking operations in West Virginia." City Holding Company is the parent company of City National Bank of West Virginia; Del Amo Savings Bank, FSB; Frontier State Bank; and City Financial Corporation. City National Bank, in addition to its banking divisions, operates CityInsurance Professionals, an insurance agency offering a full range of insurance products and services. FirstFed Financial Corp. is the holding company for its wholly owned subsidiary, First Federal Bank of California. First Federal Bank operates 25 retail savings branches, all located in Southern California, which is also its principal loan market. At June 30, 2001, FirstFed had total assets of $4.6 billion and total deposits of $2.3 billion. Information contained in this news release includes forward-looking statements relating to City Holding's proposed sale of Del Amo and Frontier that are included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve certain risks and uncertainties, including a variety of factors that may cause City Holding's actual results to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, the fact that the proposed transaction is subject to certain conditions and may not be completed, or if completed, may not have the effects anticipated. City Holding Company disclaims any intent or obligation to update this forward-looking information. SOURCE: City Holding Company -----END PRIVACY-ENHANCED MESSAGE-----