-----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, M+e/Dme4H2aSTGWvMeq827oTOCnV22OdUAvg7ihCrN0zyVk6UGkzn0cy14xW59jq 9nqFEhnYa8m8O/fskgEc7g== 0001127264-01-500117.txt : 20020412 0001127264-01-500117.hdr.sgml : 20020412 ACCESSION NUMBER: 0001127264-01-500117 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011127 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011211 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: 1810914 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 city_8k.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): November 27, 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 November 27, 2001, City Holding Company ("the Company") issued a news release, attached as Exhibit 99(a), announcing that it had entered into an agreement with Ferris, Baker Watts to provide investment services, including mutual funds and brokerage services to its customers. Ferris, Baker Watts will acquire all of the broker dealer accounts of City Financial Corporation, the investment services arm of the Company, under a revenue sharing arrangement. On November 30, 2001, the Company issued a news release, attached as Exhibit 99(b), announcing that the sale of its California subsidiaries, Del Amo Savings Bank and Frontier Bancorp (parent of Frontier State Bank) to First Federal Bank of California had been completed. Also on November 30, 2001, the Company issued a news release, attached as Exhibit 99(c), announcing that dividend payments on the City Holding Company Trust I Preferred Stock scheduled for April 1, 2002 will be deferred. Dividend payments on the City Holding Company Trust Preferred II Stock scheduled for April 30, 2002 will also be deferred. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements None (b) Pro Forma Financial Information None (c) Exhibits 99(a) News Release - Investment Services Agreement 99(b) News Release - Sale of California Subsidiaries 99(c) News Release - Trust Preferred Dividends 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: December 11, 2001 By: /s/ Michael D. Dean ---------------------------------- Michael D. Dean Senior Vice President - Finance, Chief Accounting Officer and Duly Authorized Officer EX-99 3 ex_99a.txt NEWS RELEASE-INVESTMENT SERVICES AGREEMENT Exhibit 99(a) NEWS RELEASE - -------------------------------------------------------------------------------- For Immediate Release November 27, 2001 For Further Information Contact: Craig G. Stilwell, Executive Vice President (304) 769-1101 City Holding Company Announces Agreement with Ferris, Baker Watts to Provide Investment Services CHARLESTON, West Virginia, November 26 /PR Newswire/-City Holding Company (NASDAQ: CHCO), a $2.5 billion bank holding company headquartered in Charleston, West Virginia, today announced they have entered into an agreement with Ferris, Baker Watts to provide investment services, including mutual funds and brokerage services to its customers. Ferris, Baker Watts will acquire all of the broker dealer accounts of City Financial Corp, the investment services arm of City Holding, under a revenue sharing arrangement. Ferris, Baker Watts plans to retain the investment representatives of City Financial, who will continue to service their existing clients. According to City Holding Company CEO Jerry Francis, "We are excited with this new partnership that brings enhanced broker dealer services to our customers. This action reflects our strategic initiatives to remove the Company from non-core businesses and fully focus on our core community banking operations". Ferris, Baker Watts, a full-service investment-banking firm, headquartered in Washington, D.C., has served clients throughout the mid-Atlantic region for more than 100 years. They currently have branches in Charleston, Clarksburg and Huntington. Ferris, Baker Watts CEO Lou Akers said, "This new partnership with City Holding Company is a great addition to our existing West Virginia network. The synergies between the two companies should allow each of us to provide a higher level of service to our clients." Ferris, Baker Watts also maintains branch locations in Washington DC, Maryland, Michigan, North Carolina, Ohio, Pennsylvania and Virginia. This transaction is expected to close by the end of the year. City Holding Company is the parent company of City National Bank of West Virginia. City National Bank, in addition to its banking divisions, operates CityInsurance Professionals, an insurance agency offering a full range of insurance products and services. Information contained in this news release includes forward-looking statements relating to City Holding's proposed divestiture of City Financial Services, Inc. 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. EX-99 4 ex_99b.txt NEWS RELEASE-SALE OF CALIFORNIA SUBSIDIARIES Exhibit 99(b) NEWS RELEASE - -------------------------------------------------------------------------------- For Immediate Release November 30, 2001 For Further Information Contact: Jerry Francis, President & CEO (304) 769-1101 City Holding Company Completes Sale of California Banks Charleston, West Virginia - City Holding Company (NASDAQ:CHCO), a $2.0 billion bank holding company headquartered in Charleston, today announced that the sale of its California subsidiaries, Del Amo Savings Bank and Frontier Bancorp (parent of Frontier State Bank) to First Federal Bank of California, Santa Monica, California, has been completed. Jerry Francis, City Holding Company's President and CEO, stated, "We are pleased for the customers and shareholders of City Holding Company. The customers of Frontier and Del Amo will benefit from the increased resources and in-market ownership that First Federal Bank of California provides. For City shareholders, this completes the last of the planned divestitures and concludes our exodus from the California market. The Company is now able to 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 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. Information contained in this news release includes forward-looking statements relating to City Holding's 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 completed transaction may not have the effects anticipated. City Holding Company disclaims any intent or obligation to update this forward-looking information. EX-99 5 ex_99c.txt NEWS RELEASE-TRUST PREFERRED DIVIDENDS Exhibit 99(c) NEWS RELEASE November 30, 2001 For Further Information Contact: Jerry Francis, CEO, City Holding (304) 769-1112 City Holding Company Defers Dividend on Trust Preferred Stock CHARLESTON, West Virginia, November 30th/PR Newswire/City Holding Company (NASDAQ-NMS: CHCO), a $2.0 billion bank holding company headquartered in Charleston today announced dividend payments on the City Holding Company Trust I Preferred Stock scheduled for April 1, 2002 will be deferred. Dividend payments on the City Holding Company Trust Preferred II Stock scheduled for April 30, 2002 will also be deferred. The Company previously announced on June 6, 2001 that dividends on the Trust I and II Preferred Stock would be deferred through January 31, 2002. This followed denial by the Federal Reserve of a request by City Holding Company to continue the dividend payments. The Company has determined to defer dividends through April subsequent to discussions with its regulator, the Federal Reserve Bank of Richmond, and following the Company's third quarter loss. Generally, the bank's regulators expect that dividends should be funded by net income over the past year. Due to a variety of factors including four successive quarterly losses, management does not expect to pay dividends on either issue of its Trust Preferred stock until the Company achieves adequate and sustainable levels of profitability to support such dividends. Dividends on both issues are cumulative. Deferred dividends will also accumulate additional distributions at the rate of 9.15% for the Trust Preferred I Issue and 9.125% for Trust Preferred II Issue. The Company reported closing on the sale of its California banks (Del Amo Savings Bank and Frontier Bancorp (parent of Frontier State Bank) to First Federal Bank of California earlier today. Proceeds from the sale will be used to pay off its debt obligations to another financial institution. City Holding Company is the parent company of City National Bank of West Virginia and City Financial Corporation. In addition to its banking divisions, City National Bank operates City Insurance Professionals, an insurance agency offering a full range of insurance products and services. Information contained in this news release includes forward-looking information. Such forward-looking information involves risks and uncertainties and is provided to assist investors and Company shareholders in understanding anticipated operations of the Company. The Company disclaims any intent or obligation to update this forward-looking information. -----END PRIVACY-ENHANCED MESSAGE-----