-----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, KTsYPFWKp/zDGsLoWjSTawGS/t/rSfBOR6GGlIdQf8aaCSnNTucL1Z7BZ4q4zrpj TZHdBI6M9JHVQKkejBgK3w== 0001127264-02-000003.txt : 20020413 0001127264-02-000003.hdr.sgml : 20020413 ACCESSION NUMBER: 0001127264-02-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020127 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020110 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: 2506434 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): January 2, 2002 --------------- 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 January 2, 2002, City Holding Company ("the Company") issued a news release announcing that it had learned that a derivative complaint was filed in Kanawha County Circuit Court in Charleston, West Virginia on behalf of City National Bank of West Virginia ("City National") and the Company seeking to have the Company recover certain alleged damages. The derivative lawsuit was filed by a single shareholder and seeks to have the monetary damages paid to City National Bank and the Company. 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 January 2, 2002 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: January 10, 2002 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 January 2, 2002 For Further Information Contact: Jerry Francis, CEO, City Holding (304) 769-1101 City Holding Company Reports A Derivative Suit Has Been Filed on Behalf of the Company Against Former Officers and Various Directors CHARLESTON, West Virginia, January 2/PR Newswire/City Holding Company (NASDAQ-NMS: CHCO), a $2.0 billion bank holding company headquartered in Charleston today announced it has learned that a derivative complaint was filed in Kanawha County Circuit Court in Charleston, West Virginia on behalf of City National Bank and City Holding Company seeking to have the Company recover alleged damages caused by the purported negligence of former executive officers and various directors. The lawsuit alleges that during the approximate time period of late 1997 through 1999, the defendants did not properly manage the company, resulting in substantial charges against earnings. The suit further seeks to have three former executive officers: Steve Day, Bob Henson, and Matthew Call to remit to the company any compensation paid to them after their date of termination. The suit further seeks an award of attorney's fees, and other unspecified damages. The derivative lawsuit was filed by a single shareholder and seeks to have the monetary damages paid to City National Bank and City Holding Company. 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-----