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):
September 15, 1995 (August 31, 1995)
CITY HOLDING COMPANY
(Exact name of registrant as specified in charter)
West Virginia 0-11733 55-0619957
(State or other (Commission (IRS Employer
Jurisdiction of) File Number) Identification No.)
3601 MacCorkle Avenue, S.E., Charleston, WV 25304
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (304)926-3000
<PAGE>
Item 2: Acquisition or Disposition of Assets
On August 31, 1995, City Holding Company ("City Holding") acquired
First Merchants Bancorp, Inc. ("First Merchants"), a West Virginia bank
holding company transacting a banking business in Fayette County, West
Virginia, through its sole subsidiary, Merchants National Bank ("Merchants").
Pursuant to an Agreement and Plan of Reorganization, dated as of March 14,
1995, between City Holding, First Merchants and Merchants, and a related Plan
of Merger, First Merchants merged with and into City Holding and the separate
existence of First Merchants ceased. Merchants will remain a separately
incorporated bank operated under the name "Merchants National Bank". As a
result of the merger, each share of First Merchants common stock, was
converted into 1.6 shares of City Holding common stock and First Merchants
became the wholly-owned subsidiary of City Holding. City Holding issued
855,028 shares of its common stock in the transaction.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
a) Financial Statements of Business Acquired
1. Report of Ernst & Young LLP(1)
2. Consolidated Balance Sheet of First Merchants as of December
31, 1993 and 1994(1)
3. Consolidated Statements of Income of First Merchants for the
years ended December 31, 1993 and 1994(1)
4. Consolidated Statements of Cash Flows of First Merchants for
the year ended December 31, 1993 and 1994(1)
5. Consolidated Statements of Changes in Stockholders' Equity of
First Merchants for the year ended December 31, 1993
and 1994(1)
6. Consolidated Balance Sheet of First Merchants as of June 30,
1995(2)
7. Consolidated Statements of Income of First Merchants for the
six months ended June 30, 1994 and 1995(2)
8. Consolidated Statements of Changes in Stockholders' Equity of
First Merchants for the six months ended June 30, 1994 and
1995(2)
9. Consolidated Statements of Cash Flows of First Merchants for
the six months ended June 30, 1994 and 1995(2)
(1) Incorporated by reference herein from pages F-31 through F-54 of the
Joint Proxy Statement/Prospectus (the "Joint Proxy
Statement/Prospectus") filed by City Holding Company with the
Commission on July 28, 1995, pursuant to Rule 424(b) in connection
with City Holding Company's Registration Statement on Form S-4 (file
no. 33-58647).
(2) Incorporated by reference from First Merchants' Form 10-Q for the
quarter ended June 30, 1995.
b) Pro Forma Financial Information
1. Pro Forma Condensed Consolidated Balance Sheet as of June 30,
1995.
2. Pro Forma Condensed Consolidated Statement of Income for the
years ended December 31, 1994 and 1993.
3. Pro Forma Condensed Consolidated Statement of Income for the
six months ended June 30, 1994 and 1995.
c) Exhibits
Number Exhibits
2.1 Agreement and Plan of Reorganization, dated as
of March 14, 1995, among City Holding Company,
First Merchants Bancorp, Inc. and Merchants
National Bank (attached as Annex I to the Joint
Proxy Statement/Prospectus and incorporated
by reference herein).
23.1 Consent of Ernst & Young LLP
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
1. Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1995.
2. Pro Forma Condensed Consolidated Statement of Income for the years
ended December 31, 1994 and 1993.
3. Pro Forma Condensed Consolidated Statement of Income for the six
months ended June 30, 1994 and 1995
<PAGE>
CITY HOLDING COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (unaudited)
JUNE 30, 1995
(In thousands)
<TABLE>
<CAPTION>
City City Holding and
Holding Merchants Merchants
as as Pro Forma Pro Forma
Reported Reported Adjustments Combined
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 23,652 $ 5,105 $ 28,757
Federal funds sold 0 730 730
Interest bearing deposits with
other banks 0 619 619
Securities available for sale 71,217 11,133 82,350
Investment securities 114,543 28,788 143,331
Total loans 555,905 58,002 613,907
Less: Allowance for loan loss (6,034) (476) (6,510)
NET LOANS 549,871 57,526 607,397
Loans held for sale 77,198 0 77,198
Bank premises & equipment 18,771 3,778 22,549
Other assets 18,291 3,155 21,446
TOTAL ASSETS $873,543 $110,834 $984,377
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing $ 86,131 $ 13,854 $ 99,985
Interest-bearing 585,663 81,973 667,636
TOTAL DEPOSITS 671,794 95,827 767,621
Short-term borrowings 128,149 3,383 131,532
Long-term debt 5,325 0 5,325
Other liabilities 6,903 1,176 8,079
TOTAL LIABILITIES 812,171 100,386 912,557
SHAREHOLDERS' EQUITY
Common stock 9,451 1,152 986 (1) 11,589
Capital surplus 18,887 649 (986) (1) 18,550
Net unrealized loss on securities
available for sale 131 (264) (133)
Retained earnings 32,956 8,911 41,867
Treasury stock (53) (53)
TOTAL SHAREHOLDERS' EQUITY 61,372 10,448 0 71,820
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $873,543 $110,834 $ 0 $984,377
</TABLE>
(1)The shareholders' equity accounts are reclassified to reflect the issuance
of 855,028 shares of City Holding stock at $2.50 par value.
<PAGE>
CITY HOLDING COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
CITY HOLDING
AND MERCHANTS
CITY HOLDING MERCHANTS PRO FORMA
AS REPORTED AS REPORTED COMBINED
<S> <C> <C> <C>
Interest Income:
Interest and fees on loans $41,167 $4,900 $46,067
Interest on investment securities
Taxable 12,071 1,826 13,897
Tax-exempt 1,176 761 2,477
Other interest income 194 127 321
TOTAL INTEREST INCOME 55,148 7,614 62,762
Interest Expense:
Interest on deposits 20,110 2,768 22,878
Short-term borrowings 1,687 159 1,846
Long-term debt 445 0 445
TOTAL INTEREST EXPENSE 22,242 2,927 25,169
NET INTEREST INCOME 32,906 4,687 37,593
Provision for possible loan losses 953 87 1,040
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE LOAN
LOSSES 31,953 4,600 36,553
Other income 4,647 602 5,249
Other expense 26,448 3,667 30,115
INCOME BEFORE INCOME TAXES 10,152 1,535 11,687
Income taxes 3,193 353 3,546
NET INCOME $ 6,959 $ 1,182 $ 8,141
Net Income Per Share (1) $ 1.85 $ 2.05 (1) $ 1.76
AVERAGE SHARES OUTSTANDING 3,773 576 4,625
</TABLE>
(1) City Holding Company and Pro Forma per share data have been restated to
reflect a 10% stock dividend issued to shareholders in January 1995.
<PAGE>
CITY HOLDING COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
CITY HOLDING
AND MERCHANTS
CITY HOLDING MERCHANTS PRO FORMA
AS REPORTED AS REPORTED COMBINED
<S> <C> <C> <C>
Interest Income:
Interest and fees on loans $33,251 $4,349 $37,600
Interest on investment securities
Taxable 12,650 1,843 14,493
Tax-exempt 1,839 807 2,646
Other interest income 476 86 562
TOTAL INTEREST INCOME 48,216 7,085 55,301
Interest Expense:
Interest on deposits 18,849 2,664 21,513
Short-term borrowings 424 214 638
Long-term debt 274 0 274
TOTAL INTEREST EXPENSE 19,547 2,878 22,425
NET INTEREST INCOME 28,669 4,207 32,876
Provision for possible loan losses 1,341 93 1,434
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE LOAN
LOSSES 27,328 4,114 31,442
Other income 3,004 858 3,862
Other expense 20,951 3,224 24,175
INCOME BEFORE INCOME TAXES 9,381 1,748 11,129
Income taxes 2,949 418 3,367
NET INCOME $ 6,432 $ 1,330 $ 7,762
Net Income Per Share (1) $ 1.71 $ 2.31 (1) $ 1.68
AVERAGE SHARES OUTSTANDING 3,763 576 4,615
</TABLE>
(1) City Holding Company and Pro Forma per share data have been restated to
reflect a 10% stock dividend issued to shareholders in January 1995.
<PAGE>
CITY HOLDING COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1995
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
CITY HOLDING
AND MERCHANTS
CITY HOLDING MERCHANTS PRO FORMA
AS REPORTED AS REPORTED COMBINED
<S> <C> <C> <C>
Interest Income:
Interest and fees on loans $25,003 $2,617 $27,620
Interest on investment securities
Taxable 5,113 1,060 6,173
Tax-exempt 826 330 1,156
Other interest income 10 55 65
TOTAL INTEREST INCOME 30,952 4,062 35,014
Interest Expense:
Interest on deposits 11,245 1,508 12,753
Short-term borrowings 2,182 83 2,265
Long-term debt 228 0 228
TOTAL INTEREST EXPENSE 13,655 1,591 15,246
NET INTEREST INCOME 17,297 2,471 19,768
Provision for possible loan losses 373 36 409
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE LOAN
LOSSES 16,924 2,435 19,359
Other income 2,626 295 2,921
Other expense 14,340 1,904 16,244
INCOME BEFORE INCOME TAXES 5,210 826 6,036
Income taxes 1,656 215 1,871
NET INCOME $ 3,554 $ 611 $ 4,165
Net Income Per Share (1) $ .94 $ 1.06 (1) $ .90
AVERAGE SHARES OUTSTANDING 3,778 576 4,630
</TABLE>
(1) City Holding Company and Pro Forma per share data have been restated to
reflect a 10% stock dividend issued to shareholders in January 1995.
<PAGE>
CITY HOLDING COMPANY AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1994
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
CITY HOLDING
AND MERCHANTS
CITY HOLDING MERCHANTS PRO FORMA
AS REPORTED AS REPORTED COMBINED
<S> <C> <C> <C>
Interest Income:
Interest and fees on loans $18,804 $2,350 $21,154
Interest on investment securities
Taxable 6,176 866 7,042
Tax-exempt 904 391 1,295
Other interest income 140 67 207
TOTAL INTEREST INCOME 26,024 3,674 29,698
Interest Expense:
Interest on deposits 9,822 1,359 11,181
Short-term borrowings 323 50 373
Long-term debt 209 0 209
TOTAL INTEREST EXPENSE 10,354 1,409 11,763
NET INTEREST INCOME 15,670 2,265 17,935
Provision for possible loan losses 416 51 467
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE LOAN
LOSSES 15,254 2,214 17,468
Other income 1,859 271 2,130
Other expense 12,274 1,838 14,112
INCOME BEFORE INCOME TAXES 4,839 647 5,486
Income taxes 1,537 141 1,678
NET INCOME $ 3,302 $ 506 $ 3,808
Net Income Per Share (1) $ .88 $ .88 (1) $ .82
AVERAGE SHARES OUTSTANDING 3,769 576 4,621
</TABLE>
(1) City Holding Company and Pro Forma per share data have been restated to
reflect a 10% stock dividend issued to shareholders in January 1995.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CITY HOLDING COMPANY
Date: September 13, 1995 By: /s/Robert A. Henson
Robert A. Henson
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Number Exhibits
2.1 Agreement and Plan of Reorganization, dated as
of March 14, 1995, among City Holding Company,
First Merchants Bancorp, Inc. and Merchants
National Bank (attached as Annex I to the Joint
Proxy Statement/Prospectus and incorporated
by reference herein).
23.1 Consent of Ernst & Young LLP
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 27, 1995, except as to Note O,
the date of which is March 14, 1995, included in the Annual Report on Form 10-K
of First Merchants Bancorp for the year ended December 31, 1994 with respect to
the consolidated financial statements incorporated by reference in this Form
8-K.
/s/ Ernst & Young LLP
Charleston, West Virginia
September 14, 1995
