SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number
December 31, 1995 0-11733
CITY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
West Virginia 55-0619957
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3601 MacCorkle Avenue, Southeast
Charleston, West Virginia 25304
(Address of principal offices)
Registrant's telephone number, including area code: (304) 925-6611
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK,
$2.50 PAR VALUE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days. [x] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. [x]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the closing price as of March 27, 1996 (Registrant has
assumed that all of its executive officers and directors are affiliates. Such
assumption shall not be deemed to be conclusive for any other purpose):
Aggregate Market Value -- $108,503,799
The number of shares outstanding of the issuer's common stock as of March 27,
1996:
Common Stock, $2.50 Par Value -- 5,078,406 shares
The total number of pages are 13 . EXHIBIT INDEX is located on page 5 .
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Page 1 of 13
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PART III
Items 10-13 are amended as follows:
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required by Item 10 of FORM 10-K appears in
the Company's 1996 Proxy Statement under the captions "ELECTION OF DIRECTORS"
and "EXECUTIVE OFFICERS", which is included in this report as Exhibit 99(a) and
incorporated herein by reference.
ITEM 11 EXECUTIVE COMPENSATION
The information required by Item 11 of FORM 10-K appears in the Company's
1996 Proxy Statement under the caption "EXECUTIVE COMPENSATION", which is
included in this report as Exhibit 99(a) and incorporated herein by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 of FORM 10-K appears in
2 of the Company's 1996 Proxy Statement under the caption "OWNERSHIP OF
EQUITY SECURITIES", which is included in this report as Exhibit 99(a) and
incorporated herein by reference.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 of FORM 10-K appears in
the Company's 1996 Proxy Statement under the caption "CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS" included in this report as Exhibit 99(a) and in NOTE
TWELVE of Notes to Consolidated Financial Statements appearing at page 27 of
the Company's Annual Report to Shareholders for the year ended December
31, 1995, included in this report as Exhibit 13, and incorporated herein by
reference.
2
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
/s/STEVEN J. DAY
Steven J. Day,
President/Director
(Principal Executive Officer)
/s/ROBERT A. HENSON
Robert A. Henson,
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1934,
this registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on April 26, 1996.
/s/SAMUEL M. BOWLING /s/C. SCOTT BRIERS
Samuel M. Bowling, C. Scott Briers,
Director Director
/s/DR. D.K. CALES /s/STEVEN J. DAY
Dr. D. K. Cales, Steven J. Day,
Director Director/President
/s/ROBERT D. FISHER /s/JACK E. FRUTH
Robert D. Fisher, Jack E. Fruth,
Director Director
/s/JAY GOLDMAN /s/CARLIN K. HARMON
Jay Goldman, Carlin K. Harmon,
Director Director/Executive Vice President
/s/DALE NIBERT
C. Dallas Kayser, Dale Nibert,
Director Director
/s/OTIS L. O'CONNOR /s/BOB F. RICHMOND
Otis L. O'Connor, Bob F. Richmond,
Director Director
/s/MARK H. SCHAUL /s/VAN R. THORN
Mark H. Schaul, Van R. Thorn,
Director Director
/s/GEORGE F. DAVIS /s/HUGH R. CLONCH
George F. Davis, Hugh R. Clonch,
Director/Executive Vice President Director
3
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PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K
(c) EXHIBITS
Item 14(c) is amended to include the following exhibit:
99(a) Excerpts from the Company's Proxy Statement for the 1996 Annual
Meeting of Shareholders.
4
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EXHIBIT INDEX
The following exhibits are filed herewith or are incorporated herein
by reference.
Prior Filing
Exhibit Reference or Page
Number Description Number Herein
99(a) Excerpts from the Company's 6-13
Proxy Statement for the 1996
Annual Meeting of Shareholders.
5
Exhibit 99(a)
ELECTION OF THE COMPANY'S DIRECTORS
The Company's Board of Directors presently comprises sixteen members.
The Board of Directors is classified into three classes, with one class to be
elected each year to a three-year term.
Proxies will be voted for the election of the following nominees as
Class I directors to serve until the Company's 1999 Annual Meeting. Each nominee
is currently a director of the Company. The Board of Directors has no reason to
believe that any of the nominees will be unavailable to serve if elected, but in
such event, proxies will be voted for such substitutes as the Board may
designate. The Proxies may cumulate votes at their discretion.
<TABLE>
<CAPTION>
Principal Occupation Director
Name (Age) and Business Experience Since
<S> <C> <C>
CLASS I NOMINEES (to serve until the
1999 Annual Meeting)
Samuel M. Bowling (58) President, Dougherty Company, Inc. 3/83
(mechanical contractor) since 1977,
Chairman of the Company since 1990.
Steven J. Day (42) President and Chief Executive 11/88
Officer of the Company since 1990;
Treasurer and Chief Financial
Officer from 1983 to 1990.
Jack E. Fruth (67) Principal Owner, Fruth Pharmacies 4/87
Point Pleasant, WV.
Otis L. O'Connor (60) Partner, Steptoe & Johnson (attorneys) 1/76
Charleston, WV.
Bob F. Richmond (55) Chief Executive Officer, First National 1/95
Bank of Hinton since 1981; Vice President
from 1972 to 1981
</TABLE>
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<TABLE>
<CAPTION>
Principal Occupation Director
Name (Age) and Business Experience Since
<S> <C> <C>
CLASS II DIRECTORS (to serve until
the 1997 Annual Meeting)
Carlin K. Harmon (59) President & Chief Executive Officer, 9/88
First State Bank & Trust, Rainelle, WV,
since 1972; Executive Vice President of
the Company since 1990.
Dale Nibert (68) Dairy Farmer 4/88
Point Pleasant, WV
Mark Schaul (65) President, Charmar Realty Company, 3/76
Charleston, WV
Van R. Thorn (47) Chief Executive Officer, The Home 5/92
National Bank of Sutton, Sutton, WV,
since 1992; Cashier from 1979 to 1992.
C. Scott Briers (60) President of the Board, First National 1/95
Bank of Hinton since 1994; Owner,
Briers Furniture since 1977
Hugh R. Clonch (56) President of Clonch
Industries, Inc. (timber) in
Dixie, WV, since 1975 9/95
CLASS III DIRECTORS (to serve until
the 1998 Annual Meeting)
Dr. D. K. Cales (66) Dentist, Rainelle, WV 7/90
Jay Goldman (52) President, Goldman Associates (real 8/88
estate) Charleston, WV
C. Dallas Kayser (44) C. Dallas Kayser, L.C. (attorney) 1/95
Point Pleasant, WV
7
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Robert D. Fisher (43) Partner, Adams Fisher & Evans 8/94
(attorney) Ripley, WV
George F. Davis (68) President and Chief Executive Officer
of Merchants National Bank,
Montgomery, WV, since 1979 9/95
8
</TABLE>
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The entire Board of Directors functions as a nominating committee by
considering nominees for election as Directors of the Company. The Board will
consider nominees recommended by shareholders if such recommendations are
submitted in writing and delivered or sent by first class registered or
certified mail to the President of the Company not later than November 15, 1996,
for consideration at the 1997 Annual Meeting. Such recommendations should
include the name, address, occupation and ownership of shares of Common Stock of
the nominee, and the name, address and ownership of shares of Common Stock of
the nominating shareholder.
City Holding has a standing Audit Committee consisting of three members,
Dr. D. K. Cales, Jack E. Fruth and Mark Schaul. The Audit Committee has the
responsibility of meeting with and reviewing the scope of work performed by
internal and external auditors. Significant matters are discussed with the full
Board of Directors. This committee meets on a quarterly basis as needed and met
four times during 1995.
The Company has a Compensation Committee consisting of Dr. D. K. Cales,
Jack E. Fruth and Jay Goldman, none of whom is an employee of City Holding. The
Compensation Committee makes recommendations to the Board with respect to the
compensation of executive officers and certain junior officers who participate
in the Company's Stock Incentive Plan. This committee meets once a year.
ATTENDANCE
The Company's Board of Directors held 13 meetings during the fiscal year
ended December 31, 1995. No director attended fewer than 75% of the meetings of
the Company's Board, all members of the Audit Committee attended all of the
Audit Committee meetings, and all members of the Compensation Committee attended
the Compensation Committee meeting.
COMPENSATION OF DIRECTORS
The Company's Directors are paid a fee of $500 for each meeting of the
full board, regardless of attendance. Directors who are also officers of the
Company and its subsidiaries receive no fee.
EXECUTIVE OFFICERS
The executive officers of City Holding are as follows:
STEVEN J. DAY, PRESIDENT AND CHIEF EXECUTIVE OFFICER.
GEORGE F. DAVIS, EXECUTIVE VICE PRESIDENT.
CARLIN K. HARMON, EXECUTIVE VICE PRESIDENT.
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MATTHEW B. CALL, 38, has been Senior Vice President of City Holding
Company since August 1994. Prior to joining City Holding Company, he was Senior
Vice President and Cashier for Bank One, West Virginia.
ROBERT A. HENSON, CPA, 34, has been Chief Financial Officer of City
Holding since May 1990. He was Chief Accounting Officer from 1988 to 1990 and
has been employed by the Company since 1987. Prior to joining the Company, he
was an Audit Manager with Ernst & Young LLP in Charleston, West Virginia.
F. ERIC NELSON, JR., 34, has been Treasurer and Investment Portfolio
Manager of the Company since October, 1994. He was Chief Operations Officer and
Investment Portfolio Manager from 1992 to 1994 and Vice President and Investment
Portfolio Manager from 1990 to 1992. Prior to joining the Company, he was a
Director with the Corporate Finance Department of Crestar Bank in Richmond,
Virginia.
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PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
Company's cumulative total shareholder return on Common Stock (as measured by
dividing (i) the sum of (A) the cumulative amount of dividends, assuming
dividend reinvestment during the periods presented and, (B) the difference
between the Common Stock share price at the end and the beginning of the periods
presented; by (ii) the share price at the beginning of the periods presented)
with The Nasdaq Stock Market Index and a Peer Group Index. The Peer Group
consists of publicly-traded financial institutions under $1 billion in assets
headquartered in Florida, Georgia, North Carolina, Ohio, Pennsylvania, South
Carolina, Virginia, Washington, D.C. and West Virginia.
1990 1991 1992 1993 1994 1995
CHCO 100.00 115.96 170.06 273.23 269.99 262.55
PEER 100.00 120.13 183.17 243.29 229.24 282.47
NASDAQ 100.00 160.56 186.87 214.51 209.69 296.30
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EMPLOYMENT AGREEMENTS
The Company has an executive severance agreement with Mr. Day providing
that if his employment is terminated (either voluntarily or involuntarily other
than as a normal consequence of death, disability or retirement at a normal
retirement age) at any time within a period of two years from a change in
control of the Company, he will receive as compensation for services a lump sum
payment (subject to any applicable payroll and other taxes) generally equal to
2.99 times his annual compensation. A "change of control" shall be deemed to
have taken place if (i) a third person acquires shares of Common Stock that,
aggregated with shares of Common Stock previously held by such person, have 30%
or more of the total number of votes that may be cast for the election of
directors of the Company; or (ii) as the result of any cash tender or exchange
offer, merger or other business combination or sale of assets, shares of Common
Stock are converted into cash or securities of another corporation.
The Company also has an agreement with Mr. Davis providing that he will
serve as Executive Vice President of the Company at annual compensation and
benefits not less than his last compensation package with Merchants National
Bank prior to their acquisition. Additionally, the agreement provides that when
Mr. Davis retires on his seventieth birthday, the Company will retain him in a
consulting capacity for three years and will pay him an annual fee equal to
fifty percent of his last annual salary.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1995, the Company and its subsidiaries had, and expect to have in
the future, banking transactions with officers and directors of the Company,
their immediate families and entities in which they are principal owners (more
than 10% interest). The transactions are in the ordinary course of business and
on substantially the same terms, including interest rates and security, as those
prevailing at the same time for comparable transactions with others and do not
involve more than the normal risk of collectibility or present other unfavorable
factors.
Otis L. O'Connor, Secretary and Director of the Company, is a partner in
Steptoe & Johnson, Charleston, West Virginia, which performed legal services for
the Company in 1995 and is expected to continue to perform similar services in
the future.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company's executive officers, directors and 10% shareholders are
required under the Securities Exchange Act of 1934 to file reports of ownership
and changes in ownership with the Securities Exchange Commission. Copies of
these reports must also be furnished to City Holding. Based solely on review of
the copies of such reports furnished to the Company through the date hereof, or
written representations that no reports were required, the Company believes that
during 1995, all filing requirements applicable to its officers, directors and
10% shareholders were met.
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OWNERSHIP OF EQUITY SECURITIES
The Company's only authorized voting equity security is its Common
Stock, par value $2.50 per share (the "Common Stock"). As discussed on the
preceding page, the Company's Common Stock has one vote per share on all matters
except the election of Directors. On May 1, 1996, the date for determining
shareholders entitled to vote at the Annual Meeting (the "Record Date"), there
were outstanding and entitled to vote , , shares of Common Stock.
The table below presents certain information as of the Record Date
regarding beneficial ownership of shares of Common Stock by Directors, nominees
for Director, and all Directors and officers as a group. The Company knows of no
person that owns more than 5% of the outstanding Common Stock.
<TABLE>
<CAPTION>
Aggregate
Sole Voting and Percentage
Name Investment Power Other (1) Owned
- ---- ---------------- --------- -----
<S> <C> <C> <C>
Samuel M. Bowling 21,917 48,758 1.39%
C. Scott Briers 6,074 2,262 0.16%
Dr. D. K. Cales 80,139 0 1.58%
Hugh R. Clonch 16,614 77,126 1.85%
George F. Davis 6,564 704 0.14%
Steven J. Day 25,873 13,511 0.78%
Robert D. Fisher 5,350 0 0.11%
Jack E. Fruth 30,882 430 0.62%
Jay Goldman 8,870 271 0.18%
Carlin K. Harmon 27,641 5,157 0.65%
C. Dallas Kayser 29,997 399 0.60%
Dale Nibert 38,901 0 0.77%
Otis L. O'Connor 3,236 13 0.06%
Bob F. Richmond 9,537 115 0.19%
Mark Schaul 26,353 1,425 0.55%
Van R. Thorn, II 1,597 1,339 0.06%
Directors and Officers
as a group (19 persons) 350,183 159,642 10.04%
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</TABLE>
(1) Includes shares (a) owned by or with certain relatives; (b) held in various
fiduciary capacities; (c) held by certain corporations; or (d) held in trust by
the Company's 401(k) and Profit Sharing Plan.
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