SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CITY HOLDING COMPANY
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
June 5, 1996
Dear Shareholder:
We cordially invite you to attend the annual meeting of shareholders of
City Holding Company to be held at City Holding's principal office located at
3601 MacCorkle Avenue, S.E., Charleston, West Virginia 25304, on June 27, 1996,
at 3:00 p.m. Your Board of Directors and management look forward to
personally greeting those of you who are able to attend the meeting.
Shareholders will be asked to elect five Class I Directors to the Board
of Directors to serve three year terms, to ratify the Board of Directors'
appointment of Ernst & Young LLP as auditors for City Holding for 1996, and to
transact such other business as may properly come before the meeting or any
adjournment thereof.
If you cannot attend the meeting in person, please complete the
enclosed proxy and return it in the accompanying postage-paid envelope so that
your shares will be represented at the meeting. Only holders of City Holding
Common Stock of record at the close of business on June 4, 1996 are entitled
to notice of and to vote on matters to be transacted at the Annual Meeting.
City Holding thanks you for your consideration and continued support.
Sincerely,
Steven J. Day,
President and Chief Executive Officer,
City Holding Company
<PAGE>
CITY HOLDING COMPANY
3601 MacCorkle Avenue, SE
Charleston, West Virginia 25304
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held June 27, 1996
Notice is hereby given that, pursuant to call of its Board of Directors,
the annual meeting of shareholders of City Holding Company ("City Holding") will
be held at City Holding's principal office located at 3601 MacCorkle Avenue,
S.E., Charleston, West Virginia 25304, on June 27, 1996, at 3:00 p.m. for
the following purpose:
1. Election of Directors. To elect five Class I Directors to the
Board of Directors to serve three-year terms.
2. Ratification of Auditors. To ratify the Board of Directors'
appointment of Ernst & Young LLP as auditors for City Holding for 1996; and
3. Other Business. To consider and vote upon such other matters
as may properly come before the meeting.
Only holders of City Holding Common Stock of record at the close of
business on June 4, 1996 are entitled to notice of and to vote on matters to be
transacted at the Annual Meeting or any postponement or adjournment thereof. All
properly executed proxies delivered pursuant to this solicitation will be voted
at the annual meeting in accordance with instructions, if any. In the absence of
instructions, the proxies will be voted FOR Items One and Two as described in
the accompanying Proxy Statement.
By Order of the Board of
Directors,
Otis L. O'Connor
Secretary
June 5, 1996
Charleston, West Virginia
<PAGE>
1996 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
GENERAL
Proxies in the form enclosed are solicited by the Board of Directors for
the 1996 City Holding Company Annual Meeting of Shareholders (the "Annual
Meeting") to be held at 3:00 p.m. on June 27, 1996 at the principal office of
City Holding Company (the "Company") located at 3601 MacCorkle Avenue,
S. E., Charleston, West Virginia. The Company anticipates that this Proxy
Statement will be mailed to shareholders on or about June 5, 1996.
Any shareholder giving a proxy may revoke it at any time before it is
voted by written notice to the Company, P.O. Box 4168, Charleston, West
Virginia 25364-4168, Attention: Assistant Secretary, or by the execution of
a proxy with a later date, or by voting in person at the Annual Meeting the
shares represented by the proxy. All shares represented by a proxy, when
executed and not so revoked, will be voted in accordance with such
instructions. If the proxy contains no instructions, it will be voted FOR Items
One and Two as described herein.
The affirmative vote of a majority of the shares represented and
entitled to vote at the Annual Meeting is required to ratify the appointment of
Ernst & Young LLP. Directors are elected by a plurality of the votes cast. In
all elections of directors, each shareholder shall have the right to cast one
vote for each share of stock owned by him for as many persons as there are
directors to be elected, or upon notice to the Company, he may cumulate such
votes and give one candidate as many votes as the number of directors to be
elected multiplied by the number of his shares of stock or he may distribute
them on the same principle among as many candidates and in such manner as he
shall desire. If one shareholder has given notice that he intends to cumulate
votes, all shareholders may do so. The Proxies may cumulate their votes at their
discretion.
The presence, in person or by properly executed proxy, of the holders of
a majority of the outstanding shares of the Company's Common Stock entitled to
vote at the Annual Meeting is necessary to constitute a quorum at the Annual
Meeting. Abstentions will be counted as shares present for purposes of
determining the presence of a quorum. As a consequence, abstentions will be
counted as votes against the proposal. Because director nominees must receive a
plurality of the votes cast at the meeting, a vote withheld will not affect the
outcome of the election.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of the Company, but no special compensation will
be paid to any person for personal solicitation of proxies.
1
<PAGE>
Banks, brokerage houses and other institutions, nominees and fiduciaries
will be requested to forward the soliciting material to beneficial owners and
to obtain authorization for the execution of proxies. The Company will,
upon request, reimburse such parties for their reasonable expenses in
forwarding proxy material to beneficial owners.
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 June 4, 1996, the date for
determining shareholders entitled to vote at the Annual Meeting (the "Record
Date"), there were outstanding and entitled to vote 5,078,199 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 9,527 115 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%
- --------------
</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.
2
<PAGE>
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>
3
<PAGE>
<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
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
4
</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.
5
<PAGE>
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.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table presents information relating to compensation of
executive officers of the Company whose compensation exceeded $100,000 during
the fiscal year ended December 31, 1995.
Summary Compensation Table
Annual Compensation
<TABLE>
<CAPTION>
Name and All Other
Principal Position Year Salary ($) Bonus ($) (1) Compensation(3)
- ------------------ ---- ---------- ------------- ---------------
<S> <C> <C> <C> <C>
Steven J. Day 1995 $187,043 $80,718 $22,127
President and Chief 1994 179,763 72,952 22,045
Executive Officer 1993 167,803 58,070 (2) 22,988
Carlin K. Harmon 1995 149,133 57,764 22,408
Executive Vice 1994 143,328 40,132 21,410
President 1993 132,709 5,597 16,080
George F. Davis
Executive Vice
President 1995 123,500 19,000 (4) 9,203
Robert A. Henson 1995 93,957 40,602 20,572
Chief Financial Officer 1994 90,300 35,080 18,259
1993 70,300 25,995 10,339
F. Eric Nelson, Jr.
Treasurer and 1995 86,723 37,560 19,127
Investment Portfolio 1994 83,347 32,570 16,963
Manager 1993 68,222 25,511 10,135
</TABLE>
(1) Includes bonus awards under the Company's Incentive Plan.
(2) Includes a bonus award under the Incentive Plan of 1,162 shares of Common
Stock having a fair market value at the time of grant of $25.23 per share for
1993.
(3) Includes Company matching and profit-sharing contributions under the
Company's Profit-Sharing and 401(k) Plan, which was implemented January 1, 1991.
(4) During 1995, Mr. Davis' compensation was calculated based on the
recommendations of the Senior Personnel Committee of Merchants National Bank.
Beginning in January 1996, Mr. Davis' compensation will be calculated in
accordance with City Holding's Incentive Plan.
7
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company (the
"Committee") is comprised of three outside directors, none of whom serves on the
board of any other Committee member's company or organization. The Committee has
access to both outside legal counsel and consultants.
To the Board of Directors of City Holding Company:
The Compensation Committee of the Board of Directors of the Company
submits the following report of its deliberations with respect to compensation
of the Company executives for 1995:
City Holding executives are compensated under the Company's Incentive
Plan (the "Incentive Plan") adopted in 1992. The Incentive Plan is designed to
link executive compensation to the performance of the Company and to provide
levels of compensation adequate to attract and to retain quality management. For
1995, six members of Executive management of the Company, including Mr. Day,
participated in the Incentive Plan.
Compensation under the Incentive Plan includes base salaries with
provisions for annual increases and bonuses based on individual and corporate
performance. Bonuses are paid one-half in cash and one-half in Common Stock.
Maximum salary increases (as a percentage of the percentage increase in the
Consumer Price Index) and bonuses (as a percentage of salary) are calculated
under the Incentive Plan based on performance as measured by annual return on
average assets and return on average equity. The Committee believes these ratios
best measure performance that is likely to translate into increased shareholder
value. Participants automatically are awarded 40% of their maximum base salary
increase and bonus, if any. The remaining 60% of the maximum base salary
increase and bonus is awarded based on individual performance during the prior
year. The Incentive Plan may be amended or rescinded at any time.
BASE SALARIES. Base salaries for 1995 were determined in accordance
with the formula that was adopted as part of the Incentive Plan. The average
increase in base pay for 1995 was 4.05%.
ANNUAL BONUSES. For performance in 1995, the six members of management
eligible to participate, including Mr. Day, were awarded approximately $247,336
in annual bonuses under the Incentive Plan. Based on the level of individual
performance during the year as reflected in the Company's return on average
assets and return on average equity, this amount included awards of 100% of the
maximum bonuses payable under the Incentive Plan, including an award of
approximately $81,000 to Mr. Day.
Respectfully submitted,
Dr. D. K. Cales
Jack E. Fruth
Jay Goldman
8
<PAGE>
STOCK INCENTIVE PLAN
The Committee administers the Company's 1993 Stock Incentive Plan (the
"Stock Incentive Plan"). The Committee may delegate its authority to administer
the Stock Incentive Plan to an officer of the Company.
Key employees of the Company and its related entities and individuals
who provide services to the Company and its related entities are eligible to
participate in the Stock Incentive Plan. The class of eligible personnel is
selected by the Committee and includes approximately 20 people, including
Messrs. Day, Harmon, Henson and Nelson. The Committee may, from time to time,
grant stock options, stock appreciation rights ("SARs"), or stock awards to
Stock Incentive Plan Participants.
Options granted under the Stock Incentive Plan may be incentive stock
options ("ISOs") or nonqualified stock options. The option price will be fixed
by the Committee at the time the option is granted, but in the case of an ISO,
the price cannot be less than the shares' fair market value on the date of
grant. The option price may be paid in cash, or, with the Committee's consent,
with shares of Common Stock, a combination of cash and Common Stock or in
installments.
SARs entitle the participant to receive the excess of the fair market
value of a share of Common Stock on the date of exercise over the initial value
of the SAR. The initial value of the SAR is the fair market value of a share of
Common Stock on the date of grant.
SARs may be granted in relation to option grants ("Corresponding SARs")
or independently of option grants. The difference between these two types of
SARs is that to exercise a Corresponding SAR, the participant must surrender
unexercised that portion of the stock option to which the Corresponding SAR
relates.
Participants may also be awarded shares of Common Stock pursuant to a
stock award. The Committee may prescribe that a participant's right in a stock
award shall be nontransferable or forfeitable or both unless certain conditions
are satisfied. These conditions may include, for example, a requirement that the
participant continue employment with the Company for a specified period or that
the Company or the participant achieve stated objectives.
The Stock Incentive Plan provides that outstanding options and SARs will
become exercisable and outstanding stock awards will be earned in full and
nonforfeitable upon a change in control.
A maximum of 300,000 shares of Common Stock may be issued upon the
exercise of options and SARs and stock awards. This limitation will be adjusted,
as the Committee determines is appropriate, in the event of a change in the
number of outstanding shares of Common Stock by reason of a stock dividend,
stock split, combination, reclassification, recapitalization or other similar
events. The terms of outstanding awards also may be adjusted by the Committee to
reflect such changes.
9
<PAGE>
No option, SAR or stock award may be granted under the Stock Incentive
Plan after March 8, 2003. The Company's Board of Directors may, without further
action by shareholders, terminate or suspend the Stock Incentive Plan in whole
or in part. The Board of Directors may also amend the Stock Incentive Plan
except that no amendment that increases the number of shares of Common Stock
that may be issued under the Stock Incentive Plan or changes the class of
individuals who may be selected to participate in the Plan will become effective
until it is approved by shareholders. To date, no awards have been made and no
options have been exercised under the Stock Incentive Plan.
PROFIT SHARING AND 401(K) PLAN
Under the Company's Profit Sharing and 401(k) Plan (the "Plan"), a
deferred compensation plan under the Internal Revenue Code, eligible
participants, including Messrs. Day, Harmon, Henson, Nelson and Call may
contribute from 1% to 15% of pre-tax earnings to their Plan accounts.
Contributions may be invested in any of five options selected by the
participant, including Common Stock. The Company matches, in Common Stock, 50%
of the first 6% of earnings contributed by each participant. Profit-sharing
contributions are discretionary as determined annually by the Board of Directors
and vest 20% for each year of service after the third year. Based on corporate
performance in 1995, profit-sharing contributions for Messrs. Henson, Nelson and
Call equalled 12% of their gross salary in 1995, while contibutions for Messrs.
Day and Harmon equalled 12% of the 1995 maximum contribution limit as set forth
by the Internal Revenue Service. Contributions to all executive officers of the
Company aggregated $78,673, including contributions of $18,000 to Mr. Day,
$18,000 to Mr. Harmon, $17,794 to Mr. Henson, $16,563 to Mr. Nelson and $8,316
to Mr. Call.
10
<PAGE>
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
11
<PAGE>
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.
12
<PAGE>
RATIFICATION OF APPOINTMENT OF AUDITORS
The Company's Board of Directors has appointed Ernst & Young LLP to
audit the consolidated financial statements of the Company for the year ending
December 31, 1996. The holders of Common Stock are being asked to ratify this
appointment at the Annual Meeting. Ernst & Young LLP has been the Company's
independent auditor since 1982. The Board of Directors unanimously recommends
that shareholders vote FOR such ratification.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will be given an opportunity to make a statement if they
desire to do so. They are expected to be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS
Holders of Common Stock having proposals which they desire to present at
next year's Annual Meeting should, if they desire that such proposals be
included in the Company's proxy and proxy statement relating to such meeting,
submit such proposals in time to be received by the Company at its principal
executive offices in Charleston, West Virginia, no later than December 31, 1996.
To be so included, all such submissions must comply with the requirements of
Rule 14a-8 of the Commission under the Exchange Act and the Board of Directors
directs the close attention of interested shareholders to that Rule.
OTHER MATTERS
At the date of this Proxy Statement, the Board of Directors knows of no
matter to come before the meeting other than those stated in the notice of the
meeting. As to other matters, if any, that may come properly before the meeting,
it is intended that proxies in the accompanying form will be voted in accordance
with the best judgement of the person or persons named therein.
We hope that you will be able to attend this meeting in person, but if
you cannot be present, please execute the enclosed proxy and return it in the
accompanying envelope (no postage required) as promptly as possible.
Otis L. O'Connor
Secretary
June 5, 1996
Charleston, West Virginia
13
<PAGE>
PROXY
CITY HOLDING COMPANY
3601 MACCORKLE AVENUE, S. E.
CHARLESTON, WEST VIRGINIA 25304
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints W. Harold Toothman and Dan W. Mooney as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of Common Stock of
City Holding Company held of record by the undersigned on June 4, 1996 at
the 1996 Annual Meeting of Shareholders to be held on June 27, 1996 or any
adjournment thereof.
Management and the Board of Directors recommends a vote FOR Proposals 1 and 2.
1. PROPOSAL TO ELECT FIVE CLASS I DIRECTORS TO THE BOARD OF DIRECTORS
TO SERVE THREE-YEAR TERMS
( ) FOR (except as marked to ( )WITHHOLD
the contrary below) AUTHORITY
Samuel M. Bowling Otis L. O'Connor Steven J. Day
Bob F. Richmond Jack E. Fruth
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME ABOVE.
2. PROPOSAL TO RATIFY THE BOARD OF DIRECTORS' APPOINTMENT OF ERNST
& YOUNG LLP AS AUDITORS FOR THE COMPANY FOR 1996
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE
TIME IT IS VOTED AT THE ANNUAL MEETING.
(CONTINUED ON REVERSE SIDE)
<PAGE>
Please sign exactly as your name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: __________________________, 1996
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Signature
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Signature if held jointly
Please mark, sign, date and return the
proxy promptly using the enclosed
envelope.
