SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CITY HOLDING COMPANY
CITY HOLDING CAPITAL TRUST II
(Exact Name of Registrant as Specified in Its Charter)
West Virginia 55-0619957
Delaware 54-6439249
(State of Incorporation or Organization) (IRS Employer
Identification No.)
25 Gatewater Road
Charleston, West Virginia 25313
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of securities pursuant to Section 12(b) of class of securities pursuant to Section 12(g) of
the Exchange Act and is effective pursuant to the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the General Instruction A.(d), please check the
following box. [ ] following box. [X]
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Securities Act registration statement file number to
which this form relates: 333-64809
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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City Holding Capital Trust II
Capital Securities Nasdaq National Market System
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Item 1. Description of Registrant's Securities to be Registered.
A description of the City Holding Capital Trust II Capital Securities
is set forth under the caption "Description of Capital Securities" in the
Prospectus contained in the Registration Statement on Form S-3 (Registration No.
333-64809), as initially filed with the Securities and Exchange Commission on
September 30, 1998, and as amended on October 21, 1998 (as so amended, the
"Registration Statement"). Such portion of the Registration Statement is hereby
incorporated by reference.
Item 2. Exhibits.
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1. Indenture between City Holding Company and The Chase Manhattan Bank, as
Trustee*
2. Form of Amended and Restated Trust Agreement of City Holding Capital
Trust II*
3. Form of Capital Security Certificate of City Holding Capital Trust II
(included in Exhibit 2)
4. Form of Guarantee of City Holding Capital Trust II relating to the
Capital Securities*
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* Incorporated by reference from the Registrant's Registration Statement
on Form S-3 and Amendment No. 1 thereto.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 21, 1998 CITY HOLDING COMPANY
(Registrant)
By: /s/ Robert A. Henson
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Robert A. Henson
Chief Financial Officer
CITY HOLDING CAPITAL TRUST II
By: /s/ Robert A. Henson
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Robert A. Henson
Administrator
