As filed with the Securities and Exchange Commission on September 23, 1999.
Registration Statement No. 333-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
CITY HOLDING COMPANY
(Exact name of Registrant as specified in its Charter)
West Virginia 55-0619957
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
25 Gatewater Road
Charleston, West Virginia 25313
(304) 769-1100
(Address of principal executive office, including zip code)
City Holding Company 1993 Stock Incentive Plan
(Full title of the Plan)
----------------------
Mr. Steven J. Day
President and Chief Executive Officer
25 Gatewater Road
Charleston, West Virginia 25313
(304) 769-1100
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copy to:
Mr. Randall S. Parks
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price registration fee
==========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value 1,000,000 shares $19.219 $19,219,000 $5,343
Rights to Purchase Junior Participating
Cumulative Preferred Stock, Series A
(no par value)(2) 1,000,000 rights N/A N/A N/A
==========================================================================================================================
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933. This amount was
calculated based on the average of the high and low sales prices of the Common
Stock on The Nasdaq National Market on September 21, 1999.
(2) The Rights to Purchase Junior Participating Cumulative Preferred
Stock, Series A will be attached to and will trade with shares of Common Stock
of the Registrant.
===============================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by City Holding Company (the "Company") with
the Commission (Commission File No. 0-1173) under the Securities Exchange Act of
1934 (the "Exchange Act") are hereby incorporated by reference in this
Prospectus: (i) the Company's Annual Report on Form 10-K for the period ended
December 31, 1998; (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999; (iii) the Company's Current
Reports filed on Form 8-K on January 12, 1999 and September 14, 1999; and (iv)
the description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed on May 28, 1987 under the Exchange Act, including
any reports filed under the Exchange Act for the purpose of updating such
description. All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of all of the Common Stock shall be deemed to be incorporated by reference
herein.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document, as the case may be, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide on request and without charge to each person to
whom this Prospectus is delivered a copy (without exhibits) of any or all
documents incorporated by reference into this Prospectus. Requests for such
copies should be directed to City Holding Company, 25 Gatewater Road, P.O. Box
7520, Charleston, West Virginia 25356-0520, Attn.: Chief Financial Officer
(telephone: (304) 769-1100).
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 31-1-9 of the West Virginia Corporation Act provides in part that
each West Virginia corporation shall have power to indemnify any director,
officer, employee or agent or former director, officer, employee or agent
against expenses actually and reasonably incurred by him in connection with the
defense of any claim, action, suit or proceeding against him by reason of being
or having been such director, officer, employee or agent other than an action by
or in the right of the corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation. With respect to an action by or in the right of the corporation the
director, officer, employee or agent or former director, officer, employee or
agent may be indemnified if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation, except
in relation to matters as to which he shall be finally adjudged in such action,
suit or proceeding against him by reason of being or having been such director,
officer, employee or agent to be liable for negligence or misconduct in the
performance of duty; and to make any other or further indemnity to any such
persons that may be authorized by the articles of incorporation or any by-law
made by the stockholders or any resolution adopted, before or after the event,
by the stockholders. The Articles of Incorporation of City Holding contain
provisions pursuant to the foregoing section of the West Virginia Corporation
Act indemnifying the directors, officers and certain agents of City Holding in
certain cases against expenses and liabilities under judgments and
reimbursements of amounts paid in settlement.
City Holding has purchased directors and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (l) the
directors and officers of City Holding against certain losses, to the extent
such losses are not indemnified by City Holding, and (2) City Holding, to the
extent it indemnifies such directors and officers for losses as permitted under
the laws of West Virginia.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 City Holding Company 1993 Stock Incentive Plan.
4.2 Amendment No. 1 to City Holding Company 1993 Stock Incentive Plan.
5.1 Opinion of Hunton & Williams (as to the legality of the securities
being registered).
23.1 Consent of Hunton & Williams (included in the opinion filed as of
Exhibit 5.1 to the Registration Statement).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
<PAGE>
1. To file, during any period in which offers or sales are made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act, and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charleston, State of West Virginia on this 23rd day
of September, 1999.
CITY HOLDING COMPANY
(Registrant)
By: /s/ Steven J. Day
-----------------------------------
Steven J. Day
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 23, 1999. Each of the undersigned officers and
directors of the registrant hereby constitutes Steven J. Day, Robert A. Henson
and Randall S. Parks, and each of them severally, his true and lawful
attorneys-in-fact with full power to sign for him and in his name in the
capacities indicated below and to file any and all amendments to the
registration statement filed herewith, making such changes in the registration
statement as the registrant deems appropriate, and generally to do all such
things in his name and behalf in his capacity as an officer and director to
enable the registrant to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission.
/s/ Robert A. Henson /s/ Michael D. Dean
- ------------------------------ -------------------------------
Robert A. Henson Michael D. Dean
Chief Financial Officer Senior Vice President-Finance
(Principal Financial Officer) (Principal Accounting Officer)
/s/ Samuel M. Bowling /s/ Dr. D. K. Cales
- ------------------------------ -------------------------------
Samuel M. Bowling Dr. D. K. Cales
Director Director
/s/ Hugh R. Clonch /s/ Steven J. Day
- ------------------------------ -------------------------------
Hugh R. Clonch Steven J. Day
Director Director/President and Chief
Executive Officer
/s/ Robert D. Fisher
- ------------------------------
Robert D. Fisher
Director
/s/ Jay Goldman /s/ David E. Haden
- ------------------------------- -------------------------------
Jay Goldman David E. Haden
Director Director
/s/ Carlin K. Harmon /s/ C. Dallas Kayser
- ------------------------------- -------------------------------
Carlin K. Harmon C. Dallas Kayser
Director/Executive Vice President Director
<PAGE>
/s/ Leon K. Oxley /s/ Mark H. Schaul
- ------------------------------- -------------------------------
Leon K. Oxley Mark H. Schaul
Director Director
/s/ Philip W. Cain /s/ William C. Dolin
- ------------------------------- -------------------------------
Philip W. Cain William C. Dolin
Director Director
/s/ David W. Hambrick /s/ Frank S. Harkins, Jr.
- ------------------------------- -------------------------------
David W. Hambrick Frank S. Harkins, Jr.
Director Director
/s/ Tracey W. Hylton, II /s/ B. C. McGinnis III
- ------------------------------- -------------------------------
Tracy W. Hylton, II B. C. McGinnis III
Director Director
/s/ Thomas L. McGinnis /s/ Philip L. McLaughlin
- ------------------------------- -------------------------------
Thomas L. McGinnis Philip L. McLaughlin
Director Director
/s/ E. M. Payne III /s/ R. T. Rogers
- ------------------------------- -------------------------------
E. M. Payne III R. T. Rogers
Director Director
/s/ James E. Songer, Sr. /s/ Albert M. Tieche, Jr.
- ------------------------------- -------------------------------
James E. Songer, Sr. Albert M. Tieche, Jr.
Director Director
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 City Holding Company 1993 Stock Incentive Plan.
4.2 Amendment No. 1 to City Holding Company 1993 Stock Incentive Plan.
5.1 Opinion of Hunton & Williams (as to the legality of the securities
being registered).
23.1 Consent of Hunton & Williams (included in the opinion filed as of
Exhibit 5.1 to the Registration Statement).
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on signature page).
Exhibit 4.1
CITY HOLDING COMPANY
1993 STOCK INCENTIVE PLAN
ARTICLE I
DEFINITIONS
1.01. Acquiring Person means that (a) a Person, considered alone or together
with all Control Affiliates and Associates of that Person, becomes directly or
indirectly the beneficial owner of securities representing at least twenty
percent of the Company's outstanding securities entitled to vote generally in
the election of the Board, or (b) a person enters into an agreement that would
result in that Person satisfying the conditions in subsection (a) or that would
result in a Related Entity's failure to be a Related Entity.
1.02. Administrator means the Committee and any delegate of the Committee that
is appointed in accordance with Article III.
1.03. Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of a Stock Award, Option or SAR granted to such Participant.
1.04. Associate, with respect to any Person, is defined in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act. An Associate does not
include the Company or a majority-owned subsidiary of the Company.
1.05. Board means the Board of Directors of the Company.
<PAGE>
1.06. Change in Control means that (a) the Company enters into any agreement
with a Person that involves the transfer of ownership of the Company or of more
than fifty percent of the Company's total assets or earnings power on a
consolidated basis, as reported in the Company's consolidated financial
statements filed with the Securities and Exchange Commission (including an
agreement for the acquisition of the Company by merger, consolidation, or
statutory share exchange - regardless of whether the Company is intended to be
the surviving or resulting entity after the merger, consolidation, or statutory
share exchange - or for the sale of substantially all of the Company's assets to
that Person), (b) any Person is or becomes an Acquiring Person, or (c) during
any period of two consecutive calendar years, the Continuing Directors cease for
any reason to constitute a majority of the Board.
1.07. Code means the Internal Revenue Code of 1986, and any amendments
thereto.
1.08. Committee means the Compensation Committee of the Board.
1.09. Common Stock means the common stock of the Company.
1.10. Company means City Holding Company.
1.11. Continuing Director means any member of the Board, while a member of the
Board and (i) who was a member of the Board prior to the adoption of the Plan or
(ii) whose subsequent nomination for election or election to the Board was
recommended or approved by a majority of the Continuing Directors.
1.12. Control Affiliate, with respect to any Person, means an affiliate as
defined in Rule 12b-2 of the General Rules and Regulations under the Exchange
Act.
<PAGE>
1.13. Control Change Date means the date on which a Change in Control occurs.
If a Change in Control occurs on account of a series of transactions, the
Control Change Date is the date of the last of such transactions.
1.14. Corresponding SAR means an SAR that is granted in relation to a
particular Option and that can be exercised only upon the surrender to the
Company, unexercised, of that portion of the Option to which the SAR relates.
1.15. Exchange Act means the Securities Exchange Act of 1934, as amended and as
in effect on the date of this Agreement.
1.16. Fair Market Value means, on any given date, the closing price of a share
of Common Stock as reported on the primary national securities exchange on which
the Common Stock trades, or if the Common Stock is not traded on such exchange,
as reported on the National Association of Securities Dealers Automated
Quotation--National Market System, or, if the Common Stock is not reported on
such system, reported by the National Quotation Bureau, Inc. or if the closing
price of a share of Common Stock is not reported by the National Quotation
Bureau, Inc., as determined by the Board using any reasonable valuation method.
If the Common Stock was not traded on such date, then Fair Market Value is
determined with reference to the next preceding day that the Common Stock was so
traded.
1.17. Initial Value means, with respect to a Corresponding SAR, the option
price per share of the related Option and, with respect to an SAR granted
independently of an Option, the Fair Market Value of one share of Common Stock
on the date of grant.
<PAGE>
1.18. Option means a stock option that entitles the holder to purchase from the
Company a stated number of shares of Common Stock at the price set forth in an
Agreement.
1.19. Participant means an employee of the Company or a Related Entity,
including an employee who is a member of the Board, or an individual who
provides services to the Company or a Related Entity who satisfies the
requirements of Article IV and is selected by the Administrator to receive a
Stock Award, an Option, an SAR, or a combination thereof.
1.20. Person means any human being, firm, corporation, partnership, or other
entity. Person also includes any human being, firm, corporation, partnership, or
other entity as defined in sections 13(d)(3) and 14(d)(2) of the Exchange Act.
For purposes of this Plan, the term Person does not include the Company or any
Related Entity, and the term Person does not include any employee benefit plan
maintained by the Company or any Related Entity, and any person or entity
organized, appointed, or established by the Company or by any Related Entity for
or pursuant to the terms of any such employee benefit plan, unless the Board
determines that such an employee benefit plan or such person or entity is a
Person.
1.21. Plan means the City Holding Company 1993 Stock Incentive Plan.
1.22. Related Entity means any entity that directly or indirectly, through one
or more intermediaries, controls, or is controlled by, or is under common
control with, the Company.
<PAGE>
1.23. SAR means a stock appreciation right that entitles the holder to receive,
with respect to each share of Common Stock encompassed by the exercise of such
SAR, the amount determined by the Administrator and specified in an Agreement.
In the absence of such a determination, the holder shall be entitled to receive,
with respect to each share of Common Stock encompassed by the exercise of such
SAR, the excess of the Fair Market Value on the date of exercise over the
Initial Value. References to "SARs" include both Corresponding SARs and SARs
granted independently of Options, unless the context requires otherwise.
1.24. Stock Award means Common Stock awarded to a Participant under Article IX.
1.25. Ten Percent Shareholder means any individual owning more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company
or of a Related Entity. An individual shall be considered to own any voting
stock owned (directly or indirectly) by or for his brothers, sisters, spouse,
ancestors or lineal descendants and shall be considered to own proportionately
any voting stock owned (directly or indirectly) by or for a corporation,
partnership, estate or trust of which such individual is a shareholder, partner
or beneficiary.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company in recruiting and retaining
individuals who provide services to the Company or a Related Entity with ability
and initiative by enabling such persons to participate in its future success and
to associate their interests with those of the Company and its shareholders. The
Plan is intended to permit the grant of Stock Awards, the grant of SARs, and the
grant of both Options qualifying under Section 422 of the Code ("incentive stock
options") and Options not so qualifying. No Option that is intended to be an
incentive stock option shall be invalid for failure to qualify as an incentive
stock option. The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for general corporate purposes.
<PAGE>
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator. The Administrator
shall have authority to grant Stock Awards, Options and SARs upon such terms
(not inconsistent with the provisions of this Plan) as the Administrator may
consider appropriate. Such terms may include conditions (in addition to those
contained in this Plan) on the exercisability of all or any part of an Option or
SAR or on the transferability or forfeitability of a Stock Award.
Notwithstanding any such conditions, the Administrator may, in its discretion,
accelerate the time at which any Option or SAR may be exercised or the time at
which a Stock Award may become transferable or nonforfeitable. In addition, the
Administrator shall have complete authority to interpret all provisions of this
Plan; to prescribe the form of Agreements; to adopt, amend, and rescind rules
and regulations pertaining to the administration of the Plan; and to make all
other determinations necessary or advisable for the administration of this Plan.
The express grant in the Plan of any specific power to the Administrator shall
not be construed as limiting any power or authority of the Administrator. Any
decision made, or action taken, by the Administrator or in connection with the
administration of this Plan shall be final and conclusive. Neither the
Administrator nor any member of the Committee shall be liable for any act done
in good faith with respect to this Plan or any Agreement, Option, SAR or Stock
Award. All expenses of administering this Plan shall be borne by the Company.
The Committee, in its discretion, may delegate to the President and Chief
Executive Officer of the Company all or part of the Committee's authority and
duties with respect to grants and awards to individuals who are not subject to
the reporting and other provisions of Section 16 of the Securities Exchange Act
of 1934, as in effect from time to time. The Committee may revoke or amend the
terms of a delegation at any time but such action shall not invalidate any prior
actions of the Committee's delegate or delegates that were consistent with the
terms of the Plan.
<PAGE>
ARTICLE IV
ELIGIBILITY
4.01. General. Any employee of the Company or a Related Entity (including a
corporation that becomes a Related Entity after the adoption of this Plan) or a
person who provides services to the Company or a Related Entity is eligible to
participate in this Plan if the Administrator, in its sole discretion,
determines that such person has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Company or a Related
Entity. Directors of the Company who are employees of the Company or a Related
Entity may be selected to participate in this Plan. A member of the Committee
may not participate in this Plan during the time that his participation would
prevent the Committee from being "disinterested" for purposes of Securities and
Exchange Commission Rule 16b-3 as in effect from time to time.
4.02. Grants. The Administrator will designate individuals to whom Stock
Awards, Options and SARs are to be granted and will specify the number of shares
of Common Stock subject to each grant. An Option may be granted with or without
a related SAR. An SAR may be granted with or without a related Option. All Stock
Awards, Options and SARs granted under this Plan shall be evidenced by
Agreements which shall be subject to applicable provisions of this Plan and to
such other provisions as the Administrator may adopt. No Participant may be
granted incentive stock options or related SARs (under all incentive stock
option plans of the Company and its Related Entities) which are first
exercisable in any calendar year for stock having an aggregate Fair Market Value
(determined as of the date an Option is granted) that exceeds the limitation
prescribed by Section 422(d) of the Code. The preceding annual limitation shall
not apply with respect to Options that are not incentive stock options.
<PAGE>
ARTICLE V
STOCK SUBJECT TO PLAN
Upon the award of shares of Common Stock pursuant to a Stock Award, the
Company may issue authorized but unissued Common Stock. Upon the exercise of any
Option or SAR, the Company may deliver to the Participant (or the Participant's
broker if the Participant so directs), authorized but unissued Common Stock. The
maximum aggregate number of shares of Common Stock that may be issued pursuant
to the exercise of Options and SARs and the grant of Stock Awards under this
Plan is 300,000. The maximum aggregate number of shares of Common Stock that may
be issued under this Plan shall be subject to adjustment as provided in Article
X. If an Option is terminated, in whole or in part, for any reason other than
its exercise or the exercise of a Corresponding SAR, the number of shares of
Common Stock allocated to the Option or portion thereof may be reallocated to
other Options, SARs, and Stock Awards to be granted under this Plan. If an SAR
is terminated, in whole or in part, for any reason other than its exercise or
the exercise of a related Option, the number of shares of Common Stock allocated
to the SAR or portion thereof may be reallocated to other Options, SARs, and
Stock Awards to be granted under this Plan. If a Stock Award is forfeited, in
whole or in part, the shares of Common Stock awarded pursuant to the Stock Award
or portion thereof may be reallocated to other Options, SARs or Stock Awards to
be granted under this Plan.
ARTICLE VI
OPTION PRICE
The price per share for Common Stock purchased on the exercise of an
Option shall be determined by the Administrator on the date of grant; provided,
however, that the price per share for Common Stock purchased on the exercise of
any Option that is an incentive stock option shall not be less than the Fair
Market Value on the date the Option is granted and provided further that the
price per share shall not be less than 110% of such Fair Market Value in the
case of an incentive stock option granted to a Participant who is a Ten Percent
Shareholder on the date such incentive stock option is granted.
ARTICLE VII
EXERCISE OF OPTIONS
7.01. Maximum Option or SAR Period. The maximum period in which an Option or SAR
may be exercised shall be determined by the Administrator on the date of grant,
except that no Option that is an incentive stock option or its Corresponding SAR
shall be exercisable after the expiration of ten years from the date such Option
or Corresponding SAR was granted. In the case of an incentive stock option or
its Corresponding SAR that is granted to a Participant who is a Ten Percent
Shareholder, such Option and Corresponding SAR shall not be exercisable after
the expiration of five years from the date of grant. The terms of any Option
that is an incentive stock option or Corresponding SAR may provide that it is
exercisable for a period less than such maximum period.
7.02. Nontransferability. An Option or SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution. In
the event of any such transfer, the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or persons. During
the lifetime of the Participant to whom the Option or SAR is granted, the Option
or SAR may be exercised only by the Participant. No right or interest of a
Participant in any Option or SAR shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
7.03. Change in Control. Each outstanding Option and SAR shall be fully
exercisable (in whole or in part at the discretion of the holder) on and after a
Control Change Date and during the period (i) beginning on the first day
following any tender or exchange offer for shares of Common Stock (other than
one made by the Company), provided that shares are acquired pursuant to such
offer and (ii) ending on the thirtieth day following the expiration of such
offer.
<PAGE>
ARTICLE VIII
METHOD OF EXERCISE
8.01. Exercise. Subject to the provisions of Articles VII and XI, an Option or
SAR may be exercised in whole at any time or in part from time to time at such
times and in compliance with such requirements as the Administrator shall
determine; provided, however, that a Corresponding SAR that is related to an
incentive stock option may be exercised only to the extent that the related
Option is exercisable and when the Fair Market Value exceeds the option price of
the related Option. An Option or SAR granted under this Plan may be exercised
with respect to any number of whole shares less than the full number for which
the Option or SAR could be exercised. A partial exercise of an Option or SAR
shall not affect the right to exercise the Option or SAR from time to time in
accordance with this Plan and the applicable Agreement with respect to the
remaining shares subject to the Option or related to the SAR. The exercise of
either an Option or Corresponding SAR shall result in the termination of the
other to the extent of the number of shares with respect to which the Option or
Corresponding SAR is exercised.
8.02. Payment. Unless otherwise provided by the Agreement, payment of the
Option price shall be made in cash or a cash equivalent acceptable to the
Administrator. If the Agreement provides, payment of all or part of the Option
price may be made by surrendering shares of Common Stock to the Company. If
Common Stock is used to pay all or part of the Option price, the shares
surrendered must have a Fair Market Value (determined as of the day preceding
the date of exercise) that is not less than such price or part thereof.
8.03. Installment Payment. If the Agreement provides, and if the Participant is
employed by the Company on the date the Option is exercised, payment of all or
part of the Option price may be made in installments. In that event, the Company
shall lend the Participant an amount equal to not more than ninety percent (90%)
of the Option price of the shares acquired by the exercise of the Option. This
amount shall be evidenced by the Participant's promissory note and shall be
payable in not more than five equal annual installments, unless the amount of
the loan exceeds the maximum loan value for the shares purchased, which value
shall be established from time to time by regulations of the Board of Governors
of the Federal Reserve System. In that event, the note shall be payable in equal
quarterly installments over a period of time not to exceed five years. The
Administrator, however, may vary such terms and make such other provisions
concerning the unpaid balance of such purchase price in the case of hardship,
subsequent termination of employment, absence on military or government service,
or subsequent death of the Participant as in its discretion are necessary or
advisable in order to protect the Company, promote the purposes of the Plan and
comply with regulations of the Board of Governors of the Federal Reserve System
relating to securities credit transactions.
<PAGE>
The Participant shall pay interest on the unpaid balance at the minimum
rate necessary to avoid imputed interest or original issue discount under the
Code. All shares acquired with cash borrowed from the Company shall be pledged
to the Company as security for the repayment thereof. In the discretion of the
Administrator, shares of stock may be released from such pledge proportionately
as payments on the note (together with interest) are made, provided the release
of such shares complies with the regulations of the Federal Reserve System
relating to securities credit transactions then applicable. While shares are so
pledged, and so long as there has been no default in the installment payments,
such shares shall remain registered in the name of the Participant, and he shall
have the right to vote such shares and to receive all dividends thereon.
8.04. Determination of Payment of Cash and/or Common Stock Upon Exercise of
SAR. At the Administrator's discretion, the amount payable as a result of the
exercise of an SAR may be settled in cash, Common Stock, or a combination of
cash and Common Stock. No fractional share shall be deliverable upon the
exercise of an SAR but a cash payment will be made in lieu thereof. '
8.05. Shareholder Rights. No Participant shall have any rights as a stockholder
with respect to shares subject to his Option or SAR until the date of exercise
of such Option or SAR.
ARTICLE IX
STOCK AWARDS
9.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom a Stock Award is to be made and will
specify the number of shares of Common Stock covered by the award.
9.02. Vesting. The Administrator, on the date of the award, may prescribe that
a Participant's rights in the Stock Award shall be forfeitable or otherwise
restricted for a period of time set forth in the Agreement. By way of example
and not of limitation, the restrictions may postpone transferability of the
shares or may provide that the shares will be forfeited if the Participant
separates from the service of the Company and its Related Entities before the
expiration of a stated term or if the Company, the Company and its Related
Entities or the Participant fails to achieve stated objectives.
<PAGE>
9.03. Change in Control. Section 9.02 to the contrary notwithstanding, on and
after a Control Change Date or the first day following a tender offer or
exchange offer for shares of Common Stock (other than one made by the Company),
provided that shares are acquired pursuant to such offer, each Stock Award will
become transferable and nonforfeitable thereafter in accordance with the terms
of the applicable Agreement.
9.04. Shareholder Rights. Prior to their forfeiture (in accordance with the
terms of the Agreement and while the shares of Common Stock granted pursuant to
the Stock Award may be forfeited), a Participant will have all rights of a
shareholder with respect to a Stock Award, including the right to receive
dividends and vote the shares; provided, however, that (i) a Participant may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of
Common Stock granted pursuant to a Stock Award, (ii) the Company shall retain
custody of the certificates evidencing shares of Common Stock granted pursuant
to a Stock Award, and (iii) the Participant will deliver to the Company a stock
power, endorsed in blank, with respect to each Stock Award. The limitations set
forth in the preceding sentence shall not apply after the shares of Common Stock
granted under the Stock Award are, in accordance with the terms of the
applicable Agreement, transferable and no longer forfeitable.
<PAGE>
ARTICLE X
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Stock Awards, Options and SARs
may be granted under this Plan shall be proportionately adjusted, and the terms
of outstanding Stock Awards, Options, and SARs shall be adjusted, as the
Committee shall determine to be equitably required in the event that (a) the
Company (i) effects one or more stock dividends, stock split-ups, subdivisions
or consolidations of shares or (ii) engages in a transaction to which Section
424(a) of the Code applies or (b) there occurs any other event which, in the
judgment of the Committee necessitates such action. Any determination made under
this Article X by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, outstanding
Stock Awards, Options or SARs.
The Committee may make Stock Awards, may grant Options, and may grant SARs
in substitution for stock awards, stock options, stock appreciation rights, or
similar awards held by an individual who becomes an employee of the Company or a
Related Entity in connection with a transaction described in the first paragraph
of this Article X. Notwithstanding any provision of the Plan (other than the
limitation of Article V), the terms of such substituted Stock Awards and Option
or SAR grants shall be as the Committee, in its discretion, determines is
appropriate.
<PAGE>
ARTICLE XI
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel as
to such compliance. Any share certificate issued to evidence Common Stock when a
Stock Award is granted or for which an Option or SAR is exercised may bear such
legends and statements as the Administrator may deem advisable to assure
compliance with federal and state laws and regulations. No Option or SAR shall
be exercisable, no Stock Award shall be granted, no Common Stock shall be
issued, no certificate for shares shall be delivered, and no payment shall be
made under this Plan until the Company has obtained such consent or approval as
the Administrator may deem advisable from regulatory bodies having jurisdiction
over such matters.
<PAGE>
ARTICLE XII
GENERAL PROVISIONS
12.01. Effect on Employment. Neither the adoption of this Plan, its operation,
nor any documents describing or referring to this Plan (or any part thereof)
shall confer upon any individual any right to continue in the employ or service
of the Company or a Related Entity or in any way affect any right and power of
the Company or a Related Entity to terminate the employment or service of any
individual at any time with or without assigning a reason therefor.
12.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be represented by grants under this Plan. Any liability of the
Company to any person with respect to any grant under this Plan shall be based
solely upon any contractual obligations that may be created pursuant to this
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
12.03. Disposition of Stock. A Participant shall notify the Administrator of any
sale or other disposition of Common Stock acquired pursuant to an Option that
was an incentive stock option if such sale or disposition occurs (i) within two
years of the grant of an Option or (ii) within one year of the issuance of the
Common Stock to the Participant. Such notice shall be in writing and directed to
the Treasurer of the Company.
<PAGE>
12.04. Rules of Construction. Headings are given to the articles and sections of
this Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law
12.05. Employee Status. For purposes of determining the applicability of Section
422 of the Code (relating to incentive stock options), or in the event that the
terms of any Option or SAR provide that it may be exercised only during
employment or continued service or within a specified period of time after
termination of employment or service, the Administrator may decide to what
extent leaves of absence for governmental or military service, illness,
temporary disability, or other reasons shall not be deemed interruptions of
continuous employment or service. In the event that the terms of any Stock Award
provide that shares may become transferable and nonforfeitable thereunder only
during employment, within a specified period of time after termination of
employment or continued service or after completion of a specified period of
employment or service, the Administrator may decide in each case to what extent
leaves of absence for governmental or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions of continuous
employment or service.
12.06. Tax Withholding. Each Participant shall be responsible for satisfying any
income and employment tax withholding obligation attributable to participation
in this Plan. In accordance with procedures established by the Administrator, a
Participant may surrender shares of Common Stock, or receive fewer shares of
Common Stock than otherwise would be issuable, in satisfaction of all or part of
that obligation.
<PAGE>
12.07. Limitation on Benefits.
(a) Despite any other provision of this Plan, if Company's independent
accounting firm (the "Accounting Firm") determines that receipt of benefits or
payments under this Plan would subject a Participant to tax under Code section
4999, it must determine whether some amount of the benefits or payments would
meet the definition of a "Reduced Amount." If the Accounting Firm determines
that there is a Reduced Amount, the total benefits and payments must be reduced
to such Reduced Amount, but not below zero.
(b) If the Accounting Firm determines that the benefits and payments
should be reduced to the Reduced Amount, the Company must promptly notify
Participant of that determination, including a copy of the detailed calculations
by the Accounting Firm. All determinations made by the Accounting Firm under
this section are binding upon the Company and Participant.
(c) It is the intention of the Company and the Participant to reduce the
benefits and payments under this Plan only if the aggregate Net After Tax
Receipts to Participant would thereby be increased. As a result of the
uncertainty in the application of Code section 4999 at the time of the initial
determination by the Accounting Firm under this section, however, it is possible
that amounts will have been paid or distributed under the Plan to or for the
benefit of Participant which should not have been so paid or distributed
("Overpayment") or that additional amounts which will not have been paid or
distributed under the Plan to or for the benefit of Participant could have been
so paid or distributed ("Underpayment") - in each case, consistent with the
calculation of the Reduced Amount. If the Accounting Firm, based either upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
Participant which the Accounting Firm believes has a high probability of success
or controlling precedent or other substantial authority, determines that an
Overpayment has been made, any such Overpayment must be treated for all purposes
as a loan ab initio to which Participant must repay to the Company together with
interest at the applicable federal rate under Code section 7872(f)(2); provided,
however, that no such loan may be deemed to have been made and no amount shall
be payable by Participant to the Company if and to the extent such deemed loan
and payment would not either reduce the amount on which Employee is subject to
tax under Code section 1 or 4999 or generate a refund of such taxes. If the
Accounting Firm, based upon controlling precedent or other substantial
authority, determines that an Underpayment has occurred, the accounting Firm
must promptly notify the Plan's administrator of the amount of the Underpayment.
<PAGE>
(d) For purposes of this section, (i) "Net After Tax Receipt" means the
Present Value of a payment or benefit under this Plan net of all taxes imposed
on Participant with respect thereto under Code sections 1 and 4999, determined
by applying the highest marginal rate under Code section 1 which applied to the
Participant's taxable income for the immediately preceding taxable year; (ii)
"Present Value" means the value determined in accordance with Code section
280G(d)(4); and (iii) "Reduced Amount" means the smallest aggregate amount of
all payments or benefit under this Plan which (a) is less than the sum of all
payments or benefit under this Plan and (b) results in aggregate Net After Tax
Receipts which are equal to or greater than the Net After Tax Receipts which
would result if the aggregate payments or benefit under this Plan were any other
amount less than the sum of all payments or benefit under this Plan.
ARTICLE XIII
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of Common
Stock that may be issued under the Plan or (ii) the amendment changes the class
of individuals eligible to become Participants. No amendment shall, without a
Participant's consent, adversely affect any rights of such Participant under any
outstanding Stock Award or under any Option or SAR outstanding at the time such
amendment is made.
ARTICLE XIV
DURATION OF PLAN
No Stock Award, Option or SAR may be granted under this Plan more than ten
years after the earlier of the date that the Plan is adopted by the Board or the
date that the Plan is approved by shareholders as provided in Article XV. Stock
Awards, Options and SARs granted before that date shall remain valid in
accordance with their terms.
<PAGE>
ARTICLE XV
EFFECTIVE DATE OF PLAN
Stock Awards, Options and SARs may be granted under this Plan upon its
adoption by the Board, provided that no Stock Award, Option or SAR will be
effective unless this Plan is approved by a majority of the votes entitled to be
cast by the Company's shareholders, voting either in person or by proxy, at a
duly held shareholders' meeting within twelve months of such adoption.
Exhibit 4.2
CITY HOLDING COMPANY
AMENDMENT NO. 1 TO
1993 STOCK INCENTIVE PLAN
This Amendment No. 1, dated as of September 23, 1999, to the City Holding
Company 1993 Stock Incentive Plan, recites and provides as follows:
At the annual meeting held on May 10, 1999 the shareholders of City
Holding Company (the "Company") voted to amend the Company's 1993 Stock
Incentive Plan (the "Plan"), pursuant to Article XIII of the Plan, to increase
the aggregate number of shares of the Company's Common Stock that may be issued
under the Plan by 1,000,000 shares. This amendment therefore increases the
number of reserved shares under the Plan from 399,300 (including 300,000 shares
originally authorized and 99,300 additional shares issuable pursuant to
provisions of the Plan automatically increasing the number of authorized shares
as a result of stock dividends) to 1,399,300.
NOW, THEREFORE, the following Amendment to the Plan is hereby adopted:
The third sentence in Article V of the Plan is deleted in its entirety and the
following sentence is substituted in its place:
The maximum aggregate number of shares of Common Stock that may be issued
pursuant to the exercise of Options and SARs and the grant of Stock Awards
under this Plan is 1,399,300.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be
executed as of the date first above written.
CITY HOLDING COMPANY
By: /s/ Robert A. Henson
----------------------------
Robert A. Henson
Chief Financial Officer
Exhibit 5.1
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Plaza - East Tower
Richmond, Virginia 23229
September 23, 1999
Board of Directors
City Holding Company
25 Gatewater Road
Charleston, West Virginia 25313
Registration Statement on Form S-8
City Holding Company 1993 Stock Incentive Plan
Gentlemen:
We are acting as counsel for City Holding Company (the "Company") in
connection with its registration under the Securities Act of 1933 of 1,000,000
shares of its common stock (the "Shares") which are proposed to be offered and
sold as described in the Company's Registration Statement on Form S-8 for the
City Holding Company 1993 Stock Incentive Plan (the "Registration Statement") to
be filed today with the Securities and Exchange Commission (the "Commission").
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of West Virginia.
2. The Shares have been duly authorized and, when the Shares have been
offered and sold as described in the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-________) pertaining to the City Holding Company 1993 Stock
Incentive Plan of our report dated February 5, 1999, with respect to the
consolidated financial statements of City Holding Company incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
Charleston, West Virginia /s/ Ernst & Young LLP
September 20, 1999
