SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 31, 1998
CITY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
West Virginia 0-17733 55-0619957
(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
25 Gatewater Road
P.O. Box 7520
Charleston, West Virginia 25313
(Address of principal executive offices)
(304) 769-1102
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective December 31, 1998, Horizon Bancorp, Inc., a West Virginia
corporation ("Horizon"), merged (the "Holding Company Merger") with and into
City Holding Company, a West Virginia corporation ("City Holding"), with City
Holding as the surviving corporation in the Holding Company Merger. The Holding
Company Merger was consummated pursuant to an Agreement and Plan of
Reorganization dated as of August 7, 1998, among City Holding and Horizon (the
"Agreement").
Pursuant to the Agreement, upon consummation of the Holding Company
Merger on December 31, 1998 (the "Effective Time"), each share of Horizon Common
Stock, $1.00 par value per share (the "Horizon Common Stock") which was issued
and outstanding at the Effective Time (other than shares held directly by City
Holding, which were canceled without payment therefore, and dissenters' shares),
was converted into the right to receive 1.111 shares (the "Exchange Ratio") of
City Holding's common stock ("City Holding Common Stock"), with cash being paid
in lieu of fractional shares. A copy of the press release announcing the closing
of the Holding Company Merger is filed as Exhibit 99.1 to this Current Report on
Form 8-K.
City Holding's Registration Statement on Form S-4 (Registration No.
333-64205), which was declared effective by the Securities and Exchange
Commission on November 5, 1998 (the "Registration Statement"), sets forth
certain information regarding the Holding Company Merger, City Holding and
Horizon, including, but not limited to, the date and manner of the Holding
Company Merger, a description of the assets involved, the nature and amount of
consideration paid by City Holding therefore, the method used for determining
the amount of such consideration, the nature of any material relationships
between City Holding and Horizon or any officer or director of Horizon or any
associate of any such officer or director, and the nature of the business of
City Holding and Horizon. In addition, the information set forth under Item 5 of
this Current Report on Form 8-K is incorporated herein by reference.
ITEM 5. OTHER EVENTS
Matters Related to the Holding Company Merger.
Board of Directors. At the Effective Time, the City Holding Board (the
"New Board") will initially be comprised of 24 directors, 12 having been
designated by City Holding and 12 having been designated by Horizon. The 12 City
Holding designees to the New Board are: Samuel M. Bowling, Dr. D. K. Cales, Hugh
R. Clonch, Jay Goldman, Robert D. Fisher, William M. Frazier, David E. Haden,
Carlin K. Harmon, C. Dallas Kayser, Leon K. Oxley, Mark H. Schaul and Steven J.
Day. The 12 Horizon designees to the New Board are Philip W. Cain, William C.
Dolin, David W. Hambrick, Frank S. Harkins, Jr., Tracy W. Hylton, II, B. C.
McGinnis III, Thomas L. McGinnis, Philip L. McLaughlin, E. M. Payne III, R. T.
Rogers, James E. Songer and Albert M. Tieche, Jr. City Holding's designees to
the New Board served on the City Holding Board. Horizon's designees to the New
Board served on the Horizon Board.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
City Holding has filed all required financial statements, pro forma
financial information and exhibits required by Item 2 hereof with the Securities
and Exchange Commission as part of the Registration Statement.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Text of press release, dated December 31, 1998,
with respect to the closing of the Holding Company
Merger.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
City Holding has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITY HOLDING COMPANY
January 12, 1999 /s/ Robert A. Henson
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Robert A. Henson
Chief Financial Officer
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Exhibit 99.1
City Holding Company and Horizon Bancorp, Inc. Complete Merger
CHARLESTON, W.Va., Dec. 31 /PRNewswire/ -- City Holding Company (Nasdaq: CHCO -
news) announced today that it had completed its merger with Horizon Bancorp,
Inc. (Nasdaq: HZWV - news), Beckley, West Virginia. In the merger, Bank of
Raleigh, First National Bank in Marlinton, Greenbrier Valley National Bank,
National Bank of Summers of Hinton, and The Twentieth Street Bank, banking
subsidiaries of Horizon, became wholly-owned subsidiaries of City Holding.
City Holding will issue 1.111 shares of City Holding common stock for each
outstanding share of Horizon common stock. Approximately 10,200,000 shares of
City Holding common stock are expected to be issued in the merger.
The City Holding Board of Directors will comprise 24 directors, 12 having been
designated by City Holding and 12 having been designated by Horizon. Steven J.
Day, President and Chief Executive Officer of City Holding and City National
Bank, will continue as City Holding's President and Chief Executive Officer.
Philip L. McLaughlin, President and Chief Operating Officer of Horizon, will
become Chairman of the Board of Directors of City Holding. Samuel M. Bowling,
Chairman of the Board of City Holding Company, will become Vice Chairman of City
Holding. Bernard C. McGinnis, Executive Vice President and Director of Horizon,
will become a Vice Chairman of City Holding.
After the merger City Holding will own City National Bank of West Virginia and
its non-banking divisions, Del Amo Savings Bank, FSB, City Financial Corporation
and the five banking subsidiaries of Horizon. City Holding is headquartered in
Charleston, West Virginia, and will have 58 financial services offices across
the states of West Virginia and Ohio.
