<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Amendment No. 1)
For Annual and Transition Reports Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1999.
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period __________ to __________.
Commission File Number 0-11733
CITY HOLDING COMPANY
(Exact name of registrant as specified in its charter)
West Virginia 55-0619957
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
25 Gatewater Road
Charleston, West Virginia 25313
(Address of principal offices)
Registrant's telephone number,
including area code: (304) 769-1100
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered:
Common Stock, $2.50 par value The Nasdaq Stock Market
- ---------------------------------- ------------------------------------------
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such filing
requirements for the past 90 days. [x] Yes [_] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. [_]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant based on the closing price as of March 27, 2000 (Registrant has
assumed that all of its executive officers and directors are affiliates. Such
assumption shall not be deemed to be conclusive for any other purpose.):
Aggregate Market Value -- $186,725,208
- ---------------------------------------
The number of shares outstanding of the issuer's common stock as of March 27,
2000:
Common Stock, $2.50 Par Value - 16,874,836 shares
- -------------------------------------------------
None of the following documents are incorporated by reference into this Form
10-K/A: (1) any proxy or information statement, or (2) any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The Company
does incorporate by reference a portion of its annual report to security holders
for the fiscal year ended December 31, 1999 into Part III, Item 13 of this Form
10-K/A.
<PAGE>
This Amendment No. 1 to Form 10-K supplements and amends the Annual Report on
Form 10-K for the year ended December 31, 1999 (the "Form 10-K"), filed on
April 14, 2000, of City Holding Company, a West Virginia corporation (the
"Company"). Capitalized terms used and not otherwise defined herein have the
meanings set forth in the Form 10-K.
<PAGE>
PART III
Item 10. Directors and Executive Officers of Registrant
The text of Item 10. of the Form 10-K is hereby amended and restated
in its entirety as follows:
The Directors of the Company are:
<TABLE>
<CAPTION>
Name Age Business Experience
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Directors Whose Terms Expire in 2000:
James E. Songer, Sr. 69 Director - Horizon Bancorp , Beckley, WV from 1985
Director since 1999 - 1998 (Financial Services) Vice President -
Homeseekers LLC, Beckley WV (Real Estate);
President - Songer Insurance, Inc., Beckley, WV
(Insurance); President - Sunset Memorial Park,
Inc. until 1997 (Perpetual Care)
Mark H. Schaul 69 President - Charmar Realty Company, Charleston, WV
Director since 1976
David W. Hambrick 57 Director - Horizon Bancorp, Beckley, WV from 1993
Director since 1999 - 1998; Executive Vice President - Greenbrier
Valley National Bank, Lewisburg, WV until 1999;
Director - First National Bank in Marlinton,
Marlinton, WV until 1999; Executive Vice President
- Horizon Bancorp, Inc., Beckley, WV until 1998;
Chief Financial Officer - Horizon Bancorp, Inc.,
Beckley, WV until 1996
Frank S. Harkins, Jr. 60 Chairman of the Board and Chief Executive Officer
Director since 1999 - Horizon Bancorp, Inc., Beckley, WV until 1998;
Director - National Bank of Summers of Hinton,
Hinton, WV until 1999; Director - Greenbrier
Valley National Bank, Lewisburg, WV until 1999;
Director, President, and Chief Executive Officer
--Bank of Raleigh, Beckley, WV until 1999;
Director - The Twentieth Street Bank, Inc.,
Huntington, WV until 1999
Dr. D. K. Cales 70 Dentist, Rainelle, WV; Majority owner of Center
Director since 1990 Chevrolet, Rainelle, WV (Automobile Dealership);
Part-owner of BCL, Rainelle, WV (Real Estate);
Chairman of the Board - First State Bank and
Trust, Rainelle, WV until 1997
Albert M. Tieche, Jr. 46 Director - Horizon Bancorp, Inc., Beckley, WV from
Director since 1999 1992 - 1998; Administrator and Treasurer - Beckley
Hospital, Inc., Beckley, WV until 1997; President
- BHI, Inc. (surviving corporation of Beckley
Hospital Inc.), Beckley, WV; Director - Bank of
Raleigh, Beckley, WV until 1999
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Phillip W. Cain 47 Executive Vice President - City National Bank;
Director since 1999 Executive Vice President, Chief Executive Officer
and Director - First National Bank of Marlinton,
Marlinton, WV until 1999
Directors Whose Terms Expire in 2001:
Leon K. Oxley 51 Partner - Frazier & Oxley, LC, Huntington, WV (Law
Director since 1997 Firm); Treasurer and Part Owner - Seneca Woods
Company; Treasurer and Part Owner - Ginos Pizza of
Logan, Chapmanville, Oceana & Man; Secretary and
Part Owner - Myers Drilling Company; President and
Director - The Old National Bank of Huntington,
Huntington, WV until 1997
William C. Dolin 62 Director - Horizon Bancorp, Inc., Beckley, WV from
Director since 1999 1996 - 1998; President - Dolin Supply Co.,
Huntington, WV until 1998; President and Part
Owner - Land Co, LLC, Huntington, WV; Director -
The Twentieth Street Bank, Inc., Huntington, WV
until 1999; Director - Twentieth Bancorp, Inc.,
Huntington, WV until 1996
Carlin K. Harmon 63 Executive Vice President - City Holding Company,
Director since 1988 Charleston, WV from 1990 - 1999; President & Chief
Executive Officer - First State Bank and Trust,
Rainelle, WV until 1997
Steven J. Day 46 President, Chief Executive Officer and Director -
Director since 1988 City Holding Company and City National Bank,
Charleston, WV
Tracy W. Hylton, II 51 Director - Horizon Bancorp, Inc., Beckley, WV
Director since 1999 until 1998; President Eller, Inc., Beckley, WV
(Surface Mining); President - Gracie, Inc.,
Mabscott, WV (Land Leasing); President -
Lightning, Inc., Skelton, WV (Land Leasing); Vice
President - Nell Jean Enterprises, Inc., Beckley,
WV (Retail); President - Nell Jean Industries,
Inc., Mabscott, WV (Mine Supply); President - New
Land Leasing Company, Inc., Skelton, WV; President
- Patience, Inc., Skelton, WV (Surface Mining);
Secretary and Treasurer - Patton, Inc.; Member - T
& M, LLC, Beckley, WV; Executive Vice President -
WRM, Inc.; Member - Harper Hotel LLC, Beckley, WV
(Management Company)
Thomas L. McGinnis (1) 51 Executive Vice President - City National Bank,
Director since 1999 Charleston, WV; Director - Horizon Bancorp Inc.,
from 1996 - 1998; Vice President and Director -
Twentieth Bancorp, Inc., Huntington, WV until
1996; Executive Vice President and Director - The
Twentieth Street Bank, Inc., Huntington, WV until
1999
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
C. Dallas Kayser 48 C. Dallas Kayser, LC, Pt. Pleasant, WV (Law Firm);
Director since 1995 Owner - Twin Rivers Realty, Pt. Pleasant, WV (Real
Estate); Part Owner - Deerfield Development, Pt.
Pleasant, WV (Real Estate); Part Owner - Twin K,
Inc.; Director and Trustee - Pleasant Valley
Hospital, Inc., Pt. Pleasant, WV (Health Care);
Trustee - United Methodist Foundation of WV, Inc.
(Non-profit)
E. M. Payne, III 64 Director - Horizon Bancorp, Inc., Beckley, WV
Director since 1999 until 1998; Partner - File, Payne, Scherer & File,
Beckley, WV (Law Firm)
Directors Whose Terms Expire in 2002:
Samuel M. Bowling 62 Vice Chairman of the Board - City Holding Company,
Director since 1983 Charleston, WV; Chairman of the Board - City
Holding Company until 1998; President and Owner -
Dougherty Co., Inc., Charleston, WV (Mechanical
Contractor); Owner - S. M. Bowling, Inc.,
Charleston, WV; Owner - Bowling Enterprises, Inc.,
Charleston, WV
David E. Haden 61 President - RMI, ltd., a division of City National
Director since 1998 Bank, Charleston, WV;
R. T. Rogers 66 Director - Horizon Bancorp, Inc., Beckley, WV from
Director since 1999 1985 - 1998; President and Chief Executive Officer
- R. T. Rogers Oil Co., Hinton, WV (Oil and Fuel
Distributor); Director - National Bank of Summers
of Hinton, Hinton, WV until 1999
Jay C. Goldman 56 Mayor - City of Charleston, Charleston, WV;
Director since 1988 President - Goldman and Associates, Charleston, WV
(Real Estate)
Robert D. Fisher 47 Partner - Adams, Fisher & Evans, Ripley, WV (Law
Director since 1994 Firm)
Philip L. McLaughlin 59 Chairman of the Board - City Holding Company,
Director since 1999 Charleston, WV; Regional President (Allegheny
Region) - City National Bank, Charleston, WV;
President, Chief Operating Officer and Director -
Horizon Bancorp, Inc., Beckley, WV until 1998;
President, Chief Executive Officer and Director -
Greenbrier Valley National Bank, Lewisburg, WV
until 1999; Director - First National Bank in
Marlinton, Marlinton, WV until 1999; Director -
Bank of Raleigh, Beckley, WV until 1999; Director
- The Twentieth Street Bank, Inc., Huntington, WV
until 1999
Hugh R. Clonch 60 President - Clonch Industries, Dixie, WV (Timber)
Director since 1995
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
B. C. McGinnis, III (1) 57 Vice Chairman of the Board - City Holding Company,
Director since 1999 Charleston, WV; Regional President (Tri-State
Region) - City National Bank, Charleston, WV;
Director and Executive Vice President- Horizon
Bancorp, Inc., Beckley, WV until 1998;President -
Twentieth Bancorp, Inc., Huntington, WV until
1996; President and Director - The Twentieth
Street Bank, Inc., Huntington, WV until 1999
</TABLE>
(1) B. C. McGinnis, III and Thomas L. McGinnis are brothers.
Committees of the Board of Directors and Meeting Attendance
The full Board of Directors met 13 times during the fiscal year ended
December 31, 1999. The Executive Committee, which consists of Hugh R. Clonch,
William C. Dolin, Robert D. Fisher, Jay C. Goldman, Tracy W. Hylton, II, C.
Dallas Kayser, E. M. Payne, III, R. T. Rogers and James E. Songer, Sr. met three
times during the fiscal year ended December 31, 1999. Additionally, the Board of
Directors has Nominating, Strategic Planning, Audit and Compensation committees.
No director attended fewer than 75% of the meetings of the Company's Board of
Directors, Executive Committee or Audit Committee. Each member of the
Compensation and Nominating Committees, respectively, attended each meeting held
during 1999.
During 1999, the Audit Committee included Mark Schaul, Chairman,
Robert D. Fisher, James E. Songer, Sr., and Albert M. Tieche, Jr., none of whom
is employed by the Company. The Committee met six times during 1999. The Audit
Committee recommends engagement of the independent auditors, considers the scope
of the audit, reviews the activities and recommendations made by the Company's
internal auditors, and considers comments made by the independent auditors with
respect to the Company's internal control structure.
During 1999, the Compensation Committee included William C. Dolin, Dr.
D. K. Cales, Robert T. Rogers and Jay C. Goldman, none of whom is employed by
the Company. The Compensation Committee makes recommendations to the Board with
respect to the compensation of executive officers and certain other officers who
participate in the Company's Stock Incentive Plan. The Committee met once during
1999.
In August of 1999, the Board of Directors formed a Strategic Planning
Committee to consider the long-term planning and strategic issues facing the
Company. This committee, consisting of Samuel M. Bowling, Hugh R. Clonch, C.
Dallas Kayser and James E. Songer, Sr. met four times during the fiscal year
ended December 31, 1999. Each member of the Committee attended each meeting held
during 1999.
The Nominating Committee is comprised of Samuel M. Bowling, Hugh R.
Clonch, William C. Dolin, Robert D. Fisher, Jay C. Goldman, Tracy W. Hylton, II,
C. Dallas Kayser, E. M. Payne, III, Robert T. Rogers, and James E. Songer, Sr.
Pursuant to the Company's Amended and Restated Bylaws, the Nominating Committee
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 less than 14 days and no more
than 50 days prior to the date of the 2001 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.
Compensation of Directors
In 1999, the Company's Directors who were members of the Executive
Committee were paid a fee of $3,500 per quarter, regardless of attendance. The
Company's Directors who were not members of the Executive Committee were paid
$1,500 per quarter, regardless of attendance. The Audit Committee and
Compensation Committee members were paid a fee of $500 for each committee
meeting attended. Directors who are also officers of the Company and its
subsidiaries receive no compensation for attendance.
<PAGE>
The Executive Officers of the Company are:
Name Age Business Experience
- --------------------------------------------------------------------------------
Steven J. Day 46 President and Chief Executive Officer -
City Holding Company and City National
Bank since 1990
Robert A. Henson 38 Chief Financial Officer - City Holding
Company since 1990
Matthew B. Call 42 Executive Vice President - City Holding
Company since 1998; Senior Vice
President - City Holding Company from
1994 - 1998
Larry L. Dawson 53 Senior Vice President - City Holding
Company since 1997; Chairman of the
Board, President and Chief Executive
Officer - WesBanco Bank Charleston,
Charleston, WV; Vice President -
WesBanco, Inc., Wheeling, WV until 1997
Carlin K. Harmon (1) 63 Executive Vice President - City Holding
Company, Charleston, WV from 1990 -
1999; President & Chief Executive
Officer - First State Bank and Trust,
Rainelle, WV until 1997
David J. Vida 33 President - City Mortgage Services, a
division of City National Bank,
Charleston, WV since 1997; Executive
Vice President - City Mortgage Services,
1996 - 1997; Vice President
Finance/Operations -Prime Financial
Corporation, Costa Mesa, California
(Mortgage Servicing) until 1996
John W. Alderman III 35 Senior Vice President and Chief Legal
Counsel -City Holding Company since
1998; Vice President and Chief Legal
Officer - City Holding Company, 1997 -
1998; Associate - Steptoe & Johnson,
Charleston, WV (Law Firm) until 1997
F. Eric Nelson, Jr. (2) 38 Treasurer and Investment Portfolio
Manager - City Holding Company since
1994
Peggy L. Schultz 52 Vice President - Marketing - City
Holding Company since 1997; Business
Development Officer - City Holding
Company 1993 - 1997
Victoria A. Evans 39 Senior Vice President - City Holding
Company since 1998; Vice President -
City Holding Company 1997 -1998;
Assistant Vice President - City Holding
Company 1993 - 1997
David E. Haden 61 President - RMI, ltd., a division of
City National Bank, Charleston, WV since
its acquisition; President - RMI, ltd.
since 1987
Joe L. Ellison 56 Regional President (Capitol Region) -
City National Bank; Regional President
(Ohio Valley
<PAGE>
Region) - City National Bank 1998 -
2000; President - Peoples Bank of Pt.
Pleasant, Pt. Pleasant, WV 1990 - 1997
Jeffrey D. Legge 36 Senior Vice President and Director of
Data Processing - City Holding Company
since 1998; Vice President of Data
Processing 1997 - 1998 Assistant Vice
President of Data Processing 1993 - 1997
(1) Carlin K. Harmon retired effective June 1999.
(2) F. Eric Nelson, Jr. resigned effective February 2000.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company's executive officers, directors and 10% shareholders are
required under the Securities and Exchange Act of 1934 (the "Exchange Act") to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Copies of these reports must also be furnished to City
Holding. Based solely upon the review of 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 1999, all filing requirements
applicable to its officers, directors and 10% shareholders were met, except with
respect to: Samuel M. Bowling made one late Form 4 filing; William C. Dolin made
one late Form 4 filing; Frank S. Harkins, Jr. made two late Form 4 filings; Leon
K. Oxley made one late Form 4 filing; Mark H. Schaul made one late Form 4
filing; Albert M. Tieche, Jr. made one late Form 4 filing; Larry L. Dawson made
one late Form 4 filing and Peggy L. Schultz made one late Form 4 filing.
<PAGE>
Item 11. Executive Compensation
The text of Item 11. of the Form 10-K is hereby amended and restated in its
entirety as follows:
Summary of Compensation
The following table sets forth the annual compensation for the Company's
Chief Executive Officer and its other most highly paid executive officers, as
well as the total compensation paid to each individual during the Company's last
three fiscal years:
Summary Compensation Table
Annual Compensation
-------------------
<TABLE>
<CAPTION>
(2) Securities
Name and (1) All Other Underlying
Principal Position Year Salary ($) Bonus ($) Compensation ($) Options (#)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Steven J. Day 1999 240,000 - 25,043 15,000
President, Chief Executive 1998 209,773 - 18,789 25,900
Officer and Director 1997 203,663 107,691 26,485 -
Philip L. McLaughlin 1999 180,000 - 17,082 15,000
Executive Vice President and 1998 175,534 23,182 1,600 2,777
Chairman of the Board 1997 173,229 4,400 800 3,666
Carlin K. Harmon 1999 76,678 - 411,736(3) -
Executive Vice President 1998 167,256 - 16,054 719
and Director 1997 162,384 86,053 24,021 -
Robert A. Henson 1999 150,000 - 24,084 15,000
Chief Financial Officer 1998 105,375 - 17,006 15,461
1997 102,306 55,123 24,953 -
Matthew B. Call 1999 150,000 - 24,965 15,000
Executive Vice President 1998 92,880 - 16,263 15,339
1997 90,175 40,526 23,536 -
John W. Alderman III 1999 128,750 - 20,780 -
Senior Vice President and 1998 128,750 - 16,331 15,143
Chief Legal Counsel 1997 83,333 35,000 - 7,500
</TABLE>
(1) Includes bonus awards under the Company's Incentive Plan.
(2) Includes the imputed value of life insurance benefits, automobile allowances
and Company matching and profit-sharing contributions under the Company's
Profit-Sharing and 401(k) Plan, which was implemented January 1, 1991, and
the Company's ESOP, which was implemented January 1, 1996.
(3) Mr. Harmon retired from the Company in June, 1999. Prior to his retirement,
Mr. Harmon served City Holding Company as an Executive Vice President since
1990 and, previously, as President and Chief Executive Officer of First
State Bank and Trust since 1972. Included in Mr. Harmon's other compensation
is $386,603 that was paid in 1999 as an inducement for early retirement.
<PAGE>
Summary of Stock Option Activity
The following table sets forth certain information concerning stock options
granted during 1999 to the named executive officers:
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Appreciation for
Individual Grants Option Term
- --------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price per Expiration
Name Granted 1999 Share Date 5% 10%
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Steven J. Day 15,000 6.30% 15.25 12/6/2004 $63,150 $139,650
Philip L. McLaughlin 15,000 6.30% 15.25 12/6/2004 63,150 139,650
Carlin K. Harmon - - - - - -
Robert A. Henson 15,000 6.30% 15.25 12/6/2004 63,150 139,650
Matthew B. Call 15,000 6.30% 15.25 12/6/2004 63,150 139,650
John W. Alderman, III - - - - - -
</TABLE>
The following table summarizes options exercised during 1999 and presents
the value of unexercised options held by the named executives at December 31,
1999:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Underlying Unexercised the-Money Options at
Options at Fiscal Year- Fiscal Year-End ($)
Shares Acquired on Value End (#) Exercisable (E)/ Exercisable (E)/
Name Exercise (#) Realized ($) Unexercisable (U) Unexercisable (U)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Steven J. Day - - 37,545 (E) -
19,014 (U) -
Philip L. McLaughlin 4,444 $16,589 22,108 (E) -
13,222 (U)
Carlin K. Harmon - - - -
Robert A. Henson - - 18,323 (E) -
19,014 (U) -
Matthew B. Call - - 16,533 (E)
19,014 (U)
John W. Alderman, III - - 15,745 (E) -
7,014 (U) -
</TABLE>
<PAGE>
Summary of Retirement Benefits
Stock Incentive Plan
- --------------------
Shares Subject to Option; Administration
The Company's Compensation Committee administers the Stock Incentive Plan.
The Committee may delegate its authority to administer the Stock Incentive Plan
to an officer of the Company. Under the Stock Incentive Plan, a total of
1,300,000 shares of Common Stock are available for grant. This limitation can be
adjusted, as the Compensation 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. Primarily due to stock dividends declared
in prior years, the maximum number of shares in the Stock Incentive Plan
currently total 1,399,300.
Eligibility
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.
Plan Benefits
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 Committee will fix the
option price 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 achieves 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.
Duration of Stock Incentive Plan
No option, SAR or stock award may be granted under the Stock Incentive Plan
after March 8, 2003.
Termination, Suspension, or Amendment of Stock Incentive Plan
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.
<PAGE>
Employee Benefit Plans
- ----------------------
Under the Company's Profit Sharing & 401(k) Plan (the "Plan"), a deferred
compensation plan under the Internal Revenue code, eligible participants,
including Messrs. Day, McLaughlin, Henson, Call and Alderman, may contribute
from 1% to 15% of pre-tax earnings to their Plan accounts. Contributions may be
invested in any of six investment options as selected by the participant,
including Company Common Stock. The Company matches, in its Common Stock, 50% of
the first 6% of earnings contributed by each participant. Although the profit
sharing features of this Plan remain intact, future profit sharing
contributions, if any, are expected to be made to the Employee Stock Ownership
Plan.
City Holding Company's Employees Stock Ownership Plan ("ESOP"), covers all
eligible employees, including Messrs. Day, McLaughlin, Henson, Call and
Alderman, who have completed one year of service and have attained the age of
21. The ESOP plan was created January 1, 1996, and includes both a Money
Purchase and a Stock Bonus feature. Annually, the Company will contribute to the
Money Purchase account an amount equal to 9% of eligible compensation. The Stock
Bonus account contributions are discretionary and are determined annually by the
Company's Board of Directors. For the year ended December 31, 1999, ESOP
contributions for Messrs. Day, McLaughlin, Henson, Call and Alderman equaled 9%
of the 1999 maximum contribution limit as set forth by the Internal Revenue
Service. Contributions to all executive officers of the Company aggregated
$148,000, and included contributions of $14,400, $12,500, $14,064, $14,153 and
$12,081, respectively to Messrs. Day, McLaughlin, Henson, Call and Alderman.
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, including the Company's Chief Executive Officer, Mr. Day,
for 1999:
<PAGE>
City Holding executives are generally 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.
Compensation under the Incentive Plan includes base salaries with
provisions for annual increases and bonuses, including stock options, based on
individual and corporate performance. Bonuses are paid one-half in cash and one-
half in Common Stock, while stock options are awarded at the Committee's
discretion. Maximum salary increases (as a percentage of the percentage increase
in the Consumer Price Index) and bonuses, including stock options, (as a
percentage of salary) are calculated under the Incentive Plan based upon
performance as measured by annual return on average assets and return on average
equity. The Committee believes that these ratios best measure performance that
is likely to translate into increased shareholder value. The Incentive Plan may
be amended or rescinded at any time. The Plan was suspended in 1999, due to the
operating results of the Company.
Base Salaries. Base salaries for Mr. Day, Mr. McLaughlin, Mr. Henson and
Mr. Call were determined in accordance with the minimum salary provisions of
their respective employment agreements. Base salaries for all other executives
were not increased in 1999.
Annual Bonuses. For performance in 1999, no bonus awards have been
granted.
Respectfully submitted,
Dr. D. K. Cales
William C. Dolin
Jay C. Goldman
Robert T. Rogers
Employment and Consulting Agreements
The Company has entered into employment agreements with Steven J. Day,
Philip L. McLaughlin, Robert A. Henson and Matthew B. Call (individually, the
"named executive"). The agreements specify terms of employment, including
compensation. The contracts were entered into on December 31, 1998 and terminate
on the day next preceding the fifth (for Messrs. Day and McLaughlin) and third
(for Messrs. Henson and Call) anniversary of the date of the contracts, except
that on each monthly anniversary date, the agreements are automatically extended
for an additional month. The agreements provide that if the named executive
voluntarily terminates his employment at any time after December 31, 1999, the
named executive will be entitled to receive annually 60% of his Termination
Compensation, as defined, until the earlier of (i) five years from the date on
which the named executive voluntarily terminates employment or (ii) the date on
which the named executive reaches age 65. In the event the named executive's
employment is terminated by the Company other than for "just cause", the named
executive will receive the highest amount of annual cash compensation received
during any of the preceding five calendar years in each year until the end of
the term of the agreement. In the event of a change of control of the Company,
the named executive may voluntarily terminate employment with the Company up
until twenty-four months after the change of control and be entitled to receive
in lump sum (i) any compensation due but not yet paid through the date of
termination and (ii) an amount equal to Termination Compensation multiplied by a
factor of 2.99.
The Company has also entered into an employment and consulting agreement
with Frank S. Harkins, Jr., a director. The agreement was entered into on
December 31, 1998 and specified a term of employment until June 1, 1999, with a
consulting arrangement comprising business development and retention activities
commencing on that date and continuing for five years thereafter. The agreement
specifies the terms of the employment and consulting arrangement, including
annual compensation of $200,000. In the event Mr. Harkins' employment or
consulting arrangement is terminated by the Company other than for "just cause",
Mr. Harkins will continue to receive the annual cash compensation in each year
until the end of the term of the agreement.
The Company has also entered into an employment agreement with John W.
Alderman, III. This agreement also specifies terms of employment, including
compensation. The contract was entered into on April 21, 1997, and terminates
forty-five months from that date. The agreement provides that the Company may
only terminate the employment of Mr. Alderman for good cause, as defined.
<PAGE>
Stock Performance Graph
- -----------------------
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to City Holding Company's shareholders
during the five-year period ended December 31, 1999, as well as an overall stock
market index (The Nasdaq Stock Market Index) and the Company's Peer Group. The
Peer Group consists of publicly-traded financial institutions over $1 billion
but less than $5 billion in assets headquartered in Ohio, Pennsylvania,
Virginia, Kentucky, and Maryland.
[GRAPH APPEARS HERE]
The Stock Performance Graph assumes $100 was invested on January 1, 1994.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The text of Item 12. of the Form 10-K is hereby amended and restated in its
entirety as follows:
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
pages, the Company's Common Stock has one vote per share on all matters except
the election of Directors.
The table below presents certain information as of the Record Date
regarding beneficial ownership of shares of Common Stock by Directors, nominees
for Director, named executive officers, and all Directors and executive officers
as a group. The Company knows of no person that owns more than 5% of the
outstanding Common Stock.
<TABLE>
<CAPTION>
Common Shares Aggregate
Sole Voting and Subject to a Percentage
Name of Beneficial Owner Investment Power Other (1) Right to Acquire (2) Owned
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Samuel M. Bowling 80,261 5,665 *
Phillip W. Cain 4,530 576 *
Dr. D. K. Cales 92,152 -- *
Hugh R. Clonch 19,378 91,985 *
Steven J. Day 35,676 22,805 37,545 *
William C. Dolin 125,262 1,413 *
Robert D. Fisher 9,983 -- *
Jay C. Goldman 10,983 333 *
David W. Hambrick 32,113 3,006 832 *
David E. Haden 61,932 762 *
Frank S. Harkins, Jr. 32,799 10,000 2,777 *
Carlin K. Harmon 43,719 -- *
Tracy W. Hylton II 12,019 -- *
C. Dallas Kayser 33,949 465 *
Bernard C. McGinnis III 98,325 403 *
Thomas L. McGinnis 100,113 417 *
Philip L. McLaughlin 32,291 370 22,108 *
Leon K. Oxley 32,803 58,400 *
E. M. Payne III 4,895 51,730 *
Robert T. Rogers 21,588 2,721 *
Mark H. Schaul 22,388 1,752 *
James E. Songer, Sr. 49,999 6,823 *
Albert M. Tieche, Jr. 30,000 -- *
Robert A. Henson 6,868 9,391 18,323 *
Matthew B. Call 2,724 2,665 16,533 *
John W. Alderman III 1,020 1,104 15,745 *
Directors and Executive
Officers as a group 1,012,118 302,285 157,447 8.72%
</TABLE>
________________________________________________________________________________
* Less than 1%.
(1) Includes shares (a) owned by or with certain relatives; (b) held in various
fiduciary capacities; (c) held by certain corporations; (d) held in trust
by the Company's 401(k) and Profit Sharing Plan; or (e) held in trust by
the Company's Employee Stock Ownership Plan (ESOP).
(2) Includes options to acquire shares of the Company's common stock that are
exercisable within 60 days.
<PAGE>
Item 13. Certain Relationships and Related Transactions
The text of Item 13. of the Form 10-K is hereby amended and restated in its
entirety as follows:
During 1999, 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. Additionally, NOTE SIX of Notes to Consolidated Financial Statements
appearing on page 29 of the Company's Annual Report to Shareholders for the year
ended December 31, 1999, included as Exhibit 13 to the Form 10-K filed by the
Company on April 14, 2000 is incorporated herein by reference.
The Company has entered into employment agreements and an employment and
consulting agreement with certain of its named executive officers and directors.
See "Employment and Consulting Agreements" above under Item 11 - Executive
Compensation.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
City Holding Company
-------------------------------
(Registrant)
/s/ Steven J. Day
-------------------------------
Steven Day,
President/Director
(Principal Executive Officer)
/s/ Robert A. Henson
-------------------------------
Robert A. Henson,
Chief Financial Officer
(Principal Financial Officer)
/s/ Michael D. Dean
-------------------------------
Michael D. Dean
Senior Vice President - Finance
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report on Form 10-K has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on May 1, 2000.
/s/ Samuel M. Bowling* /s/ D. K. Cales*
- --------------------------- ---------------------------
Samuel M. Bowling Dr. D. K. Cales
Director Director
/s/ Hugh R. Clonch* /s/ Robert D. Fisher*
- --------------------------- ---------------------------
Hugh R. Clonch Robert D. Fisher
Director Director
/s/ E. M. Payne III* /s/ Jay C. Goldman*
- --------------------------- ---------------------------
E. M. Payne III Jay C. Goldman
Director Director
<PAGE>
/s/ David E. Haden*
- ---------------------------- ----------------------------
David E. Haden Carlin K. Harmon
Director Director
/s/ C. Dallas Kayser* /s/ Leon K. Oxley*
- ---------------------------- ----------------------------
C. Dallas Kayser Leon K. Oxley
Director Director
/s/ Mark H. Schaul* /s/ Steven J. Day
- ---------------------------- ----------------------------
Mark H. Schaul Steven J. Day
Director Director/President
/s/ Philip L. McLaughlin*
- ---------------------------- ----------------------------
James E. Songer, Sr. Philip L. McLaughlin
Director Director
/s/ B. C. McGinnis III* /s/Tracy W. Hylton II*
- ---------------------------- ----------------------------
B. C. McGinnis III Tracy W. Hylton II
Director Director
/s/ Albert M. Tieche, Jr.*
- ---------------------------- ----------------------------
Albert M. Tieche, Jr. Phillip W. Cain
Director Director
/s/ William C. Dolin* /s/ David W. Hambrick*
- ---------------------------- ----------------------------
William C. Dolin David W. Hambrick
Director Director
/s/ Thomas L. McGinnis*
- ---------------------------- ----------------------------
Frank S. Harkins, Jr. Thomas L. McGinnis
Director Director
/s/ R. T. Rogers*
- ----------------------------
R. T. Rogers
Director
*By: /s/ Steven J. Day
----------------------------
Steven J. Day
Attorney-in-Fact
