<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT
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Pursuant to Section 15(d) of the
Securities Act of 1934
For the year ended December 31, 1999
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City Holding Company
Profit Sharing and 401(k) Plan
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City Holding Company
25 Gatewater Road
Cross Lanes, West Virginia 25313
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<PAGE>
FORM 11-K
CITY HOLDING COMPANY
PROFIT SHARING AND 401(K) PLAN
December 31, 1999
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The following financial statements and schedules of the Plan are included
herein:
<TABLE>
<S> <C>
Report of Independent Auditors 1
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1999
and 1998 3
Notes to Financial Statements 4-7
Schedule H, Line 4(i) - Supplemental Schedule of Assets Held for Investment Purposes at End of
Year 9
Schedule H, Line 4(j) - Supplemental Schedule of Reportable Transactions 10
</TABLE>
Item 9(b) - Exhibits:
Exhibit 24(c) - Consent of Independent Auditors
<PAGE>
Report of Independent Auditors
Board of Directors
City Holding Company
We have audited the accompanying statements of net assets available for benefits
of City Holding Company Profit Sharing and 401(k) Plan (the Plan) as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended in conformity with accounting principles
generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes at end of year as of December 31, 1999, and
reportable transactions for the year then ended are presented for the purpose of
additional analysis and are not part of the financial statements, but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Ernst & Young LLP
June 23, 2000
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1999 1998
---------------------------------------
<S> <C>
Assets
Cash and cash equivalents $ 59,194 $ 67,219
Investments at fair value:
Mutual and commingled funds 6,356,692 6,000,823
Common stock of City Holding Company 3,313,322 6,728,015
Participant loans 248,440 286,388
Receivables:
Employer contributions 58,242 -
Participant contributions 141,947 -
Other 1,826 -
---------------------------------------
Net assets available for benefits $10,179,663 $13,082,445
=======================================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
1999 1998
---------------------------------------
<S> <C>
Contributions and income:
Contributions from employer $ 722,421 $ 428,085
Contributions from employee 1,666,643 2,347,521
Interest and dividends 693,028 502,127
---------------------------------------
Total contributions and income 3,082,092 3,277,733
Deductions:
Benefit payments 1,634,737 1,023,579
Administrative expenses - 250
---------------------------------------
Total deductions 1,634,737 1,023,829
---------------------------------------
Net additions 1,447,355 2,253,904
Net realized and unrealized losses (4,350,137) (1,549,732)
Net assets available for benefits at beginning of year 13,082,445 12,378,273
---------------------------------------
Net assets available for benefits at end of year $10,179,663 $13,082,445
=======================================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Notes to Financial Statements
December 31, 1999
1. Significant Accounting Policies
Basis of Accounting
The accounting records of the City Holding Company Profit Sharing and 401(k)
Plan (the Plan) are maintained on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from these estimates.
Investments
The Plan estimates the fair value of its investment in City Holding Company
common stock based on the stock's quoted trade price. Investments in mutual and
commingled funds are valued at the Plan's proportionate share of the quoted fair
value of net assets in each fund as of December 31, 1999 and 1998.
Group Annuity Contract: The group annuity contract represents an investment in a
Deposit Administration Fund maintained by an insurance company and is included
in the Mutual and Commingled funds on the Statement of Net Assets Available for
Benefits. Interest is credited to the Fund, compounded annually, and is
determined by annual interest rates which will not be less than the following
(as specified in the contract):
Interest Rate Contract Year
---------------------------------------------------------------
5.50% 1998
5.00% 1999
At least 30 days prior to the expiration of the interest guarantees, the
Hartford Life Insurance Company shall advise the Plan of new interest guarantees
that apply to the contract. In addition to the interest guarantees above, a
long-term guaranteed interest rate of 3% applies to all contributions and
earnings received, and applies for the life of the contract. The group annuity
contract is valued at cost plus reinvested income, which approximates fair
value. Participant directed transfers may be made under the contract. Such
transfers will not be subject to withdrawal charges, market value adjustments,
or penalties provided that the amount of the withdrawal, when added to the sum
of all withdrawals during the preceding 12 months, does not exceed 12% of the
balance of the fund 12 months earlier. Such withdrawals are subject to the
consent of the insurance company.
4
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
Each participant may designate the percentage of his or her contributions to be
invested into any of the five investment options, offered by the Plan.
Reclassification
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
2. Description of Plan
The following description of the Plan provides general information. Participants
should refer to the summary Plan description for a complete description of the
Plan's provisions. The Plan, which was adopted and became effective January 1,
1991, is a defined contribution savings and profit sharing plan covering all
employees of City Holding Company and its subsidiaries (the Company) who have
completed one year of service and have attained the age of 21. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
The Company's contribution consists of a 50% match of the first 6% of each
eligible participant's contribution. Matching contributions are made with common
stock of the Plan sponsor, City Holding Company.
Participants may elect to contribute, on a salary-deferral basis, up to 15% of
annual compensation, subject to federal income tax limits. Included in
participant contributions are approximately $42,000 and $522,000 in 1999 and
1998, respectively, of participant account balances rolled-over from previous
employer plans and approximately $923,000 in 1998 transferred in as a result of
three plan mergers during the year due to Company acquisitions.
Vesting
Participants are immediately fully vested in their voluntary contributions and
employer matching contributions, plus actual earnings thereon. A participant
becomes vested in discretionary profit sharing contributions as follows:
<TABLE>
<CAPTION>
Vested Percentage of
Years of Service Employer Contributions
-----------------------------------------------------------------
<S> <C>
Less than 2 0%
3 20
4 40
5 60
6 80
7 or more 100
</TABLE>
5
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
There were no discretionary profit sharing contributions during 1999 or 1998.
Forfeitures of terminated participants' non-vested account balances are
allocated to eligible participants who are employed on December 31 of each year
based on their annual compensation.
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in the accounts.
Benefits
Benefits, representing each participant's share in the Plan, are generally
payable upon the participating employee's death, retirement, disability, or
separation from the Company. Benefits are payable in the form of cash, stock, or
a combination thereof.
3. Federal Income Taxes
The Plan has received a determination letter from the Internal Revenue Service
dated August 27, 1992, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the Plan is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with the
Code to maintain its qualification. The Plan Administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and is tax exempt.
4. Related Party Transactions
The Company provides certain accounting and administrative services to the Plan
without charge. The Company also pays certain administrative costs on behalf of
the Plan, including legal and accounting fees.
6
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
5. Investments
During 1999 and 1998, the Plan's five investments (including investments
purchased, sold as well as held during the year) appreciated in fair value as
determined by quoted market prices as follows:
<TABLE>
<CAPTION>
Net Realized and Unrealized
Appreciation (Depreciation) in
Fair Value of Investments
1999 1998
---------------------------------------------
<S> <C>
Group Annuity Contract $ - $ -
Common Stock (4,216,995) (1,971,975)
Mutual and Commingled Funds (133,142) 422,243
---------------------------------------------
Total $(4,350,137) $(1,549,732)
=============================================
</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
--------------------------------------
<S> <C>
City Holding Company Common Stock $3,313,322* $6,728,015*
Fidelity Advisor Short Fixed Income Fund 650,433 522,634
Fidelity Advisor Growth Opportunity Fund 2,848,009 2,787,705
Fidelity Advisor Balanced Fund 1,552,641 1,298,649
Group Annuity Contract 925,438 1,027,883
</TABLE>
* Non Participant Directed
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
------------------------------------
<S> <C>
Net assets:
City Holding Company Common Stock $3,313,322 $6,728,015
Cash and cash equivalents (13,568) 3,443
Contribution receivable 91,217 -
Other (7,869) (862)
------------------------------------
Total $3,383,102 $6,730,596
====================================
</TABLE>
7
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
December 31
1999 1998
------------------------------------
<S> <C>
Change in net assets:
Contributions from employer $ 722,421 $ 428,085
Contributions from employee 479,667 628,004
Interfund transfers 131,716 113,175
Interest and dividends 181,283 150,807
Net realized and unrealized depreciation in fair value (4,216,995) (1,971,975)
Distribution to participants (645,586) (599,210)
------------------------------------
Net change $(3,347,494) $(1,251,114)
====================================
</TABLE>
8
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Plan 002 EIN 550619957
Schedule H, Line 4(i) - Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Current
Shares/Units Description Cost Value
--------------------------------------------------------------------------------------------------------------------
<S> <C>
Common stock:
236,666 City Holding Company Common Stock* $5,997,576 $3,313,322
Investments in mutual or commingled funds:
71,398 Fidelity Advisor Short Fixed Income Fund NR 650,433
61,038 Fidelity Advisor Growth Opportunity Fund NR 2,848,009
85,076 Fidelity Advisor Balanced Fund NR 1,552,641
16,001 Fidelity Advisor Overseas Fund NR 380,171
925,438 Group Annuity Contract NR 925,438
------------------------------------
- 6,356,692
Cash and cash equivalents NR 59,194
Participant loans (6% to 10.21%) - 248,440
------------------------------------
Total $5,997,576 $9,977,648
====================================
</TABLE>
* - Party-in-interest
NR - Not required
9
<PAGE>
City Holding Company
Profit Sharing and 401(k) Plan
Plan 002 EIN 550619957
Schedule H, Line 4(j) - Schedule of Reportable Transactions
Year Ended December 31, 1999
<TABLE>
<CAPTION>
Number Total Number Total Total
of Cost of Cost Proceeds Gain
Units of Units of from on
Purchased Purchase Sold Sales Sales Sales
-----------------------------------------------------------------------
<S> <C>
Category (iii)--Series of Transactions in Excess of 5% of Plan Assets
City Holding Company Common Stock 60,351 $1,444,498 30,701 $396,440 $623,757$227,317
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1999.
10
<PAGE>
Pursuant to the requirements of the Securities and Exchange Act of 1934, City
Holding Company has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
City Holding Company Profit
Sharing and 401(k) Plan
/s/ Robert A. Henson
------------------------------
Mr. Robert A. Henson
Plan Administrator
June 23, 2000
