CITY HOLDING CO
8-K, 2000-05-17
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): May 15, 2000


                              CITY HOLDING COMPANY
             (Exact name of registrant as specified in its charter)


         West Virginia                   0-17733                55-0619957
         -------------                   -------                ----------
(State or other jurisdiction of   (Commission File No.)       (IRS Employer
 incorporation or organization)                           Identification Number)


                                25 Gatewater Road
                        Charleston, West Virginia, 25313
                    (Address of principal executive officers)


                                 (304) 769-1100
              (Registrant's telephone number, including area code)


                                 Not applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)

<PAGE>

     Item 5.  Other Events

     Attached  hereto as Exhibit 99 is a news release issued on May 15, 2000, by
City Holding Company ("the Company") announcing its second quarter 2000 dividend
of eight cents per share payable on June 15, 2000 to  shareholders  of record as
of June 1, 2000. The announced  dividend  represents a decrease of 60% from 1999
cash  dividends  on an  annualized  basis.  The  Company's  Board  of  Directors
determined  to reduce the  quarterly  dividend in  recognition  of the  expenses
associated  with the $6  million  addition  to the  allowance  for  loan  losses
(reflected  in the  restatement  of 1999  earnings),  coupled  with a decline in
earnings in the first  quarter  experienced  by the Company's  various  business
segments.

     Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

                  (a) Financial Statements                 None
                  (b) Pro Forma Financial Information      None
                  (c) Exhibits
                           99                              News Release issued
                                                           on May 15, 2000

     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           CITY HOLDING COMPANY


Date: May 17, 2000
                                           By: /s/ Michael D. Dean
                                           ----------------------------------
                                           Michael D. Dean
                                           Senior Vice President - Finance,
                                           Chief Accounting Officer and
                                           Duly Authorized Officer




                                                                     Exhibit 99


- --------------------------------------------------------------------------------
NEWS RELEASE

                                                           For Immediate Release
                                                                    May 15, 2000
For Further Information Contact:
Steven J. Day, President & CEO
(304) 769-1101


                         CITY HOLDING COMPANY ANNOUNCES
                          SECOND QUARTER 2000 DIVIDEND


     City Holding  Company  (NASDAQ:CHCO),  a $2.8 billion bank holding  company
headquartered  in  Charleston,  West  Virginia,  announced  its  second  quarter
dividend of 8 cents per share payable on June 15, 2000 to shareholders of record
as of June 1, 2000.  The  dividend  represents  a decrease of 60% from 1999 cash
dividends on an  annualized  basis.  The Board of Directors  has  determined  to
reduce the quarterly dividend in recognition of the expenses associated with the
$6  million  addition  to  the  allowance  for  loan  losses  (reflected  in the
restatement of 1999  earnings),  coupled with a decline in earnings in the first
quarter experienced by the Company's various business segments.

     Steven J. Day,  President and CEO, stated that, "The Board of Directors has
made this decision as a necessary  measure to strengthen the financial  position
of City  Holding  Company.  Both the Board and  management  continue  to work to
improve efficiencies in the Company's community banking segment and also to come
to a final resolution concerning the sale of our Specialty Finance Division."

     City Holding  Company is the parent  company of City  National Bank of West
Virginia,  Del Amo Savings Bank,  FSB,  Frontier  State Bank, and City Financial
Corporation. City National Bank, in addition to its banking divisions, operates:
City Mortgage Services, a retail originator, wholesaler and servicer of mortgage
loans;  RMI,  ltd.,  an  insurance  agency  offering a full  range of  insurance
products and services;  Jarrett/Aim  Communications,  a printing and direct mail
service  provider;  and  CityNet,  an internet  service  provider  and  web-site
development firm.

     City Holding Company common stock is publicly traded  "over-the-counter" on
The NASDAQ Stock Market under the symbol "CHCO".




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