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)
November
21, 2007
CITY
HOLDING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-17733
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West
Virginia
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55-0169957
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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25
Gatewater Road, Cross Lanes, WV 25313
(Address
of Principal Executive Offices, Including Zip Code)
304-769-1100
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Section
8 – Other Events
Item
8.01 Other Events.
On
October 3, 2007, Visa Inc. (“Visa”) announced that it had completed
restructuring transactions in preparation for its initial public offering
(“IPO”), which is expected to occur in the first half of 2008. As part of this
restructuring, City Holding Company (“City”) received approximately 150,000
Class USA shares of Visa common stock. It is anticipated that some of these
shares will be redeemed as part of the IPO with the remaining shares converted
to Class A shares on the third anniversary of the IPO or upon Visa’s
settlement of certain litigation matters, whichever is later. Visa is expected
to apply a portion of the proceeds from the IPO to fund an escrow account to
cover certain litigation judgments and settlements.
On
November 7, 2007, Visa announced that it had reached a settlement with
American Express related to an antitrust lawsuit that originated in 2004. The
settlement is subject to certain approvals. City was not a named
defendant in this lawsuit and, therefore, will not be directly liable for any
amount of the settlement. However, in accordance with Visa’s by-laws, City may
be required to share in certain losses incurred by Visa. Due to City’s
membership interest in Visa, a liability of approximately $725,000, or $.03
per
diluted common share, representing City’s share of the settlement, will be
recorded during the fourth quarter of 2007. In the event the IPO occurs as
planned, City anticipates that Visa’s escrow account, described above, will be
sufficient to settle such litigation judgments and settlements, and the
liability recorded on City’s books would no longer be required.
City
sold its
retail credit card portfolio during the fourth quarter of 2006 and sold its
merchant card agreements during the first quarter of 2007 and is no longer
directly involved in servicing retail or merchant credit cards.
Signatures
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.
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Dated:
November 21, 2007
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City
Holding Company
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By:
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/s/
David L. Bumgarner
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David
L. Bumgarner
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Chief
Financial Officer
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