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)
March
27, 2008
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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55-0619957
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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
1 – Registrant’s Business and Operations
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On March 27, 2008, City Holding Company
(the “Registrant”) completed a trust preferred securities financing in the
amount of $16.0 million. See Item 2.03 below. In
connection with the financing, the Registrant entered into an Indenture, a
Guarantee Agreement, and an Amended and Restated Trust Agreement.
Section
2 – Financial Information
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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On March 27, 2008, the Registrant
completed the private placement of $16.0 million Trust Preferred Securities
through its subsidiary, City Holding Capital Trust III, a Delaware statutory
trust (the “Trust”). The Trust issued and sold $16.0 million of
Capital Securities (the “Capital Securities”) in a private placement and issued
$495,000 of Trust common securities (the “Common Securities”) to the
Registrant. The Trust used the proceeds of these issuances to
purchase $16,495,000 of the Registrant’s Junior Subordinated Debt Securities due
2038 (the “Debentures”). The Debentures and the Capital Securities
will bear interest at a rate of three-month LIBOR Rate plus 3.50%, reset
quarterly. Distributions on the Debentures and the Capital Securities
are cumulative and will be payable quarterly. Interest payments are
due in March, June, September, and December. The Debentures are the
sole assets of the Trust and are subordinate to the Registrant’s senior
obligations. Concurrently with the issuance of the Debentures and the
Capital Securities, the Registrant issued a guarantee related to the Capital
Securities for the benefit of the holders.
The
Debentures mature in 30 years and are redeemable by the Registrant after five
years. In the event the financing is not eligible for treatment as Tier I
capital, and, subject to prior approval by the Federal Reserve Board, if then
required, the Debentures may be redeemed sooner than in five
years. Interest on the Debentures may be deferred at any time or from
time to time for a period not exceeding 20 consecutive quarterly payments (five
years), provided there is no event of default and the deferral does not extend
beyond June 15, 2038.
The
proceeds of the capital securities were used to fund the redemption on March 31,
2008 of all the Registrant's outstanding 9.15% trust preferred securities in the
amount of $16.0 million.
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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:
April 2,
2008
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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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