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Section 1: 8-K (8-K)

Document
false0000726854 0000726854 2020-01-22 2020-01-22
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): January 22, 2020

402392545_a92019chcodivimage1a01.jpg
CITY HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 0-11733

West Virginia
55-0619957
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
 
25 Gatewater Road, Cross Lanes, West Virginia 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):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
symbol(s)
 
Name of each exchange on which registered
Common Stock $2.50 Par Value
 
CHCO
 
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


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Section 8 - Other Events

Item 8.01    Other Events.

On January 22, 2020, City Holding Company (“Company”), parent company of City National Bank of West Virginia (“Bank”), issued a news release, attached as Exhibit 99.1, announcing that the Bank had entered into an agreement to sell 86,605 shares of Visa Inc. Class B common stock at a pre-tax gain of approximately $17.8 million on January 17, 2020.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits
99.1



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.

Dated: January 22, 2020
City Holding Company
 
 
 
 
By: 
/s/ David L. Bumgarner
 
David L. Bumgarner
 
Executive Vice President & Chief Financial Officer




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Section 2: EX-99.1 (EXHIBIT 99.1, VISA PRESS RELEASE)

Exhibit

Exhibit 99.1


NEWS RELEASE


For Immediate Release
January 22, 2020

For Further Information Contact:
Charles R. Hageboeck, Chief Executive Officer and President
(304) 769-1102

City Holding Company Announces Pre-Tax Gain of
$17.8 Million on Sale of Visa Inc. Class B Shares

Charleston, West Virginia – City Holding Company (“Company” or “City”) (NASDAQ:CHCO), a $5.0 billion bank holding company headquartered in Charleston, West Virginia, and parent company of City National Bank of West Virginia (“Bank”), today announced that the Bank had entered into an agreement to sell 86,605 shares of Visa Inc. Class B common stock at a pre-tax gain of approximately $17.8 million on January 17, 2020.

In March 2008, City National Bank received approximately 150,000 shares of Visa U.S.A., Inc. as part of its membership interest. Approximately 63,000 shares were redeemed as part of Visa’s initial public offering in 2008 and 86,605 shares were held as Visa Class B shares. The carrying value of the Visa Class B shares on the Company’s balance sheet was $0, as the Bank had no historical cost basis in the shares. This transaction is expected to settle in January 2020 and will be reported as a gain in the Company’s first quarter 2020 results.

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