As filed with the U.S. Securities and Exchange Commission on
December 6, 2012October 18, 2016
Registration No.
333-333-213892
SECURITIES AND EXCHANGE COMMISSION
________________
Pre-Effective Amendment No. 1
REGISTRATION STATEMENT UNDERUNDER
THE SECURITIES ACT OF 1933
________________
(Exact
Namename of Registrant as
Specifiedspecified in its
Charter)charter) |
| | |
| West Virginia | | 55-0169957 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
25 Gatewater Road
Cross Lanes,
Charleston, West Virginia 25313
(304) 769-1100
(Address, including zip code, and telephone number, including area code,
of Registrant’s principal executive offices)
President and Chief Executive Officer
25 Gatewater Road
Cross Lanes,
Charleston, West Virginia 25313
(Name, address, including zip code, and telephone number, including area code, of agent for service for Registrant)
Copies to:
Michael G. Dailey, Esq.
Christian Gonzalez, Esq.
Dinsmore & Shohl LLP
255 E. Fifth St., Suite 1900
Cincinnati, Ohio 45202
(513) 977-8200
with copies to:Charles D. Dunbar, Esq.
Elizabeth Osenton Lord, Esq.
Jackson Kelly PLLC
500 Lee Street, East, 16th Floor
Charleston, West Virginia 25301
(304) 340-1000
Approximate date of commencement of proposed sale to the public:From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. box: ¨o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with the dividend or interest reinvestment plans, check the following box. box: xþ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨o If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment hereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨o If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one): | | | | | | |
Large accelerated filer | | ¨ | | Accelerated filer | | x |
| | | |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filero | Smaller reporting company o |
| | ¨ (Do(Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
Title of Each Class of Securities to be Registered | | Amount to be Registered(2) | | Proposed Maximum Price per Unit(3) | | Proposed Maximum
Aggregate Offering Price(4 ) | | Amount of
Registration Fee(1) |
City Holding Company: | | | | | | | | |
Common Stock | | | | | | | | |
Preferred Stock | | | | | | | | |
Warrants to purchase Common Stock | | | | | | | | |
Warrants to purchase Preferred Stock | | | | | | | | |
Units | | | | | | | | |
TOTAL: | | $100,000,000 | | | | $100,000,000 | | $13,640 |
|
|
|
| | | | |
| Title of each class of securities to be registered | Amount to be registered(1)(2)(3) | Proposed maximum price per unit(1)(2)(3) | Proposed maximum aggregate offering price(1)(2)(3) | Amount of registration fee(4) |
| Common Stock | | | | |
| Preferred Stock | | | | |
| Depositary Shares | | | | |
| Senior Debt Securities | | | | |
| Subordinate Debt Securities | | | | |
| Warrants | | | | |
| Units | | | | |
| | | | | |
| TOTAL: | $100,000,000 | | $100,000,000 | $0 |
|
| |
| (1) | Estimated in accordance withNot specified as to each class of securities to be registered pursuant to General Instruction II.D. of Form S-3. |
| (2) | This registration statement includes an indeterminate amount of each identified class of securities up to a proposed maximum aggregate offering price of $100,000,000, the offer of which was previously registered pursuant to Registration Statement No. 333-208372 and which remain unsold. Pursuant to Rule 457(o)415(a)(6), the offering of the securities previously covered by Registration Statement No. 333-208372 will be deemed terminated as of the date of effectiveness of this registration statement. |
| (3) | The Registrant has estimated the proposed maximum aggregate offering price solely for the purpose of calculating the registration fee. |
(2) | Includesfee pursuant to Rule 457(o) of the Securities Act. Securities registered hereunder may be offered from time to time in unspecified amounts at unspecified prices and be sold separately, together or as units with other securities registered hereunder. The Registrant is hereby also registering such indeterminate numberamount of sharesadditional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction and securities issuable upon exercise, conversion or exchange of common stock, shares of preferred stock, warrants to purchase common stock, warrants to purchase preferred stock and units that City Holding Company may sell pursuant to this Registration Statement, which may not exceed the maximum aggregate offering price of $100,000,000.other registered securities. The securities registered hereunder also include such indeterminate number of shares of common stock, preferred stock or warrantssecurities that may be issued upon conversion, exchange or exercise of anypurchased by underwriters to cover over-allotments, if any. |
| (4) | Pursuant to Rule 415(a)(6) of the securities being registered hereby. |
(3) | Omitted pursuant to General Instruction II.D of Form S-3. The proposed maximum offering price per class of security will be determined from time to time by City Holding CompanySecurities Act, the filing fee previously paid in connection with and at the timeunsold securities previously registered under Registration Statement No. 333-208372 in the amount of the issuance by City Holding Company of the$13,640 will continue to be applied to such unsold securities registered hereunder.hereby. As a result, no filing fee is currently due in connection with this registration statement. |
(4) | In no event will the aggregate initial offering price of the securities issued under this Registration Statement exceed the amount registered above or the equivalent thereof in one or more foreign currencies or currency units. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
We will amend and complete the
The information in this
prospectus.prospectus is not complete and may be changed. We may not sell
any of these securities
or accept your offer to buy any of them until the
documentationregistration statement filed with the
SEC relating to these securities has been declared “effective” by the SEC.Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities
or our solicitation of yourand it is not soliciting an offer to buy these securities in any
Statestate where the offer or
other jurisdiction where that wouldsale is not
be permitted or legal.permitted.
SUBJECT TO COMPLETION, DATED , 2012OCTOBER 18, 2016
PROSPECTUS
PROSPECTUS
Common Stock, Preferred Stock, Depositary Shares,
Senior Debt Securities, Subordinate Debt Securities, Warrants and Units
We may offer from time to time common stock, preferred stock,
depositary shares, senior debt securities, subordinate debt securities, warrants and units.
WeThese securities may
also issue any of the common stock, preferred stock, warrants or unitsbe offered upon the conversion, exchange or exercise of any of the securities listed above. The aggregate initial offering price of the securities that we offer will not exceed $100,000,000.
We
will offermay sell the securities
from time to time in one or more separate offerings, in amounts, at prices and on terms to be determined
by market conditions at the time of
offering. This prospectus describes the
offering. Wegeneral terms of the securities and the general manner in which the securities may be offered. Each time we offer securities, we will provide
a prospectus supplement that will describe the specific terms of
thesethe securities
offered and the specific manner in
which we will offer the securities. This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement. The prospectus supplement or supplements
tomay also add, update or change information contained in this prospectus. You should read this prospectus,
the applicable prospectus supplement and the
accompanying prospectus supplementadditional information described under “Where You Can Find More Information” carefully before you
invest.Ourinvest in any securities.
Shares of our common stock
isare listed on The
NasdaqNASDAQ Global Select Market under the
trading symbol “CHCO.”
Unless we state otherwise in the applicable prospectus supplement, we do not intend to list any of the other securities listed above on any securities exchange. We may offer and sell thesethe securities directly to purchasers or to, or through, one or more underwriters, dealers or agents. The applicable prospectus supplement will provide the names of any underwriters, dealers or agents, the specific terms of the plan of distribution, any over-allotment option and agents,any applicable fees, discounts or directly to purchasers, on a continuous or delayed basis.
commissions.
Investing in our securities involves substantial risks. You should
refer to the risk factors that may be included in a prospectus supplement and in our periodic reports and other information we file with the U.S. Securities and Exchange Commission and carefully consider
that information before investingthe matters discussed under the section entitled “Risk Factors” beginning on page 4 of this prospectus, as well as in
our securities.These securities will be our equity securities, willany prospectus supplement.
The Securities are not
be savings accounts, deposits
or other obligations of
anya bank or savings association and
willare not
be insured
or guaranteed by the Federal Deposit Insurance Corporation,
THE OFFICE OF THE COMPTROLLER OF THE CURRENCY, or any other governmental
agency or instrumentality.agency.
Neither the
U.S. Securities and Exchange Commission, nor any state securities commission,
NOR ANY BANK REGULATORY AGENCY has approved or disapproved
of these securitiesthe Securities or determined
thatif this prospectus,
or any accompanying prospectus supplement, is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
, 2012.
October 18, 2016.
The words “we,” “our,” “us,” the “Company,” and “City Holding” refer to City Holding Company, a West Virginia for-profit corporation, unless indicated otherwise.
This prospectus is part of a registration statement that
weCity Holding Company has filed with the U.S. Securities and Exchange Commission
or(the “SEC”), under the
SEC, utilizing theSecurities Act, using a “shelf” registration process. Under this shelf
registration process, we
are registering an unspecified amount of each class of the securities described in this prospectus, and may
offer and sell, either separately or together, any combination of the securities
described in this prospectus in one or more
offerings.offerings from time to time in the future. We may also issue any of the common stock, preferred stock,
depositary shares, senior debt securities, subordinate debt securities, warrants or units upon conversion, exchange or exercise of any of the securities mentioned above. The
maximum aggregate amount of securities that we may offer under
thethis registration statement is
$100,000,000, denominated in U.S. dollars or the equivalent in foreign currencies, currency units or composite currencies.$100,000,000.
This prospectus provides you with a general description of the securities that we may offer. Each time we sell securities pursuant to this prospectus, we will provide a prospectus supplement that will contain specific information about the offering and the specific terms of the securities being offered. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and
the applicableany prospectus supplement together with the additional information described under the heading “Where You Can Find More
Information.”Information” in this prospectus and any accompanying prospectus supplement.
The registration statement that contains this prospectus, including the exhibits to the registration statement, contains additional information about us and the securities offered under this prospectus.
ThatThe registration statement can be read at the SEC
web site,website, our website, or at the SEC offices, which are mentioned in this prospectus under the heading “Where You Can Find More Information.”
The words “we,” “our,” “us,”
Neither this prospectus nor any accompanying prospectus supplement contain all of the “Company,”information set forth or incorporated by reference in the registration statement or the exhibits filed therewith. Statements contained or incorporated by reference in this
prospectus and “City Holding”any accompanying prospectus supplement about the provisions or contents of any agreement or other document are only summaries. If SEC rules require that we file any agreement or document as an exhibit to the registration statement, you should refer to City Holding Companythat agreement or document for its complete contents.
You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. No person is authorized to give any information or to make any representation other than those contained or incorporated by reference in this prospectus or any prospectus supplement, and, if made, such information or representation must not be relied upon as having been authorized. Neither this prospectus or any prospectus supplement constitutes an offer to sell or the solicitation of an offer to buy any security other than the securities offered by this prospectus or such prospectus supplement, nor an offer to sell or the solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful. The delivery of this prospectus or any prospectus supplement will not, under any circumstances, create any implication that the information is correct as of any time subsequent to the date of this prospectus or such prospectus supplement. You should assume that the information contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or other offering materials is accurate only as of the dates of those documents or the documents incorporated by reference, as applicable. Our business, financial condition, results of operations and prospects may have changed since those dates.
We have not taken any action to permit a public offering of the securities offered by this prospectus or any prospectus supplement outside the United States or to permit the possession or distribution of this prospectus outside the United States, unless
we indicate otherwise.the applicable prospectus supplement so specifies. Persons outside the United States who come into possession of this prospectus or any prospectus supplement must inform themselves about and observe any restrictions relating to the offering of the securities and the distribution of this prospectus or such prospectus supplement outside of the United States.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements other than statements of historical fact included in this
This prospectus, or made inany prospectus supplement and the documents incorporated by reference herein are, or may be deemed to be,and therein contain forward-looking statementsinformation within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such information involves1934, as amended. These statements relate to future events or future predictions, including events or predictions relating to future financial performance. They are generally identifiable by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “plan,” “intend,” or “anticipate” or the negative thereof or words of similar meaning. These forward-looking statements are only predictions and estimates regarding future events and circumstances and involve known and unknown risks, uncertainties and uncertainties that could resultother factors, including but not limited to the risks described under “Risk Factors” in the Company’sthis prospectus and any accompanying prospectus supplement. Future events and circumstances may cause actual results, differinglevels of activity, performance or achievements to be materially different from those projected inexpressed or implied by the forward-looking statements. The forward-looking statements are based on various assumptions that may not prove to be correct. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to: (1)
the Company may incur additional loan loss provision due to negative credit quality trends in the future that may lead to a deterioration of asset quality; (2)
the Company may incur increased charge-offs in the future; (3)
the Company could have adverse legal actions of a material nature; (4)
the Company may face competitive loss of customers; (5)
the Company may be unable to manage its expense levels; (6) experience difficulties growing loan and deposit balances;
the Company may have difficulty retaining key employees; (7)
the Company may experience difficulty in its ability to grow, increase market share, manage expense levels, and maintain sufficient liquidity;
the Company may have difficulty consummating acquisition or investment transactions, identifying potential candidates, and obtaining regulatory approval;
the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings;
changes in business strategy or an inability to execute existing strategy due to the occurrence of unanticipated events;
changes in technology and our timely development and acceptance of new banking products and services and perceived overall value of these products and services by consumers;
changes in consumer spending, borrowing and saving habits and in the financial performance and/or condition of our customers;
changes in the interest rate environment due to economic conditions and/or the fiscal policies of the U.S. government and the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which may have results on the Company’s operations materially different from those anticipated by the Company’s market risk management functions; (8) adversely impact interest rates, interest margins and interest rate sensitivity;
changes in general economic conditions, volatility in the securities, credit and equity markets, and increased competition at the local, regional, and national levels;
the threat of a significant data security breach and the difficulty in detecting and appropriately responding to a data security breach;
the potential for customer fraud, especially in our mortgage lending business;
the current economic environment and financial condition of the U.S. banking system pose significant challenges for us and could adversely affect our financial condition and results of operations and may negatively impact the Company’s operating results; (9) investments the Company has made in the securities of other companies;
legislative or regulatory changes or actions, including in particular the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the regulations promulgated and to be promulgated thereunder by the Office of the Comptroller of the Currency (the “OCC”), the Federal Reserve Board and the Consumer Financial Protection Bureau, which may subject the Company, our subsidiaries, or one or more acquired companies to a variety of new and more stringent legal and regulatory requirements which adversely affect their respective businesses;
the impact of new minimum capital thresholds established as part of the implementation of Basel III;
changes in other laws, regulations and government policies affecting bank holding companies and their subsidiaries, including changes in monetary policies, could negatively impactpolicies; and
other risk factors relating to the banking industry or the Company as detailed from time to time in the Company’s operating results; (10)reports filed with the Company may experience difficulties growing loan and deposit balances; (11) the current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations; (12) continued deterioration in the financial condition of the U.S. banking system may impact the valuations of investments the Company has made in the securities of other financial institutions resulting in either actual losses or other than temporary impairments on such investments; (13) the effects of the Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) recently adopted by the United States Congress; and (14) other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. SEC.
Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s reports (such as its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the
Securities and Exchange Commission SEC and available on the SEC’s Internet site (http:website at http://www.sec.gov).www.sec.gov. Forward-looking statements made herein reflect management’s expectations as of the date such statements are made. Such information is provided to assist stockholders and potential investors in understanding current and anticipated financial operations of the Company and is included pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances that arise after the date such statements are made.
City Holding Company is a $2.9$3.8 billion diversified financial holding company headquartered in Charleston, West Virginia. The Company conducts its principal activities through its wholly-owned subsidiary, City National Bank of West Virginia (“City National”). Through its network of 7385 banking offices and approximately 860 full-time equivalent associates located in the states of West Virginia (57 offices), Kentucky (8(11 offices), Ohio (3 offices) and Virginia (5(14 offices), City National provides credit, deposit, and trust and investment management and insurance products and services to its customers. In addition to its branch network, City National’s delivery channels include ATMs, checkdebit cards, interactive voice response systems, mobile banking, and internetInternet technology.
As of
SeptemberJune 30,
2012, City National2016, we had
consolidated total assets of approximately
7%$3.8 billion, total net loans of
the deposit market share in West Virginia,approximately $2.88 billion, total deposits of approximately $3.14 billion and
the Company is the third largest bank holding company headquartered in West Virginia based on deposit share.total shareholders’ equity of approximately $428 million. The Company’s business activities are currently limited to one reportable business segment, which is community banking.
No portion
City Holding Company’s principal executive offices are located at 25 Gatewater Road, Charleston, West Virginia. The telephone number is (304) 769-1100. The Company’s website is http://www.bankatcity.com. Information included or referenced to on our website is not incorporated by reference or otherwise a part of City National’s depositsthis prospectus.
For a complete description of our business, financial condition, results of operations and other important information, we refer you to our filings with the SEC that are
derived from a single person or persons,incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the
loss of which could have a material adverse effectfiscal year ended December 31, 2015, our Quarterly Report on
liquidity, capital, or other elements of financial performance. Although no portion of City National’s loan portfolio is concentrated within a single industry or group of related industries, it historically has held residential mortgage loans as a significant portion of its loan portfolio. AtForm 10-Q for the quarterly period ended March 31, 2016 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2012, 55%2016. For instructions on how to find copies of
the Company’s loan portfolio was categorized as residential mortgage and home equity loans. However, due to the fractionated nature of residential mortgage lending, there is no concentration of credits that would be considered materially detrimental to the Company’s financial position or operating results.On August 2, 2013, the Company announced that it had executed a definitive agreement to acquire Community Financial Corporation (“Community Financial”) of Staunton, Virginia, and its principal banking subsidiary, Community Bank. The proposed merger is expected to close in the first quarter of 2013; however, it is subject to pending regulatory approvals, the approval of Community Financial’s shareholders and the completion of other customary closing conditions.
these documents, see “Where You Can Find More Information”.
An investment in our securities involves
significant risk. Before making an investment decision, you should carefully read and consider the risk factors incorporated by reference in this prospectus, as well as those contained in any applicable prospectus supplement,
asincluding the
same may be updatedrisk factors set forth under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in each subsequently filed Quarterly Report on Form 10-Q and in other reports and information that we file with the SEC from time to time,
in each case as those risk factors are amended or supplemented by our
futuresubsequent filings with the
SEC underSEC. If any of these risks actually occur, they may materially harm our business, prospects, financial condition and results of operations and, as a result, the
Exchange Act. You should also refer to other information contained inmarket price of our securities could decline and you could lose part or
incorporated by reference in this prospectus and any applicable prospectus supplement, including our financial statements and the related notes incorporated by reference herein.all of your investment. Additional risks and uncertainties not presently known to us at this time or that we currently deem immaterial may also materially and adversely affect our business and operations.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed charges. For purposes of computing these ratios, “earnings” represents income before income taxes and fixed charges. “Fixed charges” consists of interest paid on our debt and one-third of our gross rental expense (which we believe is representative of the associated interest expense) and includes/excludes interest on deposits. We had no preferred stock outstanding during the periods shown on this table, so our preferred stock dividends amount is zero.
|
| | | | | | |
| | Six Months Ended June 30, 2016 | Year Ended December 31, |
| | 2015 | 2014 | 2013 | 2012 | 2011 |
| Consolidated ratio of earnings to fixed charges: | | | | | | |
| Excluding interest on deposits | 51.5x | 65.4x | 61.4x | 58.0x | 47.9x | 49.3x |
| Including interest on deposits | 6.5x | 7.8x | 7.3x | 6.3x | 5.0x | 3.9x |
Unless otherwise specified in the applicable prospectus supplement, we
willintend to use the proceeds from the sale of the securities described in this prospectus for general corporate purposes and to support our ongoing and future anticipated
growth.growth, including organic growth and selective acquisitions consistent with our business strategy. Pending such use, we may temporarily invest the proceeds,
utilize them as working capital, or use them to reduce short-term indebtedness.
The amounts, timing, and specific use of any net proceeds will depend upon market conditions, the funding and other requirements of City National, the availability of other funds and other factors. The applicable prospectus supplement will provide more details on the use of proceeds
offrom any specific offering.
DESCRIPTION OF SECURITIES WE MAY OFFERThis prospectus contains summary descriptions of our common stock, preferred stock, warrants and units that we may offer from time to time. These summary descriptions are not meant to be complete descriptions of each security. The particular terms of any security will be described in the accompanying prospectus supplement and other offering material. The accompanying prospectus supplement may add, update or change the terms and conditions of the securities as described in this prospectus.
DESCRIPTION OF COMMON STOCK
General
This section of the prospectus describes the material terms and provisions of our common stock. When we offer to sell shares of our common stock, we will describe the specific terms of the offering and the shares in a supplement to this prospectus. This summary does not purport to be exhaustive and is qualified in its entirety by reference to our articles of incorporation, as amended, our bylaws, as amended, and the applicable provisions of West Virginia law.
Our authorized capital stock consists of 50,000,000 shares of our common stock, par value $2.50 per share and preferred stock, par value $25.00 per share. Our authorized capital stock may be increased and altered from time to time in the manner prescribed by West Virginia law upon the vote of at least a majority of the shares entitled to vote on the matter. Our shares of common stock are traded on The Nasdaq Global Select Market under the symbol “CHCO.”
Each share of our common stock is entitled to one vote on all matters submitted to a vote at any meeting of stockholders. Holders of our common stock are entitled to receive dividends when, as, and if declared by our board of directors out of funds legally available therefor and, upon liquidation, to receive pro rata all assets, if any, of the Company that are available for distribution after the payment of creditors and any holders of preferred stock. Holders of our common stock have no preemptive rights to subscribe for any additional securities of any class that we may issue, nor any conversion, redemption or sinking fund rights. Under West Virginia law, holders of our common stock have the right to cumulate votes in the election of directors. The rights and privileges of holders of our common stock are subject to any preferences that our board of directors may set for any series of preferred stock that we may issue.
Notice of Shareholder Proposals
Pursuant to the City Holding Bylaws, shareholder proposals must be submitted to City Holding’s secretary not less than 120 days prior to the meeting at which such proposals are to be considered. If no annual meeting was held in the previous year or the date of the annual meeting was changed by more than 30 days from the anniversary date of the previous year’s annual meeting, the shareholder must give notice not later than 120 calendar days prior to such annual meeting or 10 calendar days following the date on which public announcement of the meeting is first made.
Amendment of Articles of Incorporation and Bylaws
Under West Virginia law, the City Holding Articles of Incorporation generally may be amended by the affirmative vote of a majority of all votes of shareholders entitled to be cast on a matter and a majority of the outstanding stock of each class entitled to vote on the amendment, unless a greater number is specified in the articles of incorporation. The City Holding Articles do not require a greater vote.
The City Holding Bylaws may be amended only by a majority vote of the directors of City Holding.
Business Combinations with Interested Parties
West Virginia corporate law does not contain statutory provisions restricting certain business combinations. Additionally, the City Holding Articles of Incorporation do not contain special provisions relating to business combinations with interested parties.
Restrictions on Ownership
The Bank Holding Company Act of 1956, as amended, or BHC Act, generally would prohibit any company that is not engaged in banking activities and activities that are permissible for a bank holding company or a financial holding company from acquiring control of City Holding. Control is generally defined as ownership of 25% or more of the voting stock or other exercise of a controlling influence. Under the BHC Act, any existing bank holding company would require the prior approval of the Federal Reserve Board, before acquiring 5% or more of the voting stock of City Holding. In addition, the Change in Bank Control Act of 1978, as amended, or CBC Act, prohibits a person or group of persons from acquiring “control” of a bank holding company unless the Federal Reserve Board has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as City Holding, would, under the circumstances set forth in the presumption, constitute acquisition of control of the bank holding company.
Transfer Agent
The transfer agent and registrar for City Holding common stock is Computershare Investor Services, LLC.
DESCRIPTION OF PREFERRED STOCK
General
This section of the prospectus describes the material terms and provisions of our preferred stock. When we offer to sell shares of our preferred stock, we will describe the specific terms of the offering and the shares in a supplement to this prospectus. The prospectus supplement will also indicate whether the terms and provisions described in this prospectus apply to the particular series of preferred stock. This summary does not purport to be exhaustive and is qualified in its entirety by reference to our articles of incorporation, as amended, our bylaws, as amended, and the applicable provisions of West Virginia law.
Our authorized capital stock consists of 500,000 shares of our preferred stock, with par value of $25.00 per share. Under our articles of incorporation, as amended, we may issue shares of preferred stock in one or more series, as may be determined by our board of directors or a duly authorized committee. Our board of directors or a committee thereof may also establish, from time to time, the number of shares to be included in each series and may fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof, and may increase or decrease the number of shares of any series without any further vote or action by the stockholders. Any preferred stock we may issue will rank senior to our common stock with respect to the payment of dividends or amounts paid upon liquidation, dissolution or winding up of our company, or both. In addition, any shares of our preferred stock may have class or series voting rights. Under certain circumstances, the issuance of shares of our preferred stock, or merely the existing authorization of our board of directors to issue shares of our preferred stock, may tend to discourage or impede a merger or other change in control of our company. No shares of preferred stock are currently outstanding. Each series of preferred stock will be issued under a certificate of designation, which will be filed with the SEC as an exhibit to a document incorporated by reference in this prospectus concurrently with the offering of such preferred stock. It is also subject to our Articles of Incorporation, as amended, which are incorporated by reference as an exhibit to this registration statement.
Our board of directors is authorized to determine or fix from time to time by resolution the following terms for each series of preferred stock, which will be described in a prospectus supplement:
the designation of such series and the number of shares to constitute such series;
the par value of the shares of such series, if any;
the voting rights, if any;
whether dividends are cumulative and, if so, the date from which dividends cumulate;
the payment date for dividends;
redemption rights, the applicable redemption prices and such other conditions of redemption;
amounts payable to holders on our liquidation, dissolution or winding up;
the amount of the sinking fund, if any;
whether the shares will be convertible or exchangeable into equity, and, if so, the prices and terms of conversion and such other terms and conditions of such conversion or exchange;
whether future shares of the series or any future series or other class of stock is subject to any restrictions, and, if so, the nature of the restrictions;
the conditions or restrictions, if any, upon the issuance of any additional stock; and
any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof.
The preferred stock will be, when issued, fully paid and nonassessable. Holders of preferred stock will not have any preemptive or subscription rights to acquire more stock of the Company.
The transfer agent, registrar, dividend disbursing agent and redemption agent for shares of each series of preferred stock will be named in the prospectus supplement relating to such series.
The rights of holders of the preferred stock offered may be adversely affected by the rights of holders of any shares of preferred stock that may be issued in the future. The board of directors may cause shares of preferred stock to be issued in public or private transactions for any proper corporate purpose. Examples of proper corporate purposes include issuances to obtain additional financing in connection with acquisitions or otherwise, and issuances to our officers, directors and employees and our subsidiaries pursuant to benefit plans or otherwise.
Rank
Unless otherwise specified in the prospectus supplement relating to the shares of any series of preferred stock, such shares will rank on an equal basis with each other series of preferred stock and prior to the common stock as to dividends and distributions of assets.
Dividends
The holders of each series of preferred stock will be entitled to receive cash dividends if declared by our board of directors out of funds we can legally use for payment. The prospectus supplement will indicate the dividend rates and the dates on which we will pay dividends as to each series of preferred stock. The rates may be fixed or variable or both. If the dividend rate is variable, the formula used to determine the dividend rate will be described in the prospectus supplement. We will pay dividends to the holders of record of each series of preferred stock as they appear on the record dates fixed by our board of directors.
Our board of directors will not declare and pay a dividend on any series of preferred stock unless full dividends for all series of preferred stock ranking equal as to dividends have been declared or paid and sufficient funds are set aside for payment. If dividends are not paid in full to each series of preferred stock, we will declare any dividends pro rata among the preferred stock of each series and any series of preferred stock ranking equal to any other series as to dividends. A “pro rata” declaration means that the dividends we declare per share on each series of preferred stock will bear the same relationship to each other that the full accrued dividends per share on each series of the preferred stock bear to each other.
Unless all dividends on the preferred stock of each series have been paid in full, we will not declare or pay any dividends or set aside sums for payment of dividends or distributions on any common stock or on any class of security ranking junior to a series of preferred stock, except for dividends or distributions paid for with securities ranking junior to the preferred stock. We also will not redeem, purchase, or otherwise acquire any securities ranking junior to a series of preferred stock as to dividends or liquidation preferences, except by conversion into or exchange for stock ranking junior to the series of preferred stock.
Conversion or Exchange
The applicable prospectus supplement for any series of preferred stock will state the terms, if any, on which shares of that series are convertible or exchangeable into shares of our common stock or another series of our preferred stock. The terms of any such conversion or exchange and any such preferred stock will be described in the prospectus supplement relating to such series of preferred stock.
Redemption
If so specified in the applicable prospectus supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at our option of or the holder thereof and may be mandatorily redeemed.
Any partial redemptions of preferred stock will be made in a way that our board of directors decides is equitable.
Unless we default in the payment of the redemption price, dividends will cease to accrue after the redemption date on shares of preferred stock called for redemption and all rights of holders of such shares will terminate, except for the right to receive the redemption price.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding up of City Holding, holders of each series of preferred stock will be entitled to receive distributions upon liquidation in the amount set forth in the prospectus supplement relating to such series of preferred stock. Such distributions will be made before any distribution is made on any securities ranking junior relating to liquidation, including common stock.
If the liquidation amounts payable relating to the preferred stock of any series and any other securities ranking on a parity regarding liquidation rights are not paid in full, the holders of the preferred stock of such series and such other securities will share in any such distribution of our available assets on a ratable basis in proportion to the full liquidation preferences. Holders of such series of preferred stock will not be entitled to any other amounts from us after they have received their full liquidation preference.
Voting Rights
The holders of shares of preferred stock will have no voting rights, except:
as otherwise stated in the prospectus supplement;
as otherwise stated in the certificate of designation establishing such series; or
as required by applicable law.
Under regulations adopted by the Federal Reserve Board, if the holders of the preferred stock of any series become entitled to vote for the election of directors because dividends on the preferred stock of such series are in arrears, preferred stock of such series could be deemed a “class of voting securities.” In this instance, a holder of 25% or more of the preferred stock of such series could then be subject to regulation as a bank holding company in accordance with the BHC Act. A holder of 5% or more of such series that otherwise exercises a “controlling influence” over us could also be subject to regulation under the BHC Act. In addition, at any time a series of the
preferred stock is deemed a class of voting securities, (1) any other bank holding company may be required to obtain the approval of the Federal Reserve Board to acquire or retain 5% or more of the outstanding shares of such series of preferred stock, and (2) any person other than a bank holding company may be required to file with the Federal Reserve Board under the CBC Act to acquire or retain 10% or more of that series.
DESCRIPTION OF WARRANTS
In this section, we describe the general terms and provisions of the warrants for the purchase of preferred stock or common stock that we may issue. Warrants issued pursuant to this prospectus may be issued independently or together with any preferred stock or common stock. Warrants sold with other securities may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent who will be specified in the warrant agreement and in the prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
This summary of some of the terms and other provisions of the warrants that may be issued is not complete and is qualified in its entirety by reference to the applicable warrant agreement and related warrant certificate and the prospectus supplement, which both will be filed with the SEC. You should refer to this prospectus, the prospectus supplement, the warrant agreement, including the forms of securities warrant certificate representing the securities warrants, relating to the specific warrants that we may offer for the complete terms of the warrant agreement and the warrants. For more information on how you can obtain copies of the applicable warrant agreement, if we offer warrants, see “Where You Can Find More Information.” We urge you to read the applicable warrant agreement and the applicable prospectus supplement and any other offering material in their entirety.
The applicable prospectus supplement related to an issuance of warrants will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
the title of the warrants;
the aggregate number of the warrants;
the price or prices at which the warrants will be issued;
the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
information with respect to book-entry procedures, if any; and
any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
The prospectus supplement relating to any warrants to purchase equity securities may also include, if applicable, a discussion of certain considerations with U.S. federal income tax laws and the federal Employee Retirement Income Security Act.
Warrants for the purchase of preferred stock and common stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Each warrant will entitle its holder to purchase the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement and warrant agreement.
After the close of business on the expiration date, unexercised warrants will become void. We will specify the place or places where, and the manner in which, warrants may be exercised in the applicable prospectus supplement.
Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the preferred stock or common stock purchasable upon exercise, including, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.
DESCRIPTION OF UNITS
In this section, we describe the general terms and provisions of the units that we may offer. We may issue units comprising one or more of the securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified date.
The applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
the terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and under what circumstances the units may be traded separately;
a description of the terms of any unit agreement governing the units;
a description of the provisions for the payment, settlement, transfer or exchange of the units or the securities comprising those units; and
whether the units will be issued fully registered or in global form.
The description in the applicable prospectus supplement and other offering material of any units we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable unit agreement, which will be filed with the SEC if we offer units. For more information on how you can obtain copies of the
applicable unit agreement if we offer units, see “Where You Can Find More Information.” We urge you to read the applicable unit agreement and the applicable prospectus supplement and any other offering material in their entirety.
PLAN OF DISTRIBUTION
We may sell the securities described in this prospectusprospectus:
via public offerings;
via direct sales to or the public;
via block trades;
via negotiated transactions;
through one or more agents,agents;
through one or more underwriters or dealers, whether individually or through an underwriting organization led by one or more managing underwriters;
directly to purchasers one or more purchasers;
in one or more “at the market” offerings, pursuant to Rule 405(a)(4) of the Securities Act; or
in any combination of the above; and
on a continuous or delayed basis.
The distribution of the securities described in this prospectus may be effected from time to time in one or more transactions transactions:
at a fixed price or prices, which may be changed from time to time, time;
at market prices prevailing at the times of sale, sale;
at prices related to such prevailing market pricesprices; or
Each time that we use this prospectus to sell our securities, we will also provide a prospectus supplement.
For each series of securities, the applicableEach prospectus supplement will set forth the
specific terms of the offering, including:
the type of securities being offered;
the public offering price;
the name or names of any underwriters, dealers or agents;
agents and the type and amount of securities underwritten or purchased by them;the purchase price of the securities;
the proceeds we expect to receive from the sale of the securities to us;
securities;any underwriting discounts, commissions, agency fees, or other compensation payable to underwriters or agents;
any over-allotment options available to the underwriters of the offering;
any discounts or concessions allowed or reallowedre-allowed or repaidpaid to dealers; and
the securities exchanges on which the securities will be listed, if any.
If we use underwriters are used in the sale of any securities, the securitiesunderwriters will be acquired byacquire the underwriterssecurities for their own account. The underwritersThey may then resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale or thereafter. The securities may be either offered tosale. Generally, the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. The obligations of the underwriters to purchase the securities will be subject to certain conditions. Theconditions precedent set forth in the applicable underwriting agreement. Only the underwriters named in the prospectus supplement will be obligatedunderwriters for that particular offering. The prospectus supplement will also disclose any material relationship between us and the underwriters of the offering.
We may use dealers as agents to
purchase all thesell our securities
offered if they purchase any securities. The public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.
If we use dealers in the sale of securities, we will sell securities to such dealers as principals. The dealers may then resell the securities to the public at varying prices to be determined by such dealers at the time of resale. The applicable prospectus supplement will disclose the name of any agents we may use and the commissions we may pay them. If we use agents in the sale of securities, unless otherwise indicated in the prospectus supplement, they will use their reasonable best efforts to solicit purchases for the period of their appointment.
We may
authorize the underwriters or agents to solicit offers from certain types of institutional investors, who may purchase our securities on a delayed basis under delayed delivery contracts. The general terms of the delayed delivery contracts will be outlined in the applicable prospectus supplement. We may also solicit offers to purchase the securities directly, and we may sell the securities directly to institutional or other investors, who may be deemed underwriters within the meaning of the Securities Act with respect to any resales of those securities.
The terms of these sales will be described in the applicable prospectus supplement. If we use agents in the sale of securities, unless otherwise indicated in the prospectus supplement, they will use their reasonable best efforts to solicit purchases for the period of their appointment. Unless otherwise indicated in a prospectus supplement, if we sell directly, no underwriters, dealers or agents would be involved. We will not make an offer of securities in any jurisdiction that does not permit such an offer.
We may offer our securities to our existing stockholders pursuant to a subscription rights offering. If we utilize a subscription rights offering, we will use certain dealers who will act as standby underwriters. The terms of the standby underwriting agreement, including the identity and fees paid to the standby underwriters, will be disclosed in the applicable prospectus supplement.
We may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover overallotments, if any, in connection with the distribution. Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with SEC orders, rules and regulations and applicable law. To the extent permitted by applicable law and SEC orders, rules and regulations, an overallotment involves sales in excess
of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. To the extent permitted by applicable law and SEC orders, rules and regulations, short covering transactions involve purchases of the common stock in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the common stock originally sold by the dealer is purchased in a covering transaction to cover short positions. Those activities may cause the price of the common stock to be higher than it would otherwise be.
We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described in this paragraph might have on the price of securities. In addition, we do not make any representation that underwriters will engage or not engage in such transactions. If commenced, the underwriters may discontinue any of the activities at any time.
Any
Certain underwriters
whothat are qualified market makers
on the Nasdaq Stock Market may
also engage in passive market making transactions in the common stock on
the Nasdaq StockThe NASDAQ Global Select Market in accordance with Rule 103 of Regulation M during the business day prior to the pricing of the offering, before the commencement of offers or sales of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such
security; ifsecurity. If all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
Passive market making may cause the price of the securities to be higher than the price that would otherwise exist absent those transactions. We do not make any representation that underwriters will engage or not engage in such transactions. If commenced, the underwriters may discontinue any of the activities at any time.
Underwriters, dealers and agents that participate in any distribution of securities may be deemed to be underwriters as defined in the Securities Act. Any discounts, commissions or profit they receive when they resell the securities may be treated as underwriting discounts and commissions under the Securities Act of 1933. Only underwriters named in the prospectus supplement are underwriters of the securities offered in the prospectus supplement.
We may have agreements with
underwriters,agents, dealers and
agentsunderwriters entitling them to
indemnify themindemnification by us against certain civil liabilities, including
certain liabilities under the Securities Act, or to contribute
with respect to payments that
theythe agents, dealers or underwriters may be required to make.
Agents, dealers or underwriters may be customers of, engage in transactions with, or perform services for us and our subsidiaries in the ordinary course of business.
We may authorize underwriters, dealers or agents to solicit offers from certain institutions whereby the institution contractually agrees to purchase the securities from us on a future date at a
specificspecified price. This type of contract may be made only with institutions that we specifically approve. Such institutions could include banks, insurance companies, pension funds, investment companies and educational and charitable institutions.
These contracts will be subject only to those conditions included in the applicable prospectus supplement, and the applicable prospectus supplement will state the commission payable for solicitation of these contracts. The underwriters, dealers or agents will not be responsible for the validity or performance of these contracts.
Each
We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters as defined in the Securities Act and will be identified in the applicable prospectus supplement or post-effective amendment.
Unless the applicable prospectus supplement states otherwise, each series of securities, will be a new issue of securities and will have no established trading market, other than our common stock, which is listed on The NasdaqNASDAQ Global Select Market. Market, will be a new issue of securities, will have no established trading market, and will not be listed on any exchange. Any underwriters who purchase securities from us for public offering and sale may make a market in those securities, but they will not be obligated to do so and may discontinue any market making at any time without notice. We make no assurance that there will be a trading market for the securities and, if a trading market does develop, we make no assurance that such trading market will be liquid.
DESCRIPTION OF SECURITIES WE MAY OFFER
This prospectus contains summary descriptions of our common stock, preferred stock, depositary shares, senior debt securities, subordinate debt securities, warrants and units that we may offer from time to time. These summary descriptions are not meant to be complete descriptions of each class of security. The particular terms of any security will be described in the accompanying prospectus supplement and other offering material. The applicable prospectus supplement may add, update or change the terms and conditions of the securities as described in this prospectus. Further, this summary is subject to, and qualified
in its entirety by reference to, our Articles of Incorporation, as amended (the “Articles”), and our Amended and Restated Bylaws, as amended (the “Bylaws”), each of which is incorporated by reference, the applicable provisions of the West Virginia Business Corporation Act, as amended, and other applicable provisions of West Virginia law.
DESCRIPTION OF COMMON STOCK
General
This section of the prospectus describes the material terms and provisions of our common stock. When we offer to sell shares of our common stock, we will describe the specific terms of the offering and the shares in a prospectus supplement. This summary is not complete and is qualified in its entirety by reference to our Articles, Bylaws and any applicable provisions of West Virginia law.
Our authorized capital stock consists of 50,000,000 shares of common stock, par value $2.50 per share, and 500,000 shares of preferred stock, par value $25.00 per share. Our authorized capital stock may be increased and altered from time to time in the manner prescribed by West Virginia law and our Articles and Bylaws upon the vote of at least a majority of the shares entitled to vote on the matter. As of June 30, 2016, there were 15,005,321 shares of common stock issued and outstanding and no preferred stock issued and outstanding. As of that date, 3,493,961 shares of our common stock were held in treasury. Shares of our common stock are traded on The NASDAQ Global Select Market under the symbol “CHCO.”
Dividends
The holders of common stock are entitled to receive an equal amount of dividends per share if, as and when declared from time to time by our board of directors. Our ability to obtain funds for the payment of dividends and for other cash requirements largely depends on the amount of dividends that may be declared and paid to us by City National, our subsidiary. Thus, as a practical matter, any restrictions on the ability of City National to pay dividends to us will act as restrictions on the amount of funds available for us to pay dividends to our shareholders.
Dividend payments from City National are subject to legal and regulatory limitations, generally based on net income and retained earnings. The ability of City National to pay dividends to us is also subject to its profitability, financial condition, capital expenditures and other cash flow requirements and contractual obligations. Payments of dividends by City National may be restricted at any time at the discretion of the applicable bank regulatory authorities if they deem such dividends to constitute an unsafe and/or unsound banking practice.
We are also subject to Federal Reserve Board policies that may, in certain circumstances, limit our ability to pay dividends. These policies require, among other things, that we maintain adequate capital levels. The Federal Reserve Board may also determine, under certain circumstances relating to our financial condition, that the payment of dividends would be an unsafe or unsound practice and prohibit the payment thereof. In addition, the Federal Reserve Board expects us to serve as a source of financial strength for City National, which may require us to retain capital for further investments in City National, rather than use those funds for dividends for our shareholders.
In addition, our Articles permit our board of directors to set the dividend rights of preferred stock. It is possible that holders of one or more series of preferred stock issued in the future could have dividend rights that have priority over those of the holders of common stock.
Subscription, Conversion, Sinking Fund, Redemption, Preemption and Liquidation Rights
Holders of our common stock have no subscription, conversion, sinking fund, redemption, or preemptive rights. Upon liquidation of the Company, holders of our common stock are entitled to receive pro rata all assets, if any, of the Company that are available for distribution after the payment of creditors and any holders of preferred stock. The rights and privileges of holders of our common stock are subject to any preferences that our board of directors may set for any series of preferred stock that we may issue.
Voting Rights and Shareholder Proposals
Each share of our common stock is entitled to one vote on all matters submitted to a vote at any meeting of stockholders. The holders of common stock have cumulative voting rights for the election of directors as long as written notice of the intention to exercise cumulative voting rights is given to our secretary at least 48 hours before the beginning of the meeting to elect directors.
In addition to annual meetings, special meetings of the shareholders may be called by the board of directors, the president and secretary, or any three or more shareholders together holding at least ten percent of the outstanding capital stock of the company. Notice of annual and special shareholder meetings will be given pursuant to our Bylaws and applicable West Virginia laws. Under our Bylaws, shareholder proposals, whether board of director nominations or for other business to be discussed, must be submitted to City Holding’s secretary not less than 120 days prior to the annual meeting at which such proposals are to be considered. If no annual meeting was held in the previous year or the date of the annual meeting was changed by more than 30 days from the anniversary date of the previous year’s annual meeting, the shareholder must give notice not later than 120 calendar days prior to such annual meeting or 10 calendar days following the date on which public announcement of the meeting is first made. Shareholder proposals to be heard at a special meeting must be submitted to City Holding’s secretary not less than 150 calendar days prior to the special meeting or 10 calendar days following the date on which public announcement of the meeting is first made.
Board of Directors
City Holding has a staggered and classified board of directors. The board of directors is divided into three classes; each class is as nearly as equal in number to the others as possible. City Holding’s Bylaws authorize a board of directors of not less than five and not more than twenty-five directors. City Holding currently has thirteen directors, including one chairman. Directors serve terms of three years; each class of directors is up for election every three years. Any director can be removed, with or without cause, by the affirmative vote of the holders of a majority of the outstanding common stock.
Amendment of Articles and Bylaws
Under West Virginia law, amending the Company’s Articles requires adoption by the board of directors and the affirmative vote of a majority of the votes of shareholders present at a meeting with quorum. If any class or series of shares is entitled to vote as a separate group on the amendment, the affirmative vote of a majority of the votes of shareholders in the separate voting group present at a meeting with quorum is also required. West Virginia law provides that a corporation can require a greater number of affirmative shareholder votes to amend the Articles; City Holding’s Articles do not require a greater vote. Under certain circumstances, the board of directors can amend the Articles without shareholder approval.
The City Holding Bylaws may be amended by a majority vote of the shareholders or board of directors unless such right is removed by the shareholders.
Business Combinations with Interested Parties
West Virginia corporate law does not contain statutory provisions restricting certain business combinations. Additionally, the City Holding Articles do not contain special provisions relating to business combinations with interested parties.
Restrictions on Ownership
The Bank Holding Company Act of 1956, as amended (“BHC Act”), generally prohibits any company that is not engaged in banking activities and activities that are permissible for a bank holding company or a financial holding company from acquiring control of City Holding. Control is generally defined as ownership of 25% or more of the voting stock or other exercise of a controlling influence. Under the BHC Act, any existing bank holding company would require the prior approval of the Federal Reserve Board before acquiring 5% or more of the voting stock of City Holding. In addition, the Change in Bank Control Act of 1978, as amended (“CBC Act”), prohibits a person or group of persons from acquiring “control” of a bank holding company unless the Federal Reserve Board has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as City Holding, would, under the circumstances set forth in the presumption, constitute acquisition of control of the bank holding company and require notification and non-objection by the Federal Reserve Board.
Transfer Agent
The transfer agent and registrar for City Holding common stock is Computershare Investor Services, LLC.
DESCRIPTION OF PREFERRED STOCK
General
This section of the prospectus describes the material terms and provisions of our preferred stock. When we offer to sell shares of our preferred stock, we will describe the specific terms of the offering and the shares in a prospectus supplement. The prospectus supplement will also indicate whether the terms and provisions described in this prospectus apply to the particular series of preferred stock. This summary is not complete and is qualified in its entirety by reference to our Articles, Bylaws and any applicable provisions of West Virginia law.
Our authorized capital stock includes 500,000 shares of our preferred stock, with par value of $25.00 per share. No shares of preferred stock are currently outstanding. Under our Articles, we may issue shares of preferred stock in one or more series, as may be determined by our board of directors or a duly authorized committee. Our board of directors or a committee thereof may also establish, from time to time, the number of shares to be included in each series and may fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The board of directors or a committee thereof may increase or decrease the number of shares of any series without any further vote or action by the stockholders. Any preferred stock we may issue will rank senior to our common stock with respect to the payment of dividends or amounts paid upon liquidation, dissolution or winding up of the Company. In addition, any shares of our preferred stock may have class or series voting rights. Under certain circumstances, the issuance of shares of our preferred stock, or merely the existing authorization of our board of directors to issue shares of our preferred stock, may tend to discourage or impede a merger or other change in control of our company.
Our board of directors is authorized to determine or fix by resolution from time to time the following terms for each series of preferred stock, which will be described in a prospectus supplement:
the designation of such series and the number of shares to constitute such series;
the par value of the shares of such series, if any;
the voting rights, if any;
the dividend rate;
whether dividends are cumulative and, if so, the date from which dividends cumulate;
the payment date for dividends;
redemption rights, the applicable redemption prices and such other conditions of redemption;
amounts payable to holders of the preferred stock on our liquidation, dissolution or winding up;
whether the shares will be subject to the operation of a sinking fund, and, if so, under what terms and conditions;
whether the shares will be convertible or exchangeable into equity, and, if so, the prices and terms of conversion and such other terms and conditions of such conversion or exchange;
whether future shares of the series or any future series or other class of stock is subject to any restrictions, and, if so, the nature of the restrictions;
the conditions or restrictions, if any, upon the issuance of any additional stock; and
any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof.
Our board of directors will fix the powers, designations, preferences and other special rights of each series of preferred stock that we may choose to sell under this prospectus and any applicable prospectus supplement, and the qualifications, limitations and restrictions of such services in a certificate of amendment to our Articles relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or incorporate by reference therein from another report that we file with the SEC, the form of any certificate of amendment to our Articles that describes the terms of the series of preferred stock that we are offering before the issuance of the related series of preferred stock. We will also describe in the applicable prospectus supplement the terms of the series of preferred stock being offered. The transfer agent, registrar, dividend disbursing agent and redemption agent for shares of each series of preferred stock will be named in the applicable prospectus supplement.
The rights of holders of the preferred stock offered may be adversely affected by the rights of holders of any shares of preferred stock that may be issued in the future. The board of directors may cause shares of preferred stock to be issued in public or private transactions for any proper corporate purpose. Examples of proper corporate purposes include issuances to obtain additional financing, in connection with acquisitions or otherwise, and issuances to our officers, directors and employees and our subsidiaries pursuant to benefit plans or otherwise.
Our board of directors may authorize the issuance of preferred stock with voting, conversion or other rights that could
adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock could have the effect of decreasing the market price of our common stock, decreasing the amount of earnings and assets available for distribution to holders of our common stock and creating restrictions upon the payment of dividends and other distributions to holders of our common stock. The issuance of preferred stock also could have the effect of delaying, deterring or preventing a change in control of the Company without further action by our shareholders.
When we issue preferred stock under this prospectus and the applicable prospectus supplement, such preferred stock will be fully paid and nonassessable. Holders of preferred stock will not have any preemptive or subscription rights to acquire more stock of the Company.
Rank
Unless otherwise specified in the applicable prospectus supplement, shares of any series of preferred stock will rank on an equal basis with each other series of preferred stock and prior to the common stock as to dividends and distributions of assets.
Dividends
The holders of each series of preferred stock will be entitled to receive cash dividends if declared by our board of directors out of funds we can legally use for payment of dividends. The applicable prospectus supplement will describe the terms of each preferred stock series, including the dividend rates, the dates on which we will pay dividends, whether the rates are fixed or variable, the formula used to determine any variable rate, whether the dividends are cumulative and other rights of the holders of each series of preferred stock.
Conversion or Exchange
The applicable prospectus supplement for any series of preferred stock will state the terms, if any, on which shares of that series are convertible or exchangeable into shares of our common stock or another series of our preferred stock.
Redemption Rights
If so specified in the applicable prospectus supplement, a series of preferred stock may be redeemable at any time, in whole or in part, at our option or of the holder thereof and may be mandatorily redeemed. Unless we default in the payment of the redemption price, dividends will cease to accrue after the redemption date on shares of preferred stock called for redemption and all rights of holders of such shares will terminate, except for the right to receive the redemption price.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding up of City Holding, holders of each series of preferred stock will be entitled to receive distributions upon liquidation in the amount set forth in the applicable prospectus supplement. Such distributions will be made before any distribution is made on any securities ranking junior relating to liquidation, including common stock.
If the liquidation amounts payable relating to the preferred stock of any series and any other securities ranking on a parity regarding liquidation rights are not paid in full, the holders of the preferred stock of such series and such other securities will share in any such distribution of our available assets on a pro rata basis in proportion to the full liquidation preferences. Holders of such series of preferred stock will not be listed onentitled to any exchange. It has not presently been established whetherother amounts from us after they have received their full liquidation preference.
Voting Rights
The holders of shares of preferred stock will have no voting rights, except:
as otherwise stated in the underwriters,applicable prospectus supplement;
as otherwise stated in the certificate of designation establishing such series; or
as required by applicable law.
Under regulations adopted by the Federal Reserve Board, if any,the holders of the securities will makepreferred stock of any series become entitled to vote for the election of directors because dividends on the preferred stock of such series are in arrears, preferred stock of such series could be deemed a market“class of voting securities.” In this instance, a holder of 25% or more of the preferred stock of such series could then be subject to regulation as a bank holding company in accordance with the securities. IfBHC Act. A holder of 5% or more of such
series that otherwise exercises a “controlling influence” over us could also be subject to regulation under the
underwriters make a market in the securities, such market making may be discontinuedBHC Act. In addition, at any time
without notice. No assurance can be given as to the liquiditya series of the
trading market for the securities.Agents, dealers and underwriters may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents, dealers or underwriterspreferred stock is deemed a class of voting securities, (1) any other bank holding company may be required to make in respect thereof. Agents, dealersobtain the approval of the Federal Reserve Board to acquire or underwritersretain 5% or more of the outstanding shares of such series of preferred stock, and (2) any person other than a bank holding company may be customersrequired to file with the Federal Reserve Board under the CBC Act to acquire or retain 10% or more of engagethat series.
DESCRIPTION OF DEPOSITARY SHARES
General
This section of the prospectus describes the material terms and provisions of our depositary shares. When we offer to sell depositary shares of our preferred stock, we will describe the specific terms of the offering and the depositary shares in transactions with, or perform services for usa prospectus supplement. The applicable prospectus supplement will also indicate whether the terms and provisions described in this prospectus apply to the depositary shares offered by us. This summary is not complete and is qualified in its entirety by reference to our subsidiariesArticles, Bylaws and any applicable provisions of West Virginia law.
Depositary shares are fractional shares of preferred stock. Each depositary share will represent a certain fraction of a share of a certain series of preferred stock. If we decide to offer and sell depositary shares, the fractional amount of preferred stock that the depositary share represents, the underlying series of such preferred stock, and the powers, designations, preferences, and other terms and rights of the underlying series of preferred stock will be specified in the ordinary courseapplicable prospectus supplement.
If we choose to issue depositary shares, we will (1) deposit the underlying preferred stock represented by each depositary share with a depositary (the “preferred stock depositary”), (2) enter into a deposit agreement with the preferred stock depositary and the holders of
business.LEGAL MATTERS
Jackson Kelly PLLCthe depositary shares, and (3) issue depositary receipts for any depositary shares we sell. Subject to the terms of the deposit agreement and depositary receipt, each holder of one or more depositary shares will pass uponbe entitled to all of the rights and preferences of the series of preferred stock underlying the depositary shares in proportion to the applicable fraction of preferred stock represented by the depositary share. These rights may include dividend, voting, redemption, conversion and liquidation rights.
We will identify the preferred stock depositary and describe the material terms of the depositary shares, depositary receipts, deposit agreement, and underlying series of preferred stock in a prospectus supplement relating to the offering of depositary shares. You should also refer to the forms of the deposit agreement and depositary receipts that will be filed with the SEC as an exhibit to the applicable prospectus supplement.
Voting
Holders of depositary shares are entitled to the same voting rights, if any, in the applicable proportional amount, as holders of the series of preferred stock represented by the depositary shares. If holders of the underlying preferred stock are entitled to vote at any meeting of shareholders, the preferred stock depositary will mail the notice of such meeting to the holders of depositary shares. The record date for voting the depositary shares will be the same as the record date for voting the underlying preferred stock. Each holder of one or more depositary shares will be furnished with certain legal mattersinformation about the shareholder meeting, including notice, reports, and proxy solicitation material, and will be able to vote his or her depositary shares by giving instructions to the preferred stock depositary in accordance with the information provided in the proxy material.
Dividends
Holders of depositary shares are entitled to the same dividend and other distribution rights, in the applicable proportional amount, as holders of the series of preferred stock represented by the depositary shares. If we offer depositary shares, we will include a description of the dividend rights of the underlying preferred stock in the applicable prospectus supplement. The par value of the underlying preferred stock, if any, the dividend rate, and whether the dividends are cumulative or non-cumulative will be included in such description.
The record date for receiving dividends on behalf of depositary shares will be the same as the record date for the underlying preferred stock. If we issue dividends to the holders of the underlying series of preferred stock, each holder of depositary shares will receive a proportional amount of such dividend equal to (i) the fraction of a share of preferred stock represented by a depositary share, multiplied by (ii) the number of depositary shares held by such holder. The payment of dividends to holders of depositary shares will be facilitated in a manner similar to the payment of dividends to holders of our common and preferred stock.
Redemption, Conversion and Liquidation
Our ability to redeem depositary shares will be the same as our ability to redeem shares of the underlying series of preferred stock. This ability will be outlined in the prospectus supplement accompanying the offering of the depositary shares.
The redemption price for each depositary share will be (i) the redemption price for a share of the underlying preferred stock, multiplied by (ii) the fractional amount of a share of preferred stock represented by the depositary share.
If we issue a stock dividend or stock split with respect to the underlying preferred stock, reclassify the underlying preferred stock, exchange shares of the underlying preferred stock for a different class of securities, offeredor upon any recapitalization, reorganization, merger or consolidation, the holders of depositary shares will be entitled to the same rights and treatment - on a proportional basis - as the holders of the underlying preferred stock. These actions will likely be effectuated through the preferred stock depositary. Please refer to the prospectus supplement accompanying any offering of depositary shares for more information on our ability to exercise the aforementioned changes.
If the Company is liquidated or wound up and dissolved, holders of depositary shares will receive the same distribution and other rights as holders of the underlying series of preferred stock in an amount proportional to the fraction of a share of preferred stock represented by a depositary share. The liquidation preference and related rights of the underlying preferred stock will be outlined in the applicable prospectus supplement.
Withdrawal of the Underlying Preferred Stock
Holders of depositary shares may have the right to withdraw the underlying preferred stock represented by their depositary shares. The existence of this right and the terms and requirements related thereto will be outlined in the applicable prospectus supplement. If a holder of depositary shares wishes to withdraw the underlying preferred stock, he or she will need to surrender the depositary receipt and pay all taxes, charges and fees provided for in the deposit agreement. The deposit agreement may provide that only whole shares of the underlying preferred stock may be withdrawn and that shares of preferred stock may not be redeposited in exchange for depositary shares. Please refer to the form deposit agreement that will be attached to any prospectus supplement relating to the offering of depositary shares.
Other Rights
If the holders of the underlying preferred stock have the right to subscribe for or purchase additional securities or any other rights, preferences, or privileges, the same rights, preferences, and privileges will apply to holders of depositary shares in the respective proportional amount. These rights will be outlined in the applicable prospectus supplement. The preferred stock depositary may also be able to sell certain of those rights, preferences, and privileges, whether through warrants or otherwise, and the net proceeds of such sale will be distributed to the holders of depositary shares entitled to such proceeds.
The deposit agreement may also provide holders of depositary shares with the right to inspect the transfer books of the preferred stock depositary and to access and/or obtain a copy of the list of holders of depositary receipts. These rights, if applicable, will be contained in the deposit agreement. Further, the preferred stock depositary will forward or make available, as applicable, any reports and communications from us with respect to the underlying preferred stock to the holders of depositary shares.
Amendment and Termination
The deposit agreement and depositary receipts may be amended, extended, or terminated by us if certain requirements are satisfied. Our ability to do so will be described in detail in the applicable prospectus supplement and form deposit agreement and depositary receipt attached thereto. The depositary agreement may be terminated if (i) all the outstanding depositary shares have been redeemed or (ii) there has been a final distribution in respect of our preferred stock in connection with our liquidation, winding up, or dissolution.
The deposit agreement may allow us to change the preferred stock depositary or allow the preferred stock depositary to resign. If the preferred stock depositary resigns, a new preferred stock depositary will be appointed to assume the role of preferred stock depositary of our depositary shares. Any preferred stock depositary we use must meet certain requirements, which will be described in the applicable prospectus supplement.
Limitation of Liability
The deposit agreement may also provide for a limitation on the liability of both us and the preferred stock depositary. Under the deposit agreement, we may agree to indemnify the preferred stock depositary. With respect to the holders of depositary shares, our liability and the liability of the preferred stock depositary may be limited as follows:
we may only be required to take the actions set forth in the deposit agreement in good faith;
we will not be liable if a change in the law or other circumstances beyond our control inhibit our ability to perform certain obligations under the deposit agreement;
we may have discretionary authority under the deposit agreement, and we will not be liable for actions taken within our discretionary authority;
we may not be required to take certain actions under the deposit agreement unless we are provided with satisfaction indemnification from the holders of the depositary shares; and
we will be permitted to rely in good faith on the advice of legal counsel and other experts under certain circumstances.
Fees and Charges Against Holders of Depositary Shares
Certain fees and charges related to the issuance, existence, and ownership of the depositary shares will be paid by us and certain of those fees and charges must be paid by the holders of the depositary shares. Those fees and charges that must be paid by the holders may be charged against dividends and other distributions received on behalf of the depositary shares and/or the underlying shares of preferred stock. Detailed information with respect to the amount, recipient, and party responsible for the payment of fees and charges related to (i) the deposit, substitution, or withdrawal of the underlying preferred stock, (ii) the receipt and distribution of dividends, (iii) the sale or exercise of certain rights, and (iv) the transfer, splitting, or grouping of depositary receipts will be provided in the applicable prospectus supplement and the attachments thereto.
DESCRIPTION OF DEBT SECURITIES
General
This section of the prospectus describes the material terms of our debt securities, which may be senior debt securities or subordinate debt securities. When we offer to sell our debt securities, we will describe the specific terms of the offering and the debt securities in a prospectus supplement. The information provided in the prospectus supplement may differ from the information provided herein. In such instances, the prospectus supplement will control. We urge you to read the prospectus supplement and any other offering material carefully and in its entirety. This summary is not complete and is qualified in its entirety by reference to the prospectus supplement and any accompanying exhibits, our Articles, Bylaws and any applicable provisions of West Virginia law.
Any debt securities we issue will be issued under an indenture, which is an agreement between us and the trustee for the debt securities. We have provided the form of the indentures for both the senior and subordinate debt securities as exhibits to this registration statement. The indentures will be governed by the Trust Indenture Act of 1933, as amended, and may be amended by us from time to time. Please refer to the form indentures for additional information about the indentures and the debt securities to which they relate. When we refer to the “indenture” throughout this section, we are referring to the indenture for the applicable debt securities.
Unless otherwise specified in the applicable prospectus supplement, any debt securities that we issue will be our direct unsecured obligations. Senior debt securities will rank equally with all of our other unsecured and unsubordinated debt obligations. Subordinate debt securities will be junior to any senior debt securities and other unsubordinated debt obligations. The applicable prospectus for any debt securities we issue will describe the priority of the securities relative to our other debt securities and obligations.
If we issue senior or subordinate debt securities, the terms of the debt securities and the final form of indenture will be provided in a prospectus supplement. Please refer to the prospectus supplement and the form of indenture attached thereto for the terms and conditions of the offered debt securities. The terms and conditions may include:
the title of the debt securities;
the number of debt securities we can issue under the indenture, which may be unlimited;
any limit on the aggregate principal amount of the debt securities;
the price or prices at which we will sell the debt securities, which will be expressed in as a percentage of the principal amount and which may be sold at par, at a premium, or at a discount;
the denomination or denominations of the debt securities;
whether the debt securities will be senior or subordinated, including additional subordination provisions as needed;
the maturity date (the date on which the entire principal will be due), which may vary amongst debt securities in the same series;
whether the debt securities will bear interest and, if so, the interest rate or rates, whether the rates are fixed or variable, the date or dates from which interest will start accruing, and the date or dates when the interest will be payable by us;
the date or dates on which we will make payments of principal and interest, if any, on the debt securities;
if the payment of principal and interest, if any, is contingent and, if so, a description of such contingency;
the place or places where we can make payments of principal and interest, if any, on the debt securities;
the place or places where holders of debt securities can give notices or demands to us;
the place or places where holders of debt securities will receive notices or other information from us;
the terms and conditions under which we may be permitted or required to redeem the debt securities, including any sinking fund provisions;
the terms and conditions under which we may be permitted or required to repurchase the debt securities;
the terms and conditions under which we may be permitted or required to retire the debt securities;
whether the debt securities are convertible into common stock or another type of securities and, if so, terms and conditions related to conversion;
whether the debt securities will be certificated and/or in bearer form;
whether the debt securities will be permanent global debt securities or temporary global debt securities and, if so, the terms and conditions related thereto;
information with respect to book-entry procedures, if any;
a description of the events that qualify as an event of default and whether or not we must furnish periodic evidence showing that an event of default does not exist or that we are in compliance with the terms of the indenture;
the terms and conditions of acceleration of the debt securities and any other repercussions of an event of default;
the requirements for the trustee to take action under the indenture and what indemnification, if any, the trustee may require before proceeding;
the covenants we will undertake with respect to the indenture and underlying debt securities;
information regarding any lien or other instrument securing the debt securities, if any, and terms and conditions relating to the modification of the terms of the security or rights of security holders;
the identity of the trustee and the nature of any material relationship between the trustee and us or any of our subsidiaries;
the identity of any security registrar, paying agent, depositary, and interest rate calculation agent for the debt securities;
applicable material income tax implications; and
any other terms of the debt securities.
If we issue subordinate debt securities, we will also provide in the applicable prospectus supplement the aggregate amount of our indebtedness that is senior to the subordinate debt securities, including but not limited to any senior debt securities, as of the most recent practicable date. We will also describe the terms and conditions under which we can issue additional debt securities and incur additional other debt obligations that may be senior to the subordinate debt securities. The indentures may permit us to issue additional debt securities, in the same or a different series, without the consent of the holders of existing debt securities. These new debt securities may be equal to or superior in priority to the existing debt securities.
The debt securities are our debt and our assets include equity in our subsidiary City National. Our ability to make payments on our debt securities may depend on the ability of City National to pay us dividends or issue us loans or other funds. City National’s ability to pay dividends is restricted by certain regulations and sound banking principals. Further, if City National becomes insolvent, creditors of City National will have priority to its assets. Our right to City National’s assets, and our ability to use those assets to satisfy our debt securities, will be subordinate to City National’s creditors. Further, the terms of any debt securities offering may provide that, in the event of default and acceleration, the amount of principal due under acceleration may be less than the amount of stated principal.
Interest and Principal Payments
We will make payments of principal and interest, if any, to the holders of our debt securities. All payments will be made in U.S. dollars. The payments may be effectuated through a depositary, paying agent, or other third party. The payments will be made to the registered holder of the debt security at the close of business on the applicable record date. If the debt securities are held in certificated form, the paying agent will make payments by check to wire transfer to the address or bank account designed by the holder of the debt securities. If the debt securities are held as global securities, the depositary will credit the holders’ accounts after receiving payment by wire transfer from us. City Holding and the trustee may not be responsible for maintaining records of ownership or payment transfers on behalf of the debt securities. Any delegation or limitation of this liability will be outlined in the applicable prospectus supplement. Payments made by the depositary on behalf of debt securities held as global securities will also be governed by the depositary’s customary policies and practices and any standing customer instructions.
We will not be obligated to compensate the holders of our debt securities for any federal income tax withheld by us for purposes of satisfying holders’ federal income tax obligations on behalf of the debt securities.
Transfer
The debt securities, including the right to receive payment of principal and interest, if any, may be transferred from one holder to another under the terms of the applicable indenture. If the debt securities are certificated, the holder must surrender the certificate evidencing the debt securities. If the debt securities are global debt securities, they can be transferred only as permitted by the depositary of the global debt securities. The transfer terms applicable to any debt securities we offer will be outlined in the prospectus supplement and form of indenture accompanying such offering.
Redemption, Repayment, and Repurchase
The applicable prospectus supplement and indenture may contain terms and conditions that permit or require us to redeem outstanding debt securities. We may be permitted to exercise a partial redemption, where we redeem some but not all of the debt securities. Any partial redemption will be carried out in a fair and reasonable manner as determined by the trustee, the depositary, or some other third party agent. Contingent on our payment of the redemption price for the debt securities, the debt securities will cease to accrue interest as of the redemption date.
The holders of our debt securities may have the option to demand that we repay such debt security on a certain date or dates prior to the maturity date. The applicable prospectus supplement will indicate if this option is available and, if so, the option dates, repayment amount, notice requirements, and other terms related thereto. Unless indicated otherwise, the repayment price will be equal to the full outstanding principal amount plus any accrued interest. In order to exercise the early repayment option, if any, the payment agent must receive proper notice. If the debt security is held in global security form, the depositary or its nominee will be the only party that can exercise a right to repayment.
We may repurchase our debt securities at any price on the open market or otherwise. Repurchased debt securities may be held by us, resold, or canceled at our discretion.
Change in Control
Unless the applicable prospectus supplement states otherwise, a change in control of City Holding will not affect our debt securities or the rights of the holders thereof. A change in control will not be considered an event of default and will not trigger acceleration of the debt securities. A change in control may adversely affect the value of the debt securities.
Consolidation, Merger, or Sale of Substantially All Assets
If we offer debt securities, the indenture will permit us to consolidate with another company, merge with and into another company, and sell all or substantially all of our assets under certain circumstances. These circumstances may include the requirements that:
the surviving company, in the case of a consolidation or merger, or the acquiror, in the case of a sale of all or substantially all of our assets, is a validly existing domestic company that assumes all of our obligations under the indenture and with respect to the debt securities;
the transaction will not result in an event of default under the indentures; and
certain other requirements.
These requirements will be described more fully in the prospectus supplement and form of indenture accompanying any offering of our debt securities. The surviving company or acquiror will also be assigned all of our rights under the indenture.
Events of Default
Certain events will constitute an “event of default” by us under the indenture. There may be certain repercussions if an event of default occurs, such as acceleration of the principal amount due by us under the debt securities or waiver of some of our rights under the indenture. The circumstances that constitute an event of default and the repercussions thereof will be more fully described in the prospectus supplement and accompanying form of indenture. Events of default may include:
failure by us to make a required payment of principal and/or interest for a certain period of time, such as 30 days, after such payment is due;
failure by us to make a required sinking fund payment for a certain period of time, such as 30 days, after such payment is due;
breach by us of performance of any other of our obligations under the indenture, if such breach continues for a certain period of time, such as 60 days, after proper notice thereof is received by us;
breach by us of one or more of our covenants and warranties under the indenture, if such breach continues for a certain period of time, such as 60 days, after proper notice thereof is received by us;
certain events of our bankruptcy, insolvency, or reorganization; and
certain other events.
Events of default will apply separately to each series of our debt securities. However, an event of default under one series of our debt securities may constitute an event of default under another series of our debt securities.
If an event of default occurs, the trustee, and in certain circumstances the holders of our debt securities, may have the ability to initiate proceedings against us to enforce the acceleration and other default repercussion terms, if any, under the indenture. In order to so do, however, certain requirements must be met. These requirements will be described in the prospectus supplement and form of indenture accompanying any offering of our debt securities. These requirements may include:
reasonable and satisfactory indemnification of the trustee by the holders of the debt securities;
proper notice of default or breach from the holders of debt securities to the trustee;
proper notice of default or breach from the trustee or the holders of debt securities to us; and
the trustee has not received inconsistent directions from the holders of our debt securities.
Notwithstanding the foregoing, the holders of our debt securities will have an absolute right to receive payment of the principal and interest due on the debt securities under the terms of the indenture and to initiate proceedings to enforce such right to payment. Further, we may be required under the terms of the indenture to provide periodic assurance or evidence that we have met all of our obligations related to the debt securities.
Amendment of Indenture
We may amend the indenture, including our rights and obligations, the rights and obligations of the trustee, and the rights and obligations of the holders of our debt securities, if certain conditions are met. Certain amendments will require the consent of the holders of at least a majority of the principal amount of the outstanding debt securities of one or more series affected by the amendment. The amendments that require majority consent from the holders of debt securities may include:
changing the maturity date of the debt securities;
changing the amount of any payment of principal and interest;
allowing payments of principal and interest, if any, to be made in a different currency;
changing certain terms related to subordination;
changing certain terms related to acceleration and other terms, if any, in repercussion of any event of default by us;
reducing the consent requirements needed to amend the indenture or waive compliance with certain of our obligations under the indenture;
limiting the holders’ rights to proceed against us for the enforcement of payment of principal and interest, if any;
waiving the payment required by us to redeem the debt securities; and
certain other amendments.
Please read the prospectus supplement and form of indenture accompanying any offering of our debt securities for complete and final terms relating to our ability to amend the terms of the indenture.
Waiver of Compliance with Indenture
The indenture permits the holders of debt securities to waive our compliance with certain of our obligations under the indenture. A waiver requires the consent of the holders of at least a majority of the principal amount of the outstanding debt securities affected by such waiver. The holders of debt securities may also be able to waive certain past defaults by us. The limitations on waiver of our obligations under the indenture and past defaults will be described in the applicable prospectus supplement and form of indenture.
Discharge and Defeasance
The terms of the indenture may permit us, upon the payment of all outstanding principal and interest payments due under the debt securities, to discharge all or most of our remaining obligations in respect of the debt securities. We will be discharged from our obligations and covenants under the indenture only if we make payment of all outstanding principal and interest due under the debt securities and certain other additional requirements are met. These additional requirements may include obtaining an opinion letter that our payment is adequate to satisfy all outstanding principal and interest payments and that in doing so, the holders of our debt securities will not be subject to adverse income tax consequences.
Trustee
If we choose to offer debt securities, the identity of the trustee will be disclosed in the applicable prospectus supplement. The prospectus supplement and accompanying form of indenture will also lay out the trustee’s rights and obligations, both as they relate to us and the holders of our debt securities. Any material relationship between the trustee and us or any of our subsidiaries will also be laid out in the prospectus supplement.
We will be obligated to pay reasonable compensation to the trustee and to indemnify the trustee against certain losses, liability, and expenses incurred by it in performing its duties under the indenture. The applicable prospectus supplement and form of indenture will disclose the compensation and indemnification terms that apply to the trustee. Our payment obligations to the trustee will generally be senior to our payment obligations on behalf of the debt securities.
There may be circumstances that require or permit the trustee to resign. If the trustee resigns, a new trustee will be appointed to assume the role of trustee of our debt securities. This will require amendment or assignment of the indenture.
Subordination
The debt securities we offer and sell may be subordinate to some or all of our other debt obligations. This means that our obligation to make payments on our other debt obligations will take legal priority over our obligation to make payments on our debt securities. The extent of the subordination of our debt securities will be outlined more fully in the applicable prospectus supplement.
Our senior debt securities will be subordinate to our senior debt. “Senior debt” includes, as applicable, principal, premium, interest, rent, termination fees, and any other payments due on our current or future indebtedness, whether created, incurred, assumed, guaranteed, or effectively guaranteed by us, including any deferrals, renewals, extensions, refinancing, refunds, amendments and supplements thereto. Senior debt may be in the form of loans, debenture, notes, letters of credit, accounts payable, leases, purchase agreements, derivative instruments, guarantees, security agreements, and other forms. Senior debt does not, however, include:
indebtedness that by its terms is subordinate to the senior debt securities;
indebtedness that we may owe to our subsidiaries; and
certain other indebtedness.
Our subordinate debt securities will be subordinate to our senior debt securities and our senior debt, whether existing at the time of issuance of the subordinate debt securities or incurred thereafter. We may issue senior debt securities after issuing subordinate debt securities, and the subordinate debt securities will be subordinate to the later-issued senior debt securities. Our subordinate debt securities may also be subordinate to certain indebtedness of our subsidiaries.
In the event of our bankruptcy, insolvency, reorganization, liquidation, winding up, or dissolution, we will be required to first satisfy our senior debt. Second, we will satisfy our senior debt securities, if any. Third, we will satisfy our subordinate debt securities, if any. Fourth, we will satisfy any of our indebtedness that is subordinate to the subordinate debt securities. Lastly, we will distribute our remaining assets to our stockholders.
In the event of an acceleration of our payment obligations with respect to our subordinate debt securities due to an event of default, we may be required to satisfy some or all of our payment obligations with respect to our senior debt and senior debt securities before making payment to the holders of our subordinate debt securities. We may not be permitted to make any payments to the holders of our subordinate debt securities if we are in default in the payment of any amounts due under our senior debt or senior debt securities. If we violate this restriction or otherwise violate certain terms of subordination amongst our various debt
obligations, the holders of our debt securities may be required to return payments made to them in violation of the subordination terms of the indenture.
Global Debt Securities
Our debt securities will be in either certificated form or global debt securities form. The prospectus supplement accompanying any offering of our debt securities will identify the form of the debt securities being sold. Unless the applicable prospectus supplement states otherwise, if the debt securities are held in global securities form, they will be registered in the name of The Depositary Trust Company or its nominee (“DTC”). DTC will hold the debt securities on behalf of the beneficial owners of the securities. Beneficial owners of debt securities registered in global securities form will need to either establish an account with DTC or hold the securities through an organization with an established account with DTC in order to facilitate the payment of principal and interest and the giving and receipt of notice and other information on behalf of the debt securities. Ownership of global debt securities and any transfer of such ownership can only be effectuated through the records maintained by DTC and its policies and procedures related thereto.
Payments of principal and interest on behalf of our debt securities will be paid by us or our paying agent to DTC. DTC will then facilitate the forwarding of those payments to the beneficial owners of the global debt securities. DTC accomplishes this task by crediting the accounts of the beneficial owners with the respective payment amount due to them according to DTC’s records. The distribution of these payments will also be affected by certain instructions given to DTC by underwriters, agents, and/or the beneficial owners. Similarly, notices and other information given by us to the holders of our debt securities will be given to DTC for forwarding to the beneficial owners.
Accordingly, City Holding, the trustee, and the paying agent will have no liability for:
the beneficial ownership, payment and notice instructions, and other information contained in DTC’s records;
payments made by DTC to the beneficial owners of our global debt securities;
the transfer of notices and information from DTC to the beneficial owners of global debt securities, and
the relationship between DTC and the beneficial owners of our debt securities.
For all of our debt securities held in global debt security form, DTC will be considered the holder or registered owner of the debt security. As such, a beneficial owner will not be entitled to hold the debt securities in its name, receive a physical certificate representing the debt securities, or be considered the holder of the debt securities under the applicable indenture. Each beneficial owner of our global debt securities must rely solely on DTC and its policies and procedures to exercise the rights of a holder or beneficial owner of our debt securities. If the beneficial owner does not have an account with DTC and so must own its debt securities through a separate organization with an account with DTC, such person must also rely on such separate organization to exercise its rights and maintain correct records. However, DTC may permit beneficial owners to exercise certain rights under the debt securities and accompanying indenture under certain circumstances.
According to information provided to us, DTC is a limited-purpose trust company and “banking organization” organized under the New York Banking Law, a member of the Federal Reserve System, and a “clearing agency” registered under the Exchange Act. DTC holds the securities of the beneficial owners of debt securities and facilitates the trading and forwarding of payments due thereunder through an electronic book-entry system. Some of the holders of accounts with DTC are also owners of DTC’s parent company, The Depositary Trust & Clearing Corporation. The rules applicable to DTC and its account holders are publicly available through filings with the SEC. The above information concerning DTC and its book-entry system is believed by us to be reliable, but we take no responsibility for the accuracy of this information.
Once one or more of our debt securities are registered in global debt securities form with DTC, they may be exchanged for certificated securities under certain limited circumstances, including in our sole discretion. If so exchanged, the aggregate number and principal amount of the debt securities will not change. The certificated securities will be registered in the names of the beneficial owner of the global debt securities as determined by DTC’s records. Further, if DTC becomes unwilling or unable to act as depositary for our debt securities or is otherwise unqualified to do so under the Exchange Act, we may appoint a new depositary or change the form of the global debt securities to certificated debt securities.
Lastly, some jurisdictions may require certain purchasers of debt securities to hold them in physical certificated form. Beneficial owners to which this limitation applies may experience difficulty in transferring their global debt securities and delay in receiving payment on behalf of their global debt securities.
Governing Law
Unless otherwise provided in the applicable prospectus supplement or form of indenture, the indenture and the debt securities will be governed by the laws of the State of New York.
DESCRIPTION OF WARRANTS
In this section, we describe the general terms and provisions of the warrants for the purchase of common stock, preferred stock, depositary shares, senior debt securities, or subordinate debt securities that we may issue. Warrants issued pursuant to this prospectus unlessmay be issued independently or together with any other of our securities. Warrants sold with other securities may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent, who will be specified in the warrant agreement and in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of the warrants.
This summary outlines some of the terms and other provisions of the warrants that may be issued. This summary is not complete and is qualified in its entirety by reference to the applicable warrant agreement and related warrant certificate and the prospectus supplement, all of which will be filed with the SEC, as well as our Articles, Bylaws and any applicable provisions of West Virginia law. When we indicate otherwiseoffer to sell warrants, we will describe the specific terms of the offering and the warrants in a prospectus supplement. You should refer to this prospectus, the prospectus supplement and the warrant agreement, including the forms of securities warrant certificate, relating to the specific warrants that we may offer for the complete terms of the warrant agreement and the warrants. For more information on how you can obtain copies of the applicable warrant agreement, see “Where You Can Find More Information.” We urge you to read the applicable warrant agreement, the applicable prospectus supplement and any other offering material in their entirety.
The applicable prospectus supplement will describe the following terms, where applicable, of any warrants issued under this registration statement:
the title of the warrants;
the aggregate number of the warrants;
the price or prices at which the warrants will be issued;
the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
information with respect to book-entry procedures, if any; and
any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
The prospectus supplement relating to any warrants to purchase securities may also include, if applicable, a discussion of certain considerations with U.S. federal income tax laws and the federal Employee Retirement Income Security Act.
Warrants for the purchase of common stock, preferred stock, depositary shares, and debt securities will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only. Prior to the exercise of any warrants to purchase our securities, holders of the warrants will not have any of the rights of holders of the underlying securities purchasable upon exercise, including the right to vote or to receive any payments of dividends or interest.
Each warrant will entitle its holder to purchase the number of shares of common stock or preferred stock, or the number of depositary shares, senior debt securities, or subordinate debt securities at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement and warrant agreement. The applicable prospectus supplement will specify the place or places where and the manner in which the warrants may be exercised. After the close of business on the expiration date, unexercised warrants will become void.
Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will forward the purchased securities as soon as practicable. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
DESCRIPTION OF UNITS
In this section, we describe the general terms and provisions of the units that we may offer. We may issue units comprising of one or more of the securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit also is the holder of each security included in the unit. Thus, the holder of a unit will have all the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately at any time or at any time before a specified date.
The applicable prospectus supplement will specify the following terms of any units issued under this registration statement:
the terms of the units and of any of the common stock, preferred stock, depositary shares, senior debt securities, subordinate debt securities and warrants comprising the units;
a description of the terms of any unit agreement governing the units, including whether and under what circumstances the units may be traded separately;
a description of the provisions for the payment, settlement, transfer or exchange of the units or the securities comprising those units; and
whether the units will be issued fully registered or in global form.
The description in the applicable prospectus supplement and other offering material of any units we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable unit agreement, which will be filed with the SEC if we offer units. For more information on how you can obtain copies of the applicable unit agreement, see “Where You Can Find More Information.” We urge you to read the applicable unit agreement, the applicable prospectus supplement and any other offering material in their entirety.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered pursuant to this prospectus has been passed upon by Dinsmore & Shohl LLP. The name of the law firm advising any underwriters or agents with respect to certain issues relating to any offering will be set forth in the applicable prospectus supplement.
The consolidated financial statements of
City Holdingthe Company
incorporated by referenceappearing in
City Holdingthe Company’s Annual Report on Form 10-K for the year ended December 31,
2011,2015, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015, have been audited by Ernst & Young LLP,
an independent registered public accounting firm, as set forth in their
reportreports thereon,
incorporated by referenceincluded therein, and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in reliance upon such report given
onupon the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATIONThis prospectus is a part of a registration statement on Form S-3 filed
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by
us with the SEC under the Securities Act.This prospectus does not contain allreference the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement. Statements contained in this prospectus concerning the provisions of such documents are necessarily summaries of such documents and each such statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC.
We file periodic reports, proxy statements and other information with the SEC. Our filings with the SEC are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Our filings with the SEC are also available to the public on our website at www.cityholding.com, as well as through document retrieval services. You may read and copy any periodic reports, proxy statements or other information we file at the SEC’s public reference room in Washington, D.C., which is located at the following address: Public Reference Room, 100 F Street N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC’s public reference rooms.
We “incorporate by reference” into this prospectus the informationthat we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an importantconsidered to be part of this prospectusprospectus. These documents may include periodic reports, such as our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and informationCurrent Reports on Form 8-K, as well as definitive Proxy Statements. Any documents that we subsequently file subsequently with the SEC will automatically update and replace the information previously filed with the SEC. Therefore, in the case of a conflict or inconsistency between information set forth in this prospectus. We incorporateprospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later.
This prospectus incorporates by reference the documents listed below and any filingsthat we makepreviously have filed with the SEC:
our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC under Sectionson March 2, 2016;
our Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2016, filed with the SEC on May 5, 2016, and for the quarterly period ended June 30, 2016, filed with the SEC on August 4, 2016;
our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 23, 2016; and
our Current Reports on Form 8-K filed with the SEC on each of January 26, 2016, February 2, 2016, February 29, 2016, March 17, 2016, March 31, 2016, April 25, 2016, April 29, 2016, May 4, 2016, May 24, 2016, July 26, 2016, August 2, 2016 and September 14, 2016.
We are also incorporating by reference all other documents that we subsequently file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filingregistration statement of which this prospectus is a part but prior to the effectiveness of the registration statement that containsand between the date of this prospectus and priorthe termination of the offering. We file periodic reports, proxy statements and other information with the SEC.
Pursuant to
General Instruction B of Form 8-K, any information furnished pursuant to “Item 2.02. Results of Operations and Financial Condition,” or “Item 7.01. Regulation FD Disclosure” of Form 8-K is not deemed to be “filed” for purposes of Section 18 of the
time that we sell all the securities offered by this prospectus, provided, however, thatExchange Act, and we are not incorporating
by reference any information furnished
under eitherpursuant to Item 2.02 or Item 7.01 of
any Current Report on Form 8-K:(a) Our Annual Report on Form 10-K for the year ended December 31, 2011, filed on March 15, 2012.
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed on May 10, 2012, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed on November 9, 2012.
(c) Our Current Reports on Form 8-K filed on March 16, 2012, March 29, 2012, April 26, 2012, April 30, 2012, June 5, 2012, June 28, 2012, August 1, 2012, August 3, 2012, August 7, 2012, September 27, 2012, and October 29, 2012.
(d) Portionsinto this prospectus.
You may obtain a copy of our proxy statement forany or all of the annual meeting of stockholders held on April 25, 2012, that have beendocuments incorporated by reference in our 2011 Annual Report on Form 10-K.(e) The description of our common stock contained in our Form 8-A filed with the SEC pursuant to Sections 12(b) and 12(g) of the Exchange Act, on May 28, 1987.
You may request a copy of these filingsthis prospectus (other than an exhibit to a filingdocument unless that exhibit is specifically incorporated by reference into that filing)document) from the SEC on its website at no cost,http://www.sec.gov. You also may obtain these documents from us without charge by visiting our website at http://www.bankatcity.com or by oral or written request to Vikki Evans Faw, Investor Relations Contact, City Holding Company, 25 Gatewater Road, Charleston, West Virginia 25356; telephone (304) 769-1112.
You may read and copy any periodic reports, proxy statements or other information we file at the SEC’s Public Reference Room located at 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC’s Public Reference Rooms.You can also request copies of these documents, upon payment of a duplicating fee, by writing to the SEC.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the SEC covering the securities that may be sold under this prospectus. For further information about us and the securities that may be sold under this prospectus, you should refer to our registration statement and its exhibits. As permitted by the rules and regulations of the SEC, the registration statement that contains this prospectus includes additional information not contained in this prospectus. Statements in this prospectus concerning any document filed as an exhibit to the registration statement or telephoningotherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.
We also file annual, quarterly and current reports, proxy statements and other information with the SEC. The reports, proxy statements and other information that we file with the SEC are available to the public from the SEC’s Internet site at http://www.sec.gov. Copies of certain information filed by us
with the SEC are also available through our Internet site at
http://www.bankatcity.com. The information on the
followingSEC website and on our website is not a part of this prospectus. You may also read and copy any document we file with the SEC by visiting the SEC’s Public Reference Room in Washington, D.C. The SEC’s address
and telephone number:City Holding Company
25 Gatewater Road
Cross Lanes, West Virginia 25313
Attention: Vikki Evans Faw
(304) 769-1100
in Washington, D.C. is 100 F Street N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for information on the operation of the Public Reference Room.
You should rely only on the information contained or incorporated by reference in this prospectus and the applicable prospectus supplement. We have not authorized anyone else to provide you with additional or different information. We may only use this prospectus to sell securities if it is accompanied by a prospectus supplement. We are only offering these securities in states where the offer is permitted. You should not assume that the information in this prospectus or the applicable prospectus supplement is accurate as of any date other than the dates on the front of those documents.CITY HOLDING COMPANY
Common Stock
Preferred Stock
Warrants
Units
PROSPECTUS
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Item 14. | Other Expenses of Issuance and Distribution |
Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, all of which will be paid by the Registrant.
| | | | |
SEC Registration fee | | $ | 13,640 | |
Legal fees and expenses | | $ | 20,000 | * |
Accounting fees and expenses | | $ | 9,500 | * |
Other | | $ | 50,000 | * |
| | | | |
TOTAL: | | $ | 93,140 | |
| | | | |
|
| | |
| SEC Registration fee | $ | * |
EstimateLegal fees and expenses | $ | * |
| Accounting fees and expenses | $ | * |
| Other | $ | * |
| TOTAL: | $ | * |
| | |
| * These fees and expenses are based on the number and type of issuances and the amount of securities offered, and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated amount of fees and expenses payable in connection with any offering of securities. |
Item 15. | Indemnification of Directors and Officers |
Item 15. Indemnification of Directors and Officers
(a)West Virginia Business Corporation Act
West Virginia law permits a West Virginia corporation, such as the Registrant, to indemnify its directors and officers in certain circumstances.
West Virginia law provides as follows:Indemnification of Directors and Officers
Section 31D-8-85031D-8-850-9 of the West Virginia Business Corporation Act provides in part that each West Virginiarelevant part:
Section 31D-8-851. Permissible Indemnification.
(a) Except as otherwise provided in this section, a corporation has the powermay indemnify an individual who is a party to indemnify anya proceeding because he or she is a director against liability incurred in athe proceeding against him by reasonif:
(1) (A) He or she conducted himself or herself in good faith; and
(B) He or she reasonably believed: (i) In the case of beingconduct in his or having been such director (other than in an action byher official capacity, that his or her conduct was in the rightbest interests of the corporation) if he actedcorporation; and (ii) in good faith and in a manner he reasonably believed to beall other cases, that his or her conduct was at least not opposed to the best interests of the corporation, or, incorporation; and
(C) In the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. With respect to an actionunlawful; or
(2) He or she engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation as authorized by subdivision (5), subsection (b), section two hundred two, article two of this chapter.
. . .
(c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not determinative that the director did not meet the relevant standard of conduct described in this section.
(d) Unless ordered by a court under subdivision (3), subsection (a), section eight hundred fifty-four of this article, a corporation may not indemnify a director:
(1) In connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding as to which he meetsif it is determined that the foregoingdirector has met the relevant standard of conduct a director may not be indemnified. A director also may not be indemnified unless ordered by a court ifunder subsection (a) of this section; or
(2) In connection with any proceeding with respect to conduct for which he
isor she was adjudged liable on the basis that he
or she received a financial benefit to which he
or she was not
entitled. A West Virginia corporation may make any otherentitled, whether or
further indemnity to any such persons that may be authorized by the corporation’s articles of incorporation.not involving action in his or her official capacity.
Section 31D-8-852. Mandatory Indemnification.
A corporation must indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses ofincurred by him or her in connection with the proceeding.
Section 31D-8-853. Advance for Expenses.
(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director in suchwho is a party to a proceeding because he or she is a director if he affirmsor she delivers to the corporation:
(1) A written affirmation of his or her good faith belief that he or she has met the relevant standard of conduct described in section eight hundred fifty-one of this article or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by subdivision (4), subsection (b), section two hundred two, article two of this chapter; and agrees
(2) His or her written undertaking to
return therepay any funds advanced
expenses if
he or she is not entitled to mandatory indemnification under section eight hundred fifty-two of this article and it is
ultimately determined
under section eight hundred fifty-four or eight hundred fifty-five of this article that he
or she has not met
the relevant standard of conduct described in section eight hundred fifty-one of this
standard.article.
(b) The undertaking required by subdivision (2), subsection (a) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) Authorizations under this section are to be made:
(1) By the board of directors:
(A) If there are two or more disinterested directors, by a majority vote of all the disinterested directors, a majority of whom constitute a quorum for this purpose, or by a majority of the members of a committee of two or more disinterested directors appointed by a vote; or
(B) If there are fewer than two disinterested directors, by the vote necessary for action by the board in accordance with subsection (c), section eight hundred twenty-four of this article in which authorization directors who do not qualify as disinterested directors may participate; or
(2) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization; or
(3) By special legal counsel selected in a manner in accordance with subdivision (2), subsection (b), section eight hundred fifty-five of this article.
Section 31D-8-854. Circuit Court-Ordered Indemnification and Advance for Expenses.
(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the circuit court conducting the proceeding or to another circuit court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the circuit court shall:
(1) Order indemnification if the circuit court determines that the director is entitled to mandatory indemnification under section eight hundred fifty-two of this article;
(2) Order indemnification or advance for expenses if the circuit court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by subsection (a), section eight hundred fifty-eight of this article; or
(3) Order indemnification or advance for expenses if the circuit court determines, in view of all the relevant circumstances, that it is fair and reasonable:
(A) To indemnify the director; or
(B) To advance expenses to the director, even if he or she has not met the relevant standard of conduct set forth in subsection (a), section eight hundred fifty-one of this article, failed to comply with section eight hundred fifty-three of this article or was adjudged liable in a proceeding referred to in subdivision (1) or (2), subsection (d), section eight hundred fifty-one of this article, but if he or she was adjudged so liable his or her indemnification is to be limited to reasonable expenses incurred in connection with the proceeding.
(b) If the circuit court determines that the director is entitled to indemnification under subdivision (1), subsection (a) of this section or to indemnification or advance for expenses under subdivision (2) of said subdivision, it shall also order the corporation to pay the director’s reasonable expenses incurred in connection with obtaining circuit court-ordered indemnification or advance for expenses. If the circuit court determines that the director is entitled to indemnification or advance for expenses under subdivision (3) of said subsection, it may also order the corporation to pay the director’s reasonable expenses to obtain circuit court-ordered indemnification or advance for expenses.
Section 31D-8-855. Determination and Authorization of Indemnification.
(a) A corporation may not indemnify a director under section eight hundred fifty-one of this article unless authorized for a specific proceeding after a determination has been made that indemnification of the director is permissible because he or she has met the relevant standard of conduct set forth in section eight hundred fifty-one of this article.
(b) The determination is to be made:
(1) If there are two or more disinterested directors, by the board of directors by a majority vote of all the disinterested directors, a majority of whom constitute a quorum for this purpose, or by a majority of the members of a committee of two or more disinterested directors appointed by a vote;
(2) By special legal counsel:
(A) Selected in the manner prescribed in subdivision (1) of this subsection; or
(B) If there are fewer than two disinterested directors, selected by the board of directors in which selection directors who do not qualify as disinterested directors may participate; or
(3) By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the determination.
(c) Authorization of indemnification is to be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two disinterested directors or if the determination is made by special legal counsel, authorization of indemnification is to be made by those entitled under paragraph (B), subdivision (2), subsection (b) of this section to select special legal counsel.
Section 31D-8-856. Indemnification of Officers.
(a) A corporation may indemnify and advance expenses under this part to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:
(1) To the same extent as a director; and
(2) If he or she is an officer but not a director, to a further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract except for:
(A) Liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses incurred in connection with the proceeding; or
(B) Liability arising out of conduct that constitutes:
(i) Receipt by him or her of a financial benefit to which he or she is not entitled;
(ii) An intentional infliction of harm on the corporation or the shareholders; or
(iii) An intentional violation of criminal law.
(b) The provisions of subdivision (2), subsection (a) of this section apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.
(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section eight hundred fifty-two of this article and may apply to a court under section eight hundred fifty-four of this article for indemnification or an advance for expenses in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
(b)City Holding Company Articles of Incorporation
The City Holding Articles of Incorporation provide that City Holding shall
indemnityindemnify any current or former officer or director of City Holding or a person serving as an officer or director of another corporation at City Holding’s request against costs and expenses incurred by him in connection with a claim or proceeding against him by reason of his being or having been an officer or director, unless the claim or proceeding relates to matters as to which the officer or director has been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the
corporation.Company. To the extent that the
Boardboard of
Directorsdirectors of City Holding determines that a settlement is in City Holding’s best interests, City Holding shall reimburse the officer or director for any amounts paid in effecting the settlement and for reasonable expenses associated therewith.
II-1
EXHIBIT INDEX(c) | | | | |
Exhibit
No.
| | | Description
|
| |
| 1.1 | | | Form of Underwriting Agreement* |
| |
| 4.1 | | | Form of certificate of designation of series of preferred stock* |
| |
| 4.2 | | | Form of securities and warrant agreement* |
| |
| 5.1 | | | Opinion of Jackson Kelly PLLC* |
| |
| 8.0 | | | Opinion as to certain federal income tax matters* |
| |
| 23.1 | | | Consent of Ernst & Young LLP |
| |
| 23.2 | | | Consent of Jackson Kelly PLLC (included in Exhibit 5.1)* |
| |
| 24 | | | Power of Attorney of certain officers and directors (located on the signature page to the Registration Statement) |
* ToInsurance
City Holding has purchased insurance coverage under policies that insure directors and officers against certain liabilities that might be incurred by them in their capacities as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 16. Exhibits
The exhibits listed on the Exhibit Index of this registration statement are filed
as applicable, by amendmentherewith or
as an exhibit to a documentare incorporated
herein by reference
herein for the specific offering of securities, if any, to
which it relates.other filings.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
toTo include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
toTo reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than
20 percent20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
toTo include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.II-2
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
(i) Each prospectus filed by
athe Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof;provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of
athe Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
eachthe undersigned Registrant undertakes that in a primary offering of securities of
anthe undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of
anthe undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of
anthe undersigned Registrant or used or referred to by
anthe undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about
anthe undersigned Registrant or its securities provided by or on behalf of
anthe undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by
anthe undersigned Registrant to the purchaser.
(6) That,
(b) The undersigned Registrant hereby undertakes that, for
the purposes of determining any liability under the Securities Act,
of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of
eachthe Registrant pursuant to the foregoing provisions, or otherwise,
eachthe Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
athe Registrant of expenses incurred or paid by a director, officer or controlling person of
athe Registrant in the
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successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, thatthe Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(e) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 487(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(f) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(g) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (“Act”) in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Act.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charleston, State of West Virginia, on December 5, 2012.October 18, 2016.
|
| | |
|
| CITY HOLDING COMPANY |
| |
| By: | | /s/ Charles R. Hageboeck | |
| | Charles R. Hageboeck | |
| President and Chief Executive Officer |
| |
By: | | /s/ David L. Bumgarner |
| | David L. Bumgarner
Senior Vice President, Chief Financial Officer
and Principal Accounting Officer
(Principal Financial Officer)
|
POWER OF ATTORNEY
Each of the undersigned hereby appoints Charles R. Hageboeck as attorney-in-fact and agent for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, any and all amendments (including post-effective amendments) to this Registration Statement, with any schedules or exhibits thereto, and any and all supplements or other documents to be filed with the Securities and Exchange Commission pertaining to the registration of securities covered hereby, with full power and authority to do and perform any and all acts and things as may be necessary or desirable in furtherance of such registration.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statementregistration statement has been signed
below by the following persons in the capacities and on the dates indicated.
|
| | | |
Signatures
Name | | Title
Capacity | Date |
| | Date
| |
| /s/ Charles R. Hageboeck | | President, Chief Executive Officer, Director | October 18, 2016 |
| Charles R. Hageboeck | | | |
| | | |
| /s/ David L. Bumgarner | | Chief Financial Officer | October 18, 2016 |
| David L. Bumgarner | | (Principal Accounting Officer) | |
| | | |
| /s/ C. Dallas Kayser | | Chairman of the Board, Director | October 18, 2016 |
| C. Dallas Kayser* | | | |
| | | |
| /s/ John R. Elliot | | Director | October 18, 2016 |
| John R. Elliot* | | | |
| | | |
| /s/ Charles W. Fairchilds | | Director | October 18, 2016 |
| Charles W. Fairchilds* | | | |
| | | |
| /s/ William H. File, III | | Director | October 18, 2016 |
| William H. File, III* | | | |
| | | |
| /s/ Robert D. Fisher | | Director | October 18, 2016 |
| Robert D. Fisher* | | | |
| | | |
| /s/ Jay C. Goldman | | Director | October 18, 2016 |
| Jay C. Goldman* | | | |
| | | |
| /s/ Patrick C. Graney, III | | Director | October 18, 2016 |
| Patrick C. Graney, III* | | | |
| | | |
| /s/ David W. Hambrick | | Director | October 18, 2016 |
| David W. Hambrick* | | | |
|
| | | |
/s/ Philip L. McLaughlin Philip L. McLaughlin
Tracy W. Hylton, II | | Chairman of the Board, Director
| October 18, 2016 |
| Tracy W. Hylton, II* | | December 5, 2012 | |
| | |
/s/ Hugh R. Clonch
Hugh R. Clonch
| | Director
| |
| /s/ J. Thomas Jones | | December 5, 2012Director | October 18, 2016 |
| | |
/s/ Oshel B. Craigo
Oshel B. Craigo
J. Thomas Jones* | | Director
| |
| | December 5, 2012 | |
| | |
/s/ John R. Elliot John R. Elliot
James L. Rossi | | Director | October 18, 2016 |
| James L. Rossi* | | December 5, 2012 | |
| | | |
| /s/ Sharon H. Rowe | | Director | October 18, 2016 |
| Sharon H. Rowe* | | | |
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* The above-named directors of the Registrant sign this registration statement on Form S-3 by Charles R. Hageboeck, their attorney-in-fact, pursuant to Powers of Attorney signed by the above-named directors, which Powers of Attorney are filed with this registration statement on Form S-3 as exhibits.
| | | | |
| | |
By: | /s/ William H. File, IIIWilliam H. File, III
Charles R. Hageboeck | |
Director
| Charles R. Hageboeck | |
December 5, 2012 | President and Chief Executive Officer | |
| Attorney-in-Fact | |
CITY HOLDING COMPANY
Registration Statement on Form S-3
EXHIBIT INDEX
|
| | |
/s/ Robert D. Fisher
Robert D. Fisher
Exhibit | | Director
|
| No. | | December 5, 2012Description |
| | |
/s/ Jay C. Goldman
Jay C. Goldman
| | Director
| | December 5, 2012 |
| | |
/s/ Charles R. Hageboeck
Charles R. Hageboeck
| | President and Chief Executive
Officer, Director
| | December 5, 2012 |
| | |
/s/ David W. Hambrick
David W. Hambrick
| | Director
| | December 5, 2012 |
| | |
/s/ Tracy W. Hylton, II
Tracy W. Hylton, II
| | Director
| | December 5, 2012 |
| | |
/s/ C. Dallas Kayser
C. Dallas Kayser
| | Director
| | December 5, 2012 |
| | |
/s/ James L. Rossi
James L. Rossi
| | Director
| | December 5, 2012 |
| | |
/s/ Sharon H. Rowe
Sharon H. Rowe
| | Director
| | December 5, 2012 |
| | |
/s/ David L. Bumgarner
David L. Bumgarner
| | Senior Vice President, Chief Financial Officer and Principal Accounting Officer | | December 5, 2012 |
II-5
EXHIBIT INDEX
| | |
Exhibit
No.
| | Description
|
| |
| 1.1 | | Form of Underwriting Agreement* |
| Agreement* |
| 4.1 | | Form of certificateCertificate of designationDesignation of seriesSeries of preferred stock* |
| Preferred Stock* |
| 4.2 | | Form of securities and warrant agreement*Deposit Agreement* |
| 4.3 | | Form of Depositary Receipt* |
| 4.4 | | Form of Senior Debt Security* |
| 4.5 | | Form of Subordinate Debt Security* |
| 4.6 | | Form of Indenture for Senior Debt Securities |
| 4.7 | | Form of Indenture for Subordinate Debt Securities |
| 4.8 | | Form of Securities and Warrant Agreement* |
| 4.9 | | Form of Securities and Unit Agreement* |
| 5.1 | | Opinion of Jackson Kelly PLLC*Dinsmore & Shohl LLP |
| |
8.012.1 | | Opinion asStatement of Computation of Ratio of Earnings to certain federal income tax matters* |
| Fixed Charges |
| 23.1 | | Consent of Ernst & Young LLP |
| 23.2 | | Consent of Dinsmore & Shohl LLP** |
|
| | |
23.224.1 | | ConsentPowers of Jackson Kelly PLLC (included in Exhibit 5.1)Attorney for Directors and Executive Officers of City Holding Company |
| | |
| 25.1 | | Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 of the trustee to be named under the Indenture for Senior Debt Securities*** |
| | |
| 25.2 | | Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939 of the trustee to be named under the Indenture for Subordinate Debt Securities*** |
_____________
|
| |
24 | | Power of Attorney of certain officers and directors (located on the signature page to the Registration Statement) |
| * | To be filed as applicable,subsequently by an amendment to the registration statement or as an exhibit to a document incorporated by reference herein for the specific offering of securities, if any, to which it relates. |
| ** | Included in Exhibit 5.1 of this registration statement. |
| *** | To be filed subsequently, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 under the electronic form type "305B2"." |
II-6