UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-K/A
[X]
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
fiscal year ended December 31, 2008
or
[ ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the
transition period from __________ to __________.
Commission
File Number 0-11733
CITY
HOLDING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
|
West
Virginia
|
55-0619957
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
25
Gatewater Road, Cross Lanes, WV
(Address
of Principal Executive Offices)
|
Identification
No.)
25313
(Zip
Code)
|
304-769-1100
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of Each Class
|
Name
of Each Exchange on Which Registered:
|
|
|
None
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None
|
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $2.50 par value
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. [ ] Yes [X]
No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. [ ] Yes [X]
No
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition 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]
|
|
|
Non-accelerated
filer [ ] (Do not check if a smaller reporting
company)
|
Smaller
reporting company
[ ]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
[ ]
Yes [X] No
As of
June 30, 2008, the last business day of the registrant’s most recently completed
second quarter, the aggregate market value of the shares of common stock held by
non-affiliates, based upon the closing price per share of the registrant’s
common stock as reported on the Nasdaq National Market System, was approximately
$635.9 million. (Registrant has assumed that all of its executive
officers and directors are affiliates. Such assumption shall not be
deemed to be conclusive for any other purpose.)
As of
February 27, 2009, there were 15,933,781 shares of the Company’s common stock,
$2.50 par value, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the annual report to security holders for the fiscal year ended December 31,
2008 are incorporated by reference into Part I, Item 1 and Part II, Items 6, 7,
7A, and 8. Portions of the Proxy Statement for the 2009 annual shareholders’
meeting to be held on April 29, 2009 are incorporated by reference into Part
III, Items 10, 11, 12, 13, and 14.
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EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2008, which the Registrant
previously filed with the Securities and Exchange Commission (the “SEC”) on
March 4, 2009 (the “Original Filing”). The Registrant is filing this
Amendment solely to correct typographical errors in the Stock Repurchase Plan in
the Original Filing. In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, new certifications by our principal
executive officer and principal financial officer are filed as exhibits to this
Filing in this Form 10-K/A. Accordingly, this Form 10-K/A does not
reflect events occurring after this filing of the Original Filing or modify or
update those disclosures affected by subsequent events. Accordingly,
this Form 10-K/A should be read in conjunction with our filings made with the
SEC after the filing of the Original Filing. Forward-looking
statements in this Amendment have also not been updated from the 2008 Form 10-K
that was filed on March 4, 2009.
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PART
II
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Item 5.
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Market for Registrant's Common Equity, Related
Stockholder Matters, and Issuer Purchases of Equity
Securities
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Stock
Repurchase Plan
The
following table sets forth information regarding the Company's common stock
repurchases transacted during the quarter:
|
Period
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Total
Number
of
Shares
Purchased
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Average
Price
Paid
per
Share
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Total
Number
of
Shares
Purchased
as
Part of Publicly
Announced
Plans
or
Programs (a)
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Maximum
Number of Shares that May Yet Be Purchased Under the Plans or
Programs
|
||||||
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October
1 – October 31, 2008
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-
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$
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-
|
-
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437,528
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|||||
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November
1 – November 30, 2008
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169,400
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$
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31.48
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169,400
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268,128
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|||||
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December
1 - December 31, 2008
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62,700
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$
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30.68
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62,700
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205,428
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|||||
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(a)
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In August 2007, the Company
announced that the Board of Directors had authorized the Company to buy
back up to 1,000,000 shares of its common stock, in open market
transactions at prices that are accretive to continuing
shareholders. No timetable was placed on the duration of this
share repurchase
program.
|
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PART
IV
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Item 15.
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Exhibits, Financial Statement
Schedules
|
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(a)(3)
Exhibits
|
|
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31
(a)
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Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Charles R.
Hageboeck
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31(b)
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Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for David L.
Bumgarner
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32(a)
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Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 for Charles R. Hageboeck
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32(b)
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Certification
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 for David L.
Bumgarner
|
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SIGNATURES
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Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Date: July
21, 2009
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/s/
David L. Bumgarner
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||
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David
L. Bumgarner
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|||
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Senior
Vice President, Chief Financial Officer and Principal Accounting
Officer
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|||
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(Principal
Financial Officer)
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|||
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EXHIBIT
INDEX
The
following exhibits are filed herewith.
Exhibit Description
|
Certification
pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by
Charles R. Hageboeck
|
|
Certification
pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by David
L. Bumgarner
|
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 by Charles R.
Hageboeck
|
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 by David L.
Bumgarner
|
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