UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
11-K/A
Amendment
No. 1
[X]
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For
the
fiscal year ended December 31, 2005
or
[
]
Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of
1934
For
the
transition period from __________ to __________.
Commission
File Number: 0-11733
A.
Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
CITY
HOLDING COMPANY
401(k)
Plan and Trust
B.
Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
City
Holding Company
25
Gatewater Road
Charleston,
West Virginia 25313
Explanatory
Note
This
amendment to our Annual Report on Form 11-K for the fiscal year ended December
31, 2005 is being filed to include the consent of the Plan’s former Independent
Registered Public Accounting Firm, Ernst &Young LLP, Exhibit 23.2, and the
Report of the Plan’s Independent Registered Public Accounting Firm, Ernst &
Young LLP, for the year ended December 31, 2004. These items were inadvertently
omitted from the original filing of the Form 11-K.
This
amendment does not reflect events occurring after the filing date of the
original Form 11-K and does not modify or update the disclosures in the original
Form 11-K, other than the additions noted above.
City
Holding Company
401(k)
Plan and Trust
Form
11-K/A
Year
Ended December 31, 2005
The
City
Holding Company 401(k) Plan and Trust (the Plan) is subject to the Employee
Retirement Income Security Act of 1974 (ERISA), as amended. Accordingly, in
lieu
of the requirements of Items 1-3 of this section, the Plan is filing financial
statements and supplemental schedules prepared in accordance with the financial
reporting requirements of ERISA. The following financial statements and
supplemental schedules, attached hereto, are filed as part of the Annual
Report:
Board
of
Directors
City
Holding Company
We
have
audited the accompanying statements of net assets available for benefits of
the
City Holding Company 401(k) Plan and Trust (the Plan) as of December 31, 2005,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 2005. These financial statements are the
responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform
an
audit of the Plan's internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting
the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provide a reasonable basis for our
opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan at December
31, 2005, and the changes in its net assets available for benefits for the
year
ended December 31, 2005, in conformity with U.S. generally accepted accounting
principles.
Our
audit
was performed for the purpose of forming an opinion on the financial statements
taken as a whole. The accompanying supplemental Schedule of Assets (Held at
End
of Year) as of December 31, 2005, is presented for purposes of additional
analysis and is not a required part of the financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/
Gibbons & Kawash
Charleston,
WV
June
29,
2006
-1-
Report
of Independent Registered Public Accounting Firm
Board
of
Directors
City
Holding Company
We
have
audited the accompanying statement of net assets available for benefits of
the
City Holding Company 401(k) Plan and Trust (the Plan) as of December 31,
2004. This financial statement is the responsibility of the Plan’s management.
Our responsibility is to express an opinion on this financial statement based
on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform
an
audit of the Plan’s internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In
our
opinion, the financial statement referred to above presents fairly, in all
material respects, the net assets available for benefits of the Plan at
December 31, 2004, in conformity with U.S. generally accepted accounting
principles.
/s/
Ernst
& Young LLP
Charleston,
West Virginia
June
15,
2005
|
December
31
|
|||||||
|
2005
|
2004
|
||||||
|
Assets
|
|||||||
|
Cash
and cash equivalents
|
$
|
31,700
|
$
|
52,887
|
|||
|
Accrued
interest and earnings
|
–
|
–
|
|||||
|
Investments
at fair value:
|
|||||||
|
Mutual
and commingled funds
|
17,522,000
|
11,721,589
|
|||||
|
Common
stock of City Holding Company
|
15,496,931
|
17,533,854
|
|||||
|
Participant
loans
|
1,128,369
|
979,957
|
|||||
|
Total
assets
|
34,179,000
|
30,288,287
|
|||||
|
Accrued
expenses and other liabilities
|
7,127
|
6,869
|
|||||
|
Payable
to participants
|
3,151
|
3,151
|
|||||
|
Net
assets available for benefits
|
$
|
34,168,722
|
$
|
30,278,267
|
|||
|
See
accompanying notes.
|
|||||||
-3-
City
Holding Company
401(k)
Plan and Trust
December
31, 2005
|
Additions
|
||||
|
Investment
income:
|
||||
|
Net
appreciation in fair value of investments
|
$
|
646,668
|
||
|
Interest
and dividends
|
496,663
|
|||
|
1,143,331
|
||||
|
Contributions:
|
||||
|
Contributions
from employer
|
542,481
|
|||
|
Contributions
from employees
|
1,405,689
|
|||
|
1,948,170
|
||||
|
Total
additions
|
3,091,501
|
|||
|
Deductions
|
||||
|
Withdrawals
and benefits paid directly to participants
|
2,993,140
|
|||
|
Administrative
expenses
|
18,600
|
|||
|
Total
payments and expenses
|
3,011,740
|
|||
|
Transfer
from Classic Bancshares, Inc. Employees Savings & Profit Sharing Plan
and Trust
|
3,810,694
|
|||
|
Net
increase
|
3,890,455
|
|||
|
Net
assets available for benefits:
|
||||
|
Beginning
of year
|
30,278,267
|
|||
|
End
of year
|
$
|
34,168,722
|
||
|
See
accompanying notes.
|
||||
1.
Significant Accounting Policies
Basis
of Accounting
The
accounting records of the City Holding Company 401(k) Plan and Trust (the Plan)
are maintained on the accrual basis of accounting.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from these estimates.
Cash
and Cash Equivalents
Cash
equivalents are short-term, highly liquid investments. The market value of
cash
equivalents approximates cost.
Investments
The
Plan
determines the fair value of its investment in City Holding Company common
stock
based on the stock’s quoted trade price. Investments in mutual and commingled
funds are valued at the Plan’s proportionate share of the quoted fair value of
net assets in each fund as of December 31, 2005 and 2004. The participant loans
are valued at their outstanding balances, which approximate fair
value.
Each
participant may designate the percentage of his or her contributions to be
invested into any of the investment options, offered by the Plan.
Risks
and Uncertainties
The
Plan
invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market and credit risks.
Due to the level of risk associated with certain investment securities, it
is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the statements
of net assets available for benefits.
-5-
City
Holding Company
401(k)
Plan and Trust
Notes
to
Financial Statements
December
31, 2005
2.
Description of Plan
The
following description of the Plan provides general only information.
Participants should refer to the Summary Plan Description for a complete
description of the Plan’s provisions.
General
The
Plan
is a defined contribution savings plan covering all employees of City Holding
Company and its subsidiaries (the Company) who are eligible for participation
in
the plan the first day of the month subsequent to date of hire or attaining
the
age of 21. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
The
Company’s contribution consists of a 50% match of the first 6% of each eligible
participant’s contribution as directed by the participant's investment
elections. If a participant does not elect investment options, all contributions
are invested in the default fund, as defined in the Plan agreement.
Participant
Accounts
Participants
may elect to contribute, on a salary-deferral basis, up to 15% of annual
compensation, subject to federal income tax limits. Included in participant
contributions are approximately $21,000 and $110,000 in 2005 and 2004,
respectively, of participant account balances rolled-over from previous employer
plans. Participants may elect, on an annual basis, to have the dividends on
their investment in Plan sponsor stock to be paid directly to the participant
or
reinvested in the participant’s account in the Plan sponsor stock.
Vesting
Participants
are immediately vested in all contributions, the employer match, and earnings
thereon when they are made to the Plan.
-6-
City
Holding Company
401(k)
Plan and Trust
Notes
to
Financial Statements
December
31, 2005
2.
Description of Plan (continued)
Participant
Loans
Participants
may borrow from their fund accounts a minimum of $1,000 up to a maximum of
equal
to the lesser of $50,000 or 50% of their account balance. Loan terms range
from
1-5 years or for a reasonable time period if for the purchase of a primary
residence. The loans are secured by the balance in the participant’s account and
bear interest at a reasonable rate. Participant assets are utilized to pay
administrative fees associated with processing participant loans. Principal
and
interest is paid ratably through semi-monthly payroll deductions.
Payment
of Benefits
Benefits,
representing each participant’s share in the Plan, are generally payable upon
the participating employee’s death, retirement, disability, or separation from
the Company. Benefits are payable in the form of cash, stock, or a combination
thereof.
Plan
Termination
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the plan
subject to the provisions of ERISA.
3.
Federal Income Taxes
The
Plan
has received a determination letter from the Internal Revenue Service dated
May
6, 2004, stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the Code) and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with
the
Code to maintain its qualification. The plan administrator believes the Plan
is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan, as amended, is qualified and the related
trust is tax-exempt.
-7-
City
Holding Company
401(k)
Plan and Trust
Notes
to
Financial Statements
December
31, 2005
4.
Related Party Transactions
The
Company provides certain accounting and administrative services to the Plan
without charge. The Company also pays certain administrative costs on behalf
of
the Plan, including legal and accounting fees.
City
National Bank of West Virginia, a subsidiary of the Company, is the trustee
of
the Plan’s assets.
5.
Investments
During
2005, the Plan’s investments (including investments purchased and sold as well
as those held during the year) appreciated in fair value as determined by quoted
market prices as follows:
|
Net
Realized
|
||||
|
and
Unrealized
|
||||
|
Appreciation
in Fair
|
||||
|
Value
of Investments
|
||||
|
Mutual
and commingled funds
|
$
|
766,162
|
||
|
Common
stock
|
(119,494
|
)
|
||
|
Total
|
$
|
646,668
|
||
The
fair
values of individual investments that represent 5% or more of the Plan’s net
assets are as follows:
|
December
31
|
|||||||
|
2005
|
2004
|
||||||
|
*
City Holding Company common stock
|
$
|
15,496,931
|
$
|
17,533,854
|
|||
|
Federated
Capital Preservation Fund
|
6,821,143
|
4,053,402
|
|||||
|
American
Funds American Balanced Fund
|
2,294,653
|
1,976,645
|
|||||
|
Federated
Capital Appreciation Fund
|
1,515,925
|
1,588,929
|
|||||
|
*
Party-in-interest
|
|||||||
-8-
City
Holding Company
401(k)
Plan and Trust
Notes
to
Financial Statements
December
31, 2005
6.
Plan Transfers
Effective
May 20, 2005, the Company acquired Classic Bancshares, Inc. (Classic), and
the
employees of Classic were then merged into the Plan. The participant assets
of
$3,810,694 in Classic’s previous plan were then transferred to the Plan based
upon the investment elections of the participants.
-9-
City
Holding Company
401(k)
Plan and Trust
Plan:
002
EIN: 550619957
December
31, 2005
|
(b)
|
(c)
|
(e)
|
||||||||||||
|
(a)
|
Identity
of Issue, Borrower, Lessor or Similar Party
|
|
Description
of Investment
|
Current
Value
|
||||||||||
|
Common
Stock:
|
||||||||||||||
|
*
|
City
Holding Company common stock
|
|
431,069
|
Shares
|
$
|
15,496,931
|
||||||||
|
Investments
in mutual or commingled funds:
|
||||||||||||||
|
Federated
Capital Appreciation Fund
|
60,444
|
Units
|
1,515,925
|
|||||||||||
|
Federated
Capital Preservation Fund
|
682,114
|
Units
|
6,821,143
|
|||||||||||
|
Federated
Kaufmann Fund
|
272,086
|
Units
|
1,523,682
|
|||||||||||
|
Federated
Short-Term Income Fund
|
99,399
|
Units
|
830,976
|
|||||||||||
|
Federated
Max-Cap Index Fund
|
27,490
|
Units
|
679,279
|
|||||||||||
|
Federated
Stock Trust Fund
|
18,810
|
Units
|
587,811
|
|||||||||||
|
Federated
Total Return Bond Fund
|
40,175
|
Units
|
423,841
|
|||||||||||
|
American
Funds American Balanced Fund
|
128,913
|
Units
|
2,294,653
|
|||||||||||
|
American
Funds EuroPacific Growth Fund
|
21,957
|
Units
|
892,099
|
|||||||||||
|
American
Funds Washington Mutual Investor Fund
|
3,631
|
Units
|
111,731
|
|||||||||||
|
American
Funds AMCAP Fund
|
11,903
|
Units
|
226,747
|
|||||||||||
|
Alger
Large Cap Growth Institutional Fund
|
31,843
|
Units
|
418,421
|
|||||||||||
|
Baron
Small Cap Fund
|
51,605
|
Units
|
1,195,692
|
|||||||||||
|
17,522,000
|
||||||||||||||
|
Cash
and cash equivalents:
|
||||||||||||||
|
Cash
|
8,584
|
|||||||||||||
|
Federated
Government Obligation Money Market Fund
|
23,116
|
Units
|
23,116
|
|||||||||||
|
31,700
|
||||||||||||||
|
|
Interest
at 5%-10%, maturing through
|
|||||||||||||
|
Participant
Loans
|
April
2018
|
1,128,369
|
||||||||||||
|
Accrued
Interest and Earnings
|
-
|
|||||||||||||
|
Total
|
$
|
34,179,000
|
||||||||||||
|
Column
(d) cost, has been omitted, as investments are participant
directed.
|
||||||||||||||
|
*
|
Indicates
a party-in-interest to the Plan.
|
|
||||||||||||
-10-
Pursuant
to the requirements of the Securities and Exchange Act of 1934, City Holding
Company has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
|
City
Holding Company
401(k)
Plan and Trust
|
||
| |
|
|
| By: | /s/ Craig G. Stilwell | |
|
Craig G. Stilwell |
||
| Plan Administrator | ||
June
29,
2006
-11-