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(304) 769-1100
(Registrant’s Telephone Number, Including Area Code)
N/A
Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On December
29, 2004, City Holding Company (the “Registrant”) and Classic Bancshares, Inc. (“CBI”)
jointly announced the signing of a definitive agreement (the “Agreement”)
pursuant to which CBI will be merged with and into the Registrant (the “Merger”),
and CBI’s bank subsidiary will be merged with and into Registrant’s bank
subsidiary. The Agreement provides that upon the effective date of the Merger, each share
of common stock of CBI, par value $0.01 per share, will be converted into the right to
receive .9624 shares of the Registrant’s common stock, $2.50 par value per share (“Registrant
Common Stock”). Additionally, CBI has agreed to sell or have repaid a $4 million
performing commercial loan prior to the closing date of the Merger. If the loan is sold
or repaid for less than its legal balance, shareholders of CBI will receive a
proportionate reduction in the cash consideration received in the Merger. The cash to be
received by shareholders in the Merger could range between $9.47 and $11.08 per share,
depending on the results of the sale or repayment of the loan. Based on the closing price
of Registrant Common Stock on December 28, 2004 ($36.80), the transaction has an
aggregate value of approximately $77.4 million (assuming that outstanding stock options
for 109,435 shares held by directors of CBI will be cashed out at the difference between
the Merger consideration and the exercise price of the options and stock options for
210,385 shares will be exercised prior to the closing).
The Merger will be accounted for as a purchase and is expected to close in the second quarter of 2005. The Agreement has been approved by the boards of directors of Registrant and CBI. However, it is subject to certain other conditions, including the approval of CBI’s shareholders and the approval of regulatory authorities. The directors of CBI and Classic have agreed to vote their shares in favor of the Merger.
The above description does not purport to be a complete statement of the parties’ rights and obligations under the Agreement and is qualified in its entirety by reference to the Agreement. Pursuant to General Instruction F to Form 8-K, the Agreement concerning the Merger is incorporated herein by reference and is attached hereto as Exhibit 2(1).
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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