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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES AND EXCHANGE ACT of 1934
October 10, 1997
Date of Report
City Holding Company
(Exact name of registrant as specified in its charter)
West Virginia 0-11733 55-0619957
(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
3601 MacCorkle Avenue, Southeast
Charleston, West Virginia 25304
(Address of principal executive offices)
(304) 925-6611
(Registrant's telephone number, including area code)
N/A
(former name or former address, if changed since last report)
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ITEM 5. Other Events.
City Holding Company, through its wholly owned subsidiary The
City National Bank of Charleston, has acquired First Allegiance
Financial Corporation (First Allegiance). First Allegiance, formed in
1996, is a mortgage loan origination company headquartered in Irvine,
California. First Allegiance, licensed in 27 states, originates junior
lien mortgages for sale to independent third parties.
City National Bank and First Allegiance have agreed to an
initial purchase price of approximately $15 million, comprising a
combination of 300,000 unregistered shares of City Holding Company
common stock and cash, in exchange for substantially all of the assets
and liabilities of First Allegiance. Additional consideration is
contingent upon the First Allegiance division satisfying certain
pre-established loan production levels subsequent to the acquisition. A
copy of the Supplemental Purchase Agreement and the Asset Purchase
Agreement are filed herewith as Exhibit 10.1 and 10.2. The maximum
purchase price equals approximately 23% of First Allegiance's
annualized 3rd Quarter 1997 loan volume. The acquisition will be
accounted for as a purchase and is expected to be accretive to earnings
per share within 12 months. The first securitization of First
Allegiance's production is expected within the last quarter of 1997 or
first quarter of 1998.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
10.1 Supplemental Purchase Agreement by and among City Holding Company,
City National Bank and First Allegiance Financial Corporation, dated
October 9, 1997.
10.2 Asset Purchase Agreement by and among City Holding Company, City
National Bank, First Allegiance National Corporation and Robert L.
Labbe, dated October 9, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
City Holding Company
Date: October 10, 1997 By: /s/ Robert A. Henson
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Name: Robert A. Henson
Title: Chief Financial Officer
EXHIBIT INDEX
10.1 Supplemental Purchase Agreement by and among City Holding Company,
City National Bank and First Allegiance Financial Corporation, dated
October 9, 1997.
10.2 Asset Purchase Agreement by and among City Holding Company, City
National Bank, First Allegiance National Corporation and Robert L.
Labbe, dated October 9, 1997.