UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2001 CITY HOLDING COMPANY (Exact name of registrant as specified in its charter) West Virginia 0-17733 55-0619957 ------------- ------- ---------- (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation or organization) Identification Number) 25 Gatewater Road Charleston, West Virginia, 25313 (Address of principal executive officers) (304) 769-1100 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events On August 16, 2001, City Holding Company ("the Company") issued a news release announcing that it had signed a definitive agreement to sell its California banks, Frontier State Bank and Del Amo Savings Bank, FSB to FirstFed Financial Corp. The Company expects to receive $23 million in cash in exchange for the common stock of both companies. The proposed sale is subject to regulatory approvals and is expected to close during the fourth quarter of 2001. Attached as Exhibit 99 is a news release describing the proposed sale. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements None (b) Pro Forma Financial Information None (c) Exhibits 99 News Release issued on August 16, 2001 Pursuant to the requirements of the Securities and 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: August 31, 2001 By: /s/ Michael D. Dean ---------------------------------- Michael D. Dean Senior Vice President - Finance, Chief Accounting Officer and Duly Authorized Officer