Exhibit 99
NEWS RELEASE
For Immediate Release
April 25, 2002
For Further Information Contact:
Jerry Francis, Chairman & CEO
(304) 769-1101
City Holding Company Announces the Retirement of its Chairman; Elects
New Leader Following Annual Shareholders' Meeting
Stock Performance Best in the Country Over the Past 12 Months
Charleston, West Virginia - City Holding Company, "the Company" (NASDAQ:CHCO;
CHCOP), a $2.1 billion bank holding company headquartered in Charleston, today
announced the retirement of Philip L. McLaughlin as chairman. The Board elected
Gerald R. (Jerry) Francis, City's president and chief executive officer, to
succeed Mr. McLaughlin as chairman during its annual organizational meeting.
The Company also announced to its shareholders that it believes it has completed
a financial turnaround, as evidenced by the Company's recent reporting of a
second consecutive profitable quarter. As a result of the improved earnings, and
dramatic improvements in key performance ratios, City Holding Company's stock
enjoyed the highest price appreciation in the nation over the twelve-month
period from April 15, 2001 through April 15, 2002 for banks $1 to $5 billion in
asset size. The price change for the Company's common shares increased 129% over
the period, according to SNL Financial of Charlottesville, VA.
Mr. Francis advised shareholders that the Company believes it is fully compliant
with the formal agreement it has with the Office of the Comptroller of the
Currency, and hopeful that the agreement will be lifted in the near future. Even
if the formal agreement is lifted, the Company will remain restricted in its
ability to pay cash dividends or buy back shares without prior approval of both
the OCC and the Federal Reserve as a consequence of the agencies policies. Both
agencies may, however, approve exceptions to their policies and the Company
previously announced that it believes it will be permitted to pay preferred
shareholders their accrued dividends some time this year. Mr. Francis announced
that the Company would wish to restore cash dividends to common shareholders or
engage in a stock buy back program, or both, at the earliest possible date and
expects to make a request for a policy exception in the near future.
McLaughlin was re-elected at the Annual Shareholders' Meeting to a serve a new,
three-year term, as director. His retirement from active management of the Bank
will be June 30, 2002.
In announcing Mr. McLaughlin's retirement, Mr. Francis said: "The Board of
Directors and I deeply appreciate the outstanding job that Phil has done in
assisting with City Holding Company's financial turnaround over the year and in
leading the Bank's operations in the Allegheny Region since joining the Company.
His customer and community focus, dedication, and commitment are recognized and
respected throughout the Company. In fact, Phil delayed his retirement from the
Company until its financial turnaround was assured, due to his commitment to the
long-term success of this organization."
"I am proud to have been associated with this organization, and in successfully
leading it through a pivotal period where we have restored value to the
investors who believe in our Company," said McLaughlin. "However, after 35 years
of service, it's time for me to focus more of my time on enjoying my family and
traveling."
A native of Lewisburg, West Virginia, Mr. McLaughlin graduated from Greenbrier
Military School and received a Bachelor of Arts degree in mathematics from the
College of William and Mary University, Williamsburg, Virginia. He also
completed the Stonier Graduate School of Banking program at Rutgers University.
Mr. McLaughlin joined City Holding Company in December 1998 through the merger
of Horizon Bancorp, Inc. into City Holding Company. He was formerly president
and chief operating officer and director of Horizon Bancorp, Inc., Beckley, West
Virginia. He also served as president and chief executive officer and director
of Greenbrier Valley National Bank, Lewisburg, West Virginia prior to its
becoming part of Horizon Bancorp, Inc.
Mr. McLaughlin has been very active in civic, cultural and service-related
organizations in the greater Greenbrier area. He is a member of the Lewisburg
Rotary Club, and formerly served as its president. He has served many years with
Penny Pitch, a civic fund-raiser assisting needy families in the community. He
serves on the West Virginia School of Osteopathic Medicine Foundation Board and
the Greenbrier Community College Board. He was a director of the West Virginia
Bankers Association from 1985-1990 and served as president of the association in
1988-1989. He also served a three-year term as a director for the Federal
Reserve Bank of Richmond. Mr. McLaughlin and his wife, Paula, will continue to
reside in the Lewisburg area. They have four children and seven grandchildren.
"The timing is right for this decision," said Francis. "Over the last year, with
Phil's assistance, the Company has positioned itself for sustained financial
performance. City has a solid foundation for growing its core West Virginia
banking operations. I am confident that the management team is focused on the
right strategies that should result in continued profitability."
Francis joined City Holding Company as president and chief executive officer in
2001. He has been instrumental in orchestrating the Company's successful
financial turnaround. Francis was previously president of Peoples Bank & Trust
Company in Indianapolis until that bank was acquired. From 1992 to 1995 he was a
regional president and then chairman of Bank One in Cincinnati Ohio.
City Holding Company is the parent company of City National Bank of West
Virginia. In addition to the Bank, City National Bank operates CityInsurance
Professionals, an insurance agency offering a full range of insurance products
and services.
Information in this news release may contain certain forward-looking statements
that are included pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such information involves risks and
uncertainties that could cause the Company's actual results to differ from those
projected in the forward-looking information. Important factors that could cause
actual results to differ materially from those discussed in such forward-looking
statements include, but are not limited to, (1) the Company may incur additional
loan loss provision due to negative credit quality trends in the future that may
lead to a deterioration of asset quality, or conversely, the Company may incur
less, or even negative, loan loss provision due to positive credit quality
trends in the future and further resolution of various loan quality issues; (2)
the Company may experience increases in the default rates on its retained
interests in securitized mortgages causing it to take impairment charges to
earnings; (3) the Company could have adverse legal actions of a material nature;
(4) the Company may face competitive loss of customers associated with its
efforts to increase fee-based revenues; (5) the Company may be unable to manage
its expense levels due to the expenses associated with its loan portfolio
quality, regulatory, and legal issues; (6) current earnings from the Company's
subsidiaries may not be sufficient to fund the cash needs of the Parent Company,
including the payment of stockholders' dividends and interest payments required
to be paid to City Holding Company Capital Trust and the City Holding Company
Capital Trust II; (7) rulings affecting, among other things, the Company's and
its banking subsidiaries' regulatory capital and required loan loss allocations
may change, resulting in the need for increased capital levels; (8) changes in
the interest rate environment may have results on the Company's operations
materially different from those anticipated by the Company's market risk
management functions; (9) changes in general economic conditions and increased
competition could adversely affect the Company's operating results; and (10)
changes in other regulations and government policies affecting bank holding
companies and their subsidiaries, including changes in monetary policies, could
negatively impact the Company's operating results. Forward-looking statements
made herein reflect management's expectations as of the date such statements are
made. Such information is provided to assist stockholders and potential
investors in understanding current and anticipated financial operations of the
Company and is included pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company undertakes no obligation
to update any forward-looking statement to reflect events or circumstances that
arise after the date such statements are made