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)
May
2, 2006
CITY
HOLDING COMPANY
(Exact
Name of Registrant as Specified in its Charter)
Commission
File Number: 0-17733
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West
Virginia
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55-0169957
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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25
Gatewater Road, Cross Lanes, WV 25313
(Address
of Principal Executive Offices, Including Zip Code)
304-769-1100
(Registrant’s
Telephone Number, Including Area Code)
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
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Section
4 - Matters Related to Accountants and Financial
Statements
Item 4.01.
Changes in Registrant’s Certifying Accountant.
On
May 2, 2006, the Audit Committee of the Board of Directors of City Holding
Company (the “Registrant”) approved the dismissal of Ernst & Young LLP
(“E&Y”) as the independent registered public accounting firm for the City
Holding Company 401k Plan and Trust (the “401(k) Plan”). Further, on May 2,
2006, the Audit Committee of the Board approved Gibbons & Kawash as the
401(k) Plan’s new independent registered public accounting firm for the
year ended December 31, 2005.
The
report of E&Y on the financial statements of the 401(k) Plan for the years
ended December 31, 2004 and 2003 contained no adverse opinion or disclaimer
of opinion, and such report was not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During
the years ended December 31, 2004 and 2003 and through May 2, 2006,
there were no disagreements with E&Y on any accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which
disagreements if not resolved to the satisfaction of E&Y would have caused
it to make a reference to the subject matter of the disagreements in connection
with its report on the 401(k) Plan’s financial statements for such
years.
No
reportable event as described in paragraph (a)(1)(v) of Item 304 of
Regulation S-K has occurred during the years ended December 31, 2004 and
2003 and through May 2, 2006 with respect to the 401(k) Plan.
The
401(k) Plan provided a copy of the foregoing disclosures to E&Y prior to the
date of the filing of this report and requested that E&Y furnish it with a
letter addressed to the United States Securities and Exchange Commission
stating
whether or not it agrees with the above disclosures. A copy of the letter
furnished in response to that request is filed as Exhibit 99 to this Current
Report on Form 8-K.
Effective
on May 2, 2006, the Registrant engaged Gibbons & Kawash as its new
independent registered public accounting firm for the Plan, effective
immediately. Prior to its appointment as independent accountants, Gibbons
&
Kawash had not been consulted by the Registrant on any of the matters referenced
in Regulation S-K Item 304(a)(2).
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
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99
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Letter
of Ernst & Young LLP regarding change in certifying
accountant.
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-2-
Signatures
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.
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Dated:
May
2, 2006
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City
Holding Company
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By:
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/s/
David L. Bumgarner
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David
L. Bumgarner
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Chief
Financial Officer
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