Filed by City Holding Company pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Classic Bancshares, Inc. Commission File No.: 000-27170
NEWS RELEASE
For Immediate Release January 19, 2005
City Holding Company
and Classic Bancshares, Inc. Announce Satisfaction of
Condition in Merger Agreement
CHARLESTON, West Virginia City
Holding Company (Cross Lanes, West Virginia) (Nasdaq: CHCO) and Classic Bancshares, Inc.
(Ashland, Kentucky) (Nasdaq: CLAS) announced today that a condition in their previously
announced agreement relating to the merger of Classic with and into City Holding has been
satisfied so that the merger consideration payable for each share of Classic common stock
will be 0.9624 shares of City common stock and $11.08 in cash, subject to the other terms
and conditions of the agreement. As previously announced, the merger agreement provided
that Classic would sell or have repaid a $4 million performing commercial loan prior to
the closing date for the merger. If the loan were sold or repaid for less than its legal
balance, shareholders of Classic would have received a proportionate reduction in the
$11.08 cash portion of the merger consideration. On January 19, 2005, the full legal
balance of the loan was repaid to Classic, satisfying the condition in the agreement and
fixing the $11.08 in cash (along with the 0.9624 shares of City common stock) that each
Classic shareholder is to receive for each Classic share in the merger, subject to the
other terms and conditions of the agreement.
Statements contained in this press
release that are not historical facts may constitute forward-looking statements (within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended), which
involve significant risks and uncertainties. The companies intend such forward-looking
statements to be covered in the Private Securities Litigation Reform Act of 1995, and are
including this statement for purposes of invoking these safe harbor provisions. The
companies ability to predict results or the actual effect of future plans or
strategies is inherently uncertain and involves a number of risks and uncertainties, some
of which have been set forth in the companies most recent annual reports on Form
10-K or Form 10-KSB, which disclosures are incorporated by reference herein. The fact that
there are various risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such statements.
City will be filing a Registration
Statement on Form S-4 concerning the merger with the Securities and Exchange Commission
(SEC), which will include a proxy statement/prospectus that will be mailed to
Classics shareholders. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of
charge, when filed, at the SECs website, www.sec.gov. In addition, documents filed
with the SEC by City will be available free of charge from the Secretary of City at 25
Gatewater Road, Cross Lanes, West Virginia 25313, telephone (304) 769-1112. Documents
filed with the SEC by Classic will be available free of charge from the Secretary of
Classic at 344 17th Street, P.O. Box 1527, Ashland, Kentucky, 41105, telephone (606)
326-2800. CLASSIC SHAREHOLDERS SHOULD READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE
MAKING A DECISION CONCERNING THE MERGER. Copies of all recent proxy statements and annual
reports are also available free of charge from the respective companies by contacting the
company secretary.
Classic and its directors and
executive officers may be deemed to be participants in the solicitation of proxies to
approve the merger. INFORMATION ABOUT THE PARTICIPANTS MAY BE OBTAINED THROUGH THE
SECS WEBSITE FROM THE DEFINITIVE PROXY STATEMENT FILED WITH THE SEC ON JULY 22,
2004, WITH RESPECT TO CLASSIC. Additional information regarding the interests of the
participants may be obtained by reading the proxy statement/prospectus regarding the
merger when it becomes available.
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