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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 17, 1995
CITY NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10521 95-2568550
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
400 North Roxbury Drive
Beverly Hills, California 90210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 888-6000
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ITEM 5. OTHER EVENTS.
On August 17, 1995, the registrant announced that its wholly-owned
subsidiary, City National Bank ("CNB"), had entered into an agreement with San
Paolo Bank Holding S.A. ("San Paolo") of Turin, Italy, whereby CNB will acquire
all of the issued and outstanding stock of San Paolo's wholly-owned subsidiary,
First Los Angeles Bank ("First LA"), which will be merged with and into CNB.
The purchase price is $85 million in cash, subject to adjustment for certain
equity and reserve minimums, and prior to the closing, San Paolo will purchase
from First LA certain currently performing commercial real estate loans which
now total approximately $60 million. The transaction is subject to regulatory
approval and is expected to close within six months. A copy of the registrant's
press release is attached hereto and by this reference incorporated herein.
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 thereunto duly authorized.
CITY NATIONAL CORPORATION,
a Delaware corporation
Dated: August 22, 1995 /s/ Frank P. Pekny
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FRANK P. PEKNY, Executive Vice
President, Chief Financial Officer and
Treasurer
1
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CITY NATIONAL CITY NATIONAL
CORPORATION BANK News
400 North Roxbury Drive
Beverly Hills, California 90210
For Immediate Release
August 17, 1995
CONTACT: Financial: Media:
Frank Pekny J.A. Dunnigan
City National Bank City National Bank
(310) 888-6700 (310) 888-6636
Mario Garresi Craig A. Parsons
First Los Angeles Bank Pondel Parsons &
(310) 557-1211 Wilkinson
(310) 207-9300
CITY NATIONAL TO ACQUIRE FIRST LOS ANGELES BANK
Beverly Hills, California -- City National Corporation (NYSE:CYN) today
announced that City National Bank, its principal subsidiary, has signed a
definitive agreement to acquire First Los Angeles Bank ("First LA") from San
Paolo Bank Holding S.A. ("San Paolo") of Turin, Italy. First LA has
approximately $882 million in assets as of June 30, 1995 and is based in Century
City, California. Upon the completion of the acquisition, City National will
remain a well-capitalized institution with approximately $3.3 billion in assets,
serving well-defined markets including small to mid-size businesses,
professionals, high net worth individuals, the entertainment industry and real
estate sector in Southern California. The transaction involves the merger into
City National Bank of First LA in exchange for $85 million in cash, subject to
adjustment for
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FLA Acquisition
August 17, 1995
Page 2
certain equity and reserve minimums. The transaction is also subject to
regulatory approval and is expected to close within six months. Immediately
prior to the closing of the transaction, San Paolo will purchase from First LA
certain currently performing commercial real estate loans which now total
approximately $60 million, the effect of which is to reduce the overall level of
real estate loan concentration.
Bram Goldsmith, City National chairman and chief executive officer, said
"By combining two institutions which share a common philosophy, the acquisition
creates multiple benefits for City National, including greater market
penetration, and an expanded base of both core deposits and earning assets.
"The combined banks create significant synergies and operating
efficiencies that allow City National to increase earnings. This acquisition
also represents an effective use of our excess capital," Goldsmith stated.
A San Paolo spokesman indicated, "This transaction is consistent with San
Paolo's desire to focus its United States network on wholesale banking, while
concentrating its retail business in Europe. We believe, moreover, that First LA
is becoming part of a very well-regarded institution whose business operations
mirror its own."
At June 30, 1995, First LA had assets of $882 million, deposits of $762
million, and equity of $77 million. It currently has 10 banking offices located
in Southern California. City National had total assets of $2.8 billion and
equity of $351 million at June 30, 1995. Founded more than 40 years ago, City
National has 16 banking offices in Los Angeles, Orange and San Diego counties.
City National Bank, a federally chartered commercial bank headquartered
in Beverly Hills, is the principal subsidiary of City National Corporation.
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