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REGISTRATION NO.__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CITY NATIONAL CORPORATION
(Exact Name of Issuer as specified in its charter)
Delaware 95-2568550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 North Roxbury Drive
Beverly Hills, California 90210
(Address of Principal Executive Offices) (Zip Code)
CITY NATIONAL CORPORATION -- 1995 OMNIBUS PLAN
(Full title of the plan)
Richard H. Sheehan, Jr., Esq., Secretary
City National Bank
400 North Roxbury Drive, Fifth Floor
Beverly Hills, California 90210
(Name and address of agent for service)
With a copy to:
Steven L. Strange, Esq.
400 North Roxbury Drive, Fifth Floor
Beverly Hills, California 90210
(310) 888-6262
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 3,000,000/1/ $13.0625/2/ $39,187,500 $13,512.93
$1.00 Par Value
</TABLE>
/1/ Shares offered under stock options, restricted stock awards or performance
share awards, or in settlement of stock appreciation rights or tax offset
bonus rights.
/2/ Average of high and low prices of $13.25 and $12.875, respectively, at
March 20, 1996. Provided pursuant to Rule 457 solely for calculation of
registration fee.
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Approximate date of proposed sale: From time to time after effective date of
Registration Statement.
1 This document contains 9 pages. Exhibit Index on Page 7.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The registrant, City National Corporation, hereby incorporates into
this Registration Statement by reference the following documents, which have
been filed by the registrant with the SEC:
(a) The registrant's latest annual report on Form 10-K for the year
ended December 31, 1995, filed pursuant to Section 13 of the
Securities Exchange Act of 1934;
(b) The registrant's current reports on Form 8-K and 8-K/A dated
January 11, 1996, and March 15, 1996, filed pursuant to Section
13 of the Securities Exchange Act of 1934; and
(c) The description of the registrant's common stock which is
contained in the Registration Statement on Form 8-A filed on
April 20, 1990, by the registrant under Section 12 of the
Securities Exchange Act of 1934.
All documents subsequently filed by the registrant with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements incorporated into this Prospectus by reference
to the registrant's Annual Report on Form 10-K for the year ended December 31,
1995, have been so incorporated in reliance on the report of KPMG Peat
Marwick LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The legality of the securities offered hereby has been passed upon by
Steven L. Strange, Esq. Mr. Strange is Assistant Secretary of the registrant
and Managing Counsel for City National Bank, a wholly owned subsidiary of the
registrant.
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Item 6. Indemnification of Directors and Officers.
As authorized by Section 145 of the Delaware General Corporation Law,
the registrant's Articles of Incorporation provide that the registrant shall
indemnify officers and directors of the registrant against claims and expenses
by reason of the fact that any such person is or was an officer or director of
the registrant, provided certain requirements are satisfied and upon the
approval of the registrant's Board of Directors. The registrant carries an
insurance policy which covers directors and officers for liabilities insured
against.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion of Steven L. Strange, Esq., and consent.
24. Consent of KPMG Peat Marwick LLP.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of
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1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beverly Hills, State of California, on March 20,
1996.
CITY NATIONAL CORPORATION
Registrant
By: /s/ Russell Goldsmith
------------------------------------
RUSSELL GOLDSMITH, Vice Chairman and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints RUSSELL GOLDSMITH, FRANK P. PEKNY and RICHARD H.
SHEEHAN, JR., and each of them, as his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ Russell Goldsmith Vice Chairman and Chief March 20, 1996
- --------------------------------- Executive Officer
RUSSELL GOLDSMITH (Principal Executive
Officer)
/s/ Frank P. Pekny Chief Financial Officer March 20, 1996
- --------------------------------- and Treasurer
FRANK P. PEKNY (Principal Financial
Officer)
/s/ Heng Chen Assistant Treasurer March 20, 1996
- --------------------------------- (Principal Accounting
HENG CHEN Officer)
/s/ George H. Benter, Jr. Director March 20, 1996
- ---------------------------------
GEORGE H. BENTER, JR.
/s/ Richard L. Bloch Director March 20, 1996
- ---------------------------------
RICHARD L. BLOCH
/s/ Mirion P. Bowers, M.D. Director March 20, 1996
- ---------------------------------
MIRION P. BOWERS, M.D.
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ Stuart D. Buchalter Director March 20, 1996
- ---------------------------------
STUART D. BUCHALTER
/s/ Bram Goldsmith Chairman of the Board March 20, 1996
- ---------------------------------
BRAM GOLDSMITH
/s/ Burton S. Horwitch Director March 20, 1996
- ---------------------------------
BURTON S. HORWITCH
/s/ Charles E. Rickershauser, Jr. Director March 20, 1996
- ---------------------------------
CHARLES E. RICKERSHAUSER, JR.
/s/ Edward Sanders Director March 20, 1996
- ---------------------------------
EDWARD SANDERS
/s/ Andrea Van De Kamp Director March 20, 1996
- ---------------------------------
ANDREA VAN DE KAMP
/s/ Kenneth Ziffren Director March 20, 1996
- ---------------------------------
KENNETH ZIFFREN
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE NO.
<S> <C> <C>
5. Opinion of Steven L. Strange, Esq., 8
and Consent
24. Consent of KPMG Peat Marwick LLP 9
</TABLE>
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EXHIBIT 5
[LOGO OF CITY NATIONAL BANK]
LEGAL DEPARTMENT
FIFTH FLOOR
400 NORTH ROXBURY DRIVE
BEVERLY HILLS, CALIFORNIA 90210-5021
STEVEN L. STRANGE
Managing Counsel
(310) 888-6264
Fax (310) 888-6232
March 20, 1996
City National Corporation
400 North Roxbury Drive
Beverly Hills, CA 90210
RE: AUTHORIZATION OF 3,000,000 SHARES OF
CITY NATIONAL CORPORATION COMMON STOCK, $1.00 PAR VALUE,
PURSUANT TO CITY NATIONAL CORPORATION 1995 OMNIBUS PLAN
Ladies and Gentlemen:
As counsel to City National Corporation, I have made such inquiries and
reviewed such documents as I have deemed necessary, including without
limitation, the following:
(a) Certificate of Incorporation of City National Corporation, as
amended to date.
(b) By-laws of City National Corporation, as amended to date.
(c) Minutes of the Meeting of the Board of Directors of City National
Corporation held on February 22, 1995.
(d) Minutes of the Annual Meeting of Shareholders of City National
Corporation, held April 18, 1995.
(e) City National Corporation 1995 Omnibus Plan, as amended to date.
Based upon the foregoing, I am of the opinion that up to 3,000,000 shares
of City National Corporation common stock, $1.00 par value, to be issued
pursuant to the City National Corporation 1995 Omnibus Plan, will, when sold, be
legally issued, fully paid and not assessable.
I hereby consent to the use of this opinion as an Exhibit to City
National Corporation's Registration Statement on Form S-8, and to the reference
to me as Counsel for the Corporation under the caption "Interests of Named
Experts and Counsel" in the Prospectus.
Very truly yours,
/s/ Steven L. Strange
----------------------
STEVEN L. STRANGE
SLS\ Managing Counsel
8
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Exhibit 24
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
City National Corporation:
We consent to incorporation by reference in the City National Corporation 1995
Omnibus Plan registration statement (to be numbered) on Form S-8 of City
National Corporation of our report dated January 17, 1996, relating to the
consolidated balance sheet of City National Corporation and subsidiaries (the
"Company") as of December 31, 1995 and 1994, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995, which report
appears in the December 31, 1995 Annual Report on Form 10-K of City National
Corporation.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
March 20, 1996
