<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1997
REGISTRATION NO. 333-16197
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
CITY NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 6712 95-2568550
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification
Incorporation or Code Number) Number)
Organization)
400 North Roxbury Drive
Beverly Hills, California 90210
(310) 888-6000
(Address, Including Zip Code, and Telephone Number,
Including Area Code of Registrant's Principal Executive Offices)
------------------------------
Richard H. Sheehan, Jr., Esq.
Senior Vice President and General Counsel
City National Corporation
400 North Roxbury Drive
Beverly Hills, California 90210
(310) 888-6000
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent For Service)
COPIES TO:
Judith T. Kitano, Esq.
Munger, Tolles & Olson
355 South Grand Avenue
Los Angeles, California 90071-1560
(213) 698-9100
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box: / /
<PAGE>
POST-EFFECTIVE AMENDMENT NO 1.
REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No.1 amends the registration statement on
Form S-4 (Registration No. 333-16197) of City National Corporation ("City
National"), originally filed with the Securities and Exchange Commission (the
"Commission") on November 15, 1996, and Amendment No.1 thereto filed with the
Commission on December 5, 1996 (collectively, the "Registration Statement")
in connection with the merger of Ventura County National Bancorp ("Ventura")
with and into City National (the "Merger"). The Commission declared the
Registration Statement effective on December 5, 1996.
In accordance with its undertaking pursuant to Regulation S-K
Item 512(a)(3), City National files this Post-Effective Amendment No. 1 to
remove from registration 399,910 shares of its Common Stock, par value $1.00
per share, which were included on the Registration Statement but were not
issued in the Merger. City National originally registered the offering of
1,743,787 shares of its Common Stock, of which 1,343,877 shares were issued
in the Merger.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, City National
has duly caused this Post-Effective Amendment No. 1 to its 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 4, 1997.
CITY NATIONAL CORPORATION
By: *
------------------------------
Russell Goldsmith
Vice Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- --------- ---------
<S> <C> <C>
* Vice Chairman of the Board, March 4, 1997
- ----------------------------- Chief Executive Officer
Russell Goldsmith and Director
* Executive Vice President and March 4, 1997
- ----------------------------- Treasurer/Chief Financial
Frank P. Pelory Officer and Principal Executive
Officer
* Controller and Principal March 4, 1997
- ----------------------------- Accounting Officer
Heng W. Chen
* Chairman of the Board March 4, 1997
- -----------------------------
Bram Goldsmith
* President and Director March 4, 1997
- -----------------------------
George H. Benter, Jr.
* Director March 4, 1997
- -----------------------------
Mirion P. Bowers, M.D.
Director March 4, 1997
- -----------------------------
Richard L. Bloch
* Director March 4, 1997
- -----------------------------
Stuart D. Buchalter
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- --------- ---------
<S> <C> <C>
* Director March 4, 1997
- -----------------------------
Burton S. Horwitch
* Director March 4, 1997
- -----------------------------
Charles E. Rickershauser, Jr.
* Director March 4, 1997
- -----------------------------
Edward Sanders
* Director March 4, 1997
- -----------------------------
Andrea L. Van De Kamp
* Director March 4, 1997
- ------------------------------
Kenneth Ziffren
</TABLE>
*By: /s/ Richard H. Sheehan, Jr.
----------------------------
Richard H. Sheehan, Jr.
ATTORNEY-IN-FACT
