<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1997
REGISTRATION NO. 333-17297
===============================================================================
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)
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: / /
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POST-EFFECTIVE AMENDMENT NO. 1
EXPLANATORY NOTE
This Post-Effective Amendment No.1 amends the registration statement on
Form S-4 (Registration Number 333-17297) of City National Corporation ("City
National"), originally filed with the Securities and Exchange Commission
(the "Commission") on December 5, 1996, and Amendment No.1 thereto filed with
the Commission on December 19, 1996 (collectively, the "Registration
Statement") with respect to the merger of Riverside National Bank
("Riverside") with and into City National Bank, a wholly owned subsidiary of
City National (the "Merger"). The Commission declared the Registration
Statement effective on December 19, 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 780,749 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 1,744,125
shares of its Common Stock, of which 963,376 shares were issued in the
Merger.
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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 Officer
Frank P. Pekny and Principal Executive Office
* Controller and Principal March 4, 1997
- ---------------------- Account 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
<PAGE>
* 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
*By: /s/ Richard H. Sheehan, Jr.
------------------------------
Richard H. Sheehan, Jr.
ATTORNEY-IN-FACT
</TABLE>
