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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CITY NATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 95-2568550
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(State of incorporation or organization) (IRS Employer Identification No.)
400 NORTH ROXBURY DRIVE, BEVERLY HILLS, CALIFORNIA 90210
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Rights to Purchase Preferred Stock,
$1.00 par value per share New York Stock Exchange
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If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
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CITY NATIONAL CORPORATION
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 26, 1997, the Board of Directors of City National
Corporation (the "Company") authorized and declared a dividend of one preferred
stock purchase right (a "Right") for each share of common stock, par value $1.00
per share, of the Company (the "Common Shares"). The dividend is payable on
March 13, 1997 (the "Record Date") to the holders of record of Common Shares as
of the close of business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of a Rights Agreement (the "Rights Agreement") dated as of
February 26, 1997 by and between the Company and Continental Stock Transfer, as
Rights Agent (the "Rights Agent).
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2 below), (a) the
Rights shall not be exercisable, (b) the Rights shall be attached to and trade
only together with the Common Shares and (c) the stock certificates representing
Common Shares shall also represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities, and with certain additional exceptions)
has become the beneficial owner of 10% or more of the then outstanding Common
Shares (such person is a "10% Stockholder" and the date of such public
announcement is the "10% Ownership Date"), (b) the tenth business day (or such
later day as shall be designated by the Board of Directors) following the date
of the commencement of, or the announcement of an intention to make, a tender
offer or exchange offer, the consummation of which would cause any person to
become a 10% Stockholder or (c) the first date, on or after the 10% Ownership
Date, upon which the Company is acquired in a merger or other business
combination in which the Company is not the surviving corporation or in which
the outstanding Common Shares are changed into or exchanged for stock or assets
of another person, or upon which 50% or more of the Company's consolidated
assets or earning power are sold (other than in transactions in the ordinary
course of business). In calculating the percentage of outstanding Common Shares
that are beneficially owned by any person, such person shall be deemed to
beneficially own any Common Shares issuable upon the exercise, exchange or
conversion of any options, warrants or other securities beneficially owned by
such person; provided, however, that such Common Shares issuable upon such
exercise shall not be deemed outstanding for the purpose of calculating the
percentage of Common Shares that are beneficially owned by any other person.
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Upon the close of business of the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued, and the
Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.
No person who is the beneficial owner of 10% or more of the
outstanding Common Shares as of February 26, 1997, shall be deemed a 10%
Stockholder unless or until such person shall acquire, without the prior
approval of the Board of Directors, Beneficial Ownership of additional Common
Shares and, following such acquisition, is the Beneficial Owner of more than
24.9% of the Voting Shares of the Company then outstanding. No Person shall be
deemed to be a 10% Stockholder by reason of clause (iv) of the preceding
sentence solely because of an acquisition of Beneficial Ownership of Common
Shares: (i) by gift; (ii) as the result of the death of a Person, pursuant to a
will or the laws of descent, or as the result of the provisions of any trust or
partnership agreement; or (iii) upon the exercise of any stock option granted by
the Company to an employee, officer or director.
3. ISSUANCE OF RIGHT CERTIFICATES
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.
4. EXPIRATION OF RIGHTS
The Rights shall expire on March 13, 2007, unless earlier redeemed or
exchanged, unless the Distribution Date has previously occurred and the Rights
have separated from the Common Shares, in which case the Rights will remain
outstanding for ten years.
5. EXERCISE OF RIGHTS
Unless the Rights have expired or been redeemed or exchanged, they may
be exercised, at the option of the holders, pursuant to paragraphs (a), (b) or
(c) below. No Right may be exercised more than once or pursuant to more than
one of such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 10%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 10% Stockholder shall be void.
(a) RIGHT TO PURCHASE PREFERRED SHARES. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth of a share of
Series A Junior Participating Cumulative Preferred Stock, par value $1.00 per
share, of the Company (the "Preferred Shares"), at an exercise price of $90.00
(ninety dollars) (the "Exercise Price"). Prior to the Distribution Date, the
Company may substitute for all or any portion of the Preferred Shares that would
otherwise be issuable upon exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Preferred Shares. The
Preferred Shares are nonredeemable and, unless otherwise provided in connection
with the creation of a subsequent series of preferred stock, are subordinate
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to any other series of the Company's preferred stock whether issued before or
after the issuance of the Preferred Shares. The Preferred Shares may not be
issued except upon exercise of Rights. The holder of a Preferred Share is
entitled to receive when, as and if declared, the greater of (i) cash and
non-cash dividends in an amount equal to 100 times the dividends declared on
each Common Share or (ii) a preferential annual dividend of $1.00 per Preferred
Share ($.01 per one one-hundredth of a Preferred Share). In the event of
liquidation, the holders of Preferred Shares shall be entitled to receive a
liquidation payment in an amount equal to the greater of (1) $1.00 per Preferred
Share ($.01 per one one-hundredth of a Preferred Share), plus all accrued and
unpaid dividends and distributions on the Preferred Shares, or (2) an amount
equal to 100 times the aggregate amount to be distributed per Common Share.
Each Preferred Share has 1 vote per share, voting together with the Common
Shares. In the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, the holder of a Preferred Share shall be entitled
to receive 100 times the amount received per Common Share. The rights of the
Preferred Shares as to dividends, voting and liquidation preferences are
protected by antidilution provisions. It is anticipated that the value of one
one-hundredth of a Preferred Share should approximate the value of one Common
Share.
(b) RIGHT TO PURCHASE COMMON SHARES OF THE COMPANY. From and after
the close of business on the tenth business day following the 10% Ownership
Date, each Right (other than a Right that has become void) shall be exercisable
to purchase, at the Exercise Price (initially $90.00), Common Shares with a
market value equal to two times the Exercise Price. If the Company does not
have sufficient Common Shares available for all Rights to be exercised, the
Company shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.
(c) RIGHT TO PURCHASE COMMON STOCK OF A SUCCESSOR CORPORATION. If,
on or after the 10% Ownership Date, (i) the Company is acquired in a merger or
other business combination in which the Company is not the surviving
corporation, (ii) the Company is the surviving corporation in a merger or other
business combination in which all or part of the outstanding Common Shares are
changed into or exchanged for stock or assets of another person or (iii) 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business), then each Right (other than
a Right that has become void) shall thereafter be exercisable to purchase, at
the Exercise Price (initially $90.00), shares of common stock of the surviving
corporation or purchaser, respectively, with an aggregate market value equal to
two times the Exercise Price.
6. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain exceptions, no adjustment in the
Exercise Price shall be required until cumulative adjustments require an
adjustment of at least 1%.
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7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon exercise of a Right
(other than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share and that may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
shall be made based on the market price of such securities on the last trading
date prior to the date of exercise.
8. REDEMPTION
At any time prior to the earlier of (a) the tenth business day (or
such later day as shall be designated by the Board of Directors) following the
date of the commencement of, or the announcement of an intention to make, a
tender offer or exchange offer, the consummation of which would cause any person
to become a 10% Stockholder, (b) the tenth business day after the 10% Ownership
Date or (c) the first event of the type giving rise to exercise rights under
Section 5(c) above, the Board of Directors may, at its option, direct the
Company to redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the "Redemption Price"), and the Company shall so redeem the Rights.
Immediately upon such action by the Board of Directors (the date of such action
is the "Redemption Date"), the right of the holders of Rights thereafter shall
be to receive the Redemption Price.
9. EXCHANGE
At any time during the period of 180 days after the 10% Ownership
Date, the Board of Directors of the Company may, at its option, authorize and
direct the exchange of all, but not less than all, of the then outstanding
Rights for Common Shares, one one-hundredths of Preferred Shares, debt
securities of the Company, other property, or any combination of the foregoing,
which, as of the date of the Board of Directors' action, has a current market
price equal to the difference between the Exercise Price and the current market
price of the shares that would otherwise be issuable upon exercise of a Right on
such date (the "Exchange Ratio"), and the Company shall so exchange the Rights.
Immediately upon such action by the Board of Directors, the right to exercise
Rights shall terminate and the only right of the holders of Rights thereafter
shall be to receive a number of Common Shares equal to the Exchange Ratio.
10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, shall have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. AMENDMENT OF RIGHTS AGREEMENT
The Board of Directors may, from time to time, without the approval of
any holder of Rights, direct the Company and the Rights Agent to supplement or
amend any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to
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any holder of Rights, and the Company and the Rights Agent shall so supplement
or amend such provision; provided, however, that from and after the earliest of
(a) the tenth business day (or such later day as shall be designated by the
Board of Directors) following the date of the commencement of, or the
announcement of an intention to make, a tender offer or exchange offer, the
consummation of which would cause any person to become a 10% Stockholder, (b)
the 10% Ownership Date, (c) the first event of the type giving rise to exercise
rights under Section 5(c) above, or (d) the Redemption Date, the Rights
Agreement shall not be supplemented or amended in any manner that would
materially and adversely affect any holder of outstanding Rights other than a
10% Stockholder.
Item 2. EXHIBITS.
The Rights Agreement, dated as of February 26, 1996 between City
National Corporation and Continental Stock Transfer, as Rights Agent, which
includes as EXHIBIT A thereto the Form of Rights Certificate to be distributed
to holders of Rights after the Distribution Date (as that term is defined in the
Rights Agreement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereto duly authorized.
CITY NATIONAL CORPORATION
(Registrant)
March 10, 1997 By: /S/ RICHARD H. SHEEHAN, JR.
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Name: Richard H. Sheehan, Jr.
Title: Senior Vice President
& General Counsel
