<PAGE>
As filed with the Securities and Exchange Commission on April 22, 1998
Registration No. 333-37045
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- --------------------------------------------------------------------------------
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:
Michael J. O'Sullivan, Esq.
Munger, Tolles & Olson LLP
355 South Grand Avenue
Los Angeles, California 90071-1560
(213) 698-9100
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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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<PAGE>
This Post-Effective Amendment No. 1 amends the registration statement on
Form S-4 (Registration Number 333-37045) of City National Corporation ("City
National"), originally filed with the Securities and Exchange Commission (the
"Commission") on October 2, 1997, and Amendment No. 1 thereto filed with the
Commission on October 15, 1997 (collectively, the "Registration Statement"),
with respect to the merger of Harbor Bancorp ("Harbor") with and into City
National (the "Merger"). The Commission declared the Registration Statement
effective on October 16, 1997.
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 261,729 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 805,000 shares of
its Common Stock, of which 543,271 shares were issued in the Merger.
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<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 31, 1998.
CITY NATIONAL CORPORATION
By: /S/ RICHARD H. SHEEHAN, JR.
------------------------------------
Richard H. Sheehan, Jr.
Senior Vice President, Secretary and
General Counsel
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 31, 1998
- ----------------------------- Chief Executive Officer
Russell Goldsmith and Director
* Executive Vice President and March 31, 1998
- ----------------------------- Treasurer/Chief Financial Officer
Frank P. Pekny and Principal Executive Officer
* Controller and Principal March 31, 1998
- ----------------------------- Accounting Officer
Heng W. Chen
* Chairman of the Board March 31, 1998
- -----------------------------
Bram Goldsmith
* President and Director March 31, 1998
- -----------------------------
George H. Benter, Jr.
* Director March 31, 1998
- -----------------------------
Mirion P. Bowers, M.D.
* Director March 31, 1998
- -----------------------------
Richard L. Bloch
* Director March 31, 1998
- -----------------------------
Stuart D. Buchalter
* Director March 31, 1998
- -----------------------------
Burton S. Horwitch
* Director March 31, 1998
- -----------------------------
Barry M. Meyer
* Director March 31, 1998
- -----------------------------
Charles E. Rickershauser, Jr.
* Director March 31, 1998
- -----------------------------
Edward Sanders
* Director March 31, 1998
- -----------------------------
Andrea L. Van De Kamp
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
* Director March 31, 1998
- -----------------------------
Kenneth Ziffren
</TABLE>
*By: /S/ RICHARD H. SHEEHAN, JR.
---------------------------
Richard H. Sheehan, Jr.
Attorney-in-Fact
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