<PAGE>
Registration No. 333-______
As filed with the Securities and Exchange Commission on January 12, 2001
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CITY NATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 95-4340340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CITY NATIONAL CENTER
400 NORTH ROXBURY DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 888-6250
(Address, including ZIP code, and telephone number, including
area code, of Registrant's principal executive offices)
BARBARA S. POLSKY, ESQ.
CITY NATIONAL CORPORATION
CITY NATIONAL CENTER
400 NORTH ROXBURY DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 888-6250
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
---------------
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: /X/
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
TITLE OF SHARES Amount to Be Maximum Offering Maximum Aggregate Amount of
TO BE REGISTERED Registered Price Per Share (1) Offering Price(1) Registration Fee
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 65,429 $36.66 $2,398,627 $599.66
---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c) of Regulation C under the Securities Act of
1933, estimated solely for the purpose of calculating the registration
fee, based on the average of the high and low sales prices per share on
January 9, 2001 as reported on the New York Stock Exchange.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED JANUARY 9, 2001
PROSPECTUS
CITY NATIONAL CORPORATION
65,429 SHARES OF COMMON STOCK
This prospectus covers 65,429 shares of our Common Stock that the
Selling Stockholders named in this prospectus may sell from time to time. The
Selling Stockholders received these shares in our acquisition of Reed, Conner &
Birdwell, Inc. on December 29, 2000. The registration of these shares does not
necessarily mean that the Selling Stockholders will offer or sell the shares.
The Selling Stockholders may sell their shares at various prices to be
determined by the prevailing market price for our Common Stock or in negotiated
transactions. We will not receive any proceeds from the sale of these shares.
Our Common Stock is traded on the New York Stock Exchange and trades
under the symbol "CYN". On January 9, 2001, the closing price of a share of
our Common Stock on the New York Stock Exchange was $36.25.
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INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
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WE URGE YOU TO CAREFULLY READ THIS PROSPECTUS BEFORE YOU MAKE YOUR
INVESTMENT DECISION.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is January ___, 2001
<PAGE>
TABLE OF CONTENTS
Risk Factors ....................................................3
Forward Looking Information .....................................4
City National Corporation .......................................4
Use of Proceeds .................................................4
Selling Stockholders ............................................5
Plan of Distribution ............................................5
Legal Matters ...................................................6
Experts .........................................................6
Incorporation of Certain Documents by Reference .................6
Where You Can Find More Information .............................7
This prospectus and any accompanying prospectus supplement contain
information you should consider when deciding whether to purchase shares of our
Common Stock. You should rely only on the information contained or incorporated
by reference in this prospectus and any accompanying prospectus supplement. We
have not authorized any other person to provide you with different or additional
information. If anyone provides you with different or additional information,
you should not rely on it. We are not, and the Selling Stockholders are not,
making an offer to sell these securities in any jurisdiction where the offer or
sale of these securities is not permitted. You should assume that the
information in this prospectus, and the information we filed with the Securities
and Exchange Commission and incorporated by reference in this prospectus, is
accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have
changed since that date.
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<PAGE>
RISK FACTORS
You should consider carefully, in addition to the other information
contained in this prospectus, the following factors before deciding to purchase
shares of our Common Stock.
AN ECONOMIC SLOWDOWN IN CALIFORNIA COULD HURT OUR BUSINESS. An economic
slowdown in California could have the following consequences, any of which could
hurt our business:
* Loan delinquencies may increase;
* Problem assets and foreclosures may increase;
* Demand for our products and services may decline; and
* Collateral for loans made by us, especially real estate, may
decline in value, in turn reducing customers' borrowing power, and
reducing the value of assets and collateral associated with our
existing loans.
CHANGES IN INTEREST RATES AFFECT OUR PROFITABILITY. Changes in
prevailing rates may hurt our business. We derive our income mainly from the
difference or "spread" between the interest earned on loans, securities, and
other interest-earning assets, and interest paid on deposits, borrowings and
other interest-bearing liabilities. In general, the wider the spread, the more
we earn. When market rates of interest change, the interest we receive on our
assets and the interest we pay on our liabilities will fluctuate. This can cause
decreases in our spread and can affect our income. In addition, interest rates
affect how much money we can lend. For example, when interest rates rise, loan
originations tend to decrease.
SIGNIFICANT CHANGES IN BANKING LAWS OR REGULATIONS COULD MATERIALLY
AFFECT OUR BUSINESS. The banking industry is subject to extensive federal and
state regulations, and significant new laws or changes in, or repeals of,
existing laws may cause results to differ materially. Further, federal monetary
policy, particularly as implemented through the Federal Reserve System,
significantly affects our credit conditions, primarily through open market
operations in U.S. government securities, the discount rate for member bank
borrowing, and bank reserve requirements. A material change in these conditions
would have an impact on results.
WE FACE STRONG COMPETITION FROM FINANCIAL SERVICE COMPANIES AND OTHER
COMPANIES THAT OFFER BANKING SERVICES WHICH CAN HURT OUR BUSINESS. Increased
competition in our market may result in reduced loans and deposits. Ultimately,
we may not be able to compete successfully against current and future
competitors. Many competitors offer the banking services that we offer in our
service area. These competitors include national, regional and community banks.
We also face competition from many other types of financial institutions,
including, without limitation, savings and loans, finance companies, brokerage
firms, insurance companies, credit unions, mortgage banks, and other financial
intermediaries. Recently passed legislation will make it easier for other types
of financial institutions to compete with us.
OUR RESULTS WOULD BE ADVERSELY AFFECTED IF WE SUFFERED HIGHER THAN
EXPECTED LOSSES ON OUR LOANS. We assume risk from the possibility that losses
will be sustained because borrowers, guarantors, and related parties may fail to
perform in accordance with the terms of their loans. We have adopted
underwriting and credit policies, including establishing and reviewing the
allowance for credit losses, that we believe are appropriate to minimize this
risk. We assess the likelihood of nonperformance, track loan performance and
diversify our credit portfolio. Those policies and procedures may not prevent
unexpected losses that could adversely affect our results.
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<PAGE>
FORWARD LOOKING INFORMATION
This prospectus includes forward-looking statements that are subject to
risks and uncertainties. These statements are based on the beliefs and
assumptions of management, and on information currently available to management.
Forward-looking statements include information concerning possible or assumed
future results of operations, and statements preceded by, followed by, or that
include the words "will," "believes," "expects," "anticipates," "intends,"
"plans," "estimates," or similar expressions. For those statements, we claim the
protection of the safe harbor contained in the Private Securities Litigation
Reform Act of 1995.
Although management believes these forward-looking statements are
reasonable, undue reliance should not be placed on the forward-looking
statements. The forward-looking statements are based on current expectations.
Actual results may differ materially from those currently expected or
anticipated. We undertake no obligation to make any revisions to the
forward-looking statements contained in this prospectus or the documents
incorporated by reference in this prospectus or to update the forward-looking
statements to reflect events or circumstances occurring after the date of this
prospectus.
Forward-looking statements are not guarantees of performance. They
involve risks, uncertainties and assumptions. Future results and shareholder
values may differ materially from those expressed in these forward-looking
statements. These results and values will be determined by a variety of factors,
including those described in the section captioned "Risk Factors" above, which
we cannot control or predict.
CITY NATIONAL CORPORATION
City National Corporation is a bank holding company whose primary asset
is the outstanding capital stock of City National Bank.
City National Corporation, through City National Bank and its other
subsidiaries, provides private and business banking, including investment and
trust services. City National Bank operates 48 banking offices in California's
Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Francisco, San
Mateo, Santa Clara and Ventura counties. City National Bank's principal
customer base consists of small- to middle-market companies with annual sales
revenue of up to $250 million, entrepreneurs, professionals and affluent
individuals. City National Bank typically serves customers seeking relationship
banking, which it seeks to provide through a high level of personal service,
tailored products and private banking teams. City National Bank offers a broad
range of loans, deposit, cash management, international banking, and other
products and services. Through City National Investments, City National Bank
offers personal and employee benefit trust services, including 401(k) and
defined benefit plans, manages investments for customers, and engages in
securities sales and trading. City National Bank also manages mutual funds under
the name of CNI Charter Funds.
City National Corporation is a Delaware corporation with the principal
executive offices located at City National Center, 400 North Roxbury Drive,
Beverly Hills, California 90210, telephone number (310) 888-6000.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Common Stock
offered by the Selling Stockholders.
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<PAGE>
SELLING STOCKHOLDERS
All of the shares of Common Stock are being sold by the Selling
Stockholders identified in the following table.
<TABLE>
<CAPTION>
Percent of
Number of Shares Outstanding Shares
Owned if All Owned if All
Number of Shares Number of Shares Shares Covered by Shares Covered by
Covered by this Owned as of this Prospectus this Prospectus
Selling Stockholder Prospectus January 9, 2001 Are Sold Are Sold
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James P. Birdwell 17,970 71,880 53,910 less than 1%
Jeffrey Bronchick 47,459 63,278 15,819 less than 1%
</TABLE>
The Selling Stockholders acquired these shares in the merger of Reed,
Conner & Birdwell, Inc. with CN Acquisition Corporation, a wholly-owned
subsidiary of City National Corporation. We consummated this transaction under
the Agreement of Merger and Plan of Reorganization, dated October 30, 2000,
among City National Corporation, CN Acquisition Corporation, Reed, Conner &
Birdwell, Inc. and the four principals of Reed, Conner & Birdwell, Inc.,
including the Selling Stockholders. The transaction was effective on December
29, 2000.
We cannot state precisely the number of shares of Common Stock, or the
percentage of the outstanding Common Stock, that the Selling Stockholders will
hold after completion of this offering because the Selling Stockholders may
offer all or only some of the Common Stock which they currently hold. However,
Mr. Birdwell and Mr. Bronchick have agreed that, until after December 29, 2001,
Mr. Birdwell will own at least 53,910 shares of Common Stock and Mr. Bronchick
will own at least 15,819 shares of Common Stock.
During the three years prior to the acquisition, neither Selling
Stockholder had any position, office or other material relationship with City
National Corporation. In connection with the acquisition, Mr. Birdwell entered
into a three year employment agreement to serve as an Executive Vice President
of a subsidiary of City National Corporation. Mr. Bronchick entered into a five
year employment agreement to serve as an Executive Vice President and the Chief
Investment Officer of the same subsidiary.
PLAN OF DISTRIBUTION
The Selling Stockholders will act independently of us in making
decisions with respect to the timing, manner and size of any sales. The Selling
Stockholders may sell shares in transactions on securities exchanges, such as
the New York Stock Exchange, in the over-the-counter market, in privately
negotiated transactions or otherwise. The Selling Stockholders may sell shares
at market prices prevailing at the time of sale, at negotiated prices or at
fixed prices, which may be changed. The Selling Stockholders sales may be in the
form of one or more of the following transactions:
- In ordinary brokers' transactions and in transactions in which a
broker solicits purchasers;
- In transactions involving cross or block trades;
- In transactions in which brokers or dealers purchase the shares as
principal;
- In transactions "at the market" to or through market makers in the
Common Stock; or
- In privately negotiated transactions.
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<PAGE>
We are not aware that either of the Selling Stockholders has entered
into any agreement, arrangement or understanding with any brokers or dealers
regarding the sale of the shares.
If either of the Selling Stockholders use brokers, dealers or agents to
sell any of his shares, the broker, dealer or agent may receive compensation in
the form of commissions, discounts or concessions from the Selling Stockholder,
the purchaser or both. The Selling Stockholders, and any brokers, dealers or
agents that participate in the sale of the shares, may be considered
"underwriters" within the meaning of the Securities Act. The Selling
Stockholders therefore are subject to the prospectus delivery requirements of
the Securities Act. Any compensation paid to brokers, dealers or agents that
participate in the sale of the shares, and any profit they realize on the resale
of the shares purchased by them, may be considered underwriting commissions or
discounts within the meaning of the Securities Act. Neither we nor the Selling
Stockholders can currently estimate the amount of any compensation that may be
paid to, or realized by, any such brokers, dealers or agents.
The Selling Stockholders and any other person participating in a
distribution of the shares covered by this prospectus will be subject to rules
and regulations under the Securities Exchange Act, including Regulation M which
may limit the timing of purchases and sales by the Selling Stockholders and such
other persons. These rules and regulations may affect the marketability of the
shares covered by this prospectus.
We have agreed to pay the fees and expenses associated with the
registration of this offering. We have also agreed to indemnify the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act.
In addition to selling their shares under this prospectus, the Selling
Stockholders may also sell their shares in any other legally available manner.
LEGAL MATTERS
The validity of the Common Stock offered by this prospectus will be
passed upon for City National Corporation by Barbara S. Polsky, Executive Vice
President, General Counsel and Secretary of City National Corporation.
EXPERTS
The audited consolidated financial statements of City National
Corporation as of December 31, 1999 and 1998, and for each of the years in the
three-year period ended December 31, 1999, have been incorporated by reference
herein and in the registration statement from City National Corporation's Annual
Report on Form 10-K for the year ended December 31, 1999 in reliance on the
report of KPMG LLP, independent auditors, incorporated by reference herein, and
upon the authority of said firm as experts in auditing and accounting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by City National Corporation with the
Securities and Exchange Commission are incorporated by reference into this
prospectus:
(1) City National Corporation's Annual Report on Form 10-K for the year
ended December 31, 1999;
(2) City National Corporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000;
and
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<PAGE>
(3) City National Corporation's Current Reports on Form 8-K dated January
13, 2000, April 13, 2000, July 13, 2000 and October 12, 2000.
All documents filed by City National Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering of the securities covered by this
prospectus shall be deemed to be incorporated by reference in this prospectus
and to be part of this prospectus from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon the oral or written request of any such
person, a copy of any or all of the documents incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are expressly
incorporated by reference into such documents). Requests for such copies should
be made in writing to our Secretary at City National Center, 400 North Roxbury
Drive, Beverly Hills, California 90210, or made by telephone at (310) 888-6379.
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports and other information with the Securities and
Exchange Commission as required by the Securities Exchange Act. You may read or
copy these reports and other information at the Securities and Exchange
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the Securities and Exchange Commission at 1-800-SEC-0330. The
Securities and Exchange Commission maintains an internet site that contains
reports, proxy and information statements and other information regarding
issuers, including City National Corporation, that file electronically with the
Securities and Exchange Commission. The address of that internet site is
http://www.sec.gov.
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission. The registration statement contains more
information than this prospectus, including certain exhibits. You can obtain a
copy of the registration statement from the Securities and Exchange Commission
at the address listed above or at the Securities and Exchange Commission's
internet site.
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as follows:
<TABLE>
<CAPTION>
Amount
----------
<S> <C>
Registration Fee Under Securities Act of 1933 ................... $ 600
NASD Filing Fee ................................................. *
Blue Sky Fees and Expenses ...................................... *
Printing and Engraving Certificates ............................. *
Legal Fees and Expenses ......................................... 750
Accounting Fees and Expense ..................................... 5,000
Registrar and Transfer Agent Fees ............................... *
Miscellaneous Expenses .......................................... 100
----------
TOTAL ........................................................... $ 6,450
==========
</TABLE>
* Not applicable or none.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes City
National Corporation to indemnify directors and officers in certain
circumstances against liabilities, including expenses, incurred while acting in
such capacities; provided, generally, that any such indemnified director or
officer acted in good faith and in a manner he or she reasonably believed to be
in the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The City National Corporation By-laws provide for the indemnification of
directors and officers to the maximum extend permitted by the Delaware General
Corporation Law.
In addition, the City National Corporation Certificate of Incorporation
provides that City National Corporation shall eliminate the personal liability
of its directors to the fullest extent permitted by the Delaware General
Corporation Law, and City National Corporation has entered into indemnification
agreements with certain of its directors providing for additional
indemnification. City National Corporation has policies of directors' and
officers' liability insurance which insure directors and officers against the
cost of defense, settlement, or payment of a judgment under certain
circumstances.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Registration Statement or are
incorporated herein by reference.
EXHIBIT NO. EXHIBIT
---------- ----------
5 Opinion of Barbara S. Polsky, Executive Vice President, General
Counsel and Secretary of City National Corporation
23.1 Consent of KPMG LLP
23.2 Consent of Ms. Polsky (included within Exhibit 5)
24 Power of Attorney is set forth on the signature page of this
Registration Statement
ITEM 17. UNDERTAKINGS
(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the Calculation of Registration
Fee table in the effective registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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 this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any 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 all such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant, 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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of such 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
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-3 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 January 9,
2001.
CITY NATIONAL CORPORATION
(Registrant)
By: /s/ FRANK P. PEKNY
--------------------------------------
Frank P. Pekny
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Russell Goldsmith, George H. Benter, Jr., Frank P.
Pekny and Barbara S. Polsky and each of them, his or her attorney-in-fact and
agent, with full power of substitution, for him or her in any and all
capacities, to sign any amendments to this Registration Statement, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his or her substitute, may 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 below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Name Capacity Date
/s/ GEORGE H. BENTER, JR. Director January 9, 2001
------------------------------- ---
George H. Benter, Jr.
/s/ RICHARD L. BLOCH Director January 10, 2001
------------------------------- ----
Richard L. Bloch
/s/ STUART D. BUCHALTER Director January 9, 2001
------------------------------- ---
Stuart D. Buchalter
/s/ EZUNIAL BURTS Director January 9, 2001
------------------------------- ---
Ezunial Burts
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<PAGE>
/s/ BRAM GOLDSMITH Director January 9, 2001
------------------------------- ---
Bram Goldsmith
Director
/s/ RUSSELL GOLDSMITH Principal January 9, 2001
------------------------------- Executive Officer ---
Russell Goldsmith
/s/ BARRY M. MEYER Director January 9, 2001
------------------------------- ---
Barry M. Meyer
/s/ MICHAEL L. MEYER Director January 9, 2001
------------------------------- ---
Michael L. Meyer
/s/ CHARLES E. RICKERSHAUSER, JR. Director January 9, 2001
--------------------------------- ---
Charles E. Rickershauser, Jr.
/s/ EDWARD SANDERS Director January 9, 2001
------------------------------- ---
Edward Sanders
/s/ ANDREA L. VAN DE KAMP Director January 9, 2001
------------------------------- ---
Andrea L. Van de Kamp
/s/ KENNETH ZIFFREN Director January 9, 2001
------------------------------- ---
Kenneth Ziffren
/s/ FRANK P. PEKNY Principal January 9, 2001
------------------------------- Financial Officer ---
Frank P. Pekny
/s/ STEPHEN D. MCAVOY Principal January 9, 2001
------------------------------- Accounting Officer ---
Stephen D. McAvoy
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
---------- ----------
5 Opinion of Barbara S. Polsky, Executive Vice President, General
Counsel and Secretary of City National Corporation
23.1 Consent of KPMG LLP
23.2 Consent of Ms. Polsky (included within Exhibit 5)
24 Power of Attorney is set forth on the signature page of this
Registration Statement
