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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act OF 1934
Date of Report (Date of earliest event reported April 9, 1999
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CITY NATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10521 95-2568550
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 North Roxbury Drive, Beverly Hills, California 90210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 888-6000
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N/A
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(Former name or former address, if changed since last report)
This Report is filed pursuant to Item 5 of Form 8-K to report the
issuance by City National Corporation of a press release relating to a
mathematical error in its 1999 Proxy Statement. Pursuant to General
Instruction F of Form 8-K, the following documents are incorporated by
reference herein and attached as exhibits hereto.
EXHIBITS
1. City National Corporation Press Release dated April 9, 1999
relating to an error in its current Proxy Statement concerning the value of
unexercised stock options for certain executives.
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2. Revised table of "Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values" appearing on page 12 of City National
Corporation's 1999 Proxy Statement.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 9, 1999 CITY NATIONAL CORPORATION
By: /s/ Richard H. Sheehan, Jr.
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Name: Richard H. Sheehan, Jr.
Its: Senior Vice President
General Counsel and Secretary
EXHIBIT INDEX
Exhibit
Number Description Sequentially Numbered Pages
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1. City National Corporation Press
Release dated April 9, 1999.
2. Revised table of "Aggregated Option
Exercises in Last Fiscal Year and
Fiscal Year End Option Values."
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EXHIBIT 1
CITY NATIONAL CORPORATION ISSUES STATEMENT
ON COMPENSATION REPORT
LOS ANGELES, April 9, 1999--City National Corporation today issued the
following statement:
City National Corp.'s 1999 proxy statement contained an error related to the
calculation of the value of the unexercised stock options for four senior
executives. By unknowingly employing this incorrect data in a survey of
executive pay conducted for USA TODAY by Graef Crystal, the amount reported
for Russell Goldsmith, vice chairman and chief executive officer, was
incorrect. Based on Mr. Crystal's formula applied to the correct data, the
aggregate amount of Mr. Goldsmith's compensation for 1998 -- including the
value of all unexercised options granted during the period from 1995 through
1998 -- was $6.8 million, not the $29 million cited in the survey, which
would remove Mr. Goldsmith and City National Corporation from the Graef
Crystal listing.
City National Corp. regrets the error and any confusion it may have caused
to anyone, including Mr. Crystal, USA TODAY and our shareholders.
The largest independent bank with headquarters in southern California,
City National Bank is a federally chartered $6.4 billion commercial bank.
City National has 39 banking offices through Los Angeles, Orange, San
Diego, Riverside, San Bernadino and Ventura counties. City National Corp. is
a publicly owned corporation whose stock is traded on the New York Stock
Exchange under the symbol CYN.
For more information about City National, call the Fax-On-Demand Information
Service at 1-800-873-5293, or visit City National's Web site at www.cnb.com.
# # #
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EXHIBIT 2
REVISED TABLE
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised In-the-
on Value Options at FY-End Money Options at FY-End(1)
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Russell Goldsmith 0 0 489,491/398,333(2) $11,299,727/$3,593,122
Bram Goldsmith 0 0 $0/$0 $0/$0
George H. Benter, Jr. 45,657 $1,305,053 182,108/132,500(3) $5,744,176/$1,955,937
Frank P. Pekny 40,862 $1,174,773 110,148/124,995(4) $3,346,120/$1,728,911
Richard H. Sheehan, Jr. 4,000 $107,750 12,085/16,875(5) $352,718/$236,206
</TABLE>
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1. Based upon fair market value of $41.625 per share, the closing price on
the New York Stock Exchange of the Corporation's common stock on December
31, 1998.
2. Stock options under the 1995 Omnibus Plan, with exercise prices ranging
from $13.75 to $37.50. In addition, Mr. Goldsmith holds Director Stock
Options under the 1985 Stock Option Plan to purchase 324 shares at $1.00
per share, which were awarded prior to his becoming an employee of the
Corporation.
3. Stock options under 1985 Stock Option Plan and 1995 Omnibus Plan, with
exercise prices ranging from $6.43 to $37.50 per share.
4. Stock options under 1985 Stock Option Plan and 1995 Omnibus Plan, with
exercise prices ranging from $6.31 to $37.50 per share.
5. Stock options under 1985 Stock Option Plan and 1995 Omnibus Plan, with
exercise prices ranging from $8.50 to $37.50 per share.
