-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZX6uW/Pp2ua4MpsBbmxCESYpp7CQ9WddnfQaKy1TQCWO7o0sypruRXXt3kz8PEz +ldN2k9SPiC+py2Ph9pJIw== 0000912057-01-506868.txt : 20010410 0000912057-01-506868.hdr.sgml : 20010410 ACCESSION NUMBER: 0000912057-01-506868 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY NATIONAL CORP CENTRAL INDEX KEY: 0000201461 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 952568550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-53624 FILM NUMBER: 1594932 BUSINESS ADDRESS: STREET 1: 400 N ROXBURY DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3108886000 MAIL ADDRESS: STREET 1: 400 N ROXBURY DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 424B3 1 a2044296z424b3.txt 424B3 PROSPECTUS CITY NATIONAL CORPORATION 7,381 SHARES OF COMMON STOCK This prospectus covers 7,381 shares of our Common Stock that the Selling Stockholders named in this prospectus may sell from time to time. The RCB Selling Stockholders received these shares in our acquisition of Reed, Conner & Birdwell, Inc. on December 29, 2000 and the Donee Selling Stockholders received, or anticipate receiving, these shares, directly or indirectly, from one or more of the RCB Selling Stockholders. These shares represent part of the 65,429 shares of our Common Stock included in a registration statement that we filed with the Securities and Exchange Commission. 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 April 2, 2001, the closing price of a share of our Common Stock on the New York Stock Exchange was $38.44. --------------- INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS. --------------- WE URGE YOU TO CAREFULLY READ THIS PROSPECTUS BEFORE YOU MAKE YOUR INVESTMENT DECISION. --------------- 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. --------------- The date of this prospectus is April 2, 2001 TABLE OF CONTENTS Risk Factors .........................................................................3 Forward Looking Information ..........................................................4 City National Corporation ............................................................4 Use of Proceeds ......................................................................5 Selling Stockholders .................................................................5 Plan of Distribution .................................................................6 Legal Matters ........................................................................7 Experts ..............................................................................7 Incorporation of Certain Documents by Reference ......................................7 Where You Can Find More Information ..................................................8
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. -2- 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 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. Parts of our business are also subject to federal and state securities laws and regulations. Changes in these laws and regulations also may have a material effect on our business. 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 try to minimize this risk by adopting and implementing what we believe are effective underwriting and credit policies and procedures, including how we establish and review the allowance for credit losses. We assess the -3- 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. 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. -4- USE OF PROCEEDS We will not receive any proceeds from the sale of the Common Stock offered by the Selling Stockholders. SELLING STOCKHOLDERS All of the shares of Common Stock are being sold by the Selling Stockholders identified in the following table.
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 APRIL 2, 2001 ARE SOLD ARE SOLD - --------------------------------------------------------------------------------------------------------------------- RCB Selling Stockholders James P. Birdwell, Jr. and Nancy Peck Birdwell, Trustees of The Birdwell Living Trust, dated May 1, 1995 5,470 (a) 59,380 (a) 53,910 less than 1% Jeffrey Bronchick 1,911 (a) 17,730 (a) 15,819 less than 1% Donee Selling Stockholders University of California Berkeley Foundation 263 (b) 263 (b) -0- 0% Saint John's Health Center Foundation 516 (b) 516 (b) -0- 0% Cate School 218 (b) 218 (b) -0- 0% The Paige Bronchick Foundation 1,400 (b) 1,400 (b) -0- 0% University of Pennsylvania, Southern California Scholarship Fund 300 (b) 300 (b) -0- 0%
- ---------------------- (a) Does not reflect gifts which the RCB Selling Stockholders have advised City National Corporation they have made or intend to make to the Donee Selling Stockholders. (b) Reflects gifts which the RCB Selling Stockholders have advised City National Corporation they have made or intend to make. The RCB Selling Stockholders acquired their 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 James P. Birdwell, Jr. and Jeffrey Bronchick. The transaction was effective on December 29, 2000. The Donee Selling Stockholders acquired, or anticipate acquiring, their shares, directly or indirectly, from one or more of the RCB Selling Stockholders. -5- 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, none of the 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 (including, for purposes of the plan of distribution described in this prospectus, any donee or pledgee selling shares received from any of the named Selling Stockholders after the date of this prospectus) 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: o In ordinary brokers' transactions and in transactions in which a broker solicits purchasers; o In transactions involving cross or block trades; o In transactions in which brokers or dealers purchase the shares as principal; o In transactions "at the market" to or through market makers in the Common Stock; or o In privately negotiated transactions. We are not aware that any of the Selling Stockholders has entered into any agreement, arrangement or understanding with any brokers or dealers regarding the sale of the shares. Prior to the date of this prospectus, the RCB Selling Stockholders sold part of the 65,429 shares of our Common Stock included in the registration statement, of which this prospectus is a part, that we filed with the Securities and Exchange Commission. Such sales were effected pursuant to the plan of distribution described in the prospectus, dated January 24, 2001, through Morgan Stanley Dean Witter and CIBC Oppenheimer Corp. If any of the Selling Stockholders use brokers, dealers or agents to sell any of his or its 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 -6- 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 James P. Birdwell, Jr. and Jeffrey Bronchick 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 have been 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, 2000 and 1999, and for each of the years in the three-year period ended December 31, 2000, 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, 2000 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, 2000; and (2) City National Corporation's Current Report on Form 8-K dated January 17, 2001. 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. -7- 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. -8- -----END PRIVACY-ENHANCED MESSAGE-----