SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 31, 1995
CITY NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10521 95-2568550
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
400 North Roxbury Drive
Beverly Hills, California 90210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 888-6000
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 1995, the registrant's wholly-owned subsidiary, City
National Bank ("CNB"), purchased all of the issued and outstanding stock of
First Los Angeles Bank ("First LA"), a wholly-owned subsidiary of San Paolo U.S.
Holding Co. ("SPUSH"), and immediately thereafter merged First LA with and into
CNB. Prior to the acquisition, First LA was a California state-chartered
commercial bank with 10 branches in Los Angeles and Orange Counties.
Pursuant to the Stock Purchase Agreement dated August 17, 1995, the
purchase price of the stock of First LA was $85 million. Immediately before the
stock purchase, SPUSH purchased from First LA loans having aggregate recorded
balances of approximately $77.5 million including accrued interest, less
allocated loan loss reserves of approximately $6.5 million. At closing, CNB
cancelled SPUSH's indebtedness to First LA of approximately $71 million
generated by the loan purchase, and paid cash for the approximately $14 million
balance of the purchase price. CNB's payment was funded from internal sources.
The equipment and properties of First LA will be used by CNB in its banking
business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
It is impracticable to file the financial statements of First LA and the
pro forma financial statements required by Item 7(a) and (b) with this current
report. Such financial statements will be filed as an amendment hereto on or
before March 15, 1996.
(c) Exhibits (listed by numbers corresponding to Exhibit Table of Item
601 in Regulation S-K)
No.
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2.1 Stock Purchase Agreement dated August 17, 1995, by and
among City National Bank, First Los Angeles Bank, San
Paolo U.S. Holding Company and San Paolo Bank Holding
S.P.A. (This Exhibit is incorporated by reference to
Exhibit 10.20 filed with the Registrant's Quarterly
Report on Form 10-Q for the three months ended September
30, 1995.)
2.2 Amendment to Stock Purchase Agreement dated December
____, 1995, by and among City National Bank, First Los
Angeles Bank, San Paolo U.S. Holding Company and San
Paolo Bank Holding S.P.A.
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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 thereunto duly authorized.
CITY NATIONAL CORPORATION,
a Delaware corporation
Dated: January 11, 1996 /s/ Frank P. Pekny
------------------
FRANK P. PEKNY, Executive
Vice President, Chief Financial Officer
and Treasurer
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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2.2 Amendment to Stock Purchase Agreement dated December ____, 1995, by
and among City National Bank, First Los Angeles Bank, San Paolo
U.S. Holding Company and San Paolo Bank Holding S.P.A.
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