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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: NOVEMBER 16, 2001
(Date of earliest event reported)
CITY NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-10521 95-2568550
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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
NOT APPLICABLE
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On November 19, 2001, City National Corporation ("City National")
announced that it had entered into a definitive Agreement and Plan of Merger
with Civic BanCorp ("Civic"), dated as of November 16, 2001 (the "Merger
Agreement"), pursuant to which Civic will merge with and into City National (the
"Merger"). City National will continue as the surviving corporation. A copy of
the press release jointly issued by City National and Civic announcing the
Merger (the "Merger Release") is included herein as Exhibit 99(a) and is
incorporated into this Item 5 by reference.
Under terms of the agreement, each of the 5.3 million shares of Civic
stock will be exchanged - at each shareholder's election - either for cash of
$20.25 per share or for an amount of City National stock based on the average
per share price of City National common stock for a 10-day trading period
immediately prior to the closing. If this average price of City National stock
is (1) between $37.56 and $50.82 per share, each share of Civic stock may be
exchanged for 0.4582 of a share of City National stock, (2) less than $37.56 per
share, the exchange ratio will equal $17.21 divided by the average price of City
National stock, and (3) greater than $50.82, the exchange ratio will equal
$23.29 divided by the average price of City National stock.
Each Civic shareholder may elect to receive cash, stock or a
combination of both, but these elections may have to be pro-rated to ensure that
between 47% and 53.5% of the total consideration is paid in City National stock.
City National common stock received by Civic shareholders is expected
to qualify as a tax-free exchange.
The completion of the transaction is subject to regulatory and Civic
shareholder approval. The two companies' boards of directors have approved the
transaction.
In connection with the Merger Agreement, City National and certain
officers and directors of Civic, in their capacities as shareholders of Civic,
entered into Shareholder Agreements pursuant to which such officers and
directors agreed to vote the shares of Civic common stock held by them in favor
of the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits:
99(a) The Merger Release
* * *
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SIGNATURE
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.
Dated: November 19, 2001 CITY NATIONAL CORPORATION
/s/ FRANK P. PEKNY
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Frank P. Pekny
Executive Vice President and
Chief Financial Officer/Treasurer
(Authorized Officer and
Principal Financial Officer)
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
99(a) The Merger Release.