8-K

 
                      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):        SEPTEMBER 16, 1996



                           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 5.  OTHER EVENTS.

          On September 16, 1996, the registrant announced that it had entered
into an agreement with Ventura County National Bancorp ("VCNB"), whereby,
subject to the approval of regulatory agencies and the shareholders of VCNB,
VCNB will be merged with and into the registrant for consideration valued, in
the aggregate, at $47 million. Upon consummation of the merger, shareholders of
VCNB will receive, at their election, cash, stock or a combination thereof
valued at $5.03 per share. Subject to regulatory approval, two banking
subsidiaries of VCNB, Ventura County National Bank and Frontier Bank, N.A., are
expected to be merged with and into the registrant's subsidiary, City National
Bank, after completion of the merger between VCNB and the registrant. The
transaction is expected to close in the first quarter of 1997. A copy of the
registrant's press release is attached hereto and by this reference incorporated
herein.

          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:  September 25, 1996             /s/ Frank P. Pekny
                                       -----------------------------------------
                                       FRANK P. PEKNY, Executive Vice
                                       President, Chief Financial Officer and 
                                       Treasurer

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE: SEPTEMBER 16, 1996

 
 
CONTACT:      Financial:                         Media:
              Frank Pekny                        J.A. Dunnigan
              City National Bank                 City National Bank
              (310) 888-6700                     (310) 888-6636
 
              Richard S. Cupp                    Melissa Robinson
              Ventura County National Bank       Golin/Harris
              (805) 981-2740                     (213) 623-4200
 

             CITY NATIONAL CORPORATION AND VENTURA COUNTY NATIONAL
                            BANCORP AGREE TO MERGER
                 ______________________________________________

          MOVE BROADENS CITY NATIONAL'S REACH IN VENTURA, LOS ANGELES
                              AND ORANGE COUNTIES
     =======================================================================

          BEVERLY HILLS, CALIFORNIA -- City National Corporation, parent company
of City National Bank, and Ventura County National Bancorp (VCNB), today
announced that they have signed a definitive agreement in which VCNB will be
merged into City National Corporation in a transaction totaling $47 million.
VCNB shareholders will receive, at their election, cash, stock or a combination
thereof valued at $5.03 per share, with a maximum of 55 percent stock in the
aggregate. The purchase price of $5.03 represents a multiple of 1.6 times VCNB's
June 30, 1996 book value. The transaction is expected to be immediately
accretive to City National's 1997 earnings.

                                     -more-

 
CITY NATIONAL
2-2-2-2

          VCNB is the holding company for Ventura County National Bank, the
largest independent bank headquartered in Ventura County, and Frontier Bank N.A.
headquartered in Orange County. VCNB has six branches with 129 employees and
approximately $274 million in assets as of June 30, 1996.

          This agreement represents a geographic expansion for City National and
reinforces its current position as the largest independent bank headquartered in
Southern California. City National will expand into Ventura County for the first
time through four Ventura County National Bank locations in Ventura, Oxnard,
Camarillo and Westlake Village, which focus on mid-size businesses and
professionals. City National will also increase its presence in Los Angeles and
Orange counties via one Frontier Bank N.A. location in La Palma, which
concentrates on Small Business Administration (SBA) loans, and one in
Wilmington. City National plans to keep all six VCNB branch locations open
following completion of the transaction, which is expected to be during the
first quarter of 1997. The merger is subject to approval by regulatory
authorities and the shareholders of VCNB.

          "This merger unites Ventura's leading independent, Ventura County
National Bank, and Southern California's leading independent bank -- City
National,"  said Russell Goldsmith, chief executive officer of City National.
"Both institutions are relationship driven -- committed to delivering
personalized banking to successful businesses and individuals through
outstanding financial products and services. With VCNB, we will expand our
ability to serve the growing agriculture, technology and small to midsize
business sectors in Southern California."

          "For City National, this transaction establishes us as the leading
independent in Ventura County, enhances our presence in Los Angeles and Orange
counties, enlarges our customer base in all three areas and enables us to better
serve the expanding corridor of business stretching from the

                                     -more-

 
CITY NATIONAL
3-3-3-3

West San Fernando Valley into Ventura County. We believe this will be very good
for the customers, employees and shareholders of both companies," he added.

          "We welcome City National and its commitment to relationship banking,"
said Richard S. Cupp, president and chief executive officer of VCNB. "The board
of directors believes this transaction is not only in the best interests of our
shareholders, but that our customers will also benefit from greater lending
capacity as well as having access to a significantly enhanced branch system, a
full range of international services, and trust and investment products."

          Ventura County National Bancorp is a multi-bank holding company and
sole shareholder of two community banks -- Ventura County National Bank,
headquartered in Ventura County, and Frontier Bank N.A., which is headquartered
in La Palma and serves Orange and Los Angeles Counties. The company's stock is
traded on the NASDAQ system under the symbol VCNB.

          City National Corporation's (NYSE:CYN) principal subsidiary is City
National Bank, the largest independent bank headquartered in Southern
California. A federally chartered, $3.9 billion commercial bank based in Beverly
Hills, City National currently has 23 offices throughout Los Angeles, Orange and
San Diego Counties.  For more information about City National, please call our
Fax-On-Demand Information Service.  The 24-hour toll-free number is 1-800-873-
5293.

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