City National to Acquire American Pacific State Bank; Acquisition Expands City National's San Fernando, Santa Clarita Presence.

LOS ANGELES--(BUSINESS WIRE)--June 4, 1999--

City National Corp. (NYSE:CYN), parent company of City National Bank, and American Pacific State Bank (OTC BB:APSB) today announced a definitive agreement for the acquisition of American Pacific by City National in a transaction valued at approximately $89 million.

The transaction will bring City National's total assets to $6.7 billion.

Under the terms of the agreement, City National Bank will acquire all of the stock of APSB, in an all-cash transaction, for $15.65 for each of the 5.5 million shares of American Pacific common stock outstanding. This represents a multiple of 20.6 times American Pacific's trailing twelve-months earnings and 2.75 times American Pacific's book value at March 31, 1999.

The acquisition will be accounted for as a purchase and, presuming the close of transaction in the latter part of 1999, is expected to be accretive to GAAP earnings per share in the year 2000.

The combination of American Pacific's eight branches and $414 million in assets with City National's five San Fernando Valley offices will establish City National as the leading independent bank in the dynamic San Fernando Valley.

"The acquisition of American Pacific State Bank continues City National's strategy to expand its share of the strong business and private banking markets in Southern California -- where City National is already the largest independent bank headquartered in the region," said Russell Goldsmith, chairman and chief executive officer of City National Bank.

"Merging the outstanding people, clients and market position of American Pacific with City National also broadens our commitment of some 40 years to the San Fernando Valley and enhances our ability to serve this community.

"This combination is an excellent fit as our two organizations share a disciplined focus on business-oriented relationship banking, superb service and Southern California," Goldsmith added. "I am particularly pleased that Frank Ures, a truly outstanding banker, will be joining City National to lead our efforts in the important San Fernando and Santa Clarita valleys."

"This transaction delivers significant benefits to the employees, customers, and communities we serve," said Frank J. Ures, Jr., president and CEO of American Pacific. "City National will provide American Pacific State Bank clients with enhanced banking capabilities and a broad array of financial products, including trust, cash management, asset management and international banking."

Ures will become the senior commercial banking executive responsible for overseeing City National's commercial banking activities within the San Fernando and Santa Clarita valleys.

The acquisition is conditional upon the approval of regulatory authorities and the approval of the shareholders of American Pacific.

American Pacific State Bank is the largest bank with headquarters in the San Fernando Valley. Founded in 1971, American Pacific has eight branches with approximately 160 employees and approximately $414 million assets at March 31, 1999.

In 1998, the bank produced a return on average assets of 1.10 percent, a return on beginning-of-year equity of 14.36 percent, and loan growth of 30 percent, while maintaining nonperforming assets of less than 0.3 percent of assets. In addition, American Pacific State Bank's SBA loan department is one of the largest generators of SBA loans in the San Fernando and Santa Clarita valleys.

City National Corp. is a publicly owned corporation with $6.3 billion in assets whose stock is traded on the New York Stock Exchange under the symbol "CYN." The company's wholly owned subsidiary, City National Bank, is Southern California's premier business and private bank.

City National Bank has more than 40 offices throughout Los Angeles, Orange, Riverside, San Diego, San Bernardino and Ventura counties, including San Fernando Valley offices in Encino, Burbank, Woodland Hills and Studio City.

For more information about City National, call the Fax-On-Demand Information Service at 800/873-5293, or visit City National's Web site at www.cnb.com.

The company wishes to take advantage of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995 as to "forward-looking" statements in this release that are not historical facts. The reader's attention is drawn to City National Corp.'s Annual Report on Form 10-K for the year ended Dec. 31, 1998, particularly the section titled "Cautionary Statement for Purposes of the `Safe-Harbor' Provisions of the Private Securities Litigation Reform Act of 1995" for a discussion of factors which could affect the corporation's business and cause actual results to differ materially from those expressed in any forward-looking statement made in this release.