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): January 14, 1997
Regent Bancshares Corp.
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(Exact name of registrant as specified in its charter)
New Jersey 0-17753 23-2440805
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1430 Walnut Street, Philadelphia, Pennsylvania 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 546-6500
N/A
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(Former name or former address, if changed since last report)
Page 1 of 6 pages
Exhibit index on page 4
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Item 5. Other Events.
On January 14, 1997, the Registrant and its wholly owned
subsidiary, Regent National Bank (the "Bank"), and Carnegie Bancorp.
("Carnegie") and its wholly owned subsidiary Carnegie Bank, N.A. ("CBNA"),
executed an agreeement (the "Agreement") terminating the Amended and Restated
Agreement and Plan of Merger, dated as of August 30, 1995, as amended on October
2, 1996, whereby the Registrant was to merge with and into Carnegie with
Carnegie as the surviving corporation and the Bank was to merge with and into
CBNA with CBNA as the surviving bank. The Registrant requested execution of the
Agreement because the Registrant's Board of Directors believed it to be in the
best interests of the Registrant's shareholders if the Registrant remains
independent. For further information regarding the terms and conditions of the
Agreement, reference is made to the Agreement filed as Exhibit 1 hereto and
incorporated herein by reference. Pursuant to the Agreement, Carnegie was
reimbursed for $722,000 of merger-related expenses Carnegie had incurred.
On January 15, 1997, the Registrant and the Bank retained
Keefe, Bruyette & Woods, Inc., an investment banking firm, to advise Regent and
the Bank in connection with their strategic alternatives.
Exhibit 2 to this Form 8-K Report is the press release
regarding the Agreement and the retention of Keefe, Bruyette & Woods, Inc.
issued by Registrant on January 15, 1997.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
1. Agreement, dated as of
January 14, 1997, among
Carnegie Bancorp, Carnegie
Bank, N.A., Regent
Bancshares Corp. and Regent
National Bank relating to
the termination of the
Amended and Restated
Agreement and Plan of Merger
dated as of August 30, 1995,
as amended October 2, 1996.
2. January 15, 1997 press release
issued by Regent Bancshares Corp.
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SIGNATURES
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.
REGENT BANCSHARES CORP.
Date: January 22, 1997 By: /s/ David W. Ring
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David W. Ring, Chairman and
Chief Executive Officer
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EXHIBIT INDEX
Sequentially numbered
Exhibit Number Description page
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1 Agreement, dated as of 5
January 14, 1997,
among Carnegie Bancorp,
Carnegie Bank, N.A.,
Regent Bancshares Corp.
and Regent National
Bank relating to the
termination of the
Amended and Restated
Agreement and Plan of
Merger dated as of
August 30, 1995, as
amended October 2, 1996
2 January 15, 1997 Press 6
Release issued by
Regent Bancshares Corp.
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Exhibit 1
[Carnegie Bancorp letterhead]
January 15, 1997
Re: Mutual Termination of Second Amended
and Restated Agreement and Plan of Merger
Regent Bancshares Corp.
Attention: John J. Lyons, President
1430 Walnut Street
Philadelphia, PA 19103
Gentlemen:
Carnegie Bancorp ("Carnegie") and Carnegie Bank, N.A. ("CBN") on the
one hand, and Regent Bancshares Corp. ("Regent") and Regent National Bank (the
"Bank") on the other, are parties to that certain Second Amended and Restated
Agreement and Plan of Merger dated August 30, 1995 (the "Agreement"). Pursuant
to Section 7.1(a) the Agreement, the parties hereby confirm their mutual
agreement to terminate and do hereby terminate the Agreement and the
transactions contemplated thereby. Pursuant to Section 7.2 of the Agreement, the
parties acknowledge their continuing obligations under Section 5.5 of the
Agreement.
Regent, in connection with the termination of the Agreement as Section
8.1 thereof is amended hereby, has agreed to reimburse Carnegie for its merger
related expenses in an amount equal to $722,000, which reimbursement shall be in
full satisfaction of all obligations of Regent and the Bank to Carnegie and CBN
under the Agreement or arising therefrom. Regent acknowledges that it has
reviewed with Carnegie the amount of Carnegie's expenses, and it is satisfied
that the sum set forth above is a correct and accurate statement of the amount
Regent is obligated to pay to Carnegie. Payment of these expenses is being made
by Regent upon execution of this letter.
Please acknowledge your agreement with the provisions of this letter by
executing it in the space provided below.
Very tuly yours,
CARNEGIE BANCORP CARNEGIE BANK, N.A.
By: /s/ Thomas L. Gray, Jr. By: /s/ Thomas L. Gray, Jr.
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Thomas L. Gray, Jr. Thomas L. Gray, Jr.
President and President and
Chief Executive Officer Chief Executive Officer
AGREED AND ACCEPTED:
REGENT BANCSHARES CORP. REGENT NATIONAL BANK
By: /s/ Barbara Teaford By: /s/ John Lyons
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Barbara Teaford John Lyons
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Exhibit 2
REGENT
BANCSHARES
CORP
PRESS RELEASE
* FOR RELEASE AT 9:30 A.M. JANUARY 15, 1997 *
REGENT AND CARNEGIE TERMINATE MERGER AGREEMENT
PHILADELPHIA, PA. JANUARY 15, 1997: Regent Bancshares Corp. (NASDAQ symbol -
RBNK), and Carnegie Bancorp (NASDAQ symbol CBNJ), today announced the mutual
termination of the Amended and Restated Agreement and Plan of Merger that had
provided for the merger of RBNK into CBNJ and the concurrent merger of each
company's respective subsidiary banks.
David W. Ring, Chairman of Regent and Thomas L. Gray, Jr., President of Carnegie
stated that both institutions had shifted their respective strategic focus
during the very extended period of the merger agreement. However, Messrs. Ring
and Gray stated that both institutions continue to participate with each other
in mutually advantageous lending arrangements.
David Ring also announced that Regent Bancshares Corp. had retained the
investment banking firm of Keefe, Bruyette & Woods, Inc. of New York to
assist the Regent Board of Directors in their evaluation of strategic
alternatives.
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For further information, contact:
John J. Lyons, President of Regent National Bank at (215) 546-6500
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