UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC File No. 0-17753
CUSIP No. Common, 758924104; Preferred, 758924203
NOTIFICATION OF LATE FILING
(Check One): /X/ Form 10-K and Form 10-KSB __Form 20-F __Form 11-K
__Form 10-Q and Form 10-QSB __Form N-SAR
For Period Ended: December 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_________________________________
Read Instruction (on back page) Before Preparing Form. Please
Print or Type. Nothing in this form shall be construed to imply that the
Commission has verified any information contain herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Regent Bancshares Corp.
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Full Name of Registrant
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Former Name if Applicable
1430 Walnut Street
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Address of Principal Executive Office (Street and Number)
Philadelphia, Pennsylvania 19102
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
X (a) The reasons described in reasonable detail in Part III of this
--- form could not be eliminated without unreasonable effort or
expense;
X (b) The subject annual report, semi-annual report, transition report
--- on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
--- 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
See Attachment A.
(Attach Extra Sheets if Needed)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mr. Joel Hyman 215 546-6500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 190 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). X Yes ___ No
---
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? ___ Yes X No
---
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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Regent Bancshares Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 27, 1997 By: /s/ Joel Hyman
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Joel Hyman, Executive Vice President, Chief
Financial Officer and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T (ss.232.13(b) of this chapter).
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ATTACHMENT A
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In October 1996, Registrant's principal subsidiary, Regent National
Bank (the "Bank"), became the subject of an order (the "Order") issued by the
Office of the Comptroller of the Currency (the "OCC"). As of December 31, 1996,
the Bank was not in compliance with the capital ratios specified in the Order.
On February 26, 1997, the Bank submitted an alternative capital plan to the OCC
for OCC approval. The Bank did not receive the OCC's acceptance of the Bank's
alternative capital plan until March 27, 1997. The OCC approval must be reviewed
with Grant Thornton LLP, Registrant's independent auditors for 1996 and by
Arthur Andersen LLP, Registrant's independent public auditors for 1995 and 1994.
Registrant cannot complete this review, without unreasonable effort or expense,
on or before March 31, 1997. Registrant anticipates, however, that it will be
able to file its Form 10-K Annual Report for the year ended December 31, 1996
not later than April 4, 1997.
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