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) July 31, 1998
JeffBanks, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-22850 23-2189480
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1845 Walnut Street, Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 861-7000
(Former name or former address, if changed since last Report.)
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Item 2 Acquisition or Disposition of Assets
On July 31, 1998, the previously reported merger by and among
JeffBanks, Inc. (the "Company") and Regent Bancshares Corp. ("RBC"), whereby a
newly-formed wholly-owned subsidiary of the Company merged with and into RBC and
then the resulting corporation merged with and into the Company (the "Holding
Company Merger") was completed. Also the immediately following merger of Regent
National Bank ("Regent"), RBC's wholly-owned subsidiary bank, with and into
Jefferson Bank, the wholly-owned Pennsylvania banking subsidiary of the Company
for no further consideration (together with the Holding Company Merger, the
"Merger"), was completed. As a result of the Merger, each outstanding share of
RBC common stock was converted to .303 of a share of the Company's Common Stock,
and outstanding options to purchase RBC Common Stock were converted into options
to purchase 109,989 shares of the Company's Common Stock with an exercise price
per share equal to the exercise price of the RBC option divided by .303. The
conversion of the RBC stock and options resulted in a maximum aggregate issuance
of 1,143,165 shares of the Company's Common Stock (excluding shares issuable
pursuant to the exercise of options, as referred to above). The Merger will be
accounted for on a pooling of interests basis. For further terms and conditions
of the Merger, reference is made to the Company's Current Report on Form 8-K for
March 18, 1998 and to the copy of the Amended and Restated Agreement and Plan of
Merger among RBC, Regent National Bank, the Company, JeffBanks Acquisitioncorp.
V, Inc. and Jefferson Bank annexed thereto as an exhibit.
Item 7 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of RBC, incorporated by reference
into the joint proxy statement/prospectus included as part of
the Company's registration statement on Form S-4, registration
number 333-51253 (the "Registration Statement"), are hereby
incorporated by reference herein.
(b) Pro Forma Financial Information
The pro forma financial information set forth in the
Registration Statement under the captions "Selected Pro Forma
Combined Financial Information of JBI and RBC" and "Certain
Unaudited Pro Forma Per Share Data" is hereby incorporated by
reference herein.
(c) Exhibits
2. Amended and Restated Agreement and Plan of Merger
among RBC, Regent National Bank, the Company,
JeffBanks Acquisitioncorp. V, Inc. and Jefferson Bank
(included as Exhibit 2 to the Company's Form 8-K
Report for March 18, 1998 which is hereby
incorporated by reference herein)
23. Consent of Arthur Andersen LLP
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99. Registration Statement on Form S-4 of the Company,
registration no. 333- 51253 (incorporated by reference)
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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.
JeffBanks, Inc.
/s/ Paul Frenkiel
By: -----------------------------
Paul Frenkiel
Chief Financial Officer
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
To JeffBanks, Inc.:
As independent public accountants, we hereby consent to the incoporation by
reference in the Form 8-K dated August 13, 1998 filed by JeffBanks, Inc. of our
report dated January 20, 1998 (except with respect to the matter discussed in
Note 22, as to which the date is March 27, 1998) included in Regent Bancshares
Corp.'s Form 10-K for the year ended December 31, 1997 which was incorporated by
reference in Admendment No. 1 to Registration Statement No. 333-51253 on Form
S-4 and Joint Proxy Statement/Prospectus. It should be noted that we have not
audited any financial statements of Regent Bancshares Corp. subsquent to
December 31, 1997 or performed any audit procedures subsequent to the date of
our report.
/s/ARTHUR ANDERSEN LLP
Roseland, New Jersey
August 13, 1998
