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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
OCTOBER 3, 1996
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CARNEGIE BANCORP
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(Exact name of registrant as specified in its charter)
NEW JERSEY 0-2456 22-3257100
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
619 ALEXANDER ROAD, PRINCETON, NEW JERSEY 08540
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 520-0601
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ITEM 5. OTHER EVENTS.
On Thursday, October 3, 1996, the Registrant issued a press release
announcing that the Registrant and Regent Bancshares Corp. ("Regent") had
entered into an agreement amending the original Agreement and Plan of Merger
entered into between the Registrant and Regent on August 30, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Carnegie Bancorp has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CARNEGIE BANCORP
(Registrant)
By: /s/ RICHARD ROSA
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Richard Rosa,
Chief Financial Officer
Dated: October 3, 1996
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EXHIBIT INDEX
CURRENT REPORT ON FORM 8-K
Sequential
Exhibit No. Description Page Number
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99 Press Release dated October 3, 1996 5
announcing that the Registrant and
Regent had entered into an agreement
amending the original Agreement and
Plan of Merger entered into between
the Registrant and Regent on
August 30, 1995.
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CARNEGIE BANCORP
FOR IMMEDIATE RELEASE
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CARNEGIE AND REGENT AMEND
ACQUISITION AGREEMENT
PRINCETON, NEW JERSEY -- OCTOBER 3, 1996. Carnegie Bank, N.A. and Regent
National Bank announced today that the acquisition of Regent National Bank is
expected to close during April of 1997. Amendments to the original agreement
dated August 30, 1995 have been signed. Approvals of the transaction will be
sought from regulatory authorities and from both organizations' shareholders at
meetings expected to be held in the first quarter of 1997. The combined bank
will bear the Carnegie Bank, N.A. name.
Under the terms of the Amendment Agreement, Regent common and preferred
stock will be exchanged for Carnegie common stock at a ratio determined at the
month end prior to closing based upon the respective per share book values of
each of Carnegie and Regent, subject to certain agreed upon adjustments. In
addition, the Amendment requires that Regent remove the automobile insurance
premium financing (IPF) loans as of the effective time of the merger into a
liquidating trust.
Under the Amendment Agreement, the Board of Directors of the resulting
company will consist of the current Board of Directors of Carnegie and two
designees from the Board of Directors of Regent. Bruce Mahon will remain as
Chairman of the Board of Carnegie Bancorp and Thomas L. Gray, Jr. will remain as
President and Chief Executive Officer. In addition, Ms. Barbara Teaford will
become an Executive Vice President of Carnegie, responsible for the Philadelphia
and Langhorne, Pennsylvania as well as Marlton, New Jersey markets.
Carnegie Bank, N.A. will become the ninth largest bank headquartered in New
Jersey upon completion of the acquisition. Recently, Carnegie Bank was named the
seventh most profitable bank of all banks opened on the East Coast since 1984 in
a report issued July 26, 1996 by Danielson Associates, Inc. of Rockville,
Maryland. The report listed
(continued)
619 Alexander Rd., Princeton, NJ 08540 -- 609-520-0601 -- Fax 609-520-9722
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Carnegie Bank, N.A.
10/3/96
Page 2
Carnegie's latest 12 month trailing earnings (April 1, 1995 through March 31,
1996) at $2,192,000, a return on equity of 12.98%. The bank also was recognized
for its extraordinary asset growth to $268 million from its inception in 1988.
In another report, Carnegie enjoyed the limelight this month and was named
seventh in the Top 10 Financial Institutions of New Jersey for 1995 total return
of 52.6% to shareholders.
Carnegie Bank, N.A. is the single subsidiary of Carnegie Bancorp. The bank
serves small businesses, professionals and high net worth individuals through
its branch offices located in Princeton, Hamilton, Marlton, Denville, Toms
River, Montgomery Township, Flemington, New Jersey and Langhorne, Pennsylvania.
The Company's stock is listed on the Nasdaq National Market System. Its trading
symbol for common stock is CBNJ and CBNJW for warrants.
FOR FURTHER INFORMATION, PLEASE CONTACT: Thomas L. Gray, Jr., President
(609) 520-0601
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