CARNEGIE BANCORP
8-K, 1996-08-05
NATIONAL COMMERCIAL BANKS
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                       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 16, 1996

                                Carnegie Bancorp
             (Exact name of registrant as specified in its charter)


          New Jersey                     0-2456             22-3257100
  ---------------------------         -----------       ------------------
  State or other jurisdiction         (Commission         (IRS Employer
       of incorporation)              File Number)      Identification No.) 


  619 Alexander Road, Princeton, New Jersey                  08540
  -----------------------------------------                ----------
  (Address of principal executive offices)                 (Zip Code)


        Registrant's telephone number, including area code (609) 520-0601

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                            Page 1 of 5
<PAGE>


Item 5. Other Events.

     The Registrant issued a press release on July 16, 1996 announcing its
second fiscal quarter 1996 earnings.

Item 7. Exhibits.

     The following exhibit is filed with this Current Report on Form 8-K.


Exhibit No.                   Description
- -----------                   -----------
    99         Press Release dated July 16, 1996 announcing the Registrant's
               second fiscal quarter 1996 earnings.

                                   Page 2 of 5


<PAGE>


                                   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)



Dated: August 2, 1996                  By: /s/ THOMAS L. GRAY, JR.
                                           ------------------------------------
                                           Thomas L  Gray, Jr.
                                           President and Chief Executive Officer

                                   Page 3 of 5

<PAGE>

                                  EXHIBIT INDEX

                           CURRENT REPORT ON FORM 8-K

                                                                     Sequential
Exhibit No.             Description                                  Page Number
- ----------              -----------                                  -----------
   99          Press Release dated July l6, 1996 announcing the
               Registrant's second quarter earnings


                                   Page 4 of 5

                                                                  EXHIBIT NO. 99

                                    CARNEGIE BANCORP
FOR IMMEDIATE RELEASE
- ---------------------


                        CARNEGIE BANCORP EARNINGS UP 17%

                       FOR SECOND QUARTER OVER PRIOR YEAR

Princeton, New Jersey -- July 16, 1996. Carnegie Bancorp announced that it had
earned net income after taxes for the quarter ended June 30, 1996 of $564,000,
compared to $483,000 for the same period last year, an increase of almost 17%.
Primary and fully diluted net income per share for the second quarter 1996 were
$.29 and $.28 respectively, compared to $.26 per share for both primary and
fully diluted net income for the second quarter 1995.

For the six months ended June 30, 1996, income after taxes increased to
$1,170,000, ($.59 per share for both primary and fully diluted net income),
compared to $1,035,000, ($.57 per share for both primary and fully diluted net
income) for the same period in 1995, representing an increase of over l3%.
Shares outstanding increased to 1,843,059 at June 30, 1996, compared to
1,750.866 at June 30, 1995.

As of June 30, 1996, total loans increased to over $194 million, or an increase
of 33% over the same period last year. Carnegie posted over $277 million in
total assets, an increase of 22%, compared to 1995.

Carnegie Bank, N.A. is the single subsidiary of Carnegie Bancorp. Carnegie
Bancorp, N.A. serves small businesses, professionals and high net worth
individuals through its seven branches located in Princeton, Hamilton, Marlton,
Denville, Toms River and Montgomery Township, New Jersey, as well as Langhorne,
Pennsylvania. Another branch is expected to open this year in Flemington, New
Jersey. The Company's stock is listed on the Nasdaq National Market System. Its
tradeing symbol for common stock is CBNJ and for warrants is CBNJW.



FOR FURTHER INFORMATION, PLEASE CONTACT: Thomas L. Gray, Jr., President
                                         (609) 520-0601


    619 Alexander Rd., Princeton, NJ 08540 o 609-520-0601 o Fax 609-520-9722

                                  Page 5 of 5


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