CARNEGIE BANCORP
8-K, 1997-05-05
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)

                                 April 24, 1997

                                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>

Item 5. Other Events.

     On April 24, 1997, the Registrant issued a press release announcing that
its board of directors approved a second quarter cash dividend of $.14 per share
payable on June 18, 1997 to shareholders of record on May 21, 1997.
<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:  May 5, 1997                         By: /s/ RICHARD ROSA
                                                ---------------------------
                                                    Richard Rosa,
                                                Chief Financial Officer
<PAGE>

                                  EXHIBIT INDEX

                           CURRENT REPORT ON FORM 8-K

Exhibit No.                   Description
- -----------                   -----------


   99       Press Release dated April 24, 1997 announcing that its board of
            directors approved a second quarter cash dividend of $.14 per share
            payable on June 18, 1997 to shareholders of record on May 21, 1997.


                                 Exhibit No. 99


FOR IMMEDIATE RELEASE

                            CARNEGIE BANCORP DECLARES

                          $.14 QUARTERLY CASH DIVIDEND

Princeton, New Jersey - April 24, 1997. Carnegie Bancorp announced that the
Board of Directors of the Company declared a second quarter cash dividend of
$.14 per share during its regularly scheduled meeting on April 23rd. The
dividend will be payable on June 18, 1997 to shareholders of record on May 21,
1997. This represents the 22nd consecutive quarter in which the Company has paid
a cash dividend. Carnegie's solid earnings growth has enabled the company to
consistently pay a quarterly cash dividend, beginning with $.06 per share in
1992, increasing to $.08 per share in 1993, $.10 per share in 1994, $.12 per
share in 1995, $.12 per share for the first three quarters of 1996, $.13 per
share for the fourth quarter of 1996, and $.14 per share for the first quarter
of 1997. These cash dividends have been paid in addition to the Company's annual
5% stock dividends.

The Carnegie Bancorp Annual Meeting of Shareholders will be held on Wednesday,
May 21, 1997, 4:00 p.m., at its headquarters office at 619 Alexander Road,
Princeton, New Jersey.

Carnegie Bank, N.A. is the single subsidiary of Carnegie Bancorp. The bank
serves small business professionals and high net worth individuals through its
branch offices located in Princeton, Hamilton, Marlton, Denville, Toms River,
Montgomery Township and 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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