CARNEGIE BANCORP
8-K, 1997-01-24
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)

                                January 15, 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
                                                           --------------

===============================================================================

                                  Page 1 of 4

<PAGE>

Item 5. OTHER EVENTS.

     On Wednesday, January 15, 1997, the Registrant and Regent Bancshares Corp.
("Regent") issued a press release announcing the mutual termination of the
Amended and Restated Agreement and Plan of Merger dated August 30, 1995 that
provided for the merger of the Registrant and Regent and the concurrent merger
of the Carnegie Bank, N.A., a wholly-owned subsidiary of the Registrant, and
Regent National Bank, a wholly-owned subsidiary of Regent.

                                  Page 2 of 4


<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: January 24, 1997
                                                  By: /s/  RICHARD ROSA
                                                      -----------------------
                                                           Richard Rosa,
                                                      Chief Financial Officer



                                  Page 3 of 4


<PAGE>

                                 EXHIBIT INDEX

                           CURRENT REPORT ON FORM 8-K


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

    99       Press Release dated January 15, 1997 announcing termination of the
             Amended and  Restated  Agreement  and Plan of Merger between the
             Registrant and Regent Bancshares Corp.



                                  Page 4 of 4



                                 EXHIBIT NO. 99

                             [CARNEGIE BANCORP LOGO]


FOR IMMEDIATE RELEASE
- ---------------------



                          MERGER AGREEMENT TERMINATED,

                      CARNEGIE INCREASES CASH DIVIDEND AND

                             DECLARES STOCK DIVIDEND

PRINCETON, NEW JERSEY--JANUARY 15, 1997. Carnegie Bancorp (NASDAQ symbol CBNJ),
and Regent Bancshares Corp. (NASDAQ symbol RBNK) today announced the mutual
termination of the Amended and Restated Agreement and Plan of Merger that had
provided for the merger of RBNK into CBNJ and the concurrent merger of each
company's respective subsidiary banks. Thomas L. Gray, Jr., President of
Carnegie and David W. Ring, Chairman of Regent, stated that both institutions
had shifted their respective strategy focus during the very extended period of
the merger agreement. Carnegie will continue its growth strategy through 1997
and 1998 both internally and through the pursuit of other acquisition
possibilities.

Carnegie Bancorp also announced, at a meeting today of its Board of Directors,
that the Company increased its quarterly cash dividend to $.14 per share from
$.13 per share in the fourth quarter of 1996 and $.12 per share in the first
three quarters of 1996. The new cash dividend of $.14 per share will be paid to
shareholders of record on February 19, 1997 and payable on March 19, 1997. This
represents the 21st consecutive quarter in which the Company has paid a cash
dividend.

In addition, the Board of Directors declared a 5% stock dividend, payable to
shareho1ders of record on February 12, 1997 and payable on March 19, 1997. This
marks the eighth consecutive year where Carnegie has paid a 5% stock dividend.

Carnegie Bank, N.A. is the single subsidiary of Carnegie Bancorp. Carnegie Bank,
N.A. serves small businesses, professionals and high net worth individuals
through its eight branches located in Princeton, Hamilton, Marlton, Denville,
Toms River, Montgomery Township and Flemington, New Jersey as well as Langhorne,
Pennsylvania.




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



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