REGENCY BANCORP
8-K, 1996-12-02
STATE COMMERCIAL BANKS
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<PAGE>

                       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)  November 21, 1996


                                 REGENCY BANCORP
             (Exact name of registrant as specified in its charter)


       California                    77-0378956                  33-82150
(State or other jurisdiction  (Commission File Number)        (IRS Employer of
     incorporation)                                         Identification No.)



7060 N. Fresno, Fresno, California                                93720
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:   (209) 438-2600


                                 Not Applicable
         (Former name or former address, if changed since last report).



                                                                     Page 1 of 6

                                                 The Exhibit Index is on Page 4.
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Item 5.   OTHER EVENTS.

          None


Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  FINANCIAL STATEMENTS.

          Not Applicable.

     (b)  PRO FORMA FINANCIAL INFORMATION.

          Not Applicable.


     (c)  EXHIBITS.

          (99.1)   Press Release dated November 21, 1996.


                                        2


<PAGE>


                                   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.

                                        REGENCY BANCORP



Date:     November 22, 1996             /s/ Steven F. Hertel
                                        ------------------------------
                                        Steven F. Hertel
                                        President


                                        3

<PAGE>

                                  EXHIBIT INDEX

                                                                      Sequential
Exhibit No.                        Description                         Page No.
- -----------                        -----------                        ----------

                               Press Release dated
   99.1                        November 21, 1996                           5



                                        4

<PAGE>

                                                                    EXHIBIT 99.1

                      REGENCY CHAIRMAN NOMINATES SUCCESSOR

     FRESNO, November 21 -- Gary McDonald, Chairman of the Board of Regency
Bancorp, holding company for Regency Bank, announced today his intention to
relinquish his role as chairman of the board for the holding company and bank
effective today.  He will remain on the board of both and continue to be an
active participant and member of several of the company's key committees.

     In his announcement, McDonald also reported a fourth quarter dividend for
the company's shareholders of $0.06 per share of common stock.  The holding
company's fourth dividend this year, it will be for shareholders of record on
December 2, 1996, and paid on December 11, 1996.

     Mr. McDonald has served as the board's chairman since the company's
formation in 1980.  Under his leadership, the bank has grown to more than $170
million in assets.  It purchased and expanded a money management company to $75
million in assets managed.  Most recently, Regency formed a bank holding company
to assist the organization in positioning itself well into the future.     "It
was never my intention to remain as chairman indefinitely,"  McDonald stated.
"When we hired Steve Hertel in December of 1990, his priority was to improve our
core company's (Regency Bank's) financial performance and position us as a
leader in providing financial services in our market.  He has done just that and
we now feel he is ready to provide the same level of leadership on the board.  I
have every confidence in Steve's ability to handle the job . . . in fact, in my
professional career, I've never had the privilege of working with a leader
having more skill and dedication."

     Hertel noted that, "Mr. McDonald has instilled values and set standards for
our company that will challenge us far into the future.  In addition, Gary
played one of the key roles in bringing an Employee Stock Ownership Plan to
Regency, and now, approximately 10% of the company's stock is in our employees'
hands.  I'm very happy he has agreed to stay on the board of directors as he has
done an outstanding job in


                                        5

<PAGE>


bringing the company to its current level and will have an important role in our
anticipated success in the future."

     Over the past two years McDonald has spent most of his efforts in assisting
Regency in the mandated divestiture of its land development subsidiary, Regency
Service Corporation (RSC).  RSC will continue these efforts over the next 12 to
18 months as the company completes this process.

     Regency has a very successful history with excellent financial performance,
except for last year when it reserved a substantial amount of money for the
probable liquidation of real estate associated with its land development
subsidiary.  Income through September was $842,000, an increase of 115.3% over
the same period last year.

     "While income is up, and even though we are making excellent progress
towards complete divestiture," McDonald added, "earnings will be below
historical levels through the majority of next year, at which time we plan on
being fully divested.  Income," he said, "will incrementally improve as our
subsidiary's real estate assets are converted to cash and reemployed in other
forms of earning assets, such as loans and investments.  Our core companies,
Regency Bank and Regency Investment Advisors, on a stand alone basis are
performing better than ever before."



November 21, 1996


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