<PAGE>
PROSPECTUS
Filed Pursuant to Rule 424(b)(1)
of the Securities Act
File Number 333-10771
5,000,000 SHARES
COMMERCE BANCORP, INC.
COMMON STOCK
This Prospectus covers 5,000,000 shares of Common Stock, $1.5625 par value
(the "Common Stock"), which may be offered and issued by Commerce Bancorp, Inc.
(the "Company") from time to time in connection with the merger with or
acquisition by the Company or its subsidiaries of the assets or securities of
financial institutions and businesses in which bank holding companies and their
subsidiaries can engage. The Company may also issue shares of Common Stock upon
exercise of warrants, options, convertible notes or other similar instruments
issued or assumed by the Company from time to time in connection with such
acquisitions.
It is expected that the terms of acquisitions involving the issuance of
securities covered by this Prospectus will be determined by direct negotiations
with the owners or controlling persons of the businesses or assets to be merged
with or acquired by the Company. No underwriting discounts or commissions will
be paid, although finder's fees may be paid from time to time with respect to
specific mergers or acquisitions. Any person receiving any such fees may be
deemed to be an underwriter within the meaning of the Securities Act of 1933, as
amended (the "Securities Act").
As of June 30, 1996, the Company had 11,366,744 shares of Common Stock
outstanding. The Common Stock of the Company is traded on the New York Stock
Exchange ("NYSE") under the symbol "CBH." On October 16, 1996 the last sale
price of the Common Stock as reported on the NYSE Composite Transaction Tape was
$25.875. See "Common Stock and Dividend Information."
The Company and its banking subsidiaries are subject to a variety of
federal and state banking statutes, regulations and guidelines, many of which
materially affect or have the potential to materially affect the Company's
business and financial condition, including but not limited to restricting its
ability to pay dividends on the Common Stock. See "Supervision and Regulation."
All expenses of this offering will be paid by the Company. The Company is a
New Jersey corporation and all references herein to the Company refer to the
Company and its consolidated subsidiaries. The executive offices of the Company
are located at Commerce Atrium, 1701 Route 70 East, Cherry Hill, New Jersey
08034-5400 and its telephone number is 609-751-9000.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY OR INSTRUMENTALITY.
The date of this Prospectus is October 17, 1996.
<PAGE>
AVAILABLE INFORMATION
As permitted by the rules and regulations of the Securities and Exchange
Commission (the "Commission"), this Prospectus omits certain information
contained in the Registration Statement of which this Prospectus is a part. For
such information, reference is made to the Registration Statement and the
exhibits thereto. See "ADDITIONAL INFORMATION." Statements made in this
Prospectus as to the contents of any contract, agreement or other document are
not necessarily complete; with respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement or incorporated by
reference therein, reference is made to such contract, agreement or other
document for a more complete description of the matter involved, and each such
statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549; and at the Commission's New York Regional Office, Seven World Trade
Center, 13th Floor, New York, New York 10048; and Chicago Regional Office,
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60621; and copies of such material can be obtained from the Public Reference
Section of the Commission, Washington, D.C. 20549 at prescribed rates. The
Company's Common Stock is listed on the NYSE and therefore the Company's
reports, proxy statements and other information filed under the Exchange Act may
also be inspected and copied at the offices of the New York Stock Exchange, 120
Broad Street, New York, New York 10005.
The Company is furnishing to each person who receives a copy of this
Prospectus a copy of the Company's latest Annual Report on Form 10-K that is
specifically incorporated by reference in this Prospectus and the Company's
latest Quarterly Report on Form 10-Q that is specifically incorporated by
reference in this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and portions of documents filed by the Company with
the Commission are hereby incorporated by reference into this Prospectus and
made a part hereof: (i) the Annual Report on Form 10-K for the year ended
December 31, 1995 as amended by Report on Form 10-K/A dated May 14, 1996; and
(ii) the Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be part of this
Prospectus from the date of filing of such documents. Any
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<PAGE>
statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Prospectus, except as so modified or superseded.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the information that has been incorporated by reference in this Prospectus (not
including exhibits to such information unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or oral requests for such copies should be directed to
Commerce Bancorp, Inc., 1701 Route 70 East, Cherry Hill, New Jersey 08034-5400,
Attention: C. Edward Jordan, Jr., Executive Vice President; (609)751-9000. In
order to ensure timely delivery of the documents, any request should be made at
least five business days before the date on which an investor purchases shares
hereunder.
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<PAGE>
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PROSPECTUS SUMMARY
The information set forth below is qualified in its entirety by the
detailed information and financial statements and notes thereto incorporated by
reference and/or appearing elsewhere in this Prospectus. References to the
"Company" in this Prospectus shall, unless the context requires otherwise,
include the Company and its consolidated subsidiaries.
The Company
Commerce Bancorp, Inc. (the "Company") is a multi-bank holding company
headquartered in Cherry Hill, New Jersey which operates three nationally
chartered bank subsidiaries: Commerce Bank, N.A. ("Commerce NJ"), Cherry Hill,
New Jersey, Commerce Bank/Pennsylvania, N.A. ("Commerce PA"), Philadelphia,
Pennsylvania and Commerce Bank/Shore, N.A. ("Commerce Shore"), Forked River, New
Jersey. These three bank subsidiaries have 43 retail branch offices in Southern
New Jersey and 12 retail branch offices in Metropolitan Philadelphia. As of June
30, 1996, the Company had total assets of approximately $2.61 billion, total
deposits of approximately $2.35 billion and total stockholders' equity of
approximately $162.68 million. At June 30, 1996 average deposits per branch
office (excluding branches open less than one year) were approximately $51.0
million.
The Company provides a full range of retail and commercial banking services
for consumers and small and mid-sized companies. Lending services are focused on
commercial real estate, commercial and consumer loans to local borrowers. The
Company's lending and investment activities are funded principally by retail
deposits gathered through its retail branch office network.
The Company's retail approach to banking emphasizes a combination of
long-term customer relationships, quick responses to customer needs, active
marketing, convenient locations, free checking for customers maintaining certain
minimum balances and extended hours of operation. The Company's retail approach
to banking has produced low cost deposits and has resulted in a high
concentration of demand and savings deposits due to convenience and service
rather than rate. For the five-year period ended December 31, 1995, the
Company's deposits have grown at an average annual rate of 21% per year.
The Company has focused its strategy for growth primarily on the further
development of its community-based retail banking network. The objective of this
corporate strategy is to build earnings growth potential for the future as the
retail branch office network matures. The Company's branch concept uses a
prototype branch office building, convenient locations and active marketing, all
designed to attract retail deposits. Using this prototype branch concept, the
Company plans to open approximately ten new branch offices in each of the next
five years, exclusive of acquisitions. It has been the Company's experience that
each newly opened branch office incurs operating losses during the first ten to
twelve months of operations and becomes profitable thereafter.
All information contained in this Prospectus has been adjusted to reflect
Common Stock dividends paid through June 30, 1996.
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<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial information as of December
31, 1991, 1992, 1993, 1994 and 1995 and for the years then ended has been
derived from the Consolidated Financial Statements of the Company. The selected
consolidated financial information as of and for the six months ended June 30,
1995 and 1996 is derived from the unaudited Condensed Consolidated Financial
Statements of the Company, which, in management's opinion, include all
adjustments (consisting of only normal recurring adjustments) necessary for a
fair presentation of the information set forth therein. The results of
operations for the six months ended June 30, 1996 are not necessarily indicative
of the results that may be expected for the full year. The information set forth
below should be read in conjunction with the "Financial Statements" and notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" incorporated herein by reference. See "Incorporation of
Certain Documents by Reference."
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, Years Ended December 31,
-------------------------- --------------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
----------- ------------ ------------ ------------ ------------ ------------ ----------
(In thousands, except ratios and per share data)
INCOME STATEMENT DATA:
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<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income........ $ 51,636 $ 46,536 $ 95,310 $ 90,534 $ 69,725 $ 51,499 $38,425
Provision for loan losses.. 1,348 1,245 2,215 4,210 5,981 6,286 5,541
Non-interest income(1)..... 13,126 9,408 21,492 17,534 17,344 12,129 14,073
Non-interest expense....... 43,379 37,290 77,693 71,863 57,873 42,889 38,933
Income before income
taxes.................... 20,035 17,409 36,894 31,995 23,215 14,453 8,024
Net income ................ 12,857 11,059 23,485 20,377 14,615 10,017 6,027
BALANCE SHEET DATA:
- ------------------
Total assets............... $2,608,372 $2,370,240 $2,415,894 $2,291,290 $2,032,556 $1,425,707 $1,057,754
Loans (net)................ 1,017,827 837,513 894,195 789,916 691,339 602,129 569,381
Securities available for
sale .................... 653,871 116,498 520,314 118,855 164,620 309,894
Securities held to 644,541 1,112,054 682,702 1,145,133 926,115 293,201 343,146
maturity...................
Trading securities......... 11,606 13,813 8,843
Federal funds sold......... 50,500 29,550 9,750 10,000 50,550 16,750
Deposits................... 2,353,428 2,157,306 2,225,098 1,834,572 1,744,915 1,335,618 987,053
Long-term debt (2)......... 26,846 27,872 27,359 28,385 28,954 6,520 7,034
Stockholders' equity....... 162,676 150,502 162,020 111,873 99,176 81,916 58,170
PER SHARE DATA:
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Net income-primary......... $ 1.07 $ 0.99 $ 2.03 $ 2.14 $ 1.61 $ 1.21 $ 0.75
Net income-fully diluted... 1.04 0.95 1.96 1.98 1.49 1.17 0.75
Cash Dividends............. 0.34 0.30 0.61 0.56 0.43 0.37 0.35
Book value................. 13.99 13.28 14.14 11.75 10.31 8.87 7.66
Average Shares Outstanding:
Primary................... 11,722 10,940 11,278 9,020 8,120 6,961 5,964
Fully diluted............. 12,364 11,593 11,935 10,219 9,654 8,570 5,964
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, Years Ended December 31,
-------------------------- --------------------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
----------- ------------ ------------ ------------ ------------ ------------ ----------
(In thousands, except ratios and per share data)
- ----------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
SELECTED RATIOS:
Performance
Return on average 1.03% 0.95% 1.00% 0.91% 0.84% 0.78% 0.61%
assets(3)................
Return on average 15.98 16.30 16.20 19.35 16.51 14.40 11.00
equity(3)................
Net interest margin (3)(4). 4.63 4.41 4.49 4.43 4.40 4.46 4.41
Liquidity and Capital
Average loans to average
deposits.................. 42.05% 42.17% 41.13% 42.35% 42.52% 50.06% 61.57%
Common Stock dividend
payout ratio............. 31.78 30.30 30.16 25.98 26.51 30.23 46.07
Stockholders' equity to
total assets.............. 6.24 6.35 6.71 4.88 4.88 5.75 5.50
Risk based capital
Tier 1.................... 12.57 12.62 13.02 10.09 9.16 9.66 7.76
Total .................... 15.34 15.77 16.06 13.31 12.44 10.75 9.05
Leverage capital ratio..... 6.55 6.17 6.54 4.87 4.53 5.53 5.08
Asset Quality
Non-performing assets to
total period-end assets.. 0.63% 0.79% 0.79% 0.97% 1.32% 2.26% 2.26%
Net charge-offs to
average loans 0.21 0.05 0.11 0.29 0.88 1.06 0.58
outstanding (3)..........
Non-performing loans to
total period-end loans.... 0.83 1.20 0.94 1.47 1.22 2.67 2.72
Allowance for loan losses
to total period-end loans 1.33 1.54 1.47 1.50 1.43 1.45 1.54
Allowance for loan losses
to non-performing loans.. 159 129 157 102 117 54 57
</TABLE>
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(1) In 1991, non-interest income included a $810,000 gain on the sale of the
merchant credit card operations. Non-interest income includes investment
securities gains of $517,000 and $18,000 for the six month periods ended
June 30, 1996 and 1995, respectively, $106,000 for 1995, $641,000 for 1994,
$3.0 million for 1993, $249,000 for 1992 and $3.3 million for 1991.
(2) Includes the Company's guarantee of the debt obligation of its Employee
Stock Ownership Plan. As of June 30, 1996, the Company's guarantee was
approximately $3.8 million.
(3) Six-month periods have been annualized.
(4) Yields on tax-exempt obligations have been computed on a fully tax
equivalent basis assuming a federal income tax rate of approximately 35%.
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<PAGE>
THE COMPANY
Commerce Bancorp, Inc. (the "Company") is a multi-bank holding company
headquartered in Cherry Hill, New Jersey, whose three nationally chartered bank
subsidiaries have 43 retail branch offices in Southern New Jersey and 12 retail
branch offices in Metropolitan Philadelphia. On June 30, 1996, the Company had
total assets of approximately $2.61 billion, total deposits of approximately
$2.35 billion and total stockholders' equity of approximately $162.68 million.
The deposits of the Company's bank subsidiaries are insured by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC").
Average deposits per branch at June 30, 1996 (excluding branches open less than
one year) were approximately $51.0 million.
The Company, through its subsidiaries, provides a full range of retail and
commercial services to individuals and businesses. These services include free
checking accounts for customers maintaining certain minimum balances, savings
programs, money market accounts, negotiable orders of withdrawal ("NOW")
accounts, certificates of deposit, safe deposit facilities, consumer loan
programs, home equity and Visa Gold(TM) card revolving lines of credit,
overdraft checking, automated teller facilities and expanded banking hours.
Lending services include commercial, residential, construction, real estate,
term and installment loans. Corporate trust services are offered by Commerce NJ.
The Company's commercial loan portfolio consists of loans to a diversified
group of businesses and includes lines of credit for seasonal or short-term
working capital needs and term loans with maturities of five years or less for
equipment and capital purchases. Residential lending consists primarily of
traditional one-to-four family residential home financings which, after
origination by the Company, are generally sold in the secondary market.
Construction lending consists primarily of residential tract construction
projects all within the Company's market area. Real estate loans are generally
secured by first mortgages on the property supported by current appraisals and
are generally limited to 80% of appraised value. Commercial real estate credit
decisions are primarily based upon the ability of the property's cash flow to
meet debt service requirements. Most commercial loans bear the personal
guarantees of the principals involved. The Company's installment loan portfolio
consists primarily of personal loans, home equity loans and lines, cash reserve
checking accounts and Visa Gold(TM) card accounts.
The Company has focused its strategy for growth primarily on the further
development of its community-based retail banking network. The objective of this
corporate strategy is to build earnings growth potential for the future as the
retail branch office network matures. The Company's branch concept uses a
prototype branch office building, convenient locations and active marketing, all
designed to attract retail deposits. Using this prototype branch concept, the
Company plans to open approximately ten new branch offices in each of the next
five years, exclusive of acquisitions. It has been the Company's experience that
each newly opened branch office incurs operating losses during the first ten to
twelve months of operations and becomes profitable thereafter.
These retail and commercial banking services are provided by the Company
primarily to consumers and small and mid-sized companies within its market area.
Lending services are focused on commercial real estate, commercial and consumer
lending to local borrowers. The Company's
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<PAGE>
lending and investment activities are funded principally by retail deposits
gathered through its retail branch office network. The Company attempts to
establish a total borrowing relationship which may typically include a
commercial real estate loan, a business line of credit for working capital
needs, a mortgage loan for the borrower's primary and/or secondary residence,
consumer loans for specific purposes and a revolving personal credit line.
The Company's retail approach to banking emphasizes a combination of
long-term customer relationships, quick responses to customer needs, active
marketing, convenient locations, free checking for customers maintaining certain
minimum balances and extended hours of operation. The Company's retail approach
to banking has produced low cost deposits and has resulted in a high
concentration of demand and savings deposits due to convenience and service
rather than rate.
The Company's principal activities as a holding company consist of owning
and supervising its wholly-owned subsidiary banks, Commerce NJ, Commerce PA and
Commerce Shore. The Company derives substantially all of its income through its
subsidiary banks. Neither the Company nor its subsidiary banks are engaged in
any material non-banking activities. The Company establishes policies and
coordinates the financial resources of its bank subsidiaries. The Company
provides and performs technical, advisory and auditing services for its bank
subsidiaries, coordinates their general policies and activities and participates
in their major business decisions. The day-to-day affairs of the Company's
subsidiary banks are managed by their respective officers and directors.
The Company, a New Jersey business corporation, which was incorporated on
December 9, 1982, became a registered bank holding company under the Bank
Holding Company Act of 1956 ("Holding Company Act") on June 30, 1983, by
acquiring Commerce NJ. Commerce PA was acquired by the Company on January 2,
1987. Commerce Shore was acquired by the Company on December 31, 1988.
The Company's principal executive offices are located at Commerce Atrium,
1701 Route 70 East, Cherry Hill, New Jersey, 08034-5400, and its telephone
number is (609) 751-9000.
Commerce NJ
Commerce NJ provides retail and commercial banking services through 35
retail branch offices in Camden, Burlington, Gloucester, Atlantic and Cape May
Counties in Southern New Jersey. It currently has six offices in Cherry Hill,
three offices in Washington Township, two offices each in Marlton, Medford and
Moorestown and one office each in Absecon, Atco, Bellmawr, Berlin, Brigantine,
Cinnaminson, Glassboro, Gloucester Township, Haddonfield, Marmora, Mt. Holly,
Mullica Hill, Northfield, Ocean City, Sicklerville, Somers Point, Voorhees, West
Deptford, Williamstown and Woodbury.
In addition to providing retail and commercial banking services, Commerce
NJ offers trust services primarily focusing on corporate trust activities,
particularly as bond trustee, paying agent, and registrar for municipal bond
offerings.
In March of 1995, Commerce NJ acquired Cypress Securities, Inc. a municipal
bond underwriter and investment banking company.
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<PAGE>
As of June 30, 1996, Commerce NJ had total assets of $2.02 billion, total
deposits of $1.70 billion and total stockholders' equity of $136.5 million.
Commerce PA
Commerce PA provides retail and commercial banking services through 12
retail branch offices in Philadelphia, Chester, Delaware and Montgomery Counties
in Southeastern Pennsylvania. It currently has one office in Center City
Philadelphia, one in South Philadelphia, one in West Philadelphia and one office
each in the Philadelphia suburbs of Chichester, Devon, Haverford, Lawrence Park,
Newtown Square, Springfield, Trooper, Wayne and Whitpain.
As of June 30, 1996, Commerce PA had total assets of $297.60 million, total
deposits of $280.20 million and total stockholders' equity of $16.5 million.
Commerce Shore
Commerce Shore provides retail and commercial banking services through
eight retail branch offices in Ocean County, New Jersey. It currently has two
offices in Forked River and Toms River and one office each in Barnegat,
Bayville, Long Beach Island and Manahawkin.
As of June 30, 1996, Commerce Shore had total assets of $314.10 million,
total deposits of $293.60 million and total stockholders' equity of $18.1
million.
Other Activities
As part of the Commerce Network, the Company has equity investments in
Commerce Bank/Harrisburg, Camp Hill, Pennsylvania (15.9% on a fully-diluted
basis) and Independence Bancorp, Inc., Ramsey, New Jersey (4.9% on a
fully-diluted basis), and provides certain marketing and support services to
each.
Competition
The Company's service area is characterized by intense competition in all
aspects and areas of its business from commercial banks, savings and loan
associations, mutual savings banks and other financial institutions. Other
competitors, including credit unions, consumer finance companies, factors,
insurance companies and money market mutual funds, compete with certain lending
and deposit gathering services offered by the Company. Many competitors have
substantially greater financial resources and larger lending limits and larger
branch systems than those of the Company.
In commercial transactions, Commerce NJ's, Commerce PA's and Commerce
Shore's legal lending limit to a single borrower (approximately $22.7 million,
$3.1 million, and $3.2 million, respectively, as of June 30, 1996) enables them
to compete effectively for the business of smaller and mid-sized businesses.
However, these legal lending limits are considerably lower than that of various
competing institutions and thus may act as a constraint on Commerce NJ's,
Commerce PA's and Commerce Shore's effectiveness in competing for financings in
excess of these limits.
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<PAGE>
The Company believes that it is able to compete on a substantially equal
basis with larger financial institutions because it offers longer hours of
operation than those offered by most of its competitors, free checking accounts
for customers maintaining certain minimum balances and competitive interest
rates on savings and time accounts with low minimum deposit requirements.
The Company seeks to provide personalized services through management's
knowledge and awareness of its market area, customers and borrowers. The Company
believes this knowledge and awareness provides a business advantage in serving
the retail depositors and the small and mid-sized commercial borrowers that
comprise the Company's customer base.
FUTURE ACQUISITIONS
The Company continually evaluates various financial and financial related
service companies as acquisition candidates. From time to time, the Company and
its subsidiaries may enter into binding or non-binding letters of intent, or
definitive agreements, to acquire particular companies. The Company has reported
and intends to report material acquisitions on reports on Form 8-K that contain
financial statements and other information about the Company's acquisitions.
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<PAGE>
MANAGEMENT
Directors and Executive Officers
The executive officers of the Company and its banking subsidiaries and the
directors of the Company, as of June 30, 1996, are set forth below.
<TABLE>
<CAPTION>
Name Age Position
- -------------------------------- ------------ ---------------------------------------------------------------
<S> <C> <C>
Vernon W. Hill, II 50 Chairman and President of the Company since
1982; Chairman and/or President of Commerce NJ
since 1973; Chairman of Commerce PA from June
1984 to June 1986 and from January 1987 to
present; Chairman of Commerce Shore since 1989.
C. Edward Jordan, Jr. 53 Executive Vice President and Director of the
Company since 1982; Executive Vice President and
Director of Commerce NJ since 1974.
Peter M. Musumeci, Jr. 45 Executive Vice President and Senior Credit Officer
since 1986 and Treasurer and Assistant Secretary
since 1984 of the Company; Executive Vice
President of Commerce NJ since 1986; Director of
Commerce PA since 1987 and Commerce Shore
since 1989.
Robert D. Falese, Jr. 48 Executive Vice President and Senior Loan Officer
of Commerce NJ since 1992. From 1990 to 1992,
Mr. Falese was President and Chief Executive
Officer of Sterling Bank, Mount Laurel,
New Jersey. Prior thereto, Mr. Falese was an
Executive Vice President and Senior Lending
Officer at the Fidelity Bank, Philadelphia,
Pennsylvania for more than five years.
David Wojcik 42 Senior Vice President of the Company since 1988.
Prior thereto, Mr. Wojcik was a Senior Bank
Examiner with the OCC for more than five years.
Dennis M. DiFlorio 41 Senior Vice President of Commerce NJ since 1988.
Prior thereto, Mr. DiFlorio was Division Manager
at Mellon Bank (East), Philadelphia, Pennsylvania
for more than five years.
Robert C. Beck 60 Secretary and Director of the Company since 1982;
Secretary and Director of Commerce NJ since
1973. Mr. Beck has been a partner in the law firm
of Parker, McCay & Criscuolo, Marlton, New
Jersey since 1987.
</TABLE>
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<TABLE>
<CAPTION>
Name Age Position
- -------------------------------- ------------ ---------------------------------------------------------------
<S> <C> <C>
David Baird, IV 59 Director of the Company and Commerce NJ since
1988. Mr. Baird has been President of
Haddonfield Lumber Company, Inc., Cherry Hill,
New Jersey since 1962.
Jack R Bershad 65 Director of the Company and Commerce NJ since
1987 and Commerce PA since 1984. Mr. Bershad
has been a partner in the law firm of Blank Rome
Comisky & McCauley, Philadelphia, Pennsylvania
and Cherry Hill, New Jersey, since 1964 and its
Chairman since 1990.
Morton N. Kerr 65 Director of the Company since 1982 and
Commerce NJ since 1973. Mr. Kerr has been
President of Markeim-Chalmers, Inc., Realtors,
Camden and Marlton, New Jersey, since 1965.
Steven M. Lewis 46 Director of the Company and Commerce NJ since
1988 and Commerce PA since 1984. Mr. Lewis has
been President of U.S. Restaurants, Inc., Blue Bell,
Pennsylvania since 1985.
Daniel J. Ragone 68 Director of the Company since 1982 and
Commerce NJ since 1981. Mr. Ragone has been
Chairman of the Board and President of Raible,
Lacatena & Beppel, C.P.A., Haddonfield, New
Jersey, or its predecessor firms, since 1960.
Joseph T. Tarquini, Jr. 60 Director of the Company since 1982 and
Commerce NJ since 1973. Mr. Tarquini has been
President of The Tarquini Organization, A.I.A.,
Camden, New Jersey, since 1980.
</TABLE>
Stock Ownership
As of June 30, 1996, all directors and executive officers of the Company, as a
group, beneficially owned 1,556,392 shares of Common Stock (including 519,030
shares of Common Stock issuable upon the exercise of stock options granted to
directors and executive officers of the Company under the Company's Stock Option
Plans) and 10,462 shares of the Company's Series C ESOP Cumulative Convertible
Preferred Stock, which are currently convertible into approximately 14,721
shares of Common Stock. "Beneficial Ownership" has been determined in accordance
with the definition of "beneficial ownership" set forth in the regulations of
the Securities and Exchange Commission and, accordingly, may include securities
owned by or for, among others, the wife and/or minor children of the individual
and any other relative who has the same residence as such individual as well as
other securities as to which the individual has or shares voting or investment
power or has the right to acquire under outstanding stock options within 60 days
after June 30, 1996.
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COMMON STOCK AND DIVIDEND INFORMATION
The Company's Common Stock trades on the NYSE under the symbol "CBH" and
prior to September 26, 1996 was traded on the NASDAQ National Market. The
quarterly market price ranges and dividends declared per common share for each
of the last two years and through June 30, 1996 are shown in the table below. On
October 16, 1996, the last sale price of the Common Stock as reported on the
NYSE Composite Transaction Tape was $25.875. The prices and dividends per share
have been adjusted to reflect common stock dividends of 5% with record dates of
January 12, 1996, January 2, 1995, and January 31, 1994. As of June 30, 1996,
there were approximately 3,780 holders of record of the Company's Common Stock.
<TABLE>
<CAPTION>
Sales Prices
-------------------------- Cash
Dividends
High Low Per Share
-------- -------- ---------
<S> <C> <C> <C>
1996 Quarter Ended
June 30................................................. $24.75 $20.25 $0.175
March 31................................................ 22.875 20.125 0.175
1995 Quarter Ended
December 31............................................. $23.58 $20.83 $0.1548
September 30............................................ 24.17 18.22 0.1548
June 30................................................. 18.45 15.72 0.1548
March 31................................................ 17.97 14.77 0.1474
1994 Quarter Ended
December 31............................................. $19.50 $15.64 $0.1474
September 30............................................ 21.55 17.00 0.1474
June 30................................................. 17.69 14.06 0.1361
March 31................................................ 15.64 13.39 0.1296
</TABLE>
The Company has historically paid dividends on its Common Stock and
currently intends to continue to pay such dividends on a quarterly basis in the
foreseeable future. However, because the ability to pay dividends depends upon a
number of factors, including those stated below, there can be no assurance that
dividends will be paid in the future.
Commerce NJ, Commerce PA and Commerce Shore, as national banks, are subject
to certain limitations on the amount of cash dividends that they can pay. As of
June 30, 1996, Commerce NJ had approximately $64.9 million legally available for
the payment of dividends,
- 12 -
<PAGE>
Commerce Shore has approximately $9.6 million legally available for the payment
of dividends, and Commerce PA had approximately $5.5 million available for the
payment of dividends.
Subject to such preferences, limitations and relative rights as may be
fixed for any series of preferred stock that may be issued, including the Series
C ESOP Cumulative Convertible Preferred Stock of the Company which is presently
outstanding, the holders of Common Stock are entitled to receive dividends,
when, as and if declared by the Board of Directors of the Company out of funds
legally available therefor. See "Description of Capital Stock."
The Company offers a Dividend Reinvestment and Stock Purchase Plan by which
dividends on the Company's Common Stock and optional cash payments of up to
$5,000 per quarter may be invested in Common Stock at a 3% discount to the
market price and without payment of brokerage commissions.
- 13 -
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following statements are summaries of certain provisions of the
Company's capital stock and are qualified in their entirety by reference to the
complete text of the Company's Restated Certificate of Incorporation (the
"Restated Certificate"), copies of which are incorporated by reference as
exhibits to the Registration Statement of which this Prospectus is a part.
Under the Company's Restated Certificate, the Company is authorized to
issue 20,000,000 shares of Common Stock, par value $1.5625 per share, and
5,000,000 shares of Preferred Stock, without par value. As of June 30, 1996,
there were 11,366,744 the Company's Common Stock outstanding and 417,000 shares
of Series C ESOP Cumulative Convertible Preferred Stock outstanding.
Under the Company's Restated Certificate, the Board of Directors is
authorized, without further shareholder action, to provide for the issuance of
the preferred stock in one or more series, with such designations, number of
shares, relative rights, preferences and limitations as shall be set forth in
resolutions providing for the issuance thereof adopted by the Board of
Directors.
Common Stock
Voting Rights. Holders of Common Stock are entitled to one vote for each
share held and have no cumulative voting rights.
Dividends. Subject to such preferences, limitations and relative rights as
may be fixed for any series of preferred stock that may be issued, including the
Series C ESOP Cumulative Convertible Preferred Stock, holders of Common Stock
are entitled to receive such dividends,when, as and if declared by the Board of
Directors out of funds legally available therefor.
Under the New Jersey Business Corporation Act, the Company may pay
dividends only if the payment thereof would allow the Company to pay its debts
as they become due in the usual course of business and the Company's total
assets would not be less than its total liabilities.
Cash available for dividend distribution to the holders of the Company's
Common Stock and preferred stocks, including the presently outstanding shares of
Series C ESOP Cumulative Convertible Preferred Stock, must initially come from
dividends paid to the Company by Commerce, NJ, Commerce PA and Commerce Shore.
Accordingly, restrictions on Commerce NJ's Commerce PA's and Commerce Shore's
cash dividend payments directly affect the payment of cash dividends by the
Company. See "Common Stock and Dividend Information."
Liquidation. In the event of liquidation, after payment of or provision for
all debts and liabilities and subject to the rights of any series of preferred
stock which may be outstanding, including Series C ESOP Cumulative Convertible
Preferred Stock, the holders of Common Stock would share pro rata in all assets
distributable to shareholders in respect of shares held by them.
Preemptive Rights. Holders of Common Stock have no preemptive rights.
- 14 -
<PAGE>
Transfer Agent and Registrar. The transfer agent and registrar for the
Common Stock is Chase/Mellon Shareholder Services, LLC.
Series C ESOP Cumulative Convertible Preferred Stock
The Series C ESOP Cumulative Convertible Preferred Stock is only issuable
to a trustee acting on behalf of a Company employee benefit plan, and in the
event any shares are transferred, they are automatically converted into Common
Stock as provided in the conversion provisions. The Series C ESOP Cumulative
Convertible Preferred Stock ranks senior to the Common Stock as to the payment
of dividends and the liquidation of the Company. Holders of Series C ESOP
Cumulative Convertible Preferred Stock are entitled to one vote for each full
share of Common Stock into which it is convertible on the record date for such
vote and have no cumulative voting rights. Except as otherwise required by law,
the holders of Series C Cumulative Convertible Preferred Stock shall vote
together with the holders of Common Stock and not as a separate class. Holders
of Series C ESOP Cumulative Convertible Preferred Stock are entitled to
cumulative dividends accruing from the date of issue when, as and if declared by
the Board of Directors out of funds legally available therefore at the annual
rate of $1.35 per share. In the event of any liquidation, dissolution or winding
up of the affairs of the Company, whether voluntary or otherwise, after payment
or provision for payment of the debts and other liabilities of the Company, the
holders of the Series C ESOP Cumulative Convertible Preferred Stock are entitled
to receive, out of the assets of the Company legally available for distribution
to its shareholders, the amount of $18.00 in cash for each share of Series C
ESOP Cumulative Convertible Preferred Stock, plus an amount equal to all
dividends accrued and unpaid on each such share up to the date fixed for
distribution, before any distribution may be made to the holders of the Common
Stock or any other class of capital stock ranking junior to the Series C ESOP
Cumulative Convertible Preferred Stock as to dividends or other distributions.
The Series C ESOP Cumulative Convertible Preferred Stock is redeemable in whole
or in part, at the option of the Company, at $18.59 per share beginning January
15, 1996 hereafter declining to $18.00 per share on or after January 15, 1999
plus in each case any accumulated and unpaid dividends to the date fixed for
redemption. Any time prior to redemption, shares of Series C ESOP Cumulative
Convertible Preferred Stock are convertible at the option of the holders thereof
into Common Stock at the current conversion rate of 1.4071 shares of the Common
Stock for each share of Series C ESOP Cumulative Convertible Preferred Stock.
The conversion rate is subject to adjustment in certain events.
"Anti-Takeover" Provisions and Management Implications
The Restated Certificate requires the affirmative vote of the holders of at
least 80% of the outstanding capital stock of the Company entitled to vote
thereon in order to permit the consummation of any of the following
transactions: (i) any merger or consolidation of the Company with or into any
other corporation; or (ii) any sale, lease, exchange or other disposition of all
of the assets of the Company to or with any other corporation, person or other
entity. The 80% voting requirement would not, however, apply to any transaction
approved by the Board of Directors of the Company prior to the consummation
thereof. The Restated Certificate also provides for the issuance of up to
5,000,000 shares of preferred stock, the rights, preferences and limitations of
which may be determined by the Board of Directors of the Company.
- 15 -
<PAGE>
The provisions in the Restated Certificate relating to the 80% voting
requirements and issuance of preferred stock may have the effect not only of
discouraging tender offers or other stock acquisitions but also of deterring
existing stockholders from making management changes. Issuance of preferred
stock, while providing flexibility in connection with possible acquisitions and
other corporate purposes, could make it more difficult for a third party to
secure a majority of outstanding voting stock. Similarly, absent the 80% voting
requirement provision relating to mergers and dispositions of assets, the
transactions described above could be consummated upon the favorable vote of the
holders of a majority of the votes cast by holders of shares entitled to vote
thereon.
These provisions may enhance the possibility that a potential bidder for
control of the Company will be required to act through arms-length negotiation
with respect to such major transactions as a merger, consolidation or purchase
of substantially all of the assets of the Company. Such provisions may also have
the effect of discouraging tender offers or other stock acquisitions, giving
management of the Company power to reject certain transactions which might be
desired by the owners of a majority of the Company's voting securities. These
provisions could also be deemed to benefit incumbent management to the extent
they deter such offers by persons who would wish to make changes in management
or exercise control over management. The Board of Directors of the Company does
not presently know of a third party that plans to make an offer to acquire the
Company through a tender offer, merger or purchase of substantially all the
assets of the Company.
SUPERVISION AND REGULATION
The Company
The Company is registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended ("Holding Company Act"), and is therefore
subject to regulation by the Board of Governors of the Federal Reserve System
("FRB").
Under the Holding Company Act, the Company is required to secure the prior
approval of the FRB before it can merge or consolidate with any other bank
holding company or acquire all or substantially all of the assets of any bank or
acquire direct or indirect ownership or control of any voting shares of any bank
that is not already majority owned by it, if after such acquisition it would
directly or indirectly own or control more than 5% of the voting shares of such
bank. The Holding Company Act also prohibits the acquisition, directly or
indirectly, by the Company of voting shares of, or interests in, or all or
substantially all of the assets of, any bank located outside the State of New
Jersey in a transaction requiring FRB approval unless an acquisition is
specifically authorized by the laws of the state in which such bank is located.
See "Recent Legislation/Interstate Banking."
The Company is generally prohibited under the Holding Company Act from
engaging in, or acquiring direct or indirect ownership or control of more than
5% of the voting shares of any company engaged in non-banking activities unless
the FRB, by order or regulation, has found such activities to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto. In making such a determination, the FRB considers whether the
performance of these activities by a bank holding company can reasonably be
expected to produce benefits to the public which outweigh the possible adverse
effects. The FRB has by regulation determined that certain activities are
closely related to banking within the meaning of the Holding Company Act.
- 16 -
<PAGE>
These activities include, among others, operating a mortgage, finance, credit
card or factoring company; performing certain data processing operations;
providing investment and financial advice; acting as an insurance agent for
certain types of credit-related insurance; leasing property on a full-payout,
non-operating basis; and certain stock brokerage and investment advisory
services.
In addition, under the Holding Company Act, the Company is required to file
periodic reports of its operations with, and is subject to examination by, the
FRB.
The Company is under the jurisdiction of the Securities and Exchange
Commission and various state securities commissions for matters relating to the
offering and sale of its securities and is subject to the Securities and
Exchange Commission's rules and regulations relating the periodic reporting,
reporting to shareholders, proxy solicitation and insider trading.
The Company, as an affiliate of Commerce NJ, Commerce PA and Commerce Shore
within the meaning of the Federal Reserve Act, is subject to certain
restrictions under the Federal Reserve Act regarding, among other things,
extensions of credit to it by Commerce NJ, Commerce PA and Commerce Shore, and
the use of the stock or other securities of the Company as collateral for loans
by Commerce NJ, Commerce PA and Commerce Shore to any borrower. Further, under
the Federal Reserve Act and the FRB regulations, a bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with extensions of credit or provisions of property or services.
These so-called "anti-tie-in provisions" generally provide that a bank may not
extend credit, lease or sell property or furnish any service, or fix or vary the
consideration for any of the foregoing, to a customer on the condition or
requirement that the customer provide some additional credit, property or
service to (or obtain the same from) the bank, the bank's holding company or any
other subsidiary of the bank's holding company, or on the condition or
requirement that the customer not obtain other credit, property or services from
a competitor of the bank, the bank's holding company or any subsidiary of the
bank's holding company.
Commerce NJ, Commerce PA and Commerce Shore
Commerce NJ, Commerce PA and Commerce Shore, as national banks, are subject
to the National Bank Act. Each is also subject to the supervision of, and is
regularly examined by, the Office of the Comptroller of the Currency ("OCC") and
is required to furnish quarterly reports to the OCC. The approval of the OCC is
required for the establishment of additional branch offices by any national
bank, subject to applicable state law restrictions. Under present New Jersey
law, Commerce NJ and Commerce Shore would be permitted to operate offices at any
location in New Jersey which is approved by the OCC. Under present Pennsylvania
law, Commerce PA would be permitted to operate offices within any county in
Pennsylvania, subject to the prior approval of the OCC.
Under the Community Reinvestment Act, as amended ("CRA"), as implemented by
OCC regulations, a bank has a continuing and affirmative obligation consistent
with its safe and sound operation to help meet the credit needs of its entire
community, including low- and moderate-income neighborhoods. CRA does not
establish specific lending requirements or programs for financial institutions
nor does it limit an institution's discretion to develop the types of products
and services that it believes are best suited to its particular community,
consistent with CRA. CRA
- 17 -
<PAGE>
requires the OCC to assess an institution's record of meeting the credit needs
of its community and to take such record into account in its evaluation of
certain applications by such institution. The CRA requires public disclosure of
an institution's CRA rating and requires that the OCC provide a written
evaluation of an institution's CRA performance utilizing a four-tiered
descriptive rating system. An institution's CRA rating is considered in
determining whether to grant charters, branches and other deposit facilities,
relocations, mergers, consolidations and acquisitions. Performance less than
satisfactory may be the basis for denying an application. In addition, under
applicable regulations a bank having a less than satisfactory rating is not
entitled to participate on the bid list for FDIC offerings. Commerce NJ,
Commerce PA and Commerce Shore have each received a "satisfactory" rating.
Commerce NJ, Commerce PA and Commerce Shore are members of the FDIC and
members of the FRB and, therefore, are subject to additional regulation by these
agencies. Some of the aspects of the lending and deposit business of Commerce
NJ, Commerce PA and Commerce Shore which are regulated by these agencies include
personal lending, mortgage lending and reserve requirements. The operations of
Commerce NJ, Commerce PA and Commerce Shore are also subject to numerous
federal, state and local laws and regulations which set forth specific
restrictions and procedural requirements with respect to interest rates on
loans, the extension of credit. credit practices, the disclosure of credit terms
and discrimination in credit transactions.
Commerce NJ, Commerce PA and Commerce Shore are subject to certain
limitations on the amount of cash dividends that they can pay. See Note 17 of
the Company's Notes to Consolidated Financial Statements which are incorporated
by reference herein.
Recent Legislation/Interstate Banking
On September 29, 1994, the President signed into law the "Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994" (the "Interstate Act").
Among other things, the Interstate Act permits bank holding companies to acquire
banks in any state one year after enactment. New Jersey and Pennsylvania law has
been amended to authorize any out-of-state bank holding company to acquire
control of any state or national bank located in such state after it receives
prior written approval from the applicable Department of Banking. Beginning June
1, 1997, a bank may merge with a bank in another state so long as both states
have not opted out of interstate branching between the date of enactment of the
Interstate Act and May 31, 1997. States may enact laws opting out of interstate
branching before June 1, 1997, subject to certain conditions. States may also
enact laws permitting interstate merger transactions before June 1, 1997 and
host states may impose conditions on a branch resulting from an interstate
merger transaction that occurs before June 1, 1997, if the conditions do not
discriminate against out-of-state banks, are not preempted by Federal law and do
not apply or require performance after May 31, 1997. New Jersey and Pennsylvania
have enacted laws opting in immediately to interstate merger and interstate
branching transactions. Interstate acquisitions and mergers would both be
subject, in general, to certain concentration limits and state entry rules
relating to the age of the bank.
Under the Interstate Act, the Federal Deposit Insurance Act is amended to
permit the responsible Federal regulatory agency to approve the acquisition of a
branch of an insured bank by an out-of-state bank or bank holding company
without the acquisition of the entire bank only if the law of the state in which
the branch is located permits out-of-state banks to acquire a branch of a
- 18 -
<PAGE>
bank without acquiring the bank or permits out-of-state banks to establish "de
novo" branches. Pennsylvania recently passed such a law. The New Jersey
legislation does not authorize establishment of interstate branches other than
by means of acquiring such branches from another institution.
The foregoing necessarily is a summary and general description of certain
provisions of the Interstate Act and does not purport to be complete. Many of
the provisions will be implemented through the adoption of regulations by the
various Federal and state banking agencies. Moreover, many of the significant
provisions of the legislation have not yet become effective. As of the date
hereof, the Company is continuing to study the legislation and regulations
relating to the legislation but cannot yet assess its impact on the Company.
National Monetary Policy
In addition to being affected by general economic conditions, the earnings
and growth of the Company, Commerce NJ, Commerce PA and Commerce Shore are
affected by the policies of regulatory authorities, including the OCC, the FRB
and the FDIC. An important function of the FRB is to regulate the money supply
and credit conditions. Among the instruments used to implement these objectives
are open market operations in U.S. Government securities, setting the discount
rate, and changes in reserve requirements against bank deposits. These
instruments are used in varying combinations to influence overall growth and
distribution of credit, bank loans, investments and deposits, and their use may
also affect interest rates charged on loans or paid on deposits.
The monetary policies and regulations of the FRB have had a significant
effect on the operating results of commercial banks in the past and are expected
to continue to do so in the future. The effects of such policies upon the future
business, earnings and growth of the Company, Commerce NJ, Commerce PA and
Commerce Shore cannot be predicted.
- 19 -
<PAGE>
PLAN OF DISTRIBUTION
The Company will issue the Common Stock being offered hereby from time to
time in connection with the merger with or the acquisition by the Company or its
subsidiaries of the assets or securities of financial institutions and
businesses in which bank holding companies and their subsidiaries can engage. It
is expected that the terms of acquisitions involving the issuance of Common
Stock covered by this Prospectus will be determined by direct negotiations with
the owners or controlling persons of the businesses or assets to be merged with
or acquired by the Company, and that the shares of Common Stock will be valued
at prices reasonably related to market prices current either at the time a
merger or acquisition is agreed upon or at or about the time of delivery of
shares. No underwriting discounts or commissions will be paid, although finder's
fees may be paid from time to time with respect to specific mergers or
acquisitions. Any person receiving such fees may be deemed to be an underwriter
with the meaning of the Securities Act.
All expenses of this Offering will be paid by the Company.
- 20 -
<PAGE>
LEGAL MATTERS
An opinion will be delivered by Blank Rome Comisky & McCauley,
Philadelphia, Pennsylvania, to the effect that the shares of Common Stock
offered hereby will, when sold as contemplated in this Prospectus, be validly
issued, fully paid and non-assessable. Jack R Bershad, a partner in Blank Rome
Comisky & McCauley, is a director of the Company, Commerce NJ and Commerce PA.
Mr. Bershad and certain other partners of Blank Rome Comisky & McCauley are
shareholders of the Company.
EXPERTS
The consolidated financial statements of Commerce Bancorp, Inc. at December
31, 1995 and 1994, and for each of the three years in the period ended December
31, 1995, incorporated by reference herein, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report incorporated by
reference herein and are incorporated by reference herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of 1933 relating to the Common
Stock offered hereby. This Prospectus, which is part of said Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain items of which are contained in Exhibits thereto. For further
information concerning the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and Exhibits. Copies of the
Registration Statement, together with Exhibits thereto, may be inspected without
charge at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies may be obtained from the Commission at
prescribed rates.
- 21 -
<PAGE>
=============================================================
No dealer, sales representative or any other
individual has been authorized to give any
information or to make any representations not
contained in this Prospectus in connection with the
offering covered by this Prospectus. If given or
made, such information or representations must not
be relied upon as having been authorized by the
Company or the Underwriters. This Prospectus
does not constitute an offer to sell, or a solicitation
of an offer to buy the shares of Common Stock in
any jurisdiction where, or to any person to whom, it
is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances,
create an implication that there has not been any
change in the facts set forth in this Prospectus
or in the affairs of the Company since the date hereof.
----------------
TABLE OF CONTENTS
Page
Available Information................................... 1
Incorporation of Certain Documents by Reference......... 1
Prospectus Summary...................................... 3
Selected Consolidated Financial Information............. 4
The Company............................................. 6
Future Acquisitions..................................... 9
Management.............................................. 10
Common Stock and Dividend Information................... 12
Description of Capital Stock............................ 14
Supervision and Regulation.............................. 16
Plan of Distribution.................................... 20
Legal Matters........................................... 21
Experts................................................. 21
Additional Information.................................. 21
=============================================================
<PAGE>
================================================================
5,000,000 Shares
COMMERCE BANCORP, INC.
Common Stock
------------------
PROSPECTUS
------------------
October 17, 1996
================================================================
