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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 21, 1997
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Commerce Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 0-12874 22-2433468
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Commerce Atrium, 1701 Route 70 East, Cherry Hill, New Jersey 08034
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (609) 751-9000
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NOT APPLICABLE
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(Former name or former address, if changed since last report).
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Item 5 - Other Events
Under the terms of an Agreement and Plan of Reorganization and a
related Agreement and Plan of Merger, as amended, (collectively the "Merger
Agreement") each dated October 15, 1996, by and between Commerce Bancorp, Inc.
("CBI") and Independence Bancorp, Inc. ("IBI"), on January 21, 1997, IBI was
merged with and into CBI and each share of the Common Stock of IBI owned on the
Effective Date of the Merger (i.e., January 21, 1997) was automatically
converted into .98175 shares of the Common Stock of CBI. For further information
on this transaction, see CBI's Registration Statement on Form S-4 (Registration
No. 333-16263) which is incorporated herein by reference.
Item 7 - Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Pursuant to Item 7(a)(4) of Form 8-K the foregoing financial statements
will be filed by Amendment not later than 60 days after the date this
Report on Form 8-K is filed.
Independence Bancorp, Inc. and Subsidiaries
Audited Financial Statements:
Report of Independent Public Accountants.
Consolidated Balance Sheet as of December 31, 1996.
Consolidated Statement of Income for the year ended December 31, 1996.
Consolidated Statement of Changes in Shareholders' Equity for the year
ended December 31, 1996.
Consolidated Statement of Cash Flows for the year ended December 31,
1996.
Notes to Consolidated Financial Statements.
(b) Pro Forma Financial Information
Pursuant to Item 7(b)(2) of Form 8-K the foregoing financial statements
will be filed by Amendment not later than 60 days after the date this
Report on Form 8-K is filed.
Pro Forma Combined Condensed Balance Sheet as of December 31, 1996.
Pro Forma Combined Condensed Statement of Income for the year ended
December 31, 1996.
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(c) Exhibits (listed by numbers corresponding to the Exhibit Table of Item
601 of Regulation S-K)
Exhibit No. Description
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2.1 Agreement and Plan of Merger, as amended, dated October
15, 1996 by and between Commerce Bancorp, Inc. and
Independence Bancorp, Inc. (incorporated by reference from
Registration Statement No. 333-16263, Exhibit No. 1.2)
2.2 Agreement and Plan of Reorganization dated October 15,
1996 by and between Commerce Bancorp, Inc. and
Independence Bancorp, Inc. (incorporated by reference from
Registration Statement No. 333-16263, Exhibit No. 1.1). The
Schedules to this Agreement are not filed as an Exhibit
hereto pursuant to Regulation S-K, Item 601(b)(2).
However, the Registrant will furnish a copy of these
Schedules to the Commission upon its request.
*24.1 Consent of Arthur Andersen LLP.
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* To be filed by Amendment.
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 thereunto duly authorized.
COMMERCE BANCORP, INC.
Dated: January 28, 1997 By: /s/ C. Edward Jordan, Jr.
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C. Edward Jordan, Jr.
Executive Vice President
