================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to ________________.
Commission File #0-12874
COMMERCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-2433468
(State of other jurisdiction (I.R.S. Employee Identification Number)
of incorporation
or organization)
Commerce Atrium
1701 Route 70 East 08034-5400
Cherry Hill, New Jersey (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 609-751-9000
Securities registered pursuant to Section 12(b) of the Act:
Common Stock New York Stock Exchange
- --------------- ------------------------------------------
Title of Class Name of Each Exchange on Which Registered
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant ( 1 ) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____.
<PAGE>
Indicate by check mark if disclosure of' delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10- K. |X|
The aggregate market value of voting stock held by non-affiliates of the
Registrant is $1,109,133,000.(1)
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date.
Common Stock $1.5625 Par Value 27,438,170
------------------------------------ --------------------------
Title of Class No. of Shares Outstanding
as of 3/5/99
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and IV incorporate certain information by reference from the
Registrant's Annual Report to Shareholders for the fiscal year ended December
31, 1998 (the "Annual Report"). Part III incorporates certain information by
reference from the Registrant's Proxy Statement for the 1999 Annual Meeting of
Shareholders.
__________
(1) The aggregate dollar amount of the voting stock set forth equals the number
of shares of the Registrant's Common Stock outstanding reduced by the amount of
Common Stock held by officers, directors, and shareholders owning in excess of
10% of the Registrant's Common Stock multiplied by the last sale price for the
Registrant's Common Stock on March 5, 1999. The information provided shall in no
way be construed as an admission that the officer, director, or 10% shareholder
in the Registrant may be deemed an affiliate of the Registrant or that he is the
beneficial owner of' the shares reported as being held by him, and any such
inference is hereby disclaimed. The information provided herein is included
solely for the recordkeeping purpose of the Securities and Exchange Commission.
================================================================================
<PAGE>
EXPLANATORY NOTE
This Amendment to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998, as filed with the Securities and Exchange Commission on
March 26, 1999, is being filed to provide the financial disclosure required by
the Securities and Exchange Commission Form 11-K for the Commerce Bancorp, Inc.
401(K) Retirement Plan.
Financial Statements
and Supplemental Schedules
Commerce Bancorp, Inc.
401(k) Retirement Plan
Year ended December 31, 1998 and period ended
December 31, 1997
with Report of Independent Auditors
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Financial Statements
and Supplemental Schedules
Year ended December 31, 1998 and period ended December 31, 1997
Contents
Report of Independent Auditors................................................1
Audited Financial Statements
Statement of Assets Available for Benefits, with Fund Information.............2
Statement of Changes in Assets Available for Benefits,
with Fund Information.....................................................4
Notes to Financial Statements.................................................6
Supplemental Schedules
Line 27a--Assets Held for Investment Purposes................................12
Line 27d--Reportable Transactions............................................15
<PAGE>
Report of Independent Auditors
The Board of Directors
Commerce Bancorp, Inc.
We have audited the accompanying statement of assets available for benefits of
the Commerce Bancorp, Inc. 401(k) Retirement Plan (the "Plan") as of December
31, 1998 and 1997, and the related statement of changes in assets available for
benefits for the periods presented herein. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 1998 and 1997 and the changes in its assets available for benefits for the
periods presented herein, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1998 and reportable transactions
for the year then ended, are presented for purposes of additional analysis and
are not a required part of the financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The Fund Information in the statement of assets available for
benefits and the statement of changes in assets available for benefits is
presented for purposes of additional analysis rather then to present the net
assets available for benefits and the changes in net assets available for
benefits of each fund. The supplemental schedules and Fund Information have been
subjected to auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
June 28, 1999
1
<PAGE>
<TABLE>
<CAPTION>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Statement of Assets Available for Benefits, with Fund Information
December 31, 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Domestic Domestic Domestic Global Commerce
Stable Value Conservative Moderate Aggressive Aggressive Stock Self-Directed Loan
Fund Fund Fund Fund Fund Account Accounts Fund Total
Assets
Investments at fair value:
Mutual funds $1,684,269 $597,154 $1,999,390 $3,187,009 $1,091,281 $3,140,393 $11,699,496
Bonds 643,091 643,091
Commerce Bancorp, Inc.
common stock $4,517,401 8,918,602 13,436,003
Other common stock 4,130,798 4,130,798
Participant notes
receivable $267,331 267,331
-----------------------------------------------------------------------------------------------------------------
Assets available
for benefits $1,684,269 $597,154 $1,999,390 $3,187,009 $1,091,281 $4,517,401 $16,832,884 $267,331 $30,176,719
=================================================================================================================
</TABLE>
See accompanying notes.
2
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
<TABLE>
<CAPTION>
Statement of Assets Available for Benefits, with Fund Information (continued)
December 31, 1997
Most Moderate Commerce
Stable Value Conservative Growth Growth Aggressive Stock Self-Directed Loan
Fund Fund Fund Fund Fund Fund Accounts Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments at fair value:
Mutual funds $1,842,692 $527,035 $749,477 $1,434,826 $1,163,890 $ 5,717,920
Commerce Bancorp, Inc.
common stock $ 830,578 $457,024 1,287,602
Other common stock 334,243 334,243
Participant notes
receivable $ 72,315 72,315
------------------------------------------------------------------------------------------------------
Total investments 1,842,692 527,035 749,477 1,434,826 1,163,890 830,578 791,267 72,315 7,412,080
Contributions receivable 359 2,687 8,158 17,146 12,399 5,837 1,158 47,744
------------------------------------------------------------------------------------------------------
Assets available for benefits $1,843,051 $529,722 $757,635 $1,451,972 $1,176,289 $836,415 $792,425 $72,315 $7,459,824
======================================================================================================
</TABLE>
See accompanying notes.
3
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
<TABLE>
<CAPTION>
Statement of Changes in Assets Available for Benefits, with Fund Information
Year Ended December 31, 1998
Wheat First Union Provident Mutual
Stable Most Moderate Stable Domestic
Value Conservative Growth Growth Aggressive Value Conservative
Fund Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to assets attributed
Contributions:
Participants $8,251 $44,237 $105,223 $247,152 $219,506 $79,309 $38,216
Transfers in from other plans 7,086 4,561,899
Investment income:
Net realized and unrealized
appreciation
in fair value of investments 25,526 140,360 276,575 211,934 14,442 15,767
Interest and dividends 20,333 14,840 17,640 11,081 5,430 112,085
Deductions from assets attributed to:
Benefits paid to participants (141,645) (218,382) (108,242) (141,692) (142,031) (674,337) (2,282)
-----------------------------------------------------------------------------------------------
Net increase/(decrease) prior
to interfund transfers (105,975) (133,779) 154,981 393,116 294,839 4,093,398 51,701
Interfund transfers (net) (1,737,076) (395,943) (912,616) (1,845,088) (1,471,128) (2,409,129) 545,453
-----------------------------------------------------------------------------------------------
Net increase/(decrease) (1,843,051) (529,722) (757,635) (1,451,972) (1,176,289) 1,684,269 597,154
Assets available for benefits:
Beginning of year 1,843,051 529,722 757,635 1,451,972 1,176,289 0 0
-----------------------------------------------------------------------------------------------
End of year $0 $0 $0 $0 $0 $1,684,269 $597,154
===============================================================================================
Provident Mutual
Domestic Domestic Global Commerce
Moderate Aggressive Aggressive Stock Self-Directed Loan
Fund Fund Fund Account Accounts Fund Total
Additions to assets attributed
Contributions:
Participants $144,192 $343,521 $155,651 $384,090 $ 84,611 $1,853,959
Transfers in from other plans 137,159 12,470,997 $153,340 17,330,481
Investment income:
Net realized and unrealized
appreciation
in fair value of 163,090 292,512 109,839 787,910 2,711,691 4,749,646
Interest and dividends 25,833 71,364 14,299 292,905
Deductions from assets attributed to:
Benefits paid to participants (1,213) (1,640) (69) (70,071) (8,492) (1,510,096)
----------------------------------------------------------------------------------------------
Net increase/(decrease) prior
to interfund transfers 306,069 634,393 265,421 1,264,921 15,330,171 167,639 22,716,895
Interfund transfers (net) 1,693,321 2,552,616 825,860 2,416,065 710,288 27,377 0
----------------------------------------------------------------------------------------------
Net increase/(decrease) 1,999,390 3,187,009 1,091,281 3,680,986 16,040,459 195,016 22,716,895
Assets available for benefits:
Beginning of year 0 0 0 836,415 792,425 72,315 7,459,824
----------------------------------------------------------------------------------------------
End of year $1,999,390 $3,187,009 $1,091,281 $4,517,401 $16,832,884 $267,331 $30,176,719
==============================================================================================
</TABLE>
See accompanying notes.
4
<PAGE>
<TABLE>
<CAPTION>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Statement of Changes in Assets Available for Benefits, with Fund Information (continued)
Period from April 1, 1997 to December 31, 1997
Most Moderate Commerce Self-
Stable Value Conservative Growth Growth Aggressive Stock Directed Loan
Fund Fund Fund Fund Fund Fund Accounts Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to assets attributed to:
Contributions:
Participants $7,022 $63,547 $170,830 $356,977 $288,195 $144,389 $32,959 $1,063,919
Transfers in from
other plans 6,236,242 $ 74,446 6,310,688
Investment income:
Net realized and unrealized
appreciation (depreciation)
in fair value of
investments (894) (16,792) (37,947) (54,045) 200,022 102,811 193,155
Interest and dividends 64,610 3,675 7,993 17,834 15,612 1,706 1,747 955 114,132
Deductions from assets attributed to:
Benefits paid to
participants (142,916) (5,639) (22,538) (22,418) (17,158) (11,401) (222,070)
Net increase prior to interfund
transfers 6,164,958 60,689 139,493 314,446 232,604 334,716 137,517 75,401 7,459,824
Interfund transfers (net) (4,321,907) 469,033 618,142 1,137,526 943,685 501,699 654,908 (3,086)
Net increase 1,843,051 529,722 757,635 1,451,972 1,176,289 836,415 792,425 72,315 7,459,824
Assets available for benefits:
Beginning of period
End of period $1,843,051 $529,722 $757,635 $1,451,972 $1,176,289 $836,415 $792,425 $72,315 $7,459,824
</TABLE>
See accompanying notes.
5
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Notes to Financial Statements
December 31, 1998
1. Description of Plan and Summary of Significant Accounting Policies
The following description of the Commerce Bancorp, Inc. 401(k) Retirement Plan
(the "Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
General
The Plan, established April 1, 1997, is a defined contribution plan covering all
eligible employees of Commerce Bancorp, Inc. (the "Company") who have at least
one year of service and are age twenty-one or older. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The
plan received a favorable determination from the Internal Revenue Service dated
October 17, 1998.
Participants of two other employee benefit plans became eligible to participate
in the Plan during 1998 as a result of the acquisitions by the Company of A.H.
Williams & Co., Inc., and J.A. Montgomery, Inc. The net assets of the following
plans were transferred into the plan during 1998:
Profit Sharing Plan of A.H. Williams & Co., Inc. $ 13.3 million
J.A. Montgomery, Inc. 401(k) Profit Sharing Plan 3.2 million
Contributions
Each year, participants may contribute up to 15% of pretax annual compensation
(maximum $10,000 for 1998), as defined in the Plan. Participants may also
contribute amounts representing distributions from other qualified retirement
plans. The Company may, but is not obligated to, contribute a matching
contribution for the plan year as determined by the board of directors. The
Company has not contributed to the Plan since its inception.
6
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Notes to Financial Statements (continued)
1. Description of Plan and Summary of Significant Accounting Policies(continued)
Participant Accounts
Each participant's account is credited with the participant's contributions and
Plan earnings and is charged with an allocation of administrative expenses if
any costs are paid by the Plan. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
Vesting
Participants are immediately vested in their contributions and all investment
earnings thereon that have been allocated to their accounts.
Participants vest in the Company matching contributions (if any) based on the
following:
Participant's Years of Service Vested Percentage
Less than 3 None
3 but fewer than 4 20%
4 but fewer than 5 40
5 but fewer than 6 60
6 but fewer than 7 80
7 years or more 100%
Loans
Participants may borrow funds from the Plan subject to requirements of the Plan.
The loans are secured by the balance in the participant's account and bear
interest at a rate commensurate with local prevailing rates as determined by the
Plan administrator.
Principal and interest is paid ratably through payroll deductions.
Payment of Benefits
Benefits are payable upon retirement, death, disability, or termination of
employment. Benefits are distributed to the participant or beneficiary in a
lump-sum payment as provided in the provisions of the Plan. Included in assets
available for benefits at December 31, 1998 and 1997 is $268,000 and $42,000,
respectively, which represents amounts due to participants who have requested
withdrawals.
7
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Notes to Financial Statements (continued)
1. Description of Plan and Summary of Significant Accounting Policies(continued)
Investment Options
Vernon W. Hill, II, President of the Company, and C. Edward Jordan, Jr.,
Executive Vice President of the Company, serve as trustees for the Plan.
Participants may direct employer and employee contributions in any of six
investment fund options offered by the Plan or they may elect to open accounts
that allow participant-directed investments. The available fund options are as
follows:
A. Stable Value Fund invests substantially all of its assets in investment
grade bonds, including corporate, mortgage, and asset-backed bonds;
B. Domestic Conservative Fund invests approximately 45% of its assets in
Provident Mutual's All Pro Diversified Bond Fund, 30% in Provident Mutual's
All Pro Value Equity Fund, and 25% in Provident Mutual's Money Market Fund;
C. Domestic Moderate Fund invests approximately 40% of its assets in Provident
Mutual's All Pro Diversified Bond Fund, 25% in Provident Mutual's All Pro
Diversified Equity Fund, 15% in Provident Mutual's All Pro Equity Growth
Fund, 15% in Provident Mutual's All Pro Value Equity Fund, and 5% in
Provident Mutual's Money Market Fund;
D. Domestic Aggressive Fund invests approximately 35% of its assets in
Provident Mutual's All Pro Diversified Equity Fund, 25% in Provident
Mutual's All Pro Diversified Bond Fund, 20% in Provident Mutual's All Pro
Equity Growth Fund, and 20% in Provident Mutual's All Pro Value Equity
Fund;
E. Global Aggressive Fund invests approximately 30% of its assets in Provident
Mutual's All Pro Diversified Equity Fund, 25% in Provident Mutual's All Pro
Diversified Bond Fund, 15% in Provident Mutual's International Value Fund,
15% in Provident Mutual's All Pro Equity Growth Fund, and 15% in Provident
Mutual's All Pro Value Equity Fund;
F. Commerce Stock Fund invests in common stock of Commerce Bancorp, Inc.
8
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Notes to Financial Statements (continued)
1. Description of Plan and Summary of Significant Accounting Policies(continued)
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in any previously unvested Company
contributions.
Administrative Costs
Administrative costs of the Plan are paid by the Company, unless the Company
elects to have such costs paid by the Plan.
Investment Valuation
The Plan's investments are stated at fair value which is based on net asset
value of shares at the end of the period for mutual funds and the last available
quoted market price for shares of common stock. The participant notes receivable
are valued at their outstanding balances, which approximate fair value.
Purchases and sales of securities are recorded on a trade-date basis. The cost
of investments sold is determined on an average historical cost basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
9
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Notes to Financial Statements (continued)
2. Investments
The Plan's investments are held by Provident Mutual Life Insurance Company, with
the exception of the Commerce Stock Fund and the Self-Directed Accounts, which
are held by Janney Montgomery Scott. During the year ended December 31, 1998 and
the period ended December 31, 1997, the Plan's investments at period end
appreciated in fair value as follows:
Net Appreciation
Fair Value at In Fair Value During
December 31, 1998 the Year
-------------------------------------------------------------------------
*Stable Value Fund $ 1,684,269 $ 14,442
Domestic Conservative Fund 597,154 15,767
*Domestic Moderate Fund 1,999,390 163,090
*Domestic Aggressive Fund 3,187,009 292,512
Global Aggressive Fund 1,091,281 109,839
*Commerce Stock Fund 4,517,401 787,910
*Self-Directed Accounts 16,832,884 2,711,691
Loan Fund 267,331 --
----------- -----------
$30,176,719 $ 4,095,251
=========== ===========
Net Appreciation
(Depreciation)
Fair Value at In Fair Value During
December 31, 1997 the Period
-------------------------------------------------------------------------
*Stable Value Fund $1,842,692 $ --
*Most Conservative Fund 527,035 (894)
*Moderate Growth Fund 749,477 (16,792)
*Growth Fund 1,434,826 (37,947)
*Aggressive Fund 1,163,890 (54,045)
*Commerce Stock Fund 830,578 200,022
*Self-Directed Accounts 791,267 102,811
Loan Fund 72,315 --
---------- ----------
$7,412,080 $ 193,155
========== ==========
* Indicates an investment which represents 5% or more of the fair value of
assets available for benefits at period end.
10
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Notes to Financial Statements (continued)
3. Subsequent Events
On January 15, 1999 Commerce Bancorp, Inc. acquired Community First Banking
Company whose employees became eligible to participate in the Plan on that date.
In addition, on January 15, 1999 Commerce Bancorp, Inc. acquired Prestige
Financial Corp. whose employees became eligible to participate in the Plan on
that date. In conjunction with these acquisitions approximately $2.7 million in
assets were merged into the Plan.
4. Year 2000
The Company relies on third-party service providers with respect to the
operation of its Plan. In response to the Year 2000 issue, management has
initiated formal communication with its significant service providers with
respect to their state of readiness for the year 2000. The Company does not
expect that the assets available for benefits of the Plan will be significantly
affected by the costs of converting systems, as all costs will be incurred by
third-party service providers and not passed on to the Plan.
11
<PAGE>
Supplemental Schedules
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Line 27a--Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Identity of Issue Shares or Units Average Cost Fair Value
<S> <C> <C> <C>
Stable Value Fund* 1,600,944 $1,669,827 $1,684,269
Domestic Conservative Fund* 45,616 581,387 597,154
Domestic Moderate Fund* 135,735 1,836,300 1,999,390
Domestic Aggressive Fund* 211,215 2,984,497 3,187,009
Global Aggressive Fund* 72,495 981,442 1,091,281
Commerce Stock Fund*+ 86,044 3,529,469 4,517,401
JMS Money Market Fund 2,569,459 2,569,549 2,569,459
Commerce Bancorp, Inc.*+ ^ 169,878 6,447,312 8,918,602
Walt Disney Company ^ 900 30,627 27,000
First Union Corporation ^ 162 9,558 9,852
Microsoft Corporation ^ 8,100 885,938 1,123,369
Montgomery County IDA Bond 160,000 160,000 161,346
U. S. Treasury Strips ^ 479,000 342,043 376,545
Thistle Group Holdings 11,350 105,797 109,244
Oracle Corp. ^ 450 10,832 19,406
Oxford Health Plans, Inc. ^ 250 3,828 3,719
Minnesota Power, Inc. 450 19,625 19,800
Newell Company 200 8,800 8,250
Pepsico Incorporated 200 7,963 8,175
Seacoast Financial Services 1,000 10,000 10,250
MFS Fund Class B 3,767 49,988 49,913
Massachusetts Investors Growth Class B 19,811 298,383 300,337
Premier Laser Systems 5,000 11,188 9,531
Compaq Computer Corp. ^ 800 24,678 33,600
E*Trade Group, Inc. 100 4,900 4,680
Intel Corp. 250 19,801 29,641
Home Depot, Inc. 450 14,913 27,504
Johnson & Johnson 156 10,092 13,083
Lucent Technologies ^ 2,771 239,408 304,637
Merck & Co. 102 9,879 15,111
Vlasic Foods ^ 15 308 357
Van Kampen Equity Opportunity 11,514 120,004 126,309
ADC Telecomm, Inc. 50 1,695 1,738
Citigroup, Inc. 452 23,150 22,459
Invacare Corp. 100 2,361 2,400
MBNA Corp. 150 2,680 3,722
12
<PAGE>
Sunbeam Corp. ^ 125 1,258 859
AT& T Corp. ^ 850 53,376 64,388
Acclaim Entertainment ^ 500 2,813 6,125
Arcadia Financial ^ 250 1,734 906
Cendant Corp. ^ 1,425 27,788 27,520
Closure Medical Corp. ^ 250 6,125 7,453
Conseco, Inc. ^ 1,400 63,515 42,700
Espirito Santo Financial ^ 800 17,089 15,650
Hearx Ltd. ^ 1,000 1,563 563
Hilton Hotels Corp. ^ 700 12,374 13,388
LSI Logic Corp. ^ 800 15,600 12,900
Meritor Savings Bank ^ 1,000 3,190 2,656
Motorola Inc. ^ 500 24,465 30,531
National Media Corp. ^ 500 688 5,344
PetSmart, Inc. ^ 500 5,015 5,500
Scientific Atlanta, Inc. ^ 1,000 26,810 22,813
Strategic Solutions Group ^ 500 156 25
Boeing Co. 400 18,975 13,050
Cisco Systems, Inc. ^ 6,337 239,550 588,153
Hubco, Inc. 550 19,353 16,569
Summit Bancorp 450 19,827 19,659
TelSave.com Inc. 1,300 19,748 21,775
First Keystone Financial 100 1,808 1,450
Harrah's Entertainment ^ 500 11,750 7,844
Indymac Mortgage Holdings ^ 400 9,300 4,225
Mills Corp. ^ 400 9,824 7,950
Rhone Poulenc ^ 500 28,250 25,125
Safeguard Scientifics Inc. 500 9,781 13,719
Systems & Computers Tech. 1,000 9,000 13,750
Agouron Pharmaceuticals 300 14,768 17,625
DaimlerChrysler 200 19,386 19,213
Universal Display Corp. 1,000 4,349 3,938
Darden Restaurants, Inc. ^ 1,018 16,858 18,324
Heilig Meyers, Corp. ^ 1,015 12,751 6,788
IBM ^ 36 4,203 6,638
Medaphis Corp. ^ 500 3,095 1,641
Monsanto Company 200 8,400 9,500
Schlumberger Ltd. ^ 501 33,598 23,234
Dell Computer Corp. ^ 12,000 398,550 878,250
Excite Inc. 1,000 39,954 42,063
Lycos Inc. 1,500 64,148 83,344
America OnLine 600 45,672 93,075
Doubleclick, Inc. 370 18,777 16,465
Charming Shoppes, Inc. ^ 3,000 14,250 12,938
Genesis Health Ventures ^ 2,000 33,440 17,000
Regent Assisted Living ^ 2,000 12,000 10,000
13
<PAGE>
Sovereign Bancorp 2,000 18,211 28,500
Fletcher, NC Revenue Bond 100,000 95,000 105,200
Circus Circus Enterprise Inc. 400 8,586 4,525
Nike Inc. Class B 350 16,158 14,197
RJR Nabisco Holdings 450 16,349 13,359
Selective Insurance Group 500 13,411 10,063
Eaton Vance Income Trust 10,000 100,000 94,375
Loans receivable from participants, with
interest rates ragning from 6.5% to 12.25% 267,331
------------ --------------
$ 24,700,861 $ 30,176,719
============ ==============
</TABLE>
* Indicates an investment which represents 5% or more of the fair value of
assets available for benefits at period end.
+ Represents party-in-interest to the Plan.
^ Indicates an investment by which the reported cost basis above was the
investment's fair market value at the date the investment was transferred
into the Plan.
14
<PAGE>
Commerce Bancorp, Inc.
401(k) Retirement Plan
Line 27d--Reportable Transactions
Period ended December 31, 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Identity of Parties Purchase Selling Cost of Net Gain
Involved Description of Assets Price Price Assets Sold (Loss)
Category I--Individual transactions in excess of 5% of plan assets
Wheat First Union Sold interest in
Stable Value Fund Stable Value Fund $ - $638,637 $638,637 $ -
Wheat First Union Sold interest in
Stable Value Fund Stable Value Fund - 508,415 508,415 -
Wheat First Union Sold interest in
Stable Value Fund Stable Value Fund - 514,863 514,863 -
Commerce Stock Fund* Purchased interest in
Commerce Stock Fund 670,705 - - -
Commerce Stock Fund* Purchased interest in
Commerce Stock Fund 415,769 - - -
Provident Mutual Purchased interest in
Stable Value Fund Stable Value Fund 6,139,137 - - -
Provident Mutual Purchased interest in
Stable Value Fund Stable Value Fund 3,217,088 - - -
Provident Mutual Purchased interest in
Stable Value Fund Stable Value Fund 1,313,804 - - -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 544,576 544,576 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 695,670 695,670 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 698,386 698,386 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 373,926 373,926 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 594,609 594,609 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 1,057,680 1,057,680 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 1,298,774 1,298,774 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 720,488 720,488 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 449,669 449,669 -
Provident Mutual Sold interest in
Stable Value Fund Stable Value Fund - 1,113,681 1,113,681 -
Provident Mutual Purchased interest in
Domestic Conservative Fund Domestic Conservative Fund 373,926 - - -
Provident Mutual Purchased interest in
Domestic Moderate Fund Domestic Moderate Fund 1,057,680 - - -
Provident Mutual Purchased interest in
Domestic Moderate Fund Domestic Moderate Fund 449,669 - - -
Provident Mutual Purchased interest in
Domestic Aggressive Fund Domestic Aggressive Fund 1,298,774 - - -
Provident Mutual Purchased interest in
Domestic Aggressive Fund Domestic Aggressive Fund 1,113,681 - - -
Provident Mutual Purchased interest in
Global Aggressive Fund Global Aggressive Fund 594,609 - - -
<PAGE>
Category III--A series of transactions in a security issue aggregating in excess of 5% of plan assets
Wheat First Union 23 purchase transactions; 38,565 1,829,277 - -
Stable Value Fund 10 sales transactions
Wheat First Union 201 purchase transactions; 131,138 685,942 660,478 25,464
Most Conservative Fund 103 sales transactions
Wheat First Union 253 purchase transactions; 687,351 1,576,569 1,454,919 121,650
Moderate Growth Fund 125 sales transactions
Wheat First Union 241 purchase transactions; 519,624 2,225,797 1,992,027 233,770
Growth Fund 151 sales transactions
Wheat First Union 226 purchase transactions; 468,358 1,858,025 1,686,624 171,401
Aggressive Fund 154 sales transactions
Commerce Stock Fund * 40 purchase transactions; 2,262,012 148,235 105,871 42,364
10 sales transactions
Provident Mutual 41 purchase transactions; 10,805,169 9,262,606 9,262,606 -
Stable Value Fund 47 sales transactions
Provident Mutual 31 purchase transactions; 581,473 189 189 -
Domestic Conservative 2 sales transactions
Fund
Provident Mutual 36 purchase transactions; 1,837,859 1,818 1,818 -
Domestic Moderate Fund 5 sales transactions
Provident Mutual 36 purchase transactions; 2,915,186 20,207 20,207 -
Domestic Aggressive 12 sales transactions
Fund
Provident Mutual 35 purchase transactions; 842,171 2,190 2,190 -
Global Aggressive 3 sales transactions
Fund
</TABLE>
There were no category II or IV transactions during the period.
* Indicates party-in-interest to the plan.
15
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange of 1934, the Registrant has duly caused this Amendment No. 1 to its
Annual Report of Form 10-K for the year ended December 31, 1998 to be signed on
its behalf by the undersigned thereunto duly authorized.
COMMERCE BANCORP, INC.
Date: July 13, 1999 By: /s/ Douglas J. Pauls
-----------------------------
Douglas J. Pauls
Senior Vice President and Controller
Consent of Independent Auditors
We consent to the use of our report dated January 26, 1999, included in the
Annual Report on Form 10-K of Commerce Bancorp, Inc. and Subsidiaries for the
year ended December 31, 1998, with respect to the consolidated financial
statements, and to the use of our report dated June 28, 1999, with respect to
the financial statements and supplemental schedules of the Commerce Bancorp,
Inc. 401(k) Retirement Plan, included in this Form 10-K/A.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
July 13, 1999
