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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Chester Valley Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
166335109
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(CUSIP NUMBER)
C. Edward Jordan, Jr.
Executive Vice President
Commerce Bancorp, Inc.
Commerce Atrium
1701 Route 70 East
Cherry Hill, NJ 08034-5400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With Copies To:
Lawrence R. Wiseman
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, PA 19103
Facsimile: (215) 569-5555
February 23, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box. |_|
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 166335109 SCHEDULE 13D
1. NAME OF REPORTING PERSONS. I.R.S. NUMBERS OF ABOVE PERSONS (ENTITIES
ONLY)
Commerce Bancorp, Inc. 22-2433468
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) | |
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NJ
NUMBER OF 7. SOLE VOTING POWER
SHARES 217,410
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 217,410
PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
217,410
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
Not applicable.
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14. TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
--------------------
This statement relates to the common stock, par value $1.00 per share (the
"CVB Common Stock"), of Chester Valley Bancorp, Inc. (the "CVB"). CVB's
principal executive offices are located at 100 East Lancaster Avenue,
Downingtown, Pennsylvania 19335.
Item 2. Identity and Background.
------------------------
(a) Name: This statement is being filed by Commerce Bancorp, Inc.
("CBH"). The filing of this statement shall not be construed as an admission (i)
that CBH is, for the purpose of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, the beneficial owner of any of the securities
covered by this Schedule, or (ii) that this Schedule is legally required to be
filed by CBH.
(b) Residence or Business Address: The business address of CBH is
Commerce Atrium, 1701Route 70 East, Cherry Hill, New Jersey, 08034-5400
(c) Principal Occupation/Business:
CBH is a multi-bank holding company headquartered in Cherry Hill, New
Jersey which operates five nationally chartered bank subsidiaries: Commerce
Bank, N.A., Cherry Hill, New Jersey ("Commerce NJ"), Commerce Bank/Pennsylvania,
N.A., Devon, Pennsylvania ("Commerce PA"), Commerce Bank/Shore, N.A., Toms
River, New Jersey ("Commerce Shore"), Commerce Bank/Delaware, N.A., Wilmington,
Delaware ("Commerce Delaware"), Commerce Bank/Central, N.A., Flemington, New
Jersey ("Commerce Central") and one state chartered bank subsidiary, Commerce
Bank/North, Ramsey, New Jersey ("Commerce North"). These six bank subsidiaries
have 120 retail branch offices in New Jersey, Pennsylvania and Delaware.
CBH, through its six bank 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 and Commerce PA. CBH operates one nonbank subsidiary, Commerce
Capital Markets, Inc.,Philadelphia, Pennsylvania ("CCMI"), which engages in
certain securities activities permitted to bank holding company subsidiaries
under Section 20 of the Glass-Steagall Act.
In addition, CBH, through Commerce National Insurance Services, Inc., a
non- bank subsidiary of Commerce North ("Commerce National"), operates an
insurance brokerage firm concentrating on commercial property, casualty and
surety as well as personal lines. Commerce National also offers a line of
employee benefit programs including both group as well as individual medical,
life, disability and pension. Commerce National places insurance for clients in
multiple states, primarily Delaware, New Jersey and Pennsylvania.
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Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of CBH's executive officers and
directors and the name, principal business and address of any corporation or
other organization in which such employment is conducted.
(d) Criminal Convictions: During the past five years, neither CBH nor,
to CBH's knowledge, any person named in Schedule I to this Schedule 13D, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Court or Administrative Proceedings: During the past five years,
neither CBH nor, to CBH's knowledge, any person named in Schedule I to this
Schedule 13D, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activity subject to federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: CBH is New Jersey business corporation. All of the
directors and executive officers of CBH named in Schedule I to this Schedule 13D
are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
CBH purchased its shares of CVB Common Stock in a number of
transactions from January 1, 1998 through February 23, 2000 for an aggregate
purchase price of $3,890,805.81. The source of funds was CBH's general working
capital.
Item 4. Purpose of Transaction.
-----------------------
CBH acquired the shares of CVB Common Stock reported hereby as an
investment. CBH intends to review its investment in CVB on a continuing basis
and may, at any time, consistent with CBH's obligations under the federal
securities laws, determine to increase or decrease its ownership of CVB Common
Stock through purchases or sales of CVB Common Stock in the open market or in
privately-negotiated transactions. Such determination will depend on various
factors, including CVB's business prospects, other developments concerning CVB,
general economic conditions, money and stock market conditions, and any other
facts and circumstances which may become known to CBH regarding its investment
in CVB.
Neither CBH nor, to CBH's knowledge, any person named in Schedule I to
this Schedule 13D has at this time have any plans or proposals with respect to
CVB as described in Items 4(a)-(j) of Schedule 13D. CBH retains its right to
modify its plans with respect to the transactions described in this Item 4, to
acquire or dispose of the Company's securities and to formulate plans and
proposals which could result in the occurrence of any such events, subject to
applicable laws and regulations.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) Beneficial Ownership
Items 7, 8, 9, 10, 11, 12 and 13 from page 2 of this statement are
incorporated herein by reference.
CBH is the beneficial owners of an aggregate of 217,410 shares of CVB
Common Stock. Based on CVB's most recent public filings, this represents
beneficial ownership of 5.6% of the CVB's Common Stock. To CBH 's knowledge, no
shares of CVB Common Stock are beneficially owned by any of the persons named in
Schedule I to this Schedule 13D
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(b) Voting and Dispositive Powers
Items 7, 8, 9, 10, 11, 12 and 13 from page 2 of this statement are
incorporated herein by reference.
CBH has the sole power to vote and dispose of 217,410 shares of CVB
Common Stock.
(c) Transactions in Securities of CVB During the Past Sixty Days Other
than as set forth herein, neither CBH, nor, to CBH's knowledge, any person named
in Schedule I to this Schedule 13D have made any purchase or sales of CVB's
securities during the sixty (60) days preceding the date of this Schedule 13D.
(d) Dividends and Proceeds
Not applicable.
(e) Date Reporting Person Ceased to be Beneficial Owner of More than 5%
of the Company's Stock
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer.
------------------------------------------------------------------------
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURES
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After reasonable inquiry and to the best of CBH's knowledge and belief,
CBH certifies that the information set forth in this statement is true, complete
and correct.
COMMERCE BANCORP, INC.
Dated: March 3, 2000
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By: /s/ C. Edward Jordan, Jr.
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Name: C. Edward Jordan, Jr.
Title: Executive Vice President
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Schedule I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF CBH
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NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
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<S> <C>
Vernon W. Hill, II Chairman and President of CBH; Chairman and President of Commerce
NJ; Chairman and President of Commerce PA; Chairman of Commerce
Shore, Commerce Central, Commerce Delaware and Commerce North
C. Edward Jordan, Jr. Executive Vice President and Director of CBH; Executive Vice
President and Director of Commerce NJ; Director of Commerce PA
Joseph E. Buckelew Director of CBH, Commerce NJ, Commerce Shore and Commerce PA;
President of Commerce Shore; Chairman of Commerce National
Peter M. Musumeci, Jr. Executive Vice President and Senior Credit Officer of CBH and
Treasurer and Assistant Secretary of CBH; Executive Vice President
of Commerce NJ; Director of Commerce Shore
Robert D. Falese, Jr. Executive Vice President and Senior Loan Officer of Commerce NJ
Dennis M. DiFlorio Executive Vice President of Commerce NJ; Director of Commerce North
David Wojcik Senior Vice President of CBH
Thomas J. Sukay Senior Vice President of CBH
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All individuals named in the above table are employed by CBH, or an
affiliate of CBH. The address of CBH's principal executive office is Commerce
Atrium, 1701 Route 70 East, Cherry Hill, New Jersey, 08034-5400.
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SCHEDULE I CON'T
NON-EMPLOYEE DIRECTORS OF CBH
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<CAPTION>
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NAME AND ADDRESS OF
PRINCIPAL OCCUPATION CORPORATION OR
NAME OR EMPLOYMENT OTHER ORGANIZATION IN
WHICH EMPLOYED
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<S> <C> <C>
Robert C. Beck Partner of the law firm of Parker,
McCay & Criscuolo. Marlton, New Jersey
David Baird, IV President of Haddonfield Lumber Cherry Hill, New Jersey
Company, Inc.
Jack R Bershad Partner and Chairman Emeritus of the
law firm of Blank Rome Comisky & Philadelphia, Pennsylvania
McCauley LLP
Morton N. Kerr President of Markeim-Chalmers, Inc.,
Realtors Cherry Hill, New Jersey
Steven M. Lewis President of U.S. Restaurants, Inc. Blue Bell, Pennsylvania
AND
President of S. J. Dining, Inc.
Daniel J. Ragone Chairman and President of Ragone,
Raible, Lacatena & Beppel, C.P.A., Haddonfield, New Jersey
and its predecessor firms
William A. Schwartz, Jr. Chairman, President and Chief Executive
Officer of U.S. Vision, Glendora, New Jersey
and its predecessor firms
Joseph T. Tarquini, Jr. President of The Tarquini Organization,
A.I.A. and its predecessor firms Camden, New Jersey
Frank C. Videon, Sr. Owner of Frank C. Videon Funeral Home Broomall, Pennsylvania
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