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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, 1999
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 of (I.R.S. Employee Identification Number)
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: 856-751-9000
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 ____.
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 $923,929,500.(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 30,334,028
------------------------------ --------------------------------------
Title of Class No. of Shares Outstanding as of 3/3/00
---------------
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, 1999 (the "Annual Report"). Part III incorporates certain information by
reference from the Registrant's Proxy Statement for the 2000 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 3, 2000. 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.
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<PAGE>
EXPLANATORY NOTE
This Amendment to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, as filed with the Securities and Exchange Commission on
March 30, 2000, 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 Schedule
Commerce Bancorp, Inc. 401(k) Retirement Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
<PAGE>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 1999 and 1998
Contents
Report of Independent Auditors................................................1
Audited Financial Statements
Statements of Assets Available for Benefits...................................2
Statements of Changes in Assets Available for Benefits........................3
Notes to Financial Statements.................................................4
Supplemental Schedule
Schedule of Assets Held for Investment Purposes at End of Year................9
<PAGE>
Report of Independent Auditors
The Board of Directors
Commerce Bancorp, Inc.
We have audited the accompanying statements of assets available for benefits of
the Commerce Bancorp, Inc. 401(k) Retirement Plan as of December 31, 1999 and
1998, and the related statements of changes in assets available for benefits for
the years then ended. 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 auditing standards generally accepted
in the United States. 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, 1999 and 1998 and the changes in its assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999, is
presented for purposes of additional analysis and is not a required part of the
financial statements but is 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. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
June 19, 2000
1
<PAGE>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Statements of Assets Available for Benefits
December 31
1999 1998
------------------------------
Assets
Investments $39,711,484 $30,176,719
------------------------------
Assets available for benefits $39,711,484 $30,176,719
==============================
See accompanying notes.
2
<PAGE>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Statements of Changes in Assets Available for Benefits
<TABLE>
<CAPTION>
Year ended December 31
1999 1998
---------------------------------
<S> <C> <C>
Additions:
Participant contributions $ 2,581,835 $ 1,853,959
Transfers in from other plans 8,573,482 17,330,481
Investment income:
Net appreciation in fair value of investments 811,311 4,749,646
Interest and dividends 546,312 292,905
---------------------------------
Total additions 12,512,940 24,226,991
Deductions:
Benefits paid to participants (2,960,471) (1,510,096)
Other (17,704) --
---------------------------------
Total deductions (2,978,175) (1,510,096)
---------------------------------
Net increase 9,534,765 22,716,895
Assets available for benefits:
Beginning of year 30,176,719 7,459,824
---------------------------------
End of year $ 39,711,484 $ 30,176,719
=================================
See accompanying notes.
3
</TABLE>
<PAGE>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Notes to Financial Statements
December 31, 1999
1. Description of Plan
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).
Participants of various other employee benefit plans became eligible to
participate in the Plan as a result of the acquisitions by the Company. The net
assets of the other plans were transferred into the Plan during 1999 and 1998,
respectively:
<TABLE>
<CAPTION>
1999 1998
-------------------------------
<S> <C> <C>
401(k) Plan of Prestige Financial Corp. $1.8 million
401(k) Plan of Tinton Falls State Bank .8 million
Profit Sharing Plan of A.H. Williams & Co., Inc. $13.3 million
J.A. Montgomery, Inc. 401(k) Profit Sharing Plan 3.2 million
</TABLE>
Contributions
Each year, participants may contribute up to 15% of pretax annual compensation
as defined in the Plan up to maximum IRS limitations. 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.
Participants may direct employer and employee contributions in any of various
fund options offered by the Plan or they may elect to open accounts that allow
participant-directed investments.
4
<PAGE>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
1. Description of Plan (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:
Vested
Participant's Years of Service 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, 1999 and 1998 is $77,000 and $268,000,
respectively, which represents amounts due to participants who have requested
withdrawals.
5
<PAGE>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
1. Description of Plan (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.
2. Summary of Significant Accounting Policies
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value which is based on net asset
value of shares on the last business day of the plan year 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 accounting principles
generally accepted in the United States 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.
6
<PAGE>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
3. Investments
The Plan's mutual funds are held by Provident Mutual Life Insurance Company. The
Commerce Bancorp, Inc. Common Stock Fund and Self-Directed Accounts are held by
Janney Montgomery Scott. During the years ended December 31, 1999 and 1998, the
Plan's investments appreciated/(depreciated) in fair value as determined by
quoted market prices as follows:
Year ended December 31
1999 1998
--------------------------
Mutual Funds $ 1,074,776 $ 595,650
Commerce Bancorp, Inc. Common Stock Fund (947,490) 787,910
Self-Directed Accounts 684,025 2,711,691
--------------------------
$ 811,311 $ 4,095,251
==========================
Investments that represent 5% or more of the fair value of the Plan's assets are
as follows:
December 31
1999 1998
----------------------------
Commerce Bancorp, Inc. Common Stock $ 15,267,852 $ 13,436,003
Stable Value Fund 2,075,778 1,684,269
Domestic Moderate Fund 2,701,881 1,999,390
Domestic Aggressive Fund 5,111,152 3,187,009
JMS Money Market Fund -- 2,569,459
7
<PAGE>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated October 17, 1998, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the Code) and, therefore, the related trust is
exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain the qualification. The Plan administrator
believes the Plan is being operated in compliance with the applicable
requirements of the Code and, therefore, believes that the Plan is qualified and
the related trust is tax-exempt.
8
<PAGE>
<TABLE>
<CAPTION>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Schedule H, Line 4i -
Schedule of Assets Held for Investment Purposes at End of Year
Description of investment, including
Identity of issue, borrower, maturity date, rate of interest, par or Current
lessor or similar party maturity value value
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Stable Value Fund 1,860,455 units $ 2,075,778
Global Aggressive Fund 104,938 units 1,807,991
Domestic Aggressive Fund 299,943 units 5,111,152
Domestic Moderate Fund 167,985 units 2,701,881
Domestic Conservative Fund 51,629 units 679,063
Acclaim Entertainment 500 shares 2,563
ADC Telecomm, Inc. 50 shares 3,628
Agilent Tech Inc. 100 shares 7,731
Allstate Corp. 300 shares 7,219
Amazon.Com Inc. 2,000 shares 152,250
Amer Home Products Corp. 500 shares 19,625
American General Corp. 200 shares 15,175
America Online 8,232 shares 624,603
American Tower Corp. 100 shares 3,056
Ancor Communications Inc. 1,500 shares 101,813
Arrow Intl Inc. 1,000 shares 29,000
Artesian Res Corp 2,050 shares 64,575
AT&T Corp. 1,775 shares 90,192
Becton, Dickinson & Co. 680 shares 18,318
Best Buy Co. Inc. 100 shares 5,025
Cablevision Sys Corp. Cl A 600 shares 45,300
Carematrix Corp. 2,000 shares 5,000
Cendant Corp. 1,000 shares 26,563
Cell Pathways, Inc. 200 shares 1,850
Charming Shoppes, Inc. 3,000 shares 19,875
Charter Commons Inc. Del Cl A 1,000 shares 21,875
Cisco Systems, Inc. 12,574 shares 1,346,990
Cit Group Inc. Sr. Notes $100,000 principal amount, 7.125%
due October 15, 2004 99,268
Citigroup, Inc. 678 shares 37,756
Clearworks.Net Inc. 1,140 shares 2,672
Closure Medical Corp. 250 shares 3,219
Commerce Bancorp, Inc.* 377,566 shares 15,267,852
Compaq Computer Corp. 1,150 shares 31,122
Conseco, Inc. 900 shares 16,031
9
<PAGE>
<CAPTION>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Schedule H, Line 4i -
Schedule of Assets Held for Investment Purposes at End of Year
(continued)
Description of investment, including
Identity of issue, borrower, maturity date, rate of interest, par or Current
lessor or similar party maturity value value
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Dell Computer Corp. 8,200 shares $ 418,200
Donegal Group Inc. 3,500 shares 22,313
Doubleclick, Inc. 1,510 shares 382,124
E*Trade Group, Inc. 500 shares 13,063
Earthlink Network Inc. 100 shares 4,250
Eaton Vance Income Trust 10,000 shares 93,750
EMC Corp Mass 500 shares 54,625
Esoft Inc. 4,000 shares 116,500
Espirito Santo Financial 800 shares 12,600
Evergreen U.S. Gov't 82 shares 82
Fedl Home Ln Mtg Corp $250,000 principal amount, 6.60%
due December 13, 2001 249,043
Fedl Natl Mtg Assn $250,000 principal amount, 6.50%
due August 15, 2004 246,798
Fedl Natl Mtg Assn $50,000 principal amount, 5.00%
due November 5, 2003 46,939
Federal Home Loan Bank $250,000 principal amount, 7.025%
due May 9, 2005 246,563
First Keystone Financial 100 shares 975
First Tr Unit 342 33,615 units 385,228
Fletcher, NC Revenue Bond $100,000 principal amount, 9.50%
due March 1, 2008 96,228
Foster Wheeler Corp. 500 shares 4,438
Genesis Hlth Ventures Inc. 2,000 shares 4,125
General Electric Co. 800 shares 123,800
General Motors Accpt Corp Note B/E $250,000 principal amount, 6.75%
due February 7, 2002 247,813
General Motors Corp. New Cl H 100 shares 9,600
Hearx Ltd. 100 shares 469
Heilig Meyers, Co. 1,015 shares 2,791
Hilton Hotels Corp. 700 shares 6,694
Home Depot, Inc. 1,672 shares 114,950
Indymac Mortgage Holdings 500 shares 6,375
Intel Corp. 1,600 shares 131,700
Intl Business Mac Corp. 72 shares 7,767
Invacare Corp. 100 shares 2,006
JMS Money Market Fund 1,253,495 shares 1,253,495
10
<PAGE>
<CAPTION>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Schedule H, Line 4i -
Schedule of Assets Held for Investment Purposes at End of Year
(continued)
Description of investment, including
Identity of issue, borrower, maturity date, rate of interest, par or Current
lessor or similar party maturity value value
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Jagnotes.Com Inc. 4,000 shares $ 22,000
Johnson & Johnson 600 shares 55,950
Lucent Technologies 2,785 shares 208,875
Lycos Inc. 3,500 shares 278,469
Massachusetts Investors Growth Class B 25,879 units 497,650
MBNA Corp. 150 shares 4,088
MCI Worldcom Inc. 52 shares 2,759
MMC Networks Inc. 1,000 shares 34,375
Main Street Bancorp Inc. 2,000 shares 19,750
Medtronc Inc. 400 shares 14,575
Merck & Co. 524 shares 35,206
Meritor Savings Bank 1,000 shares 1,250
MFS Fund Class B 4,001 units 48,575
Microsoft Corporation 10,310 shares 1,203,693
Minnesota Power, Inc. 500 shares 8,469
Monsanto Company 450 shares 15,947
NBC Internet Inc. Cl A 50 shares 3,863
Nokia Corp Spons ADR 1,250 shares 238,828
Nrth Fork Bancorp Inc. 500 shares 8,688
Nuveen Eqty Port Peroni 32,090 units 344,647
Oracle Corp. 825 shares 92,452
Oxford Health Plans, Inc. 250 shares 3,172
Park Place Entmnt Corp. 700 shares 8,750
Peerless Sys Corp 500 shares 3,875
Pepsico Incorporated 200 shares 7,050
Per Se Tech Inc. 166 shares 1,395
PetSmart, Inc. 500 shares 2,875
Pfizer Incorporated 450 shares 14,597
Premier Laser Systems 9,000 shares 12,938
Regent Assisted Living 2,000 shares 4,000
Research In Motor Ltd. 1,000 shares 46,188
Rite Aid Corp. 1,500 shares 16,688
Safeco Corp. 400 shares 9,950
Schering-Plough Corp. 700 shares 29,663
Schlumberger Ltd. 501 shares 28,119
Schwab Charles Corp 100 shares 3,825
11
<PAGE>
<CAPTION>
Commerce Bancorp, Inc. 401(k) Retirement Plan
Schedule H, Line 4i -
Schedule of Assets Held for Investment Purposes at End of Year
(continued)
Description of investment, including
Identity of issue, borrower, maturity date, rate of interest, par or Current
lessor or similar party maturity value value
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Scientific Atlanta, Inc. 1,500 shares $ 83,813
Solectron Corp. 13 shares 1,237
Soverign Bancorp 3,000 shares 22,359
Spartech Corp. 500 shares 16,125
Storage Technology 400 shares 7,375
Strategic Solutions Group 500 shares 45
Summit Bancorp 1,300 shares 39,813
Sunbeam Corp. 125 shares 523
Sun Microsystems Inc. 6,000 shares 464,625
Talk.Com Inc. Rts 65 shares --
Thistle Group Holdings 12,475 shares 87,325
Toys "R" Us Inc. 200 shares 2,863
Transocean Sedco Forex F Inc. 501 shares 16,877
U.S. Treasury Strips $110,000 principal amount, due
November 15, 2001 98,141
U.S. Treasury Strips $320,000 principal amount, due
November 15, 2005 218,900
Union Community Bancorp 1,500 shares 16,500
Union Planters Corp 500 shares 19,719
United Parcel Svc Inc. 100 shares 6,900
Viatel Inc. 100 shares 5,363
Video SVCS Corp 1,000 shares 4,500
Vista Bancorp, Inc. 1,000 shares 16,875
Vista Medical Tech Inc. 1,000 shares 625
Wal-Mart Stores Inc. 1,000 shares 69,125
Walt Disney Company 900 shares 26,325
Warner-Lambert Company 300 shares 24,581
Worldgate Commn Inc. 1,200 shares 57,075
Xerox Corp. 250 shares 5,672
Loans receivable from participants Interest rates ranging from 8.75% to
10.15% 313,694
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$39,711,484
===========
<FN>
* Indicates party-in-interest to the Plan.
"Cost" is not required for participant-directed investments.
</FN>
12
</TABLE>
<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. 3 to its
Annual Report of Form 10-K for the year ended December 31, 1999 to be signed on
its behalf by the undersigned thereunto duly authorized.
COMMERCE BANCORP, INC.
Date: June 28, 2000 By: /s/ Douglas J. Pauls
-----------------------------
Douglas J. Pauls
Senior Vice President and Controller
