COLLECTIVE BANCORP INC
10-K/A, 1996-10-07
SAVINGS INSTITUTION, FEDERALLY CHARTERED
Previous: EMPIRE STATE MUNICIPAL EXEMPT TRUST GUARANTEED SERIES 38 /NY, 497J, 1996-10-07
Next: PROGENICS PHARMACEUTICALS INC, S-1, 1996-10-07




================================================================================
- --------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          FORM 10-K/A - AMENDMENT NO. 1
(Mark One)
[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 1996

                                       OR

[ ]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________
                                                 
                         Commission File number 0-17515

                            COLLECTIVE BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                        Delaware                       22-2942769
              (State or other jurisdiction of        (IRS Employer
              incorporation or organization)       Identification No.)

                  716 West White Horse Pike
                    Cologne , New Jersey                 08213
           (Address of principal executive offices)    (Zip Code)

        Registrant's telephone number, including area code (609) 625-1110

        Securities Registered Pursuant to Section 12(b) of the Act: None

    Securities Registered Pursuant to Section 12(g) of the Act: Common stock,
                            par value $.01 per share

     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 reports),  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/A or any  amendment to
this Form 10-K/A. [X]

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant was $536,059,755 as of August 31, 1996.

     The number of shares outstanding of common stock, par value $.01 per share,
was 20,421,324 shares as of August 31, 1996.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Proxy Statement dated September 18, 1996 - Parts I, III and IV

     1996 Annual Report to Stockholders  for the fiscal year ended June 30, 1996
- - Parts I, II and IV

- --------------------------------------------------------------------------------
================================================================================

<PAGE>
Page 39 of the Form 10-K of Collective  Bancorp,  Inc. for the fiscal year ended
June 30, 1996 is hereby amended to indicate that Exhibit (3)(ii) is incorporated
by reference to the Form 10-K for the year ended June 30, 1995.
<PAGE>


                                     Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)1. Financial Statements

        The following information is included in Collective's 1996 Annual Report
     to stockholders, portions of which are incorporated herein by reference:

               Statements of Consolidated  Financial  Condition at June 30, 1996
               and 1995

               Statements of  Consolidated  Operations  for the years ended June
               30, 1996, 1995, and 1994

               Statements  of  Consolidated  Stockholders'  Equity for the years
               ended June 30, 1996, 1995, and 1994

               Statements  of  Consolidated  Cash Flows for the years ended June
               30, 1996, 1995, and 1994

               Notes to Consolidated Financial Statements
        
               Independent Auditors' Report

   2. Financial Statement Schedules

               Schedule II - Valuation  and  Qualifying  Accounts  for the years
          ended June 30, 1996, 1995, and 1994

               All other  financial  statement  schedules are omitted because of
          the absence of the conditions under which they are required or because
          the required  information is set forth in the  consolidated  financial
          statements or notes thereto.

   3. Exhibits

    (2)             Agreement and Plan of Merger by and between Collective 
                    Bancorp, Inc., CBAC Corp. and Continental  Bancorporation 
                    dated as of the 21st day of May 1996, which is incorporated
                    herein by reference to Exhibit 7.2 of Schedule 13D as filed 
                    with the Securities and Exchange Commission on June 12,
                    1996.
  
    (3) (i)         Certificate of incorporation, as amended through October 25,
                    1993 - 
   
        (ii)        By-Laws, as amended January 20, 1995 - See Exhibit  (3)(ii) 
                    to Annual Report on Form 10-K for the year ended June 30, 
                    1995, which is incorporated herein by reference.
    
   (10)             Material Contracts

       (iii)(A)(1)  Executive Compensation Program, incorporated by reference to
                    Exhibit 10.1 to the Form S-4 as filed with the Securities
                    and Exchange Commission on June 22, 1988.

       (iii)(A)(2)  Employment  agreement, Thomas H. Hamilton, dated December
                    20, 1993, incorporated by reference to the above-referenced
                    Form 10-K for the year ended June 30, 1994.

       (iii)(A)(3)  Employment  agreement, Thomas H. Hamilton, dated  December  
                    20, 1993, incorporated by reference to the above-referenced
                    Form 10-K for the year ended June 30, 1994.

                                       39



<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

      COLLECTIVE BANCORP, INC.

<TABLE>
<S>                                                                                            <C>  
 
         BERNARD H. BERKMAN
- --------------------------------------
         Bernard H. Berkman                                                                    October 7, 1996
         Executive Vice President & Chief Accounting Officer
</TABLE>




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission