COLLECTIVE BANCORP INC
10-Q, 1996-05-15
NATIONAL COMMERCIAL BANKS
Previous: INTERSTATE LAND INVESTORS I LTD PARTNERSHIP, 10-Q, 1996-05-15
Next: TLC BEATRICE INTERNATIONAL HOLDINGS INC, NT 10-Q, 1996-05-15





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

                                    FORM 10-Q
(Mark One)
[ X ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1996

                                       OR

[   ]         TRANSITION 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


     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 [ ]


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                 Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

     Common stock, par value $.01 per share, 20,407,332 shares outstanding as 
of March 31, 1996.

<PAGE>
Part I
Item 1
                                      COLLECTIVE BANCORP, INC. AND SUBSIDIARY

                                  STATEMENTS OF CONSOLIDATED FINANCIAL CONDITION
<TABLE>
<CAPTION>

                                                                             March 31                    June 30
                                                                               1996                       1995
                                                                           --------------             --------------
<S>                                                                         <C>                       <C>
ASSETS                                                                          (Dollar amounts in thousands)
        Cash                                                               $     57,282                 $   66,256
        Federal funds sold                                                        3,680                      3,717
                                                                           --------------             --------------
                    Total cash and cash equivalents                              60,962                     69,973

        Trading securities, at market value                                           -                     13,328
        Loans held for sale, at amortized cost (market
             value of $8,010 and $5,836)                                          8,009                      5,815
        Securities available for sale, at market value                          145,923                    113,635
        Investment securities, at amortized cost (market
             value of $271,093 and $317,221)                                    273,457                    315,879
        Loans receivable, net                                                 2,438,936                  2,373,706
        Mortgage-backed securities, at amortized cost
             (market value of $1,934,300 and $2,027,783)                      2,019,040                  2,100,344
        Real estate acquired in settlement of loans, net                          4,632                      6,476
        Land, office buildings and equipment, net                                39,170                     39,313
        Other assets                                                             43,069                     43,072
        Core deposit premium                                                      8,786                     10,873
        Goodwill                                                                 16,613                     18,103
                                                                           --------------             --------------
                    Total assets                                             $5,058,597                 $5,110,517
                                                                           ==============             ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
        Deposits:
           Demand deposits, non-interest bearing                             $   86,167                 $   76,705
           Demand deposits, interest bearing                                    474,966                    451,350
           Savings and investment accounts                                      834,906                    833,041
           Savings certificates                                               1,747,317                  1,916,727
                                                                           --------------             --------------
                    Total deposits                                            3,143,356                  3,277,823

        Federal Home Loan Bank advances                                               -                    395,000
        Other borrowed funds                                                  1,509,051                  1,052,920
        Payable to brokers for securities purchased                                   -                      7,600
        Advance payments by borrowers for taxes and insurance                    23,693                     29,462
        Other liabilities                                                        26,049                     19,920
                                                                           --------------             --------------
                    Total liabilities                                         4,702,149                  4,782,725
                                                                           --------------             --------------

        Stockholders' equity:
           Common stock,  par value  $.01 per  share;  authorized  -  37,000,000
               shares;  issued - 20,412,332  shares in March 1996 and 20,356,768
               shares in June 1995;  outstanding  -  20,407,332  shares in March
               1996 and 20,356,768 shares in June 1995                              204                        204
           Preferred stock, par value $.01 per share;
               authorized-2,500,000 shares; none outstanding                          -                          -
           Additional paid-in capital                                            59,653                     59,299
           Treasury stock, at cost; 5,000 shares                                   (132)                         -
           ESOP debt                                                             (6,085)                    (6,892)
           Securities valuation                                                   2,154                      2,136
           Retained earnings, substantially restricted                          300,654                    273,045
                                                                           --------------             --------------
                    Total stockholders' equity                                  356,448                    327,792
                                                                           --------------             --------------
                    Total liabilities and stockholders' equity               $5,058,597                 $5,110,517
                                                                           ==============             ==============
</TABLE>
                                       2


<PAGE>

                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                      STATEMENTS OF CONSOLIDATED OPERATIONS
<TABLE>
<CAPTION>
                                                                   Three Months Ended                     Nine Months Ended
                                                                        March 31                               March 31
                                                                 1996             1995                  1996            1995
                                                             --------------   --------------        --------------  --------------
<S>                                                          <C>              <C>                   <C>             <C>
                                                                     (Dollar amounts in thousands except per share data)
INTEREST AND DIVIDEND INCOME:
      Interest on mortgage loans                                  $43,738          $37,486              $130,404        $105,095
      Interest on other loans                                       3,812            4,925                12,140          13,782
      Interest on mortgage-backed securities                       34,841           36,705               106,171         110,867
      Interest and dividends on investments                         6,056            6,744                17,558          17,914
                                                             --------------   --------------        --------------  --------------
             Total interest and dividend income                    88,447           85,860               266,273         247,658
                                                             --------------   --------------        --------------  --------------

INTEREST EXPENSE:
      Interest on deposits                                         32,103           29,706                99,131          83,014
      Interest on Federal Home Loan Bank
          advances and other borrowed funds                        20,127           22,990                62,699          57,542
                                                             --------------   --------------        --------------  --------------
             Total interest expense                                52,230           52,696               161,830         140,556
                                                             --------------   --------------        --------------  --------------

      Net interest income before provision for loan losses         36,217           33,164               104,443         107,102
      Provision for loan losses                                       410                -                 1,099             240
                                                             --------------   --------------        --------------  --------------
      Net interest income after provision for loan losses          35,807           33,164               103,344         106,862
                                                             --------------   --------------        --------------  --------------

OTHER INCOME:
      Loan servicing                                                1,239              946                 3,167           2,952
      (Loss) Gain on sale of loans and securities                    (162)             (17)                1,032            (308)
      Financial service fees and other income                       2,453            2,211                 7,390           6,331
                                                             --------------   --------------        --------------  --------------
             Total other income                                     3,530            3,140                11,589           8,975
                                                             --------------   --------------        --------------  --------------
      Total income before other expense                            39,337           36,304               114,933         115,837
                                                             --------------   --------------        --------------  --------------

OTHER EXPENSE:
      Compensation and employee benefits                            7,463            7,081                21,377          20,369
      Occupancy expense                                             2,806            2,525                 8,036           7,440
      Advertising                                                     380              221                   915             878
      Deposit insurance                                             1,521            1,731                 4,572           5,021
      Computer services                                             1,113            1,148                 3,667           3,323
      Loan expense                                                    732              563                 2,347           1,861
      Real estate operations                                          326              (79)                  495            (739)
      Amortization of intangibles                                   1,178            1,005                 3,578           3,063
      Other expenses                                                2,787            2,610                 7,890           7,572
                                                             --------------   --------------        --------------  --------------
             Total other expense                                   18,306           16,805                52,877          48,788
                                                             --------------   --------------        --------------  --------------

INCOME BEFORE INCOME TAXES                                         21,031           19,499                62,056          67,049
INCOME TAXES                                                        7,508            6,549                22,215          23,132
                                                             --------------   --------------        --------------  --------------
NET INCOME                                                        $13,523          $12,950               $39,841         $43,917
                                                             ==============   ==============        ==============  ==============

PER SHARE DATA:
      Primary and fully diluted net income per share                $0.66            $0.63                 $1.95           $2.14
      Dividends per common share                                    $0.20            $0.15                 $0.60           $0.45
      Average primary shares outstanding                       20,457,753       20,563,121            20,446,517      20,567,836
      Average fully diluted shares outstanding                 20,457,780       20,563,121            20,448,803      20,567,836

</TABLE>
                                       3

<PAGE>

                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                 STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                  Additonal
                                        Common      Paid-In    Treasury         ESOP   Securities     Retained
                                         Stock      Capital       Stock         Debt    Valuation     Earnings        Total
                                    ----------------------------------------------------------------------------------------
<S>                                 <C>          <C>         <C>           <C>         <C>           <C>         <C>
                                                      (Dollar amounts in thousands except per share data)
BALANCE JUNE 30, 1994                    $203      $58,618           -      $(7,800)           -     $228,707     $279,728

  Net income for the year                                                                              57,542       57,542
  Stock options exercised                   1          681                                                             682
  Dividends on common
    stock - $.65 per share                                                                            (13,204)     (13,204)
  ESOP debt repayment                                                           908                                    908
  Securities valuation                                                                    $2,136                     2,136
                                    ----------------------------------------------------------------------------------------

BALANCE JUNE 30, 1995                     204       59,299           -       (6,892)       2,136      273,045      327,792

  Net income fiscal year to date                                                                       39,841       39,841
  Stock options exercised                              354                                                             354
  Dividends on common
    stock - $.60 per share                                                                            (12,232)     (12,232)
  Purchase of treasury shares                                    $(132)                                               (132)
  ESOP debt repayment                                                           807                                    807
  Securities valuation                                                                        18                        18
                                    ----------------------------------------------------------------------------------------

BALANCE MARCH 31, 1996                   $204      $59,653       $(132)     $(6,085)      $2,154     $300,654     $356,448
                                    ========================================================================================
</TABLE>
                                       4

<PAGE>
                                 COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                                  STATEMENTS OF CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>
                                                                                 Nine Months Ended
                                                                                      March 31
                                                                          ---------------------------------
                                                                               1996              1995
                                                                          ---------------   ---------------
<S>                                                                        <C>              <C>
                                                                            (Dollar amounts in thousands)
OPERATING ACTIVITIES:
Interest received                                                           $   262,163       $   236,219
Interest paid                                                                  (159,794)         (140,175)
Operating expenses                                                              (52,273)          (49,352)
Sale of trading securities                                                       13,328                 -
Loan fees                                                                         3,721             6,562
Other income received                                                            11,791             8,974
Income taxes paid                                                               (16,075)          (14,293)
                                                                          ---------------   ---------------

Net cash provided by operating activities                                        62,861            47,935
                                                                          ---------------   ---------------

INVESTING ACTIVITIES:
Loan originations                                                              (412,467)         (526,283)
Purchases of loans                                                              (17,224)          (86,748)
Purchases of mortgage-backed securities                                         (14,042)         (128,306)
Repayment of loan principal                                                     269,403           217,654
Repayment of mortgage-backed security principal                                  99,181           135,937
Sale of loans receivable                                                         98,367            25,923
Purchases of investment securities                                             (294,630)         (120,648)
Sale of investment securities available for sale                                       -           18,961
Purchases of mortgage-backed securities available for sale                      (90,854)          (16,339)
Sale of mortgage-backed securities available for sale                            55,157           108,305
Repayment of principal on mortgage-backed securities available for sale          13,020            17,966
Maturities of investment securities                                             318,960             7,502
Net decrease in real estate owned                                                 1,844             1,578
Net change in loans maturing in three months or less                             (6,500)                -
Other investing, net                                                              1,846            (3,951)
                                                                          ---------------   ---------------

Net cash provided by (used for) investing activities                             22,061          (348,449)
                                                                          ---------------   ---------------

FINANCING ACTIVITIES:
Net change in deposits                                                         (134,467)           83,345
Net change in Federal Home Loan Bank advances                                 (395,000)          (103,000)
Net change in other borrowed funds                                               456,131          332,234
Net decrease in advance payments by borrowers
   for taxes and insurance                                                       (5,769)          (11,848)
Dividends paid                                                                  (12,222)           (9,122)
Other financing, net                                                             (2,606)              427
                                                                          ---------------   ---------------
Net cash (used for) provided by financing activities                            (93,933)          292,036
                                                                          ---------------   ---------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                        (9,011)           (8,478)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   69,973            70,950
                                                                          ---------------   ---------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                     $   60,962        $   62,472
                                                                          ===============   ===============

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED
BY OPERATING ACTIVITIES:
Net income                                                                   $   39,841        $   43,917
Net change in trading securities                                                 13,328
                                                                                                        -
Amortization and accretion of deferred charges and credits, net                  (2,166)           (2,395)
Amortization of intangibles                                                       3,578             3,063
Accrued income and expense                                                       14,067             8,408
Deferred income and expense                                                     (11,347)           (9,137)
Provision for loan and real estate owned losses                                   1,239               345
Depreciation and amortization                                                     3,514             3,095
ESOP debt repayment                                                                 807               639
                                                                          ---------------   ---------------

Net cash provided by operations                                              $   62,861        $   47,935
                                                                          ===============   ===============
</TABLE>
                                       5

<PAGE>

                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   The  unaudited  interim  consolidated  financial  statements  of Collective
     Bancorp, Inc. and subsidiary  ("Collective") included herein should be read
     in  conjunction  with the audited  financial  statements for the year ended
     June 30, 1995 included in Collective's  1995 Annual Report and incorporated
     by  reference  in the Form  10-K  for  that  year.  The  unaudited  interim
     financial  statements  reflect all adjustments which are, in the opinion of
     management,  necessary  for a fair  presentation  of the  results  for  the
     periods  presented.  Such  adjustments  consist  only of  normal  recurring
     accruals.  The results of operations for the three and  nine-month  periods
     ended March 31, 1996 are not  necessarily  indicative  of the results to be
     expected for the fiscal year ending June 30, 1996.

2.   Legislation  pending  in  Congress  would  impose  a  one-time  assessment,
     currently  estimated  at between 75 and 85 basis  points,  on the amount of
     deposits held as of March 31, 1995 by Savings  Association  Insurance  Fund
     ("SAIF")-member  institutions,  including  Collective  Bank, a wholly-owned
     subsidiary of Collective, to recapitalize the SAIF to the required level of
     1.25% of insured deposits.  If the assessment is made at the 85 basis point
     proposed rate,  the effect on Collective  Bank would be a pre-tax charge of
     approximately $22 million, or $14 million after tax (36% assumed tax rate).

     Certain proposed  legislation also would require the recapitalized  SAIF to
     be merged with the Bank Insurance Fund into a new Deposit Insurance Fund no
     later than January 1, 1998, provided the thrift charter has been eliminated
     by that date. The elimination of the thrift charter,  by requiring thrifts,
     including  Collective Bank, to convert to state or national commercial bank
     charters,  would be effected via separate legislation enacted by the end of
     calendar 1997.

     The proposed  legislation  would repeal Section 593 of the Internal Revenue
     Code for taxable  years  beginning  after  December 31,  1995.  Section 593
     allows certain thrift  institutions,  including  Collective  Bank, to use a
     percentage-of-taxable  income bad debt accounting method, if more favorable
     than the specific charge-off method, for Federal income tax purposes. Since
     1993,  Collective has used the  percentage-of-taxable  income method in its
     income tax returns.  Therefore,  elimination  of the  availability  of such
     method  could cause  Collective's  effective  income tax rate to  increase,
     thereby negatively impacting net income.

     Management cannot predict whether such proposals,  or similar  legislation,
     will be  enacted,  or if  enacted,  the  ultimate  effect  on  Collective's
     financial condition or results of operations, except as indicated above.

                                        6
<PAGE>
Item 2
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                                       OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Financial Institution Legislation and Regulation

Collective's  primary  subsidiary,  Collective Bank (the "Bank"),  is subject to
extensive  regulation,  supervision  and  examination  by the  Office  of Thrift
Supervision  ("OTS"), as its chartering authority and primary federal regulator,
and by the Federal Deposit  Insurance  Corporation  ("FDIC"),  which insures its
deposits up to applicable  limits.  Such regulation and supervision  establish a
comprehensive framework of activities in which an institution can engage and are
intended primarily for the protection of the insurance fund and depositors.  The
regulatory structure also gives the regulatory  authorities extensive discretion
in connection with their supervisory and enforcement  activities.  Any change in
such regulation, whether by the OTS, FDIC or the Congress, could have a material
impact on the Bank and its operations.  See Note 2 to the consolidated financial
statements.

Assets

Total assets  decreased $52 million during the nine months ended March 31, 1996.
The decline,  primarily in  interest-earning  assets,  resulted from accelerated
repayments of certain investment  securities,  and repayments of mortgage-backed
securities,  partially offset by growth in loans  receivable.  The net repayment
proceeds were used to pay maturing certificates of deposit.

Cash and cash equivalents  decreased $9 million from the amount held on June 30,
1995  because  cash used in  financing  activities  exceeded  cash  provided  by
operating and investing activities.

Trading  securities  decreased $13 million  during the nine months ended March 
31, 1996 as the fiscal 1995 year-end inventory was sold.

The  increase  in  securities  available  for sale  consisted  of $11 million in
Federal National Mortgage  Association  ("FNMA") preferred stock and $21 million
in mortgage-backed  securities.  The newly-acquired  mortgage-backed  securities
were  classified  as  available  for  sale  for  interest-rate  risk  management
purposes.

Investment  securities  decreased  $42 million  from the amount held on June 30,
1995. The decrease  resulted  primarily  from  maturities and repayments of U.S.
agency securities,  partially offset by an increased  investment in Federal Home
Loan Bank  ("FHLB")  stock  required  because of increased  borrowings  (reverse
repurchase  agreements)  from the FHLB. Many of the U.S. agency  securities were
redeemed as the  issuing  agencies  exercised  call  options  during the current
period.  Loans  receivable,  net increased $65 million as loan  originations and
purchases exceeded loan repayments.  The decrease in mortgage-backed  securities
of $81  million was  comprised  of  principal  repayments  of $99  million  less
purchases  of $14 million and  discount  accretion  of $4 million.  The decrease
occurred as Collective  continued its strategy of relying more on loans and less
on collateralized mortgage obligations ("CMO's") as investment vehicles.

Collective  has the  positive  intent  and  ability to hold its  investment  and
mortgage-backed securities portfolios to maturity under all foreseeable economic
conditions.  Therefore,  it is not  expected  that any gains or  losses  will be
realized from sales of securities from Collective's held-to-maturity portfolios.
In recent years, since authoritative  guidance and/or accounting  standards have
been developed for the definitive  classification of securities,  Collective has
not sold securities from its held-to-maturity portfolios.  Collective has always
been able to satisfy its liquidity  needs from the cash flows from operating and
financing  activities,  and there is no present  indication that Collective will
not be able to do so in the future.  Unrealized  gains or losses in Collective's
held-to-maturity   securities   portfolios  are  primarily  a  function  of  the
interest-rate  environment at any given point in time and,  therefore,  are only
temporary in nature. If presently  unforeseen  economic conditions should result
in the sale of those  securities at some future date,  any realized gain or loss
will be determined by their market value when sold.

                                       7
<PAGE>

Liabilities

Deposits decreased $134 million during the nine months ended March 31, 1996. The
decrease was comprised of a decrease in certificates of deposit ("CD's") of $169
million,  offset  in part by  increases  in  demand  deposits  and  savings  and
investment accounts of $33 million and $2 million, respectively.

During the nine months ended March 31, 1996,  Collective continued its effort to
retain maturing deposits through the use of special products,  such as 8, 9, 12,
18 and 24-month CD's at attractive rates. During that period,  deposits in those
categories increased by $161 million. Offsetting those increases were reductions
in other  retail  CD's of $213  million as  customers  transferred  funds to the
special  product  offerings or withdrew  funds.  During the  nine-month  period,
Collective  sustained  a $117  million  reduction  in CD's in excess of $100,000
("jumbo  CD's")  because of  maturities  near the end of December 1995 and March
1996. Collective had offered attractive rates on jumbo CD's during those six and
nine-month  periods as a less  expensive  source of funds compared to short-term
borrowings.

Total  borrowings  increased $61 million  during the nine months ended March 31,
1996 as Collective sought  alternative  sources of funding to offset the deposit
outflows.  FHLB  advances  decreased  $395  million  and  other  borrowed  funds
increased  $456 million  during the period.  The shift in the source of borrowed
funds occurred because reverse  repurchase  agreements  became a more attractive
borrowing  vehicle  to  Collective  than  FHLB  advances.  Advance  payments  by
borrowers  for taxes and insurance  decreased $6 million  during the nine months
ended March 31, 1996  primarily  from  annual tax  payments in December  1995 on
certain  out-of-state  mortgage loans.  The increase in other  liabilities of $6
million  from June 30,  1995 to March 31,  1996 is  attributable  to  additional
accrued  interest on borrowings  and an increase in accrued and deferred  income
taxes.

Stockholders' Equity

Retained earnings  increased $28 million during the period primarily as a result
of net earnings of $40 million, less dividends on common stock of $12 million.

Liquidity and Capital Resources

The Bank is required by  regulation  to maintain  certain  levels of  liquidity.
Regulations  currently in effect  require the Bank to maintain  liquid assets of
not less than 5% of its net withdrawable deposits and short-term borrowings,  of
which at least 1% must be short-term  liquid assets.  Throughout the nine months
ended March 31, 1996,  the Bank was in compliance  with that  regulation  and at
that date had an  overall  liquidity  ratio of 6.97% and a  short-term  ratio of
4.19%.

                                       8
<PAGE>

At March 31, 1996,  capital  resources were sufficient to meet  outstanding loan
origination  commitments  of $124  million and  commitments  on unused  lines of
credit of $102 million.  Loans  originated  or purchased  during the nine months
ended  March 31,  1996 were funded  from  normal  sources  including  investment
security  maturities,  amortization  of the  existing  loan and  mortgage-backed
securities  portfolios,   and  borrowings.   The  Bank  is  subject  to  capital
requirements  mandated  by  the  Financial  Institutions  Reform,  Recovery  and
Enforcement Act ("FIRREA"). Under FIRREA, thrift institutions must have tangible
capital equal to 1.5% of tangible  assets,  core capital equal to 3% of adjusted
tangible assets and risk-based  capital equal to 8% of risk-weighted  assets. At
March 31,  1996,  the Bank  exceeded  those  requirements  as  follows: 

<TABLE>
<CAPTION>

                                    (In Thousands)                     Percent
<S>                                    <C>                               <C>
         Tangible Capital:
                  Actual               $   336,368                       6.68%
                  Required                  75,495                       1.50%
                                       -----------                      ------
                  Excess               $   260,873                       5.18%
                                       -----------                      ------

         Core Capital:
                  Actual               $   336,368                       6.68%
                  Required                 150,990                       3.00%
                                       -----------                      ------
                  Excess               $   185,378                       3.68%
                                       -----------                      ------

         Risk-based Capital:
                  Actual               $   342,766                      17.83%
                  Required                 153,822                       8.00%
                                       -----------                     -------
                  Excess               $   188,944                       9.83%
                                       -----------                     -------

</TABLE>

Three Months Ended March 31, 1996
Compared to Three Months Ended March 31, 1995

Net income for the three months ended March 31, 1996 increased $573,000 compared
to net income for the three  months  ended March 31,  1995.  The increase in net
income was comprised of a $3.053 million  increase in net interest income before
provision for loan losses, a $410,000 increase in the provision for loan losses,
a $390,000 increase in other income, a $1.501 million increase in other expense,
and a $959,000 increase in income taxes.

The increase in net interest  income  resulted  from an increase in net interest
spread (the difference  between the weighted  average yield on  interest-earning
assets and the weighted average rate paid on interest-bearing  liabilities) from
2.61%  for the 1995  period  to  2.78%  for the 1996  period,  combined  with an
increase in average  interest-earning assets of $120 million. The combination of
the  increases in net interest  spread and  interest-earning  assets  caused net
interest margin (net interest income divided by average interest-earning assets)
to rise  from  2.77%  for the 1995  period  to 2.97%  for the 1996  period.  The
increase in net interest  spread  consisted  of a 1 basis point  increase in the
yield on  interest-earning  assets coupled with a 16 basis point decrease in the
cost of funds.  The  improvement in yield on  interest-earning  assets  occurred
because  Collective  obtained a higher yield on the portion of the proceeds from
investment security and mortgage-backed  security repayments that was reinvested
in loans receivable.  The reinvestment occurred primarily in the first mortgage,
commercial,  and home equity loan categories. The cost of funds decreased in the
1996 period  compared to the 1995 period  because of lower  short-term  interest
rates.  Although  the cost of deposits  was 11 basis  points  higher in the 1996
period (because of the movement of deposits into higher-costing  special deposit
products) this increase was more than offset by a 69 basis point decrease in the
cost  of  borrowings.  Contributing  to the  lower  cost of  borrowings  was the
shifting of FHLB advances to lower-costing  reverse repurchase  agreements.  The
average  balance of FHLB advances,  costing 5.98%,  was $304 million in the 1995
quarter.  In the 1996 quarter,  those advances were replaced by dollar rolls and
reverse repurchase agreements costing 71 basis points less.

                                       9
<PAGE>

Collective's net interest income tends to decrease in periods of rising interest
rates because its interest-bearing liabilities generally reprice faster than its
interest-earning assets. (See the "Maturity and Rate Sensitivity Analysis", page
12.)  Collective's  net  interest  income also tends to decrease in periods when
there is a relatively flat yield curve.  (The yield curve is a reflection of the
difference  between  long-term  interest rates,  represented by the 30-year U.S.
Treasury Bond, and short-term  interest  rates,  represented by the 3-month U.S.
Treasury Bill.)  Conversely,  Collective's net interest income tends to increase
in periods of falling  interest  rates and in periods when there is a relatively
steep yield curve because the difference between the yields Collective  receives
on  its  longer-term  loans  and  securities  and  the  rates  it  pays  on  its
shorter-term  deposits and borrowings  increases.  During the 1996 quarter,  the
yield curve  expanded 61 basis  points  compared  to a  compression  of 61 basis
points during the 1995 quarter,  which had a positive impact on Collective's net
interest income.

The provision for loan losses increased  because of growth in the loan portfolio
and  increased   loan  payment   delinquencies.   Average   delinquencies   were
approximately  $9 million  higher in the 1996 quarter than they were in the 1995
quarter.

The  $390,000  increase  in other  income was  comprised  of  increases  in loan
servicing  and  financial  service fee income.  The  increase in loan  servicing
income  resulted  from  growth in the  volume of loans  serviced  for  others as
Collective  continued to sell, with servicing retained, a substantial portion of
its loan originations as part of its interest-rate risk management activity. The
increase in fee income  consisted  primarily of  non-sufficient  fund charges as
Collective  continued  its campaign to charge and collect  more deposit  account
fees.

Other  expense  increased  primarily  because  of  asset  growth.  The  ratio of
operating  expense to average  assets was 1.33% in the 1996 quarter  compared to
1.28% in the 1995 quarter.

The increase in income taxes resulted from higher pre-tax income.  The effective
income tax rate was 36% in the 1996 quarter compared to 34% in the 1995 period.

Nine Months Ended March 31, 1996
Compared to Nine Months Ended March 31, 1995

Net income for the nine months  ended March 31, 1996  decreased  $4.076  million
compared to net income for the nine months ended March 31, 1995. The decrease in
net income was  comprised of a $2.659  million  decrease in net interest  income
before provision for loan losses, a $859,000  increase in the provision for loan
losses,  a $2.614 million increase in other income, a $4.089 million increase in
other expense, and a $917,000 decrease in income taxes.

                                       10
<PAGE>

The decrease in net  interest  income  resulted  from a decrease in net interest
spread  from 2.95% for the 1995 period to 2.70% for the 1996  period,  partially
offset by an increase of $238 million in average  interest-earning  assets.  The
combination  of decreased  net interest  spread and  increased  interest-earning
assets caused the net interest  margin to decrease from 3.09% in the 1995 period
to 2.89% for the 1996 period.  The decrease in net interest spread was comprised
of a 15 basis point increase in the yield on  interest-earning  assets  combined
with a 40 basis  point  increase in the cost of funds.  The  increase in cost of
funds  resulted from a 46 basis point  increase in the cost of deposits and a 29
basis point  increase in the cost of  borrowings.  The  improvement  in yield on
interest-earning  assets  occurred  because  the  portion of the  proceeds  from
investment security and mortgage-backed  security repayments that was reinvested
in loans receivable  resulted in a higher yield on those  reinvested  funds. The
reinvestment  occurred  primarily  in the first  mortgage,  commercial  and home
equity loan categories. The increase in cost of funds resulted from the shifting
of CD's to  higher-costing  special  product CD's  discussed  under  Liabilities
herein,  increased  average  balances and increased  cost of jumbo CD's,  and an
increased amount and cost of borrowings compared to the 1995 period.  During the
nine months  ended  March 31,  1996,  the average  balance of jumbo CD's was $91
million  compared to $44 million in the 1995 period.  The cost of those deposits
was 5.42% in the 1996 period  compared to 4.58% in 1995.  Despite the  increased
cost of jumbo CD's, their cost remained below that of borrowings and, during the
1996 period,  management  chose to use lower  costing  jumbo CD's as a source of
funds rather than higher costing borrowings whenever possible.  The average cost
of  deposits  was  4.09% in the 1996  period  compared  to 3.63% in 1995 and the
average balance of deposits was $168 million higher in 1996. The average cost of
borrowings was 5.55% in the 1996 period compared to 5.26% in the 1995 period and
the average balance of borrowings was $36 million higher in the 1996 period. The
increase in average  interest-earnings  assets was  comprised  of  increases  in
virtually all loan  categories,  but primarily in first  mortgage  loans.  Those
increases were funded largely by increased deposits and the increased borrowings
(reverse repurchase agreements) referred to above.

During  the nine  months  ended  March  31,  1996,  the yield  curve  compressed
approximately 122 basis points from the 1995 period, which had a negative impact
on Collective's net interest income.

The provision for loan losses increased  because of growth in the loan portfolio
and  increased   loan  payment   delinquencies.   Average   delinquencies   were
approximately  $5 million  higher in the 1996  period than they were in the 1995
period.

The  increase in other  income was  comprised  of gain on sale of loans and fees
relating to deposit accounts. The increased gain on sale resulted from declining
longer-term interest rates and increased activity as Collective  securitized and
sold a greater percentage of loans originated. Sales of securitized loans amount
to $98  million  during the nine months  ended  March 31,  1996  compared to $43
million  in the  1995  period.  The  percentage  of loan  originations  that met
Collective's  criteria for long-term  investment  decreased from 96% in the 1995
period  to 85%  in  the  current  period.  The  decrease  occurred  because  the
percentage of  adjustable-rate  loan  originations  decreased  from 55% of total
originations  in the 1995  period  to 18% in the 1996  period.  During  the past
fourteen months,  virtually all of Collective's  conforming 30-year,  fixed-rate
loan  production  was sold in the secondary  market.  The increase in fee income
consisted primarily of non-sufficient  funds charges as Collective continued its
campaign to charge and collect more deposit account fees.

Other  expense  increased  primarily  because  of  asset  growth.  Despite  that
increase, the ratio of operating expense to average assets was 1.28% in both the
1996 and 1995 periods.

The decrease in income taxes resulted from reduced pre-tax income. The effective
income tax rate was 36% in the 1996 period  compared to 35% in the 1995  period.
The effective rate was lower in 1995 because of certain unanticipated income tax
refunds.

                                       11

<PAGE>
                     COLLECTIVE BANCORP, INC. AND SUBSIDIARY
                   MATURITY AND RATE SENSITIVITY ANALYSIS (1)
<TABLE>
<CAPTION>
                                                                         March 31, 1996
                                     ----------------        ---------------         ---------------        ----------------
                                         1 Year                  1 Year                   Over
                                         or Less               to 5 Years               5 Years                  Total
                                     ----------------        ---------------         ---------------        ----------------
<S>                                  <C>                     <C>                     <C>                     <C>
Assets:                                                           (Dollar amounts in thousands)
  Mortgage loans:
    Balloon and adjustable rate
     first mortgages                    $    752,839           $    347,593            $    226,333            $  1,326,765
    Fixed rate mortgages                     173,023 (2)            395,222                 387,377                 955,622
  Mortgage-backed securities                 399,669 (3)          1,205,424                 512,934               2,118,027
  Consumer and other
    commercial loans                         127,983                 34,112                   2,463                 164,558
  Federal funds sold                           3,680                      -                       -                   3,680
  Investment securities                      319,964 (4)                  -                     429                 320,393
                                     ----------------        ---------------         ---------------        ----------------

Total rate sensitive assets             $  1,777,158           $  1,982,351            $  1,129,536            $  4,889,045
                                     ================        ===============         ===============        ================

Liabilities:
  Fixed maturity deposits               $  1,196,265           $    532,554                  18,498               1,747,317
  NOW accounts                                     -                474,966                       -                 474,966
  Money market demand accounts               281,626                      -                       -                 281,626
  Passbook accounts                           98,507                233,715                 221,058                 553,280
  Other borrowings                         1,509,051                      -                       -               1,509,051
                                     ----------------        ---------------         ---------------        ----------------

Total rate sensitive liabilities        $  3,085,449           $  1,241,235            $    239,556            $  4,566,240
                                     ================        ===============         ===============        ================

Dollar gap (5)                          $(1,308,291)           $    741,116            $    889,980            $    322,805
                                     ================        ===============         ===============        ================


<FN>
(1) As  presented  in the above  table,  the Bancorp  calculates  interest  rate
    sensitivity  information  employing  techniques  developed  by the Office of
    Thrift Supervision.
(2) Includes $8,009 of loans classified as available for sale.
(3) Includes $98,987 of mortgage-backed securities classified as available for sale.
(4) Includes $46,936 of securities classified as available for sale.
(5) Rate sensitive assets less rate sensitive liabilities.
</FN>
</TABLE>




Part II
Item 6.  Exhibits and Reports on Form 8-K
(a) Exhibits
      (11) Statement Re Computation of Per Share Earnings
      (27) Financial Data Schedule

                                       12

<PAGE>
                                                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.


                                         COLLECTIVE BANCORP, INC.


                                                             EDWARD J. MCCOLGAN
Date  May 15, 1996                                           Edward J. McColgan
      --------------
                                        Vice Chairman & Chief Financial Officer





                                                             BERNARD H. BERKMAN
Date  May 15, 1996                                           Bernard H. Berkman
      ------------
                             Executive Vice President & Chief Accounting Officer
                                      

                                       13

                            COLLECTIVE BANCORP, INC.
                COMPUTATION OF EARNINGS PER SHARE OF COMMON STOCK
<TABLE>
<CAPTION>
                                                               Three Months Ended                     Nine Months Ended
                                                                    March 31                               March 31
PRIMARY                                                     1996                 1995               1996             1995
                                                        ----------------------------------      -------------------------------
<S>                                                     <C>                  <C>                <C>                <C>  
EARNINGS:
  Net income                                             $13,523,486          $12,950,190         $39,841,366      $43,916,721
                                                        ==================================      ===============================

SHARES:
  Weighted average number of
    common shares outstanding                             20,185,571           20,292,000          20,162,006       20,277,000

  Assuming  exercise of options reduced by the 
    number of shares which could have
    been purchased with the proceeds from exercise
    of such options (1)                                      272,182              271,121             284,511          290,836
                                                        ----------------------------------      -------------------------------

  Weighted average number of common
     shares outstanding as adjusted                       20,457,753           20,563,121          20,446,517       20,567,836
                                                        ==================================      ===============================

Primary earnings per share of
  common stock                                                 $0.66                $0.63               $1.95            $2.14
                                                        ==================================      ===============================



ASSUMING FULL DILUTION
EARNINGS:
  Net income                                             $13,523,486          $12,950,190         $39,841,366      $43,916,721
                                                        ==================================      ===============================

SHARES:
  Weighted average number of
    common shares outstanding                             20,185,571           20,292,000          20,162,006       20,277,000

  Assuming  exercise of options reduced by the
    number of shares which could have
    been purchased with the proceeds from exercise
    of such options (2)                                      272,209              271,121             286,797          290,836
                                                        ----------------------------------      -------------------------------

  Weighted average number of common
     shares outstanding as adjusted                       20,457,780           20,563,121          20,448,803       20,567,836
                                                        ==================================      ===============================

Primary earnings per share of
  common stock                                                 $0.66                $0.63               $1.95            $2.14
                                                        ==================================      ===============================
<FN>

(1)  Assumes the  proceeds  obtained  from the  exercise of options were used to
     purchase common shares at the average market price during the quarter.

(2) Assumes the proceeds  obtained  from the exercise of stock options were used
    to purchase common shares at the market price at the close of the quarter if
    such price was higher than the average price during the quarter.

</FN>
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                     9
<LEGEND>                      1000
                                      
This  schedule  contains  summary  financial   information  extracted  from  the
Statements of Consolidated  Financial Condition as of March 31, 1996 (Unaudited)
and the  Statements of  Consolidated  Operations for the nine months ended March
31, 1996  (Unaudited)  and is  qualified  in its  entirety by  reference to such
financial statements.
</LEGEND>
<MULTIPLIER>                                                1000
       
<S>                                                    <C> 
<PERIOD-TYPE>                                                  9-MOS
<FISCAL-YEAR-END>                                        JUN-30-1996
<PERIOD-START>                                           JUL-01-1995
<PERIOD-END>                                             MAR-31-1996
<CASH>                                                         57282
<INT-BEARING-DEPOSITS>                                             0
<FED-FUNDS-SOLD>                                                3680
<TRADING-ASSETS>                                                   0
<INVESTMENTS-HELD-FOR-SALE>                                   281466
<INVESTMENTS-CARRYING>                                       2292497
<INVESTMENTS-MARKET>                                         2205393
<LOANS>                                                      2438936
<ALLOWANCE>                                                        0
<TOTAL-ASSETS>                                               5058597
<DEPOSITS>                                                   3143356
<SHORT-TERM>                                                 1509051
<LIABILITIES-OTHER>                                            49742
<LONG-TERM>                                                        0
                                              0
                                                        0
<COMMON>                                                         204
<OTHER-SE>                                                    356244
<TOTAL-LIABILITIES-AND-EQUITY>                               5058597
<INTEREST-LOAN>                                               142544
<INTEREST-INVEST>                                             123729
<INTEREST-OTHER>                                                   0
<INTEREST-TOTAL>                                              266273
<INTEREST-DEPOSIT>                                             99131
<INTEREST-EXPENSE>                                             62699
<INTEREST-INCOME-NET>                                         104443
<LOAN-LOSSES>                                                   1099
<SECURITIES-GAINS>                                              1032
<EXPENSE-OTHER>                                                52877
<INCOME-PRETAX>                                                62056
<INCOME-PRE-EXTRAORDINARY>                                     62056
<EXTRAORDINARY>                                                    0
<CHANGES>                                                          0
<NET-INCOME>                                                   39841
<EPS-PRIMARY>                                                   1.95
<EPS-DILUTED>                                                   1.95
<YIELD-ACTUAL>                                                  7.22
<LOANS-NON>                                                    26009
<LOANS-PAST>                                                       0
<LOANS-TROUBLED>                                                   0
<LOANS-PROBLEM>                                                    0
<ALLOWANCE-OPEN>                                               13230
<CHARGE-OFFS>                                                    349
<RECOVERIES>                                                     204
<ALLOWANCE-CLOSE>                                              13085
<ALLOWANCE-DOMESTIC>                                               0
<ALLOWANCE-FOREIGN>                                                0
<ALLOWANCE-UNALLOCATED>                                            0
        

</TABLE>


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