CONTINENTAL BANCORPORATION
8-K, 1996-10-03
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 8 - K
                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                        Date of Report - October 3, 1996



                           CONTINENTAL BANCORPORATION
             (Exact name of registrant as specified in its charter)


         New Jersey                   0-17907                   52-1625583
       (State or other             (Commission              (I.R.S. Employer
jurisdiction of incorporation)      File Number)             Identification No.)


 1345 Chews Landing Road, Gloucester Township, Laurel Springs, New Jersey 08201
               (Address of principal executive offices, zip code)


                                  609-227-8000
              (Registrant's telephone number, including area code)










<PAGE>


Items 1, 3 - 6, 8 Omitted

Item 2, Acquisition or Disposition of Assets

            The  attached  press  release  (Exhibit  99)  issued  by  Collective
            Bancorp,  Inc.,  contains all relevant  information  concerning  the
            disposition of all the assets of Continental Bancorporation.


Item 7.  Financial Statements and Exhibits
          (a) and (b) Omitted.
          (c) Exhibits
              (99)  Collective Bancorp, Inc. press release
                            dated October 1, 1996




                                   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, hereunto duly authorized.
                                                     
                                        Continental Bancorporation
                                        --------------------------   
                                                (Registrant)



Date:  October 3, 1996                   SCOTT T. PAGE
                                         -------------
                                         Scott T. Page
                                         Senior Executive Vice President



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COLLECTIVE BANCORP                                                 NEWS RELEASE
                                                       Contact:   Scott T. Page
                                                                 (609) 625-1110
                                                       -------------------------
                                                                October 1, 1996
FOR IMMEDIATE RELEASE
                                                                COFD #131


                    COLLECTIVE BANCORP COMPLETES ACQUISITION
                          OF CONTINENTAL BANCORPORATION

Egg Harbor, New Jersey, October 1, 1996 - Collective Bancorp, Inc. (NASDAQ: NMS:
COFD) has  completed  its  acquisition  of  Continental  Bancorporation,  it was
announced  today  by  Thomas  H.  Hamilton,  Chairman  and  CEO  of  Collective.
Continental Bancorporation is the parent holding company for Continental Bank of
New Jersey, a state-chartered  commercial bank with $170 million in assets which
operates four banking offices in Camden County,  New Jersey.  Collective Bancorp
will operate  Continental  Bank of New Jersey as a separate  subsidiary  under a
multiple holding company structure.

Under the terms of the transaction,  each of the 5,140,527 shares of Continental
Bancorporation  common stock outstanding was converted into the right to receive
$5.00  per  share in cash.  The total  transaction  is valued at $25.7  million.
Instructions  for the  surrender of shares for payment will be mailed to holders
of Continental  Bancorporation  common stock as soon as practicable,  Collective
indicated.

Collective  Bancorp,  Inc. is the parent holding company for Collective  Bank, a
$5.2 billion in assets federal  savings bank  headquartered  in Egg Harbor,  New
Jersey.  Collective  Bank operates 78 banking offices  providing  depository and
lending services to individuals and businesses throughout New Jersey.



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