-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CyH2IrqC/FvXWqL8ERHU40LGg7X8K4GoQE/+bNFON0eWkW2BanighA66Btlvgb8j 6FgOvQqYtbW1wAAr5NE8dw== 0000950159-99-000190.txt : 19990715 0000950159-99-000190.hdr.sgml : 19990715 ACCESSION NUMBER: 0000950159-99-000190 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCE BANCORP INC /NJ/ CENTRAL INDEX KEY: 0000715096 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222433468 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-12069 FILM NUMBER: 99664325 BUSINESS ADDRESS: STREET 1: COMMERCE ATRIUM STREET 2: 1701 RTE 70 E CITY: CHERRY HILL STATE: NJ ZIP: 08034-5400 BUSINESS PHONE: 6097519000 MAIL ADDRESS: STREET 1: 1701 ROUTE 70 EAST CITY: CHERRY HILL STATE: NJ ZIP: 08034-5400 10-K/A 1 ================================================================================ 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, 1998 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 (I.R.S. Employee Identification Number) of 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: 609-751-9000 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 $1,109,133,000.(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 27,438,170 ------------------------------------ -------------------------- Title of Class No. of Shares Outstanding as of 3/5/99 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, 1998 (the "Annual Report"). Part III incorporates certain information by reference from the Registrant's Proxy Statement for the 1999 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 5, 1999. 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. ================================================================================ EXPLANATORY NOTE This Amendment to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the Securities and Exchange Commission on March 26, 1999, 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 Schedules Commerce Bancorp, Inc. 401(k) Retirement Plan Year ended December 31, 1998 and period ended December 31, 1997 with Report of Independent Auditors Commerce Bancorp, Inc. 401(k) Retirement Plan Financial Statements and Supplemental Schedules Year ended December 31, 1998 and period ended December 31, 1997 Contents Report of Independent Auditors................................................1 Audited Financial Statements Statement of Assets Available for Benefits, with Fund Information.............2 Statement of Changes in Assets Available for Benefits, with Fund Information.....................................................4 Notes to Financial Statements.................................................6 Supplemental Schedules Line 27a--Assets Held for Investment Purposes................................12 Line 27d--Reportable Transactions............................................15 Report of Independent Auditors The Board of Directors Commerce Bancorp, Inc. We have audited the accompanying statement of assets available for benefits of the Commerce Bancorp, Inc. 401(k) Retirement Plan (the "Plan") as of December 31, 1998 and 1997, and the related statement of changes in assets available for benefits for the periods presented herein. 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 generally accepted auditing standards. 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, 1998 and 1997 and the changes in its assets available for benefits for the periods presented herein, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1998 and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are 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. These supplemental schedules are the responsibility of the Plan's management. The Fund Information in the statement of assets available for benefits and the statement of changes in assets available for benefits is presented for purposes of additional analysis rather then to present the net assets available for benefits and the changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. June 28, 1999 1
Commerce Bancorp, Inc. 401(k) Retirement Plan Statement of Assets Available for Benefits, with Fund Information December 31, 1998 Domestic Domestic Domestic Global Commerce Stable Value Conservative Moderate Aggressive Aggressive Stock Self-Directed Loan Fund Fund Fund Fund Fund Account Accounts Fund Total Assets Investments at fair value: Mutual funds $1,684,269 $597,154 $1,999,390 $3,187,009 $1,091,281 $3,140,393 $11,699,496 Bonds 643,091 643,091 Commerce Bancorp, Inc. common stock $4,517,401 8,918,602 13,436,003 Other common stock 4,130,798 4,130,798 Participant notes receivable $267,331 267,331 ----------------------------------------------------------------------------------------------------------------- Assets available for benefits $1,684,269 $597,154 $1,999,390 $3,187,009 $1,091,281 $4,517,401 $16,832,884 $267,331 $30,176,719 =================================================================================================================
See accompanying notes. 2 Commerce Bancorp, Inc. 401(k) Retirement Plan
Statement of Assets Available for Benefits, with Fund Information (continued) December 31, 1997 Most Moderate Commerce Stable Value Conservative Growth Growth Aggressive Stock Self-Directed Loan Fund Fund Fund Fund Fund Fund Accounts Fund Total Assets Investments at fair value: Mutual funds $1,842,692 $527,035 $749,477 $1,434,826 $1,163,890 $ 5,717,920 Commerce Bancorp, Inc. common stock $ 830,578 $457,024 1,287,602 Other common stock 334,243 334,243 Participant notes receivable $ 72,315 72,315 ------------------------------------------------------------------------------------------------------ Total investments 1,842,692 527,035 749,477 1,434,826 1,163,890 830,578 791,267 72,315 7,412,080 Contributions receivable 359 2,687 8,158 17,146 12,399 5,837 1,158 47,744 ------------------------------------------------------------------------------------------------------ Assets available for benefits $1,843,051 $529,722 $757,635 $1,451,972 $1,176,289 $836,415 $792,425 $72,315 $7,459,824 ======================================================================================================
See accompanying notes. 3 Commerce Bancorp, Inc. 401(k) Retirement Plan
Statement of Changes in Assets Available for Benefits, with Fund Information Year Ended December 31, 1998 Wheat First Union Provident Mutual Stable Most Moderate Stable Domestic Value Conservative Growth Growth Aggressive Value Conservative Fund Fund Fund Fund Fund Fund Fund Additions to assets attributed Contributions: Participants $8,251 $44,237 $105,223 $247,152 $219,506 $79,309 $38,216 Transfers in from other plans 7,086 4,561,899 Investment income: Net realized and unrealized appreciation in fair value of investments 25,526 140,360 276,575 211,934 14,442 15,767 Interest and dividends 20,333 14,840 17,640 11,081 5,430 112,085 Deductions from assets attributed to: Benefits paid to participants (141,645) (218,382) (108,242) (141,692) (142,031) (674,337) (2,282) ----------------------------------------------------------------------------------------------- Net increase/(decrease) prior to interfund transfers (105,975) (133,779) 154,981 393,116 294,839 4,093,398 51,701 Interfund transfers (net) (1,737,076) (395,943) (912,616) (1,845,088) (1,471,128) (2,409,129) 545,453 ----------------------------------------------------------------------------------------------- Net increase/(decrease) (1,843,051) (529,722) (757,635) (1,451,972) (1,176,289) 1,684,269 597,154 Assets available for benefits: Beginning of year 1,843,051 529,722 757,635 1,451,972 1,176,289 0 0 ----------------------------------------------------------------------------------------------- End of year $0 $0 $0 $0 $0 $1,684,269 $597,154 =============================================================================================== Provident Mutual Domestic Domestic Global Commerce Moderate Aggressive Aggressive Stock Self-Directed Loan Fund Fund Fund Account Accounts Fund Total Additions to assets attributed Contributions: Participants $144,192 $343,521 $155,651 $384,090 $ 84,611 $1,853,959 Transfers in from other plans 137,159 12,470,997 $153,340 17,330,481 Investment income: Net realized and unrealized appreciation in fair value of 163,090 292,512 109,839 787,910 2,711,691 4,749,646 Interest and dividends 25,833 71,364 14,299 292,905 Deductions from assets attributed to: Benefits paid to participants (1,213) (1,640) (69) (70,071) (8,492) (1,510,096) ---------------------------------------------------------------------------------------------- Net increase/(decrease) prior to interfund transfers 306,069 634,393 265,421 1,264,921 15,330,171 167,639 22,716,895 Interfund transfers (net) 1,693,321 2,552,616 825,860 2,416,065 710,288 27,377 0 ---------------------------------------------------------------------------------------------- Net increase/(decrease) 1,999,390 3,187,009 1,091,281 3,680,986 16,040,459 195,016 22,716,895 Assets available for benefits: Beginning of year 0 0 0 836,415 792,425 72,315 7,459,824 ---------------------------------------------------------------------------------------------- End of year $1,999,390 $3,187,009 $1,091,281 $4,517,401 $16,832,884 $267,331 $30,176,719 ==============================================================================================
See accompanying notes. 4
Commerce Bancorp, Inc. 401(k) Retirement Plan Statement of Changes in Assets Available for Benefits, with Fund Information (continued) Period from April 1, 1997 to December 31, 1997 Most Moderate Commerce Self- Stable Value Conservative Growth Growth Aggressive Stock Directed Loan Fund Fund Fund Fund Fund Fund Accounts Fund Total Additions to assets attributed to: Contributions: Participants $7,022 $63,547 $170,830 $356,977 $288,195 $144,389 $32,959 $1,063,919 Transfers in from other plans 6,236,242 $ 74,446 6,310,688 Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments (894) (16,792) (37,947) (54,045) 200,022 102,811 193,155 Interest and dividends 64,610 3,675 7,993 17,834 15,612 1,706 1,747 955 114,132 Deductions from assets attributed to: Benefits paid to participants (142,916) (5,639) (22,538) (22,418) (17,158) (11,401) (222,070) Net increase prior to interfund transfers 6,164,958 60,689 139,493 314,446 232,604 334,716 137,517 75,401 7,459,824 Interfund transfers (net) (4,321,907) 469,033 618,142 1,137,526 943,685 501,699 654,908 (3,086) Net increase 1,843,051 529,722 757,635 1,451,972 1,176,289 836,415 792,425 72,315 7,459,824 Assets available for benefits: Beginning of period End of period $1,843,051 $529,722 $757,635 $1,451,972 $1,176,289 $836,415 $792,425 $72,315 $7,459,824
See accompanying notes. 5 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements December 31, 1998 1. Description of Plan and Summary of Significant Accounting Policies 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). The plan received a favorable determination from the Internal Revenue Service dated October 17, 1998. Participants of two other employee benefit plans became eligible to participate in the Plan during 1998 as a result of the acquisitions by the Company of A.H. Williams & Co., Inc., and J.A. Montgomery, Inc. The net assets of the following plans were transferred into the plan during 1998: Profit Sharing Plan of A.H. Williams & Co., Inc. $ 13.3 million J.A. Montgomery, Inc. 401(k) Profit Sharing Plan 3.2 million Contributions Each year, participants may contribute up to 15% of pretax annual compensation (maximum $10,000 for 1998), as defined in the Plan. 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. 6 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 1. Description of Plan and Summary of Significant Accounting Policies(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: Participant's Years of Service Vested 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, 1998 and 1997 is $268,000 and $42,000, respectively, which represents amounts due to participants who have requested withdrawals. 7 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 1. Description of Plan and Summary of Significant Accounting Policies(continued) Investment Options Vernon W. Hill, II, President of the Company, and C. Edward Jordan, Jr., Executive Vice President of the Company, serve as trustees for the Plan. Participants may direct employer and employee contributions in any of six investment fund options offered by the Plan or they may elect to open accounts that allow participant-directed investments. The available fund options are as follows: A. Stable Value Fund invests substantially all of its assets in investment grade bonds, including corporate, mortgage, and asset-backed bonds; B. Domestic Conservative Fund invests approximately 45% of its assets in Provident Mutual's All Pro Diversified Bond Fund, 30% in Provident Mutual's All Pro Value Equity Fund, and 25% in Provident Mutual's Money Market Fund; C. Domestic Moderate Fund invests approximately 40% of its assets in Provident Mutual's All Pro Diversified Bond Fund, 25% in Provident Mutual's All Pro Diversified Equity Fund, 15% in Provident Mutual's All Pro Equity Growth Fund, 15% in Provident Mutual's All Pro Value Equity Fund, and 5% in Provident Mutual's Money Market Fund; D. Domestic Aggressive Fund invests approximately 35% of its assets in Provident Mutual's All Pro Diversified Equity Fund, 25% in Provident Mutual's All Pro Diversified Bond Fund, 20% in Provident Mutual's All Pro Equity Growth Fund, and 20% in Provident Mutual's All Pro Value Equity Fund; E. Global Aggressive Fund invests approximately 30% of its assets in Provident Mutual's All Pro Diversified Equity Fund, 25% in Provident Mutual's All Pro Diversified Bond Fund, 15% in Provident Mutual's International Value Fund, 15% in Provident Mutual's All Pro Equity Growth Fund, and 15% in Provident Mutual's All Pro Value Equity Fund; F. Commerce Stock Fund invests in common stock of Commerce Bancorp, Inc. 8 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 1. Description of Plan and Summary of Significant Accounting Policies(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. Investment Valuation The Plan's investments are stated at fair value which is based on net asset value of shares at the end of the period 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 generally accepted accounting principles 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. 9 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 2. Investments The Plan's investments are held by Provident Mutual Life Insurance Company, with the exception of the Commerce Stock Fund and the Self-Directed Accounts, which are held by Janney Montgomery Scott. During the year ended December 31, 1998 and the period ended December 31, 1997, the Plan's investments at period end appreciated in fair value as follows: Net Appreciation Fair Value at In Fair Value During December 31, 1998 the Year ------------------------------------------------------------------------- *Stable Value Fund $ 1,684,269 $ 14,442 Domestic Conservative Fund 597,154 15,767 *Domestic Moderate Fund 1,999,390 163,090 *Domestic Aggressive Fund 3,187,009 292,512 Global Aggressive Fund 1,091,281 109,839 *Commerce Stock Fund 4,517,401 787,910 *Self-Directed Accounts 16,832,884 2,711,691 Loan Fund 267,331 -- ----------- ----------- $30,176,719 $ 4,095,251 =========== =========== Net Appreciation (Depreciation) Fair Value at In Fair Value During December 31, 1997 the Period ------------------------------------------------------------------------- *Stable Value Fund $1,842,692 $ -- *Most Conservative Fund 527,035 (894) *Moderate Growth Fund 749,477 (16,792) *Growth Fund 1,434,826 (37,947) *Aggressive Fund 1,163,890 (54,045) *Commerce Stock Fund 830,578 200,022 *Self-Directed Accounts 791,267 102,811 Loan Fund 72,315 -- ---------- ---------- $7,412,080 $ 193,155 ========== ========== * Indicates an investment which represents 5% or more of the fair value of assets available for benefits at period end. 10 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 3. Subsequent Events On January 15, 1999 Commerce Bancorp, Inc. acquired Community First Banking Company whose employees became eligible to participate in the Plan on that date. In addition, on January 15, 1999 Commerce Bancorp, Inc. acquired Prestige Financial Corp. whose employees became eligible to participate in the Plan on that date. In conjunction with these acquisitions approximately $2.7 million in assets were merged into the Plan. 4. Year 2000 The Company relies on third-party service providers with respect to the operation of its Plan. In response to the Year 2000 issue, management has initiated formal communication with its significant service providers with respect to their state of readiness for the year 2000. The Company does not expect that the assets available for benefits of the Plan will be significantly affected by the costs of converting systems, as all costs will be incurred by third-party service providers and not passed on to the Plan. 11 Supplemental Schedules Commerce Bancorp, Inc. 401(k) Retirement Plan Line 27a--Assets Held for Investment Purposes December 31, 1998
Identity of Issue Shares or Units Average Cost Fair Value Stable Value Fund* 1,600,944 $1,669,827 $1,684,269 Domestic Conservative Fund* 45,616 581,387 597,154 Domestic Moderate Fund* 135,735 1,836,300 1,999,390 Domestic Aggressive Fund* 211,215 2,984,497 3,187,009 Global Aggressive Fund* 72,495 981,442 1,091,281 Commerce Stock Fund*+ 86,044 3,529,469 4,517,401 JMS Money Market Fund 2,569,459 2,569,549 2,569,459 Commerce Bancorp, Inc.*+ ^ 169,878 6,447,312 8,918,602 Walt Disney Company ^ 900 30,627 27,000 First Union Corporation ^ 162 9,558 9,852 Microsoft Corporation ^ 8,100 885,938 1,123,369 Montgomery County IDA Bond 160,000 160,000 161,346 U. S. Treasury Strips ^ 479,000 342,043 376,545 Thistle Group Holdings 11,350 105,797 109,244 Oracle Corp. ^ 450 10,832 19,406 Oxford Health Plans, Inc. ^ 250 3,828 3,719 Minnesota Power, Inc. 450 19,625 19,800 Newell Company 200 8,800 8,250 Pepsico Incorporated 200 7,963 8,175 Seacoast Financial Services 1,000 10,000 10,250 MFS Fund Class B 3,767 49,988 49,913 Massachusetts Investors Growth Class B 19,811 298,383 300,337 Premier Laser Systems 5,000 11,188 9,531 Compaq Computer Corp. ^ 800 24,678 33,600 E*Trade Group, Inc. 100 4,900 4,680 Intel Corp. 250 19,801 29,641 Home Depot, Inc. 450 14,913 27,504 Johnson & Johnson 156 10,092 13,083 Lucent Technologies ^ 2,771 239,408 304,637 Merck & Co. 102 9,879 15,111 Vlasic Foods ^ 15 308 357 Van Kampen Equity Opportunity 11,514 120,004 126,309 ADC Telecomm, Inc. 50 1,695 1,738 Citigroup, Inc. 452 23,150 22,459 Invacare Corp. 100 2,361 2,400 MBNA Corp. 150 2,680 3,722 12 Sunbeam Corp. ^ 125 1,258 859 AT& T Corp. ^ 850 53,376 64,388 Acclaim Entertainment ^ 500 2,813 6,125 Arcadia Financial ^ 250 1,734 906 Cendant Corp. ^ 1,425 27,788 27,520 Closure Medical Corp. ^ 250 6,125 7,453 Conseco, Inc. ^ 1,400 63,515 42,700 Espirito Santo Financial ^ 800 17,089 15,650 Hearx Ltd. ^ 1,000 1,563 563 Hilton Hotels Corp. ^ 700 12,374 13,388 LSI Logic Corp. ^ 800 15,600 12,900 Meritor Savings Bank ^ 1,000 3,190 2,656 Motorola Inc. ^ 500 24,465 30,531 National Media Corp. ^ 500 688 5,344 PetSmart, Inc. ^ 500 5,015 5,500 Scientific Atlanta, Inc. ^ 1,000 26,810 22,813 Strategic Solutions Group ^ 500 156 25 Boeing Co. 400 18,975 13,050 Cisco Systems, Inc. ^ 6,337 239,550 588,153 Hubco, Inc. 550 19,353 16,569 Summit Bancorp 450 19,827 19,659 TelSave.com Inc. 1,300 19,748 21,775 First Keystone Financial 100 1,808 1,450 Harrah's Entertainment ^ 500 11,750 7,844 Indymac Mortgage Holdings ^ 400 9,300 4,225 Mills Corp. ^ 400 9,824 7,950 Rhone Poulenc ^ 500 28,250 25,125 Safeguard Scientifics Inc. 500 9,781 13,719 Systems & Computers Tech. 1,000 9,000 13,750 Agouron Pharmaceuticals 300 14,768 17,625 DaimlerChrysler 200 19,386 19,213 Universal Display Corp. 1,000 4,349 3,938 Darden Restaurants, Inc. ^ 1,018 16,858 18,324 Heilig Meyers, Corp. ^ 1,015 12,751 6,788 IBM ^ 36 4,203 6,638 Medaphis Corp. ^ 500 3,095 1,641 Monsanto Company 200 8,400 9,500 Schlumberger Ltd. ^ 501 33,598 23,234 Dell Computer Corp. ^ 12,000 398,550 878,250 Excite Inc. 1,000 39,954 42,063 Lycos Inc. 1,500 64,148 83,344 America OnLine 600 45,672 93,075 Doubleclick, Inc. 370 18,777 16,465 Charming Shoppes, Inc. ^ 3,000 14,250 12,938 Genesis Health Ventures ^ 2,000 33,440 17,000 Regent Assisted Living ^ 2,000 12,000 10,000 13 Sovereign Bancorp 2,000 18,211 28,500 Fletcher, NC Revenue Bond 100,000 95,000 105,200 Circus Circus Enterprise Inc. 400 8,586 4,525 Nike Inc. Class B 350 16,158 14,197 RJR Nabisco Holdings 450 16,349 13,359 Selective Insurance Group 500 13,411 10,063 Eaton Vance Income Trust 10,000 100,000 94,375 Loans receivable from participants, with interest rates ragning from 6.5% to 12.25% 267,331 ------------ -------------- $ 24,700,861 $ 30,176,719 ============ ==============
* Indicates an investment which represents 5% or more of the fair value of assets available for benefits at period end. + Represents party-in-interest to the Plan. ^ Indicates an investment by which the reported cost basis above was the investment's fair market value at the date the investment was transferred into the Plan. 14 Commerce Bancorp, Inc. 401(k) Retirement Plan Line 27d--Reportable Transactions Period ended December 31, 1998
Identity of Parties Purchase Selling Cost of Net Gain Involved Description of Assets Price Price Assets Sold (Loss) Category I--Individual transactions in excess of 5% of plan assets Wheat First Union Sold interest in Stable Value Fund Stable Value Fund $ - $638,637 $638,637 $ - Wheat First Union Sold interest in Stable Value Fund Stable Value Fund - 508,415 508,415 - Wheat First Union Sold interest in Stable Value Fund Stable Value Fund - 514,863 514,863 - Commerce Stock Fund* Purchased interest in Commerce Stock Fund 670,705 - - - Commerce Stock Fund* Purchased interest in Commerce Stock Fund 415,769 - - - Provident Mutual Purchased interest in Stable Value Fund Stable Value Fund 6,139,137 - - - Provident Mutual Purchased interest in Stable Value Fund Stable Value Fund 3,217,088 - - - Provident Mutual Purchased interest in Stable Value Fund Stable Value Fund 1,313,804 - - - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 544,576 544,576 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 695,670 695,670 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 698,386 698,386 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 373,926 373,926 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 594,609 594,609 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 1,057,680 1,057,680 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 1,298,774 1,298,774 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 720,488 720,488 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 449,669 449,669 - Provident Mutual Sold interest in Stable Value Fund Stable Value Fund - 1,113,681 1,113,681 - Provident Mutual Purchased interest in Domestic Conservative Fund Domestic Conservative Fund 373,926 - - - Provident Mutual Purchased interest in Domestic Moderate Fund Domestic Moderate Fund 1,057,680 - - - Provident Mutual Purchased interest in Domestic Moderate Fund Domestic Moderate Fund 449,669 - - - Provident Mutual Purchased interest in Domestic Aggressive Fund Domestic Aggressive Fund 1,298,774 - - - Provident Mutual Purchased interest in Domestic Aggressive Fund Domestic Aggressive Fund 1,113,681 - - - Provident Mutual Purchased interest in Global Aggressive Fund Global Aggressive Fund 594,609 - - - Category III--A series of transactions in a security issue aggregating in excess of 5% of plan assets Wheat First Union 23 purchase transactions; 38,565 1,829,277 - - Stable Value Fund 10 sales transactions Wheat First Union 201 purchase transactions; 131,138 685,942 660,478 25,464 Most Conservative Fund 103 sales transactions Wheat First Union 253 purchase transactions; 687,351 1,576,569 1,454,919 121,650 Moderate Growth Fund 125 sales transactions Wheat First Union 241 purchase transactions; 519,624 2,225,797 1,992,027 233,770 Growth Fund 151 sales transactions Wheat First Union 226 purchase transactions; 468,358 1,858,025 1,686,624 171,401 Aggressive Fund 154 sales transactions Commerce Stock Fund * 40 purchase transactions; 2,262,012 148,235 105,871 42,364 10 sales transactions Provident Mutual 41 purchase transactions; 10,805,169 9,262,606 9,262,606 - Stable Value Fund 47 sales transactions Provident Mutual 31 purchase transactions; 581,473 189 189 - Domestic Conservative 2 sales transactions Fund Provident Mutual 36 purchase transactions; 1,837,859 1,818 1,818 - Domestic Moderate Fund 5 sales transactions Provident Mutual 36 purchase transactions; 2,915,186 20,207 20,207 - Domestic Aggressive 12 sales transactions Fund Provident Mutual 35 purchase transactions; 842,171 2,190 2,190 - Global Aggressive 3 sales transactions Fund
There were no category II or IV transactions during the period. * Indicates party-in-interest to the plan. 15 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. 1 to its Annual Report of Form 10-K for the year ended December 31, 1998 to be signed on its behalf by the undersigned thereunto duly authorized. COMMERCE BANCORP, INC. Date: July 13, 1999 By: /s/ Douglas J. Pauls ----------------------------- Douglas J. Pauls Senior Vice President and Controller EX-23 2 Consent of Independent Auditors We consent to the use of our report dated January 26, 1999, included in the Annual Report on Form 10-K of Commerce Bancorp, Inc. and Subsidiaries for the year ended December 31, 1998, with respect to the consolidated financial statements, and to the use of our report dated June 28, 1999, with respect to the financial statements and supplemental schedules of the Commerce Bancorp, Inc. 401(k) Retirement Plan, included in this Form 10-K/A. /s/ Ernst & Young LLP Philadelphia, Pennsylvania July 13, 1999 -----END PRIVACY-ENHANCED MESSAGE-----