SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File Number 0-12874
COMMERCE BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
New Jersey 22-2433468
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1701 Route 70 East, Cherry Hill, NJ 08034-5400 08034-5400
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 751-9000
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $1.5625 par value
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the Registrant (i) 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, and (ii) 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
Registrant is $1,136,162,560.(1)
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of stock, as of the latest practicable date.
Common Stock, $1.5625 Par Value 30,624,092
(Title of Class) No. of Shares Outstanding
DOCUMENTS INCORPORATED BY REFERENCE
Parts II and IV incorporate certain information by reference from the
Registrant's Annual Report to Shareholders for the fiscal year ended December
31, 1999 (the "Annual Report").
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(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 Registrant's 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 May
1, 2000. The information provided shall in no way be construed as an
admission that any 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 record-keeping purposes of the Securities and Exchange Commission.
EXPLANATORY NOTE
This Amendment No. 2 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999, as filed with the Securities and Exchange
Commission on March 30, 2000 and as amended on May 9, 2000, is being filed to
amend the disclosure set forth in Item 13, Certain Relationships and Related
Transactions.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Certain Transactions
Certain directors and executive officers of Bancorp and its subsidiaries
and certain of their immediate family members and certain corporations or
organizations with which they are affiliated have had and expect to continue to
have loan and other banking transactions with Bancorp's subsidiary banks. All
such loans and other banking transactions were made in the ordinary course of
business, were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions for
unrelated parties, and did not involve more than the normal risk of
uncollectibility or present other unfavorable features.
The board of directors of Bancorp approves all transactions in which an
officer or director of Bancorp or any of its subsidiaries has an interest. In
the case of a transaction involving a director of Bancorp, such director does
not vote on the transaction.
Mr. Kerr, a director and nominee for director of Bancorp, is the President
of Markeim-Chalmers, Inc. which in 1999 received $334,000 in fees for real
estate related services, primarily real estate appraisals.
Messrs. Beck and Bershad, directors and nominees for directors of Bancorp,
are members of law firms which Bancorp and its subsidiaries have retained
during Bancorp's last fiscal year and which Bancorp and its subsidiaries intend
to retain during its current fiscal year.
Bancorp leases the land on which it has constructed fourteen branch
offices from limited partnerships in which Mr. Hill is a partner or in which a
corporation owned by Mr. Hill is a partner under separate operating lease
agreements. The aggregate annual rental under these leases for 1999 was
approximately $723,000. These leases expire periodically through 2020 but are
renewable through 2040. Aggregate annual rentals escalate to $934,000 in 2005.
Bancorp leases land to a limited partnership partially comprised of the
directors of Bancorp including Messrs. Bershad, Hill and Lewis and a
corporation owned by Mr. Hill. The initial lease term is 25 years, with two
successive 10-year options. As of December 31, 1999, the future minimum lease
payments to be received by Bancorp amount to approximately $432,000 for the
remainder of the initial lease term. In accordance with the provision of the
land lease, the limited partnership constructed and owns the office building
located on the land. Commerce PA leases the building as a branch facility. The
initial lease term expires in 2010.
Management believes that the rental paid or received for each of the
foregoing leases is comparable to the rental which they would have to pay to or
would have received from, as the case may be, and that the option prices are
comparable to or more favorable than those that could have been obtained or
received from, non-affiliated parties in similar commercial transactions for
similar locations, assuming that such locations were available.
During 1999, Bancorp subsidiaries obtained interior design, facilities
management and general contractor services in the amount of $2,498,000 from a
business corporation of which Shirley Hill, wife of Vernon W. Hill, II, is a
principal shareholder and the president. Additionally, during 1999 this
business received commissions of $1,408,000 on furniture and facility purchases
made directly by Bancorp subsidiary banks. These expenditures related primarily
to the furnishing and related design services of the opening and/or
refurbishing of certain offices during the period. Management believes such
expenses were substantially equivalent to those that would have been paid to
unaffiliated companies for similar furniture and services.
1
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. 2 to its
Annual Report of Form 10-K for the year ended December 31, 1999 to be signed on
its behalf by the undersigned thereunto duly authorized.
COMMERCE BANCORP, INC.
Date: May 18, 2000
By: /s/ Douglas J. Pauls
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Douglas J. Pauls
Senior Vice President and Controller