================================================================================ 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, 2001 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 of incorporation or organization) Identification Number) 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: 856-751-9000 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 $2,580,539,000. (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 $1.00 Par Value 66,145,263 - ------------------------------- --------------------------------------------- Title of Class No. of Shares Outstanding as of 2/28/02 ---------------------------- DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates certain information by reference from the Registrant's Proxy Statement for the 2002 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 February 28, 2002. 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, 2001, as filed with the Securities and Exchange Commission on March 6, 2001, 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. COMMERCE BANCORP, INC. 401(K) RETIREMENT PLAN Financial Statements and Supplemental Schedule Years ended December 31, 2001 and 2000 with Report of Independent Auditors Commerce Bancorp, Inc. 401(k) Retirement Plan Financial Statements and Supplemental Schedule Years ended December 31, 2001 and 2000 Contents Report of Independent Auditors..............................................1 Audited Financial Statements Statements of Assets Available for Benefits.................................2 Statements of Changes in Assets Available for Benefits......................3 Notes to Financial Statements...............................................4 Supplemental Schedule Schedule of Assets (Held at End of Year)....................................8 Report of Independent Auditors Board of Directors Commerce Bancorp, Inc. We have audited the accompanying statements of assets available for benefits of the Commerce Bancorp, Inc. 401(k) Retirement Plan (the Plan) as of December 31, 2001 and 2000, and the related statements of changes in assets available for benefits for the years then ended. 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 auditing standards generally accepted in the United States. 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, 2001 and 2000 and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001, is presented for purposes of additional analysis and is not a required part of the financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young, LLP Philadelphia, Pennsylvania June 14, 2002 1 Commerce Bancorp, Inc. 401(k) Retirement Plan Statements of Assets Available for Benefits December 31 2001 2000 ------------------ ------------------- Assets Investments, at fair value $52,607,334 $ 49,215,121 Contributions receivable: Participant 230,893 - Employer 572,942 - ------------------ ------------------- 803,835 - Assets available for benefits $53,411,169 $ 49,215,121 ================== =================== See accompanying notes. 2 Commerce Bancorp, Inc. 401(k) Retirement Plan Statements of Changes in Assets Available for Benefits Year ended December 31 2001 2000 ------------------ ------------------- Additions: Contributions: Participant contributions $ 5,331,117 $ 3,463,961 Employer match contributions 2,093,100 - Rollovers and transfers in from other plans 1,088,663 1,575,296 ------------------ ------------------- Total contributions 8,512,880 5,039,257 Investment income: Net realized and unrealized appreciation in fair value of investments 635,224 6,739,741 Interest and dividends 674,704 668,783 ------------------ ------------------- Total investment income 1,309,928 7,408,524 ------------------ ------------------- Total additions 9,822,808 12,447,781 Deductions: Benefits paid to participants 5,593,246 2,935,912 Other 33,514 8,232 ------------------ ------------------- Total deductions 5,626,760 2,944,144 ------------------ ------------------- Net increase 4,196,048 9,503,637 Assets available for benefits: Beginning of year 49,215,121 39,711,484 ------------------ ------------------- End of year $ 53,411,169 $ 49,215,121 ================== =================== See accompanying notes. 3 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements December 31, 2001 1. Description of Plan 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 six months of service and are age 21 or older. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participants of various other employee benefit plans became eligible to participate in the Plan as a result of the acquisitions by the Company. The net assets of the other plans were transferred into the Plan during 2001 and 2000, respectively: 2001 2000 ------------------ ------------------- Business Training $ .1 million Traber & Vreeland $ .9 million Contributions Each year, participants may contribute up to 15% of pretax annual compensation as defined in the Plan up to maximum IRS limitations. 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 on a periodic basis by the board of directors. In 2001, the Company provided a matching contribution equal to the employee contribution up to a maximum of 2.5% of the employee's salary. Participants may direct employer and employee contributions in any of various fund options offered by the Plan or they may elect to open accounts that allow participant-directed investments. 4 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 1. Description of Plan (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, 2001 and 2000 is $30,000 and $132,000, respectively, which represents amounts due to participants who have requested withdrawals. 5 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 1. Description of Plan (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. Effective January 1, 2002, the Commerce Bancorp, Inc. Employee Stock Ownership Plan merged into the Plan. In connection with the merger, $65,944,305 of net assets were transferred into the Plan during January 2002. Administrative Costs Administrative costs of the Plan are paid by the Company, unless the Company elects to have such costs paid by the Plan. For 2001 and 2000, no administrative costs were paid by the Plan. 2. Summary of Significant Accounting Policies Investment Valuation and Income Recognition The Plan's investments are stated at fair value which is based on net asset value of shares on the last business day of the plan year for mutual funds and the last available quoted market price for shares of common stock and debt securities. 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 accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 6 Commerce Bancorp, Inc. 401(k) Retirement Plan Notes to Financial Statements (continued) 3. Investments The Plan's mutual funds are administered by Provident Mutual Life Insurance Company. The Commerce Bancorp, Inc. Common Stock and self-directed accounts are administered by Janney Montgomery Scott. During the years ended December 31, 2001 and 2000, the Plan's investments appreciated (depreciated) in fair value as determined by quoted market prices as follows: Year ended December 31 2001 2000 --------------------------------------- Mutual funds and pooled accounts $ (1,011,155) $ (609,083) Commerce Bancorp, Inc. Common Stock 1,351,506 3,333,799 Self-directed accounts 294,873 4,015,025 --------------------------------------- $ 635,224 $ 6,739,741 ======================================= Investments that represent 5% or more of the fair value of the Plan's assets are as follows: December 31 2001 2000 --------------------------------------- Commerce Bancorp, Inc. Common Stock $ 26,075,870 $ 23,819,573 Provident Domestic Aggressive Fund 5,216,624 5,063,420 Provident Domestic Moderate Fund 2,868,261 - 4. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated October 17, 1998, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. The plan has been amended since receiving the determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain the qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. 7 Commerce Bancorp, Inc. 401(k) Retirement Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) Description of investment, including maturity date, Identity of Issue, Borrower, rate of interest, par or Current Lessor or Similar Party maturity value Value - --------------------------------------------------------------------------------------------------------------------------- Commerce Bancorp, Inc.* 662,834 shares $26,075,870 Mutual Funds and Pooled Accounts Provident Stable Value Fund 1,727,353 units 2,146,316 Provident Global Aggressive Fund 132,779 units 1,980,207 Provident Domestic Aggressive Fund 359,796 units 5,216,624 Provident Domestic Moderate Fund 182,204 units 2,868,261 Provident Domestic Conservative Fund 63,574 units 876,048 Deutsche Equity 500 IX Fund 107,048 units 1,011,266 American Ultra Fund 124,666 units 1,039,306 Janus Adviser WW GW Fund 133,383 units 1,298,904 Fidelity VIP II Contra Fund 101,218 units 973,284 Fixed Income Fund 2,287 units 2,287 ---------------- 17,412,503 Self-Directed Accounts Alliance Capital Reserves 2,449,790 units 2,449,790 AIM Basic Value Fund 832 units 22,773 Ft Unit 532 10 Uncommn 9,137 units 81,959 Massachusetts Investors Growth Class B 24,849 units 299,185 Massachusetts Investors Growth Class C 25 units 301 MFS Bd Fund Class B 4,527 units 55,906 MFS Govt LTD Mat Fund 8,446 units 70,103 MFS Ser TR 1 2,386 units 46,141 Munder FDS Future Tech CL II 1,000 units 4,260 Munder FDS Inc. Intl Netnet FD CL II 1,000 units 2,530 Nuveen Eqty Port 01 UT Peroni Grwth Prt Mid Yr 2,979 units 30,743 Nuveen Eqty Port UT 2001 Peroni Top Ten Picks 15,550 units 120,512 Pilgrim Mut Fds Worldwide Growth FD CL B 492 units 9,133 Pimco FDS Low Duration FD CL C 958 units 9,647 Pimco FDS Multi Mgr Ser Small Cap Value CL C 320 units 6,157 Rydex Ser TR US 71 units 4,883 Selected Amer Shs Inc. 281 units 8,703 Acclaim Entertainment 500 shares 2,650 8 Commerce Bancorp, Inc. 401(k) Retirement Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued) Description of investment, including maturity date, Identity of Issue, Borrower, rate of interest, par or Current Lessor or Similar Party maturity value Value - --------------------------------------------------------------------------------------------------------------------------- ADC Telecomm, Inc. 200 shares 920 Allete Com 550 shares 13,860 Alpha Pro Tech LTD 1,000 shares 880 American Express Company 800 shares 28,552 American Tower Corp. 250 shares 2,368 Ametek Inc. 250 shares 7,973 AOL Time Warner Inc. 8,285 shares 265,948 Aphton Corp. 100 shares 1,460 Applera Corp. 67 shares 1,788 Applied Materials Inc. 500 shares 20,050 Ariba Inc. 2,000 shares 12,320 Artesian Res Corp 1,000 shares 30,940 Arthur J Gallagher & Co. 100 shares 3,449 Astec Industries Inc. 200 shares 2,892 At Home Corp. Ser A 500 shares 3 AT&T Corp. 1,737 shares 31,509 AT&T Wireless Group 1,058 shares 15,203 Avaya Inc. 49 shares 595 B M C Software Inc. 300 shares 4,911 Bio Technology Gen Corp. 500 shares 4,115 Black and Decker Corp. 200 shares 7,546 Bristol Myers Squibb Co. 900 shares 45,900 Calpine Corp. 250 shares 4,197 Campbell Soup Co. 400 shares 11,948 Captaris Inc. 1,000 shares 3,690 Cell Pathways Inc. 250 shares 1,740 Cendant Corp. 1,000 shares 19,610 Chevrontexaco Corp. 242 shares 21,686 Children's Place Retail Stores 100 shares 2,715 Cisco Systems, Inc. 23,000 shares 416,530 Citigroup, Inc. 504 shares 25,442 Citrix Systems Inc. 4,000 shares 90,640 CMGI Inc. 500 shares 815 Coca-Cola Company 200 shares 9,430 Commerce One Inc. Del 200 shares 714 Commonwealth Bancorp, Inc. 500 shares 11,075 9 Commerce Bancorp, Inc. 401(k) Retirement Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued) Description of investment, including maturity date, Identity of Issue, Borrower, rate of interest, par or Current Lessor or Similar Party maturity value Value - --------------------------------------------------------------------------------------------------------------------------- Compaq Computer Corp. 700 shares 6,832 Conseco, Inc. 900 shares 4,014 Corning, Inc. 3,500 shares 31,220 Covad Communications Group Inc. 250 shares 715 Dell Computer Corp. 8,000 shares 217,440 Diversinet Corp. 1,000 shares 1,220 Doubleclick, Inc. 1,525 shares 17,293 Dow Chemical Company 500 shares 16,890 Duke Energy Corp. 300 shares 11,778 Dycom Industries, Inc. 500 shares 8,355 E M C Corp Mass 250 shares 3,360 Eaton Vance Income Trust 10,000 shares 78,600 Electronics Boutique Hldgs Corp. 500 shares 19,970 Enron Corp. 500 shares 300 Ericsson L M Tel Co. 1,100 shares 5,742 Esoft Inc. 2,000 shares 1,620 Europe FD Inc. 200 shares 2,080 Exodus Commns Inc. 4,100 shares 160 Exxon Mobile Corp. 500 shares 19,650 First Keystone Financial 100 shares 1,393 Ford Motor Co New 700 shares 11,004 Foster Wheeler LTD 1,000 shares 5,100 Fourthstage Tech Inc. 666 shares 147 Franklin Resources Inc. 500 shares 17,635 Gadzoox Networks Inc. 200 shares 140 Gemstar TV Guide Intl Inc. 100 shares 2,770 General Electric Co 5,302 shares 212,504 Genl Amer Invtrs Co. Inc. 122 shares 4,083 Gereral Motors Corp. New CL H 159 shares 2,457 Global Crossing LTD 4,250 shares 3,570 Halliburton Co. 1,250 shares 16,375 Harley Davidson, Inc. 510 shares 27,698 Healthcare Recoveries, Inc. 500 shares 2,300 Hearx Ltd. 100 shares 80 Heilig Meyers, Co. 765 shares 3 Hewlett-Packard Company 200 shares 4,108 Hilton Hotels Corp. 700 shares 7,644 Home Depot, Inc. 1,972 shares 100,591 Immunex Corp. 250 shares 6,928 10 Commerce Bancorp, Inc. 401(k) Retirement Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued) Description of investment, including maturity date, Identity of Issue, Borrower, rate of interest, par or Current Lessor or Similar Party maturity value Value - --------------------------------------------------------------------------------------------------------------------------- Indymac Bancorp, Inc. 500 shares 11,690 Infospace Inc. 1,000 shares 2,050 Intel Corp. 3,700 shares 116,365 Intl Business Mach Corp 72 shares 8,709 Invacare Corp. 100 shares 3,371 ITXC Corp. 1,800 shares 12,942 J P Morgan Chase & Co. 500 shares 18,175 Jagnotes.Com Inc. 2,000 shares 560 JDS Uniphase Corp. 2,048 shares 17,776 Johnson & Johnson Common 100 shares 5,910 Juniper Networks Inc. 2,000 shares 37,900 Kensey Nash Corp. 500 shares 9,000 Kraft Foods CL A 400 shares 13,612 Lifecell Ind 500 shares 1,135 LSI Logic Corp. 1,000 shares 15,780 Lucent Technologies 4,500 shares 28,350 Macromedia Inc. 250 shares 4,450 MBNA Corp. 150 shares 5,280 McDonalds Corp. 500 shares 13,235 Medtronic, Inc. 300 shares 15,363 Merck & Co. 1,000 shares 58,800 Meritor Savings Bank 1,000 shares 1,630 Merrill Lynch & Co., Inc. 500 shares 26,060 Metromedia Fiber Ntwk Inc CL A 1,000 units 440 Mevc Draper Fisher Jurvetson Fund I Inc. 3,250 units 32,435 Microsoft Corporation 5,542 shares 367,158 Minnesota Mining & Mfg Co. 100 shares 11,821 Morgan Stanley Dean Witter & Co. 500 shares 27,970 Morgan Stanley Dean Witter Energing Markets Inc. 200 units 1,726 NASDAQ-100 Trust SR 1 256 shares 9,961 NCO Group Inc. 250 shares 5,725 Neoforma.com Inc. 50 shares 1,458 Nokia Corp Spons ADR 8,684 shares 213,019 Nortel Networks CRP 500 shares 3,730 Novell Inc. 500 shares 2,295 North Fork Bancorp Inc. 500 shares 15,995 Omi Corp. 300 shares 1,194 Opentv Corp. CL A 723 shares 5,979 Oracle Corp. 6,940 shares 95,841 11 Commerce Bancorp, Inc. 401(k) Retirement Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued) Description of investment, including maturity date, Identity of Issue, Borrower, rate of interest, par or Current Lessor or Similar Party maturity value Value - --------------------------------------------------------------------------------------------------------------------------- Palm, Inc. 500 shares 1,940 Park Place Entertainment Corp. 700 shares 6,419 Pep Boys Manny Moe & Jack 2,000 shares 34,300 Pepsico Incorporated 200 shares 9,738 Peregrine Pharmeceutical Inc. 500 shares 1,715 Perrigo Co. 500 shares 5,910 PetSmart, Inc. 500 shares 4,920 Pfizer Incorporated 225 shares 8,966 Pharmacia Corp. 450 shares 19,193 Phil Suburban Corp. 781 shares 17,612 PMC-Sierra Inc. 25 shares 532 Premier Laser Systems 9,000 shares 27 Progress Financial Corp. 1,050 shares 7,875 Pumatech, Inc. 1,000 shares 2,580 Qlogic Corp. 527 shares 23,457 Qualcomm Inc. 250 shares 12,625 Rag Shops, Inc. 1,000 shares 2,700 Rite Aid Corp. 1,500 shares 7,590 Sabine Rlty TR 500 units 10,905 Safeguard Scientifics Inc. 400 shares 1,400 Saxt Inc. 1,000 shares 30 SBC Communications Inc. 200 shares 7,834 Schlumberger Ltd. 501 shares 27,530 Schwab Charles Corp 150 shares 2,321 Scientific Atlanta, Inc. 1,250 shares 29,925 Scudder New Asia FD Inc. 200 shares 1,692 Siebel Systems Inc. 50 shares 1,399 Silver Standard Res Inc. 500 shares 1,325 Sk Telecom Ltd Ard 100 shares 2,162 Solectron Corp. 461 shares 5,200 Sonicblue Inc. 250 shares 1,010 Spartech Corp. 500 shares 10,275 Spectrum Control Inc. 700 shares 3,675 Speechworks Intl Inc. 95 shares 1,069 St Jude Medical Inc. 400 shares 31,060 Standard & Poors Depository Receipts 150 shares 17,145 Storage Technology 400 shares 8,268 Strategic Solutions Group 500 shares 40 Sun Microsystems Inc. 6,220 shares 76,506 12 Commerce Bancorp, Inc. 401(k) Retirement Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued) Description of investment, including maturity date, Identity of Issue, Borrower, rate of interest, par or Current Lessor or Similar Party maturity value Value - --------------------------------------------------------------------------------------------------------------------------- Sunbeam Corp. 125 shares 6 Synopsys Inc. 500 shares 29,535 Tellabs Inc. 200 shares 2,992 Texas Instruments, Inc. 350 shares 9,800 Thistle Group Holdings 20,615 shares 202,027 Toll Brothers, Inc. 100 shares 4,390 Tommy Hilfiger Corp. 250 shares 3,438 Transocean Sedco Forex Inc. 96 shares 3,247 Trex Inc. 250 shares 4,748 Tyco Intl LTD 100 shares 5,890 Union Community Bancorp 1,700 shares 23,460 Union Planters Corp. 500 shares 22,565 United Parcel Svc Inc. 100 shares 5,450 Unity Bancorp, Inc. 1,000 shares 6,500 Universal Display Corp. 1,250 shares 11,375 Usinternetworking Inc. 500 shares 100 Viatel Inc. 300 shares 6 Wal-Mart Stores Inc. 1,100 shares 63,305 Walt Disney Company 2,550 shares 52,836 Webb Interactive Svcs 200 shares 142 Widecom Group Inc. 625 shares 25 Worldcom Inc. GA New MCI Group 18 shares 229 Worldcom Inc. Worldcom Group 52 shares 732 Worldgate Commn Inc 1,550 shares 3,875 Xerox Corp 1,000 shares 10,420 Xilnx Inc. 100 shares 3,905 Yardville Natl Bancorp 150 shares 1,875 Zeroplus.com Inc. 4,400 shares 7 Bank America Corp Sub Notes $100,000 principal, 8.375% due March 15, 2002 101,174 Cit Group Inc. Sr. Notes $100,000 principal, 7.125% due October 15, 2004 105,838 Delaware River Port Auth $50,000 principal, 5.940% due January 1, 2003 51,119 Federal Home Loan Bank $25,000 principal, 7.25% due February 10, 2005 26,320 Federal Home Loan Bank Strips $100,000 principal, 9.5% due February 25, 2003 96,512 13 Commerce Bancorp, Inc. 401(k) Retirement Plan Schedule H, Line 4i - Schedule of Assets (Held at End of Year) (continued) Description of investment, including maturity date, Identity of Issue, Borrower, rate of interest, par or Current Lessor or Similar Party maturity value Value - --------------------------------------------------------------------------------------------------------------------------- Federal Natl Mtg Assn $250,000 principal, 6.5% due August 15, 2004 267,421 General Motors Accpt Corp. $250,000 principal, 7.75% due January 19, 2010 256,983 General Motors Accpt Corp. $100,000 principal, 7.48% due February 28, 2003 103,884 Middlesex County NJ Gen $100,000 principal, 6.20% due June 15, 2012 100,128 U. S. Treasury Strips $320,000 principal, due November 15, 2005 274,700 ---------------- 8,713,278 Participant contribution receivable 230,893 Employer contribution receivable 572,942 Loans receivable from participants, with interest rates ranging from 8.75% to 10.15% 405,683 ---------------- $53,411,169 ================ * Indicates Party-in-interest to the Plan "Cost" is not required for Participant Directed Accounts 14 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, 2000 to be signed on its behalf by the undersigned thereunto duly authorized. COMMERCE BANCORP, INC. Date: June 28, 2002 By: /s/ Douglas J. Pauls ----------------------------- Douglas J. Pauls Senior Vice President and Chief Accounting Officer