Commerce shareholders speak out
Several aspects of the Cherry Hill bank's sale drew fire, but the deal was given approval.
Commerce Bancorp Inc. shareholders vented long and loud yesterday at a special meeting on the Cherry Hill company's sale to Toronto-Dominion Bank.
For more than an hour, shareholders badgered company officials about why proceeds from the sale are taxable, about the sale of Commerce Banc Insurance Services Inc. to George E. Norcross III, and about why the sale had to happen at all.
"If none of these deals was so good for stockholders, why did you consider selling the company?" asked Kenneth M. Kite, a Cherry Hill resident and shareholder since 1992.
Kite's question came after H. Rodgin Cohen, an outside counsel for Commerce, explained that Toronto-Dominion's offer was the only substantial bid and that the Canadian bank had demanded that the deal be taxable to shareholders.
Len Dixon, a founding shareholder of the bank and advertising executive whose company has worked for Commerce, was upset that the meeting did not include a tribute to Vernon W. Hill II, who started the bank in 1974. He dropped the microphone to start his own round of applause.
Dixon's outburst prompted Morton N. Kerr, one of the bank's original directors, to jump up and attempt to put to rest the shareholder concern that the directors had pushed Hill out.
"In no way did we force Vernon Hill to retire," Kerr said. He said Hill had made his decision because the bank might win a battle with federal regulators, but it would not win the war. Kerr is one of the directors Hill is suing for severance.
For Kerr and other original shareholders, the potential gains are huge. He said 100 shares bought for $1,500 in 1974 were now worth $320,000.
Those gains, as well as those of shorter-term shareholders, were at risk in the current financial climate, Robert D. Falese Jr., Commerce Bank's president and chief executive, said in response to questions about why the bank had accepted the price it did.
Of interest to Richard Yeager, who designed Commerce's logo in the 1970s and has been a shareholder since 1973, was the fate of the brand.
"I just hope they are smart," he said of Toronto-Dominion.
Shareholders approved the sale by an overwhelming margin, as expected.