SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
Under the Securities Exchange Act of 1934
SCHEDULE 13G
Amendment No. 1
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Commerce Bancorp, Inc.
---------------------------
(Name of Issuer)
Common Stock
-------------------------------
(Title of Class of Securities)
200519106
-----------------
(CUSIP Number)
January 31, 2004
--------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 1 of 6 Pages
SCHEDULE 13G
CUSIP No. 200519106 Page 2 of 6 Pages
-------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gilder, Gagnon, Howe & Co. LLC
13-3174112
-------------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
-------------------------------------------------------------------------------
3) SEC USE ONLY
-------------------------------------------------------------------------------
4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
-------------------------------------------------------------------------------
5) SOLE VOTING POWER
NUMBER 94,951
OF ------------------------------------------------------
SHARES 6) SHARED VOTING POWER
BENEFICIALLY
OWNED BY None
EACH ------------------------------------------------------
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON
WITH None
------------------------------------------------------
8) SHARED DISPOSITIVE POWER
9,046,104
-------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,046,104
-------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.9%
-------------------------------------------------------------------------------
12) TYPE OF REPORTING PERSON
BD
-------------------------------------------------------------------------------
Schedule 13G
------------
Item 1(a). Name of Issuer:
Commerce Bancorp, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Commerce Atrium
1701 Route 70 East
Cherry Hill, NJ 08034
Item 2(a). Name of Person Filing:
Gilder, Gagnon, Howe & Co. LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
1775 Broadway, 26th Floor
New York, NY 10019
Item 2(c). Citizenship:
New York
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
200519106
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [x] Broker or Dealer Registered Under Section 15 of the Act (15
U.S.C. 78o)
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c)
(c) |_| Insurance Company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c)
(d) |_| Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e) |_| Investment Adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E)
(f) |_| Employee benefit plan or endowment fund in accordance with
ss. 240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company or control person in accordance
with ss.240.13d-1(b)(ii)(G)
(h) |_| Savings Association as defined in ss.3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| Church plan that is excluded from the definition of an
investment company under ss.3(c)(15) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3)
(j) |_| Group, in accordance with ss.240.13d-1(b)(ii)(J)
Item 4. Ownership.
(a) Amount beneficially owned: 9,046,104
(b) Percent of class: 11.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 94,951
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
None
(iv) Shared power to dispose or to direct the disposition
of: 9,046,104
The shares reported include 6,284,404 shares held in customer
accounts over which partners and/or employees of the Reporting
Person have discretionary authority to dispose of or direct the
disposition of the shares, 2,666,749 shares held in accounts owned
by the partners of the Reporting Person and their families, and
94,951 shares held in the account of the profit-sharing plan of the
Reporting Person ("the Profit-Sharing Plan").
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The owners of the accounts (including the Profit-Sharing Plan) in which the
shares reported on this Schedule are held have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
---------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
February 10, 2004
-----------------------------------
Date
/s/ Walter Weadock
-----------------------------------
Signature
Walter Weadock, Member
-----------------------------------
Name/Title