COMMERCIAL FEDERAL CORP
8-A12B, 1995-07-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549

                                   --------

                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


                        COMMERCIAL FEDERAL CORPORATION
- --------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


              NEBRASKA                                       47-0658852
- ----------------------------------------          ------------------------------
(State of Incorporation or Organization)                 (I.R.S. Employer 
                                                        Identification No.)

2120 SOUTH 72ND STREET, OMAHA, NEBRASKA                        68124
- ----------------------------------------          ------------------------------
(Address of principle executive offices)                     (zip code)


If this Form relates to the                If this Form relates to the
registration of a class of debt            registration of a class of debt
securities and is effective upon filing    securities and is to become effective
pursuant to General                        simultaneously with the
Instruction A(c)(1) please check the       effectiveness of a concurrent
following box.                             registration statement under the
                 [_]                       Securities Act of 1933 pursuant to
                                           General Instruction A(c)(2) please
                                           check the following box.     
                                                                       [_]


Securities to be registered pursuant to Section 12(b) of the Act:

         TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH
         TO BE SO REGISTERED                    EACH CLASS IS TO BE REGISTERED
         -------------------                    ------------------------------

Common Stock, par value $.01 per share             New York Stock Exchange
- --------------------------------------          ------------------------------

- --------------------------------------          ------------------------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                     NONE
- --------------------------------------------------------------------------------
                               (Title of class)


- --------------------------------------------------------------------------------
                               (Title of class)
<PAGE>
 
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

        The information required by this Item is included in the Prospectus 
dated July 1, 1992 which is part of the Registrant's Statement on Form S-1 (File
No. 33-47249) in the sections captioned "Description of Capital Stock" (pages 
89-92), "Market for the Common Stock and Dividend Policy" (page 18), and 
"Restrictions on Acquisition of the Bank and the Company" (pages 85-89), which 
sections are incorporated herein by reference.

ITEM 2. EXHIBITS.

        The following exhibits are being filed with the New York Stock Exchange,
but are not being filed with, and are not incorporated by reference in, copies 
of this registration statement filed with the Securities and Exchange 
Commission:

        1.     Prospectus dated July 1, 1992 with respect to the offering of the
               Registrant's common stock, par value $.01 per share.

        2.     Registrant's Annual Report on Form 10-K for the fiscal year ended
               June 30, 1994.

        3.     Registrant's Quarterly Reports on Form 10-Q for the quarters 
               ended September 30, 1994, December 31, 1994 and March 31, 1995.

        4.     Registrant's Current Reports on Form 8-K dated July 21, 1994, 
               September 13, 1994, September 20, 1994, November 1, 1994,
               November 18, 1994 and April 28, 1995.

        5.     Registrant's definitive Proxy Statement filed with the Commission
               on October 21, 1994 pursuant to Section 14 of the Securities
               Exchange Act of 1934.

        6.     Articles of Incorporation of Commercial Federal Corporation.

        7.     Bylaws of Commercial Federal Corporation, as amended and 
               restated.

        8.     Shareholder Rights Agreement between Commercial Federal 
               Corporation and Manufacturers Hanover Trust Company.

        9.     Form of Certificate of Common Stock of Commercial Federal 
               Corporation.

       10.     Registrant's 1994 Annual Report to Stockholders.

     
<PAGE>
 
                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act 
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                        COMMERCIAL FEDERAL CORPORATION
                                        ------------------------------
                                        (Registrant)





Date: July 13, 1995                     By: /s/ James A. Laphen
                                            ----------------------------------
                                            James A. Laphen
                                            President, Chief Operating Officer
                                            and Chief Financial Officer


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