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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 2, 1995
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COMMERCIAL FEDERAL CORPORATION
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(Exact name of registrant as specified in its charter)
NEBRASKA 1-11515 47-0658852
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
2120 SOUTH 72nd STREET, OMAHA, NEBRASKA 68124
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (402) 554-9200
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
The original document is comprised of nine pages.
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COMMERCIAL FEDERAL CORPORATION
FORM 8-K
CURRENT REPORT
Item 2. Acquisition and Disposition of Assets:
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On October 2, 1995, Commercial Federal Corporation (the Corporation),
consummated its merger with Railroad Financial Corporation (Railroad),
parent company of Railroad Savings Bank, fsb. Pursuant to the terms of the
merger agreement, Railroad delivered 2,156,232 shares of common stock to
the Corporation in exchange for approximately 1,377,617 shares of the
Corporation's common stock (exchange ratio of .6389 based on an average
closing price of $35.063). Cash will be paid in lieu of fractional shares.
Based on the Corporation's closing common stock price of $35.625 on October
2, 1995, such transaction resulted in an aggregate value approximating
$49.1 million. Railroad operated 18 branches and 71 agency offices
throughout the state of Kansas and at August 31, 1995, had assets of
approximately $626.5 million, deposits of approximately $420.4 million and
stockholders' equity of approximately $28.0 million. This acquisition will
be accounted for as a pooling of interests.
Information regarding the merger is set forth in the Corporation's press
release dated October 2, 1995, attached hereto as Exhibit 99.
Item 5. Other Events:
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On October 4, 1995, the Corporation announced that its Board of Directors
established a quarterly dividend policy. As such, effective October 4,
1995, the Board declared a cash dividend on its common stock of $.10 per
share. Such cash dividend will be payable on October 31, 1995, to
stockholders of record on October 16, 1995.
Information regarding the cash dividend is set forth in the Corporation's
press release dated October 4, 1995, attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits:
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(a) Financial Statements of Business Acquired: To be filed by amendment
as soon as practicable but not later than 60 days from the date this
Current Report Form 8-K is required to be filed, or December 18, 1995.
(b) Pro Forma Financial Information: To be filed by amendment as soon as
practicable but not later than 60 days from the date this Current
Report Form 8-K is required to be filed, or December 18, 1995.
(c) Exhibits:
Exhibit 99. Press release dated October 2, 1995.
Exhibit 99.1. Press release dated October 4, 1995.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMMERCIAL FEDERAL CORPORATION
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(Registrant)
Date: October 17, 1995 /s/ James A. Laphen
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James A. Laphen, President, Chief Operating
Officer and Chief Financial Officer (Duly
Authorized and Principal Financial Officer)
Date: October 17, 1995 /s/ Gary L. Matter
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Gary L. Matter, Senior Vice President,
Controller and Secretary (Principal
Accounting Officer)
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EXHIBIT 99
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Press Release Dated October 2, 1995
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EXHIBIT 99
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[Logo of Commercial Federal here]
News Release
Date: October 2, 1995
Contact: Stan R. Blakey
Vice President and Director of Investor Relations
(402) 390-6553
IMMEDIATE RELEASE
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Omaha, Nebraska (October 2, 1995) - Commercial Federal Corporation (NYSE:
CFB) today reported that it has completed its previously announced acquisition
of Railroad Financial Corporation, parent company of Railroad Savings Bank, fsb,
headquartered in Wichita, Kansas. In this transaction, Commercial Federal
acquired Railroad's 18 full-service offices, 71 agency offices, assets of
approximately $615 million and deposits of approximately $422 million, which
will be merged with Commercial Federal.
Omaha-based Commercial Federal, with assets of approximately $6.6 billion,
now has a total of 91 branches in the states of Nebraska (31), Kansas (23),
Colorado (20) and Oklahoma (17). Commercial Federal is the 18th largest
publicly-held thrift institution in the nation.
"We are extremely pleased to be able to add the high-quality operations of
Railroad Financial to our growing organization," said William A. Fitzgerald,
chairman and chief executive officer of Commercial Federal. "Railroad was a
profitable, well-managed institution that will contribute to our earnings and
marketplace presence. Railroad's former president, Gary Baugh, has joined
Commercial Federal as a senior vice president and state director for our Kansas
operations."
In this transaction, Commercial Federal acquired the 2,116,047 outstanding
shares of common stock of Railroad Financial Corporation.
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During the last 24 months, Commercial Federal has added 41 retail offices
and deposits of approximately $1.4 billion through five separate acquisitions in
Kansas, Oklahoma and Nebraska.
"Financial services to our new Railroad customers will continue without
interruption," Fitzgerald said. "Deposits will be insured by the Federal
Deposit Insurance Corporation, just as they were in the past. In addition, they
are now backed by the strength of our well-capitalized $6.6 billion organization
and our 108 years of banking experience.
"Commercial Federal is anxious to introduce our extensive array of savings,
checking, mortgage loan, consumer loan, insurance and investment products to our
new Kansas customers," Fitzgerald added.
Commercial Federal Corporation is the parent company of Commercial Federal
Bank, a federal savings bank. Commercial Federal shares are traded on the New
York Stock Exchange under the symbol "CFB."
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EXHIBIT 99.1
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Press Release Dated October 4, 1995
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EXHIBIT 99.1
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[Logo of Commercial Federal here]
News Release
Date: October 4, 1995
Contact: Stan R. Blakey
Vice President and Director of Investor Relations
(402) 390-6553
FOR IMMEDIATE RELEASE
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COMMERCIAL FEDERAL ESTABLISHES A CASH DIVIDEND POLICY
Omaha, Nebraska (October 4, 1995) - Commercial Federal Corporation (NYSE:
CFB) today announced that its Board of Directors has established a policy to pay
quarterly cash dividends to shareholders. The initial dividend payment of $.10
per share will be made on October 31, 1995, to shareholders of record as of
October 16, 1995.
"Commercial Federal is very pleased to be able to institute a dividend
payment policy for our shareholders," said Chairman of the Board and Chief
Executive Officer William A. Fitzgerald. "This action by the Board of Directors
reflects the Company's increasing operating earnings and improving capital
base."
While the Board of Directors has formally adopted this policy, the future
payment of dividends is dependent on the Company's financial condition,
earnings, equity, capital needs and economic conditions.
-more-
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Commercial Federal Corporation is the parent company of Commercial Federal
Bank, a $6.6 billion federal savings bank which operates 91 retail branches in
Nebraska, Colorado, Kansas and Oklahoma. The Company is currently awaiting
regulatory approval on its acquisition of Conservative Savings Corporation which
will add nine retail branches--seven in Nebraska and one each in Kansas and
Iowa--and approximately $196 million in deposits to Commercial Federal's
franchise. In addition to retail banking, Commercial Federal operations include
mortgage banking, consumer financing, insurance and stock brokerage.
Commercial Federal Corporation's common stock trades on the New York Stock
Exchange under the symbol "CFB."
