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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): May 16, 1996
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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 six pages.
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COMMERCIAL FEDERAL CORPORATION
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FORM 8-K
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CURRENT REPORT
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Item 5. Other Events:
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On May 16 1996, Commercial Federal Corporation (the "Registrant" or "Commercial
Federal") entered into a Reorganization and Merger Agreement (the "Agreement")
by and among the Registrant, Commercial Federal Bank, a Federal Savings Bank, a
wholly-owned subsidiary of the Registrant (the "Bank"), Heritage Financial Ltd.
("Heritage") and Hawkeye Federal Savings Bank, a wholly-owned subsidiary of
Heritage ("Hawkeye Federal"). Under the terms of the Agreement, the Registrant
will acquire in a tax-free reorganization all 180,762 of the outstanding shares
of Heritage's common stock. Each of the shares of Heritage's common stock will
be exchanged for approximately 84 percent common stock of Commercial Federal and
16 percent cash. The Registrant's common stock to be exchanged will be based on
the final exchange ratio determined by the average closing price of Commercial
Federal common stock during a 20 consecutive trading day prior to closing. Based
on Commercial Federal's closing stock price on May 14, 1996, the transaction has
an aggregate value of approximately $21.1 million, or $116.50 per share.
Additional cash consideration may be paid to Heritage shareholders pending the
final disposition of an impaired asset of Hawkeye Federal.
Hawkeye Federal, headquartered in Boone, Iowa, operates six branches located in
central Iowa. At April 30, 1996, Heritage had total assets of approximately
$185.9 million, deposits of approximately $159.9 million and stockholders'
equity of approximately $14.0 million.
This proposed acquisition, which is subject to receipt of regulatory approvals
and the approval of Heritage's shareholders, is expected to be completed by
October 31, 1996. For additional information, see the Registrant's press
release dated May 16, 1996, which is attached hereto as Exhibit 99 and
incorporated by reference herein.
Management of the Registrant has deemed this proposed acquisition not material
given the estimated effect of Heritage on the Registrant's financial condition
and results of operations, and therefore not a transaction reportable under Item
2 of Form 8-K. Accordingly, financial statements of the businesses acquired and
pro forma financial information relating to Item 7 are not required and will not
be furnished.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c). Exhibits:
Exhibit 99: Press Release dated May 16, 1996
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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: May 20, 1996 /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)
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EXHIBIT 99
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Press Release Dated May 16, 1996
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[COMMERCIAL FEDERAL LETTERHEAD APPEARS HERE]
Date: May 16, 1996
Contact: Stan R. Blakey
Vice President and Director of Investor Relations
(402) 390-6553
FOR IMMEDIATE RELEASE
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Omaha, Nebraska (May 16, 1996)--Commercial Federal Corporation today
announced that it has entered into a definitive agreement to acquire Heritage
Financial Ltd., parent company of Hawkeye Federal Savings Bank, headquartered
in Boone, Iowa. Following the acquisition, the parties intend that Hawkeye
Federal will be merged with and into Commercial Federal Bank, a wholly-owned
subsidiary of Commercial Federal Corporation.
In this transaction, Commercial Federal will acquire, through a tax-free
reorganization, the 180,762 outstanding shares of Heritage Financial's common
stock in exchange for merger consideration consisting of approximately 84
percent stock and 16 percent cash. Based on Commercial Federal's closing stock
price on May 15, 1996, the transaction has an aggregate value of approximately
$21.1 million, or $116.50 per share. The final exchange ratio for the stock
consideration to be received by Heritage shareholders will be determined by the
average closing price of Commercial Federal common stock during a 20 consecutive
trading day period prior to closing. Additional cash consideration may be paid
to Heritage Financial shareholders pending the disposition of an impaired asset.
Hawkeye Federal operates six offices (Boone, Carroll, Ogden, Lake City,
Madrid and
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Manning) in central Iowa. Hawkeye Federal has assets of approximately $185.8
million, deposits of approximately $160.1 million and stockholders' equity of
approximately $13.5 million.
"This acquisition further enhances Commercial Federal's five-state
retail franchise and our future earnings potential. The transaction will benefit
the customers and shareholders of both institutions," said William A.
Fitzgerald, chairman of the board and chief executive officer of Commercial
Federal.
The purchase, which is subject to regulatory approvals, Heritage
Financial's shareholders' approval and other conditions, is expected to close
during October 1996.
Commercial Federal is being represented in this transaction by Merrill
Lynch, while Heritage Financial is being represented by Hovde Financial.
Since October 1993, Commercial Federal will have acquired 56 offices and
approximately $1.8 billion in deposits through seven separate acquisitions in
Nebraska, Oklahoma, Kansas and Iowa.
Commercial Federal Corporation is the parent company of Commercial
Federal Bank, which currently operates 98 branches in Nebraska (34), Colorado
(20), Oklahoma (19), Kansas (24) and Iowa (1). In addition to retail banking,
Commercial Federal operations include mortgage banking, consumer financing,
insurance and stock brokerage.
As of March 31, 1996, Commercial Federal had assets of approximately
$6.6 billion and deposits of approximately $4.3 billion. Commercial Federal
Corporation common shares are traded on the New York Stock Exchange under the
symbol "CFB."
