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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): August 21, 1996
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 No.)
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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ITEM 5. OTHER EVENTS.
On August 21, 1996, the Registrant consummated the repurchase of 1,250,100
shares of its common stock, $0.01 par value (the "Common Stock"), from CAI
Corporation ("CAI"), a Dallas-based investment company, for an aggregate
purchase price of $48.9 million, consisting of cash consideration of $28.2
million and surrender of a warrant (valued at $20.7 million) which would have
enabled the Registrant to purchase 99 shares of non-voting common stock of CAI.
The repurchased shares represented 8.3% of the outstanding shares of the Common
Stock prior to the repurchase. After repurchase, a total of 13,844,036 shares
of Common Stock remain issued and outstanding as of August 21, 1996. The cash
portion of the repurchase was financed by a loan from a financial institution
secured by 1,403,200 shares or 15.6% of the outstanding common stock of
Commercial Federal Bank, a Federal Savings Bank (the "Bank"), a wholly owned
subsidiary of the Registrant. As consideration, the Registrant also reimbursed
CAI for certain expenses incurred in connection with its ownership of the shares
and paid CAI cash in lieu of the pro rata portion of any dividend CAI otherwise
would have received for the current quarter ended September 30, 1996.
Concurrent with the close of the repurchase, two directors of the
Registrant, Robin R. Glackin and Steven M. Ellis, who also serve as executive
officers of CAI, resigned from the Registrant's Board of Directors. In
addition, CAI and each of its shareholders agreed that, for a period of 60
months, they will not (i) directly or indirectly acquire, agree to acquire or
make any proposal to acquire, any securities of the Registrant or any of its
subsidiaries, any warrant or option to acquire any such securities, or any
security convertible into or exchangeable for any such securities, (ii) seek or
propose any merger or business combination or similar transaction involving the
Registrant or any of its subsidiaries, (iii) make or participate in any proxy
solicitation with respect to any securities of the Registrant or its
subsidiaries, (iv) form or participate in any "group" (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any
securities of the Registrant or its subsidiaries, (v) otherwise seek to control
or influence the management or Board of Directors of the Registrant or any of
its subsidiaries, or (vi) have any discussions with any party regarding any of
the foregoing. CAI and the Registrant have each agreed to waive and release all
claims against the other and the Registrant has agreed to indemnify CAI and its
directors, officers and affiliates against certain derivative claims.
For additional information regarding the repurchase, please see the
Registrant's press release dated August 21, 1996 which is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit 99.1 Press Release Dated August 21, 1996
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SIGNATURES
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 hereunto duly authorized.
COMMERCIAL FEDERAL CORPORATION
By: /s/ James A. Laphen
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James A. Laphen, President and Chief
Operating Officer (Duly Authorized
and Chief Financial Officer and
Principal Financial Office)
Date: August 26, 1996
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[LETTERHEAD OF COMMERCIAL FEDERAL APPEARS HERE]
EXHIBIT 99.1
News Release
Date: August 21, 1996
Contact: Stan R. Blakey
Vice President & Director of Investor Relations
(402) 390-6553
FOR IMMEDIATE RELEASE
Omaha, Nebraska (August 21, 1996)-Commercial Federal Corporation today
announced that it has repurchased the 1,250,100 shares of its common stock
currently owned by CAI Corporation, a Dallas-based investment company. This
transaction follows Commercial Federal's August 6, 1996, purchase of a warrant
from El Paso Electric Company which enabled it to become a shareholder of CAI
Corporation. Commercial Federal will exchange aggregate consideration of
approximately $48.9 million, consisting of cash and the warrant, for the
1,250,100 shares. It is Commercial Federal's intention that a substantial
portion of the repurchased shares--which represent approximately 8.3 percent of
the Company's outstanding shares--will be retired.
"As a result of this transaction, Commercial Federal has significantly
enhanced stockholder value through the repurchase of our own shares," said
William A. Fitzgerald, chairman of the board and chief executive officer of
Commercial Federal. Commercial Federal's management currently anticipates that
this acquisition will be accretive to the Company's future annual earnings by as
much as 5.0 to 6.0 percent.
"This is an investment by Commercial Federal in what we perceive to be
a very valuable asset--namely Commercial Federal," added Mr. Fitzgerald.
"Obviously, the Board of Directors and management of Commercial Federal believe
in the value and the potential of the Company's stock. After careful analysis of
the Company's financial position and growth prospects, the
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benefits of this transaction were impossible to ignore. As always, our strategy
remains focused on exploring all strategic alternatives that will create added
value for our stockholders."
In addition, Commercial Federal today announced that Robin R. Glackin,
president and chief executive officer of CAI Corporation, and Steven M. Ellis,
senior vice president and treasurer of CAI Corporation, have resigned, effective
today, from Commercial Federal's Board of Directors. As part of the arrangement
between the parties, Commercial Federal has agreed to pay certain expenses of
CAI Corporation.
Commercial Federal Corporation, with assets of approximately $6.6
billion, is the parent company of Commercial Federal Bank, a federal savings
bank which operates 98 retail offices in Nebraska, Colorado, Kansas, Oklahoma
and Iowa. In addition to retail banking, Commercial Federal operations include
mortgage banking, consumer financing, insurance and stock brokerage.
Commercial Federal shares are traded on the New York Stock Exchange
under the symbol "CFB."
