<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 1996
-----------------
COMMERCIAL FEDERAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEBRASKA 1-11515 47-0658852
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
2120 SOUTH 72nd STREET, OMAHA, NEBRASKA 68124
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (402) 554-9200
--------------
NOT APPLICABLE
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
The original document is comprised of seven pages.
1
<PAGE>
COMMERCIAL FEDERAL CORPORATION
------------------------------
FORM 8-K
--------
Item 5. Other Events:
- ---------------------
On November 18, 1996, the Board of Directors of Commercial Federal
Corporation (the Corporation) authorized a three-for-two stock
split to be effected in the form of a 50 percent stock dividend.
Par value will remain at $.01 per share. The Board also declared a
quarterly cash dividend of $.07 per common share which represents
an increase of five percent from last quarter when the Corporation
paid 6.67 cents per common share after adjusting for the three-for-
two split. The stock and cash dividend, payable to stockholders of
record as of December 31, 1996, will be paid on January 14, 1997.
Item 7. Financial Statements and Exhibits:
- ------------------------------------------
(c) Exhibits:
Exhibit 99. Press Release dated November 19, 1996.
2
<PAGE>
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 thereunto duly authorized.
COMMERCIAL FEDERAL CORPORATION
------------------------------
(Registrant)
Date: November 19, 1996 /s/ James A. Laphen
----------------- ------------------------------
James A. Laphen, President, Chief Operating
Officer and Chief Financial Officer (Duly
Authorized and Principal Financial Officer)
Date: November 19, 1996 /s/ Gary L. Matter
----------------- ------------------------------
Gary L. Matter, Senior Vice President,
Controller and Secretary (Principal
Accounting Officer)
3
<PAGE>
EXHIBIT 99
----------
Press Release Dated November 19, 1996
<PAGE>
[LOGO OF COMMERCIAL FEDERAL APPEARS HERE]
EXHIBIT 99
News Release
November 19, 1996
Date:
Stan R. Blakey
Contact:
Vice President and Director of Investor Relations
(402) 390-6553
FOR IMMEDIATE RELEASE
- ---------------------
COMMERCIAL FEDERAL DECLARES A 3-FOR-2 STOCK SPLIT
AND A 5% INCREASE IN ITS CASH DIVIDEND
Omaha, Nebraska (November 19, 1996)- Stockholders attending Commercial
Federal Corporation's 1996 Annual Meeting were told that Commercial Federal's
Board of Directors had authorized a three-for-two stock split in the form of a
50 percent stock dividend and an increase of 5 percent in the cash dividend
payment. The new cash dividend rate of $0.07 per share will apply to the new
shares issued as a result of the stock dividend. The stock and cash dividend
will be payable to stockholders of record as of December 31, 1996, and will be
paid on January 14, 1997.
During the annual meeting, stockholders elected Robert D. Taylor and
Aldo J. Tesi to two-year terms on the Corporation's Board of Directors to fill
the unexpired terms of two directors who had resigned in August 1996. Mr. Taylor
is a director and consultant with Taylor Financial, based in Wichita, Kansas,
and formerly served as chairman of the board and chief executive officer of
Railroad Financial Corporation. Mr. Tesi is the president of First Data
Resources, and Omaha-based subsidiary of First Data Corporation. In addition,
stockholders reelected Robert F. Krohn, Charles M. Lillis and Robert S. Milligan
to three-year terms on the Corporation's Board of Directors. Mr. Krohn, a former
chairman of the board of Commercial Federal, is vice chairman and chief
executive officer of PSI Group, Inc. Mr.
<PAGE>
Lillis is president and chief executive officer of US West Media Group, based in
Denver, Colorado. Mr. Milligan is chairman of the board and chief executive
officer of MI Industries, headquartered in Lincoln, Nebraska. Stockholders also
approved the Company's 1996 Stock Option and Incentive Plan and voted not to
approve a stockholder proposal regarding a sale or merger of the Company.
Presiding at the meeting, William A. Fitzgerald, chairman of the board
and chief executive officer, told stockholders that fiscal 1996 was a period of
substantial growth for their Company. Growth was realized in terms of increased
operating earnings, the size of the retail franchise and, most importantly,
significantly enhanced stockholder value. Some of the highlights of Commercial
Federal's 1996 fiscal year included:
. Record operating earnings of $57.6 million--a 15 percent
increase compared with the previous record high attained one
year earlier;
. The implementation of regular cash dividend payments to
stockholders;
. A 40 percent year-over-year increase in the market value of the
Company's common stock, advancing from $27.25 at the end of
fiscal 1995 to $38.25 at the end of fiscal 1996;
. Increases of 22 percent in stockholders' equity and 16 percent
in book value per common share;
. An increase of 10 percent in the size of the retail franchise;
. The completion of two strategic acquisitions and, subsequent to
the end of the fiscal year (on October 1, 1996), the completion
of yet another acquisition; and
. A 26 percent increase in the number of households served by
Commercial Federal.
<PAGE>
Mr. Fitzgerald reported that fiscal 1997 was off to a very strong start as
the Company had achieved a 19 percent increase in operating earnings in the
first quarter of fiscal 1997 compared with the corresponding period one year
earlier. The market value of Commercial Federal's common stock has further
increased since the end of the 1996 fiscal year to reach an all-time high of
$45.375, as of November 18, 1996-a 19 percent increase.
Stockholders were apprised by Mr. Fitzgerald of the benefits of recent
developments impacting Commercial Federal. These developments--the Company's
repurchase of 1,250,100 shares of its common stock and the enactment of
legislation to recapitalize the Savings Association Insurance Fund--will,
management believes, significantly enhance future stockholder value. Mr.
Fitzgerald also reported on the possible creation of a single charter for all
financial institutions and provided an update on the Company's goodwill lawsuit.
Both issues, he indicated, hold the potential for further benefit to
stockholders.
Commercial Federal Corporation is the parent of Commercial Federal Bank, a
federal savings bank which operates 105 retail offices in Nebraska (34),
Colorado (20), Kansas (25), Oklahoma (19) and Iowa (7). 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."
-30-
