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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): September 11, 1997
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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)
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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 September 11, 1997, Commercial Federal Corporation ("Commercial Federal")
entered into a Reorganization and Merger Agreement (the "Agreement") with First
National Bank Shares, LTD (First National), parent company of First United Bank
and Trust Company (First United). Under the terms of the Agreement, Commercial
Federal will acquire in a tax-free reorganization all of the outstanding shares
of First National's common stock. The precise exchange ratio will be determined
based upon the average closing price of Commercial Federal's common stock during
a twenty consecutive trading day period prior to closing. Based on Commercial
Federal's closing price on September 11, 1997, the transaction would result in
the exchange of approximately 661,905 shares of Commercial Federal's common
stock with a total aggregate value of approximately $29.4 million.
First National is headquartered in Great Bend, Kansas, and through its
subsidiary First United, operates seven branches located in Kansas. At August
31, 1997, First National had total assets of approximately $153.8 million,
deposits of approximately $132.1 million and stockholders' equity of
approximately $10.6 million.
This proposed acquisition, which is subject to receipt of regulatory approvals,
First National shareholders' approval and other conditions, is expected to close
in the first calendar quarter of 1998. For additional information, see the
press release dated September 12, 1997, which is attached hereto as Exhibit 99
and incorporated by reference herein.
Management of Commercial Federal has deemed this proposed acquisition not
material given the estimated effect of First National on Commercial Federal's
financial condition and results of operations, and therefore not a transaction
reportable under Item 2, "Acquisition and Disposition of Assets," of Form 8-K.
Accordingly, financial statements of the business acquired and pro forma
financial information relating to Item 7, "Financial Statements, Pro Forma
Financial Information and Exhibits," 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 September 12, 1997
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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)
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Date: September 18, 1997 /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 September 12, 1997
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Date: September 12, 1997
Contact: Investor Relations Department
(402) 390-6553
FOR IMMEDIATE RELEASE
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Omaha, Nebraska (September 12, 1997) - Commercial Federal Corporation today
announced that it has entered into a definitive agreement with First National
Bank Shares, LTD (First National), parent company of First United National Bank
and Trust Company (First United), headquartered in Great Bend, Kansas.
In this transaction, Commercial Federal will acquire, through a tax-free
reorganization, all outstanding shares of First National's common stock. Based
on Commercial Federal's closing stock price on September 11, 1997, the
transaction has an aggregate value of approximately $29.4 million.
First National, through its subsidiary First United, operates seven branch
offices in Kansas and has consolidated assets of approximately $153.8 million,
deposits of approximately $132.1 million and stockholders' equity of
approximately $10.6 million.
"Commercial Federal is excited about the opportunity to serve four
additional markets in west central Kansas. Along with our recently announced
acquisition of Mid-Continent Federal Savings, Commercial Federal will have 40
branch offices and over 70 agencies across the state," said William A.
Fitzgerald, chairman of the board and chief executive officer of Commercial
Federal.
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This acquisition, which will be accounted for as a purchase, is subject to
regulatory approvals, First National stockholders' approval and other conditions
and is expected to close during the first calendar quarter of 1998.
Commercial Federal Corporation is the parent company of Commercial Federal
Bank, which currently operates 107 branches in Nebraska (34), Colorado (20),
Oklahoma (19), Kansas (27) and Iowa (7). In addition to retail banking,
Commercial Federal operations include mortgage banking, consumer financing,
insurance and stock brokerage.
As of June 30, 1997, Commercial Federal had assets of approximately $7.1
billion and deposits of approximately $4.4 billion. Commercial Federal
Corporation common shares are traded on the New York Stock Exchange under the
symbol "CFB."
