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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): August 18, 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 August 18, 1997, Commercial Federal Corporation ("Commercial Federal")
entered into a Reorganization and Merger Agreement (the "Agreement") with
Liberty Financial Corporation ("Liberty"), a privately held commercial bank and
thrift holding company. Under the terms of the Agreement, Commercial Federal
will acquire in a tax-free reorganization all 8,748,500 of the outstanding
shares of Liberty's common stock. Each of the shares of Liberty's common stock
will be exchanged for .306 shares of common stock of Commercial Federal. Based
on Commercial Federal's closing stock price on August 15, 1997, the transaction
has an aggregate value of approximately $108.6 million, or $12.41 per share.
Liberty, headquartered in West Des Moines, Iowa, operates seven bank
subsidiaries and one thrift subsidiary (collectively, the "Liberty Banks"), with
36 branches located in Iowa and six branches located in the Tucson, Arizona
metropolitan area. At June 30, 1997, Liberty had total assets of approximately
$620.5 million, deposits of approximately $533.2 million and stockholders'
equity of approximately $41.1 million. Following the acquisition, the Liberty
Banks will be merged with and into Commercial Federal Bank, a wholly-owned
subsidiary of Commercial Federal Corporation.
This proposed acquisition, which is subject to receipt of regulatory approvals
and other conditions, is expected to be completed by March 31, 1998. For
additional information, see the press release dated August 18, 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 Liberty 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 August 18, 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)
Date: August 26, 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 August 18, 1997
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Date: August 18, 1997
Contact: Investor Relations Department
(402) 390-6553
FOR IMMEDIATE RELEASE
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Omaha, Nebraska (August 18, 1997) - Commercial Federal Corporation today
announced that it has entered into a definitive agreement to acquire Liberty
Financial Corporation (Liberty), an Iowa-based, privately held, commercial bank
and thrift holding company, headquartered in West Des Moines, Iowa. Liberty
operates seven bank subsidiaries and one thrift subsidiary with 36 branch
locations in Iowa and six branch locations in the Tucson, Arizona metropolitan
area. Following the acquisition, the parties intend that the Liberty banks will
be merged with and into Commercial Federal Bank, a wholly-owned subsidiary of
Commercial Federal Corporation.
Under the terms of the agreement, Commercial Federal will acquire through a
tax-free reorganization all 8,748,500 of the outstanding shares of Liberty's
common stock. Liberty shareholders are to receive .306 shares of Commercial
Federal's common stock for each outstanding share of Liberty common stock.
Based on Commercial Federal's closing stock price on August 15, 1997, the
transaction has an aggregate value of approximately $108.6 million, or $12.41
per share.
In addition to the traditional banking services provided by Liberty, a wide
array of non-bank financial services such as commercial leasing, consumer loans,
insurance and investment sales, mortgage products and home equity loans are
offered. Liberty has assets of approximately $620.5 million, deposits of
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approximately $533.2 million and stockholders' equity of approximately $41.1
million.
"This acquisition expands our Iowa presence and moves us into an exciting
Arizona market. Additionally, this merger launches Commercial Federal's
movement into community banking. We are very excited about the opportunity this
acquisition gives us to extend these community banking services to our existing
market areas. 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.
This acquisition, which will be accounted for as a pooling of interests, is
subject to regulatory approvals and other conditions and is expected to close
during the first calendar quarter of 1998.
Since October 1993, Commercial Federal will have acquired 100 offices and
approximately $2.420 billion in deposits through nine separate acquisitions
(including Liberty) in Nebraska, Oklahoma, Kansas, Iowa and Arizona.
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."
