<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): December 15, 1997
-----------------
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)
1
<PAGE>
COMMERCIAL FEDERAL CORPORATION
------------------------------
FORM 8-K
--------
CURRENT REPORT
--------------
Item 5. Other Events:
- ----------------------
On December 15, 1997, Commercial Federal Corporation ("Commercial Federal")
entered into a Reorganization and Merger Agreement (the "Agreement") with
Perpetual Midwest Financial, Inc. ("Perpetual"), parent company of Perpetual
Savings Bank, FSB. Under the terms of the Agreement, Commercial Federal will
acquire in a tax-free reorganization all 1,872,925 of the outstanding shares of
Perpetual's common stock. Each of the shares of Perpetual's common stock will
be exchanged for .8636 shares of common stock of Commercial Federal. Based on
Commercial Federal's closing stock price on December 15, 1997, the transaction
has an aggregate value of approximately $57.4 million, or $30.66 per share.
Commercial Federal also announced that it had entered into a stock option
agreement with Perpetual under which Commercial Federal has been granted an
option to purchase 9.9% of Perpetual's outstanding shares of common stock under
certain circumstances provided in such agreement.
Perpetual, headquartered in Cedar Rapids, Iowa, operates five branches located
in Iowa. At September 30, 1997, Perpetual had total assets of approximately
$401.7 million, deposits of approximately $310.1 million and stockholders'
equity of approximately $34.2 million. Following the acquisition, Perpetual
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 June 30, 1998. For
additional information, see the press release dated December 15, 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 Perpetual 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:
- ----------------------------------------------------------------------------
(c) Exhibits:
Exhibit 99: Press Release dated December 15, 1997
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: December 22, 1997 /s/ James A. Laphen
---------------------- -------------------------------------------
James A. Laphen, President, Chief Operating
Officer and Chief Financial Officer (Duly
Authorized and Principal Financial Officer)
3
<PAGE>
EXHIBIT 99
----------
Press Release Dated December 15, 1997
<PAGE>
Date: December 15, 1997
Contact: Investor Relations Department
(402) 390-6553
FOR IMMEDIATE RELEASE
- ---------------------
Omaha, Nebraska (December 15, 1997) - Commercial Federal Corporation today
announced that it has entered into a definitive agreement to acquire Perpetual
Midwest Financial, Inc. (Perpetual), parent company of Perpetual Savings Bank,
FSB, with headquarters in Cedar Rapids, Iowa. Following the acquisition, the
parties intend that Perpetual 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 1,872,925 outstanding shares of Perpetual's common
stock. Perpetual shareholders are to receive .8636 shares (.5757 pre stock
split) of Commercial Federal's common stock in exchange for each outstanding
share of Perpetual common stock. Based on Commercial Federal's closing stock
price on December 15, 1997, the transaction has an aggregate value of
approximately $57.4 million, or $30.66 per share.
Perpetual operates four branch locations in Cedar Rapids, Iowa and one
branch in Iowa City, Iowa and has assets of approximately $401.7 million,
deposits of approximately $310.1 million and stockholder's equity of
approximately $34.2 million.
"This acquisition is a great addition to Commercial Federal's Iowa
franchise when considered alongside the Liberty Financial acquisition. Cedar
Rapids and Iowa City are two more fine communities that will benefit by having
Commercial Federal branches," said William A. Fitzgerald, chairman of the board
and chief executive officer of Commercial Federal.
The acquisition is subject to regulatory approvals, approval by Perpetual's
shareholders and other conditions. It is expected that the transaction will
close late in the second calendar quarter of 1998.
<PAGE>
Commercial Federal is the parent company of Commercial Federal Bank, which
currently operates 108 branches in Nebraska (34), Colorado (21), Oklahoma (19),
Kansas (27) and Iowa (7). In addition to retail banking, Commercial Federal
operations include mortgage banking, consumer financing, insurance and
investment services.
As of September 30, 1997, Commercial Federal has assets of approximately
$7.2 billion and deposits of approximately $4.3 billion. Commercial Federal
Corporation stock is traded on the New York Stock Exchange under the symbol
"CFB."
