<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, 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 (dentification 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, 1997, Commercial Federal Corporation (the Corporation)
announced at its 1997 Annual Meeting that stockholders had approved
proposals for 1) an amendment to the Corporation's Articles of
Incorporation to increase the number of authorized shares of common
stock from 25,000,000 shares to 50,000,000 shares, and 2) an amendment
to the Corporation's Articles of Incorporation to establish a variable
range for the number of members on the Board of Directors from nine to
12 members.
In addition, the Corporation announced that the Commercial Federal
Board of Directors had 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. Fractional shares will be paid in cash. The
Board also declared a quarterly cash dividend of $.055 per common share
which represents an increase of 17.9% from last quarter when the
Corporation paid $.0467 per common share after adjusting for the
announced three-for-two split. The stock dividend, payable to
stockholders of record as of November 28, 1997, will be distributed on
December 15, 1997. The cash dividend for the quarter ended December 31,
1997, payable to stockholders of record on December 31, 1997, will be
paid on January 14, 1998.
Item 7. Financial Statements and Exhibits:
- -------------------------------------------
(c) Exhibits:
Exhibit 99. Press Release dated November 18, 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: November 18, 1997 /s/ James A. Laphen
----------------- -------------------------------------------
James A. Laphen, President, Chief Operating
Officer and Chief Financial Officer (Duly
Authorized and Principal Financial Officer)
Date: November 18, 1997 /s/ Gary L. Matter
----------------- -------------------------------------------
Gary L. Matter, Senior Vice President,
Controller and Secretary (Principal
Accounting Officer)
3
<PAGE>
EXHIBIT 99
----------
Press Release Dated November 18, 1997
<PAGE>
[LETTERHEAD OF COMMERCIAL FEDERAL CORPORATION APPEARS HERE]
Date: November 18, 1997
Contact: Investor Relations Department
(402) 390-6553
FOR IMMEDIATE RELEASE
- ---------------------
COMMERCIAL FEDERAL DECLARES A 3-FOR-2 STOCK SPLIT
AND A 17.9% INCREASE IN ITS QUARTERLY CASH DIVIDEND
Omaha, Nebraska (November 18, 1997) - Stockholders attending Commercial
Federal Corporation's 1997 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 17.9% in the quarterly cash
dividend payment. The new cash dividend rate of $.055 per share will apply to
the new shares issued as a result of the stock dividend. The stock dividend
will be payable to stockholders of record as of November 28, 1997, and will be
distributed on December 15, 1997. The cash dividend for the quarter ended
December 31, 1997, will be payable to stockholders of record on December 31,
1997, and will be paid on January 14, 1998.
During the annual meeting, stockholders elected Michael P. Glinsky to a
two-year term and reelected Talton K. Anderson, Carl G. Mammel and James P.
O'Donnell to three-year terms on the Corporation's Board of Directors. Mr.
Glinsky is executive vice president and chief financial officer of U S WEST,
Inc. Mr. Anderson is owner and president of Baxter Chrysler Plymouth Jaguar
Inc., and two other automobile dealerships in Omaha, Nebraska as well as one in
Lincoln, Nebraska. Mr. Mammel is chairman of the board of Mammel & Associates,
a consulting firm providing services in executive benefits, employee benefits
planning and wealth transfer planning. Mr. O'Donnell is executive vice
president, chief financial officer and corporate
<PAGE>
secretary of ConAgra, Inc., an Omaha, Nebraska-based international diversified
food company. Stockholders also approved the proposal for an amendment to the
Corporation's Articles of Incorporation to increase the number of authorized
shares of common stock from 25,000,000 shares to 50,000,000 shares. In addition,
stockholders also approved an amendment to the Corporation's Articles of
Incorporation to establish a variable range for the number of members on the
Board of Directors from nine to 12 members.
Presiding at the meeting, William A. Fitzgerald, chairman of the board and
chief executive officer, told stockholders that fiscal 1997 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 1997 fiscal year included:
. Record operating income from core banking business of $105.0 million--a
15.6 percent increase compared with the previous record high attained one
year earlier;
. The completion of two strategic acquisitions in Kansas and Iowa to add
eight branch offices and $184 million in deposits;
. The completion of two public debt offerings totaling $95 million, providing
the ability to further lower costs and to quickly respond to various
investment and future acquisition opportunities; and
. Achieving a 45.6 percent increase in the price of its common stock,
advancing to $37.125 at June 30, 1997.
Mr. Fitzgerald reported that fiscal 1998 was off to a very strong start as
the Company had achieved a 15 percent increase in operating earnings in the
first quarter of fiscal 1998 compared with the corresponding period one year
earlier. The market value of Commercial Federal's
<PAGE>
common stock has further increased since the end of the 1997 fiscal year to
reach $48.125, as of November 17, 1997--a 30 percent increase.
Stockholders were apprised by Mr. Fitzgerald that the current and potential
value of the Company has been greatly enhanced by the ongoing success of the
acquisitions program. Commercial Federal recently announced the execution of an
agreement to acquire Liberty Financial Corporation, an Iowa-based bank and
thrift holding company headquartered in West Des Moines, Iowa, Mid Continent
Bancshares, Inc., parent company of Mid-Continent Savings Bank, headquartered in
El Dorado, Kansas, and First National Bank Shares, LTD, parent company of First
United National Bank and Trust Company, headquartered in Great Bend, Kansas.
These three pending acquisitions will add 59 branches to the existing network,
approximately $1.2 billion in total assets, and approximately $924 million in
deposits and approximately $1.3 billion to the servicing portfolio. All three
of these acquisitions are scheduled to be completed by March 1998.
Commercial Federal Corporation is the parent company of Commercial Federal
Bank which currently operates 108 retail branches in Nebraska (34), Colorado
(21), Kansas (27), Oklahoma (19) and Iowa (7). In addition to retail banking,
Commercial Federal operations include mortgage banking, consumer financing,
insurance and stock brokerage. Commercial Federal Corporation common shares are
traded on the New York Stock Exchange under the symbol "CFB."
