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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 2, 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 2, 1997, Commercial Federal Corporation ("Commercial Federal")
entered into a Reorganization and Merger Agreement (the "Agreement") with Mid
Continent Bancshares, Inc. (Mid Continent), parent company of Mid-Continent
Federal Savings Bank. Under the terms of the Agreement, Commercial Federal will
acquire in a tax-free reorganization all 1,958,250 of the outstanding shares of
Mid Continent's common stock in exchange for Commercial Federal'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 2, 1997, Mid Continent shareholders would receive .8693 shares of
Commercial Federal common stock. The transaction has an aggregate value of
approximately $74.9 million, or $38.25 per share.
Mid Continent, headquartered in El Dorado, Kansas, operates ten branches located
in Kansas. At June 30, 1997, Mid Continent had total assets of approximately
$408.6 million, deposits of approximately $247.0 million and stockholders'
equity of approximately $38.4 million. Following the acquisition, Mid-Continent
Federal Savings Bank 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,
Mid Continent shareholders' approval and other conditions, is expected to close
in the second calendar quarter of 1998. For additional information, see the
press release dated September 2, 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 Mid Continent 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 2, 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: September 4, 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 2, 1997
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Date: September 2, 1997
Contact: Investor Relations Department
(402) 390-6553
FOR IMMEDIATE RELEASE
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Omaha, Nebraska (September 2, 1997) - Commercial Federal Corporation today
announced that it has entered into a definitive agreement to acquire Mid
Continent Bancshares, Inc., parent company of Mid-Continent Federal Savings Bank
(Mid-Continent), headquartered in El Dorado, Kansas. Following the acquisition,
the parties intend that Mid-Continent 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 1,958,250 of the outstanding shares of Mid
Continent's common stock in exchange for Commercial Federal's common stock. The
precise exchange ratio will be determined based upon the average closing price
of Commercial Federal common stock during a twenty consecutive trading day
period prior to closing. Based on Commercial Federal's closing price on
September 2, 1997, Mid Continent shareholders would receive .8693 shares of
Commercial Federal common stock. The transaction has an aggregate value of
approximately $74.9 million, or $38.25 per share.
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Mid-Continent operates ten branch offices in Kansas and has assets of
approximately $408.6 million, deposits of approximately $247.0 million and
stockholders' equity of approximately $38.4 million.
"This acquisition further enhances Commercial Federal's retail franchise
and our future earnings potential in the Kansas markets," said William A.
Fitzgerald, chairman of the board and chief executive officer of Commercial
Federal. "This transaction will benefit the customers and shareholders of both
institutions."
This acquisition is subject to regulatory approvals, Mid Continent's
shareholders' approval and other conditions and is expected to close in the
second calendar quarter of 1998.
Since October 1993, Commercial Federal will have acquired 110 offices and
approximately $2.667 billion in deposits through ten separate acquisitions in
Nebraska, Oklahoma, Kansas, Iowa and Arizona, assuming completion of the
acquisition of Mid Continent Bancshares, Inc. and the acquisition of Liberty
Financial Corporation announced on August 18, 1997.
Commercial Federal 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 has 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."
