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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 14, 1998
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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 2. Acquisition and Disposition of Assets:
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On August 14, 1998, Commercial Federal Corporation ("Commercial Federal")
consummated its acquisition of First Colorado Bancorp, Inc. ("First
Colorado"). Under the terms of the reorganization and merger agreement,
Commercial Federal acquired all 18,564,766 outstanding shares of First
Colorado's common stock in exchange for approximately 18,280,725 shares of
its common stock (based on an exchange ratio of .9847). Based on
Commercial Federal's closing stock price of $26.375 at August 14, 1998, the
total consideration for this acquisition, excluding cash paid for
fractional shares, approximated $482,154,000.
First Colorado, headquartered in Lakewood, Colorado, was a unitary savings
and loan holding company and the parent company of First Federal Bank of
Colorado, a federally chartered stock savings bank that operated 27
branches in Colorado, with 23 branches located in the Denver metropolitan
area and four in Colorado's western slope region. At July 31, 1998, pro
forma financial results show that First Colorado had total assets of
approximately $1.6 billion, deposits of approximately $1.2 billion and
stockholders' equity of approximately $254.7 million. Total assets and
stockholders' equity include the net proceeds totaling $32.5 million from a
private placement of 1.4 million shares of common stock of First Colorado
completed August 14, 1998. This acquisition is expected to be accounted
for as a pooling of interests.
Information regarding this acquisition is set forth in Commercial Federal's
press release dated August 14, 1998, attached hereto as Exhibit 99 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits:
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(a) Financial Statements of Business Acquired: To be filed by amendment as
soon as practicable but not later than 60 days from the date this
Current Report Form 8-K is required to be filed, or October 28, 1998.
(b) Pro Forma Financial Information: To be filed by amendment as soon as
practicable but not later than 60 days from the date this Current
Report Form 8-K is required to be filed, or October 28, 1998.
(c) Exhibits:
Exhibit 99. Press release dated August 14, 1998.
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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 17, 1998 /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)
Date: August 17, 1998 /s/ Gary L. Matter
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Gary L. Matter, Senior Vice President,
Controller and Secretary
(Principal Accounting Officer)
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Exhibit 99
Press Release Dated August 14, 1998
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Date: August 14, 1998
Contact: Larry R. Goddard
Investor Relations Department
(402) 390-6553
FOR IMMEDIATE RELEASE
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Omaha, Nebraska (August 14, 1998)--Commercial Federal Corporation (NYSE:
CFB) today announced the completion of the acquisition of First Colorado
Bancorp, Inc., parent company of First Federal Bank of Colorado (First Federal),
headquartered in Lakewood, Colorado. Upon completion, First Federal was merged
with and into Commercial Federal Bank, a wholly-owned subsidiary of Commercial
Federal Corporation.
In this transaction, Commercial Federal acquired all 18,564,766 of the
outstanding shares of First Federal's common stock in exchange for approximately
18,280,725 shares of its common stock.
First Federal operated 27 branches in Colorado, with 23 located in the
Denver metropolitan area and four in Colorado's western slope region. At June
30, 1998, First Federal had assets of approximately $1.55 billion, deposits of
approximately $1.2 billion, and stockholders' equity of approximately $218
million.
"With the completion of the acquisition of First Federal, we have doubled
our presence in the Denver market," said William A. Fitzgerald, chairman of the
board and chief executive
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officer of Commercial Federal. "We are looking forward to making our community
banking services available to all of our customers in Colorado."
Commercial Federal Corporation is the parent company of Commercial Federal
Bank, a federal savings bank which currently operates 243 branches located in
Iowa (76), Colorado (48), Kansas (41), Nebraska (40), Oklahoma (19), Missouri
(8), Arizona (7), Minnesota (3), and South Dakota (1). In addition to retail
banking, Commercial Federal operations include mortgage banking, consumer and
business financing, insurance, trust and investment services.
Commercial Federal, including the First Colorado acquisition, has assets of
approximately $11.7 billion and deposits of approximately $7.5 billion.
Commercial Federal Corporation shares are traded on the New York Stock Exchange
under the symbol "CFB."
