COMMERCIAL FEDERAL CORP
S-4/A, 1998-05-05
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>
 
    
As filed with the Securities and Exchange Commission on May 5, 1998      

                                                       Registration No.333-49967
                                                                                
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
    
                         PRE-EFFECTIVE AMENDMENT NO. 2
                                      TO     
                                   FORM S-4
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                         COMMERCIAL FEDERAL CORPORATION
 (Exact name of the registrant as specified in its articles of incorporation)

<TABLE> 
<CAPTION> 
          NEBRASKA                          6135                          47-0658852
<S>                              <C>                           <C> 
(State or other jurisdiction of  (Primary Standard Industrial  (IRS Employer Identification No.)
incorporation or organization)   Classification Code Number)
</TABLE> 

                            2120 SOUTH 72ND STREET
                            OMAHA, NEBRASKA  68124
                                (402) 554-9200
         (Address, including zip code, and telephone number, including
          area code, of the registrant's principal executive offices)

                        MR. JAMES A. LAPHEN, PRESIDENT
                        COMMERCIAL FEDERAL CORPORATION
                            2120 SOUTH 72ND STREET
                            OMAHA, NEBRASKA  68124
                                (402) 390-5361
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                       COPIES OF ALL COMMUNICATIONS TO:

     CYNTHIA R. CROSS, ESQUIRE                  GREGORY A. GEHLMANN, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.   AND   MALIZIA, SPIDI, SLOANE & FISCH, P.C.
1220 19TH STREET, N.W., SUITE 700            1301 K STREET, N.W., SUITE 700 EAST
      WASHINGTON, D.C.  20036                     WASHINGTON, D.C.  20005

  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: At the Effective Time, as defined in the Reorganization and Merger
Agreement dated as of March 9, 1998 by and among the Registrant, Commercial
Federal Bank, a Federal Savings Bank, First Colorado Bancorp, Inc. and First
Federal Bank of Colorado, attached as Annex A to the Prospectus/Joint Proxy
Statement.

  If the securities being registered on this Form are being offered in
connection with the formation of a  holding company and there is compliance with
General Instruction G, check the following box.  [_]

  If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering.  [_] ________________

  If this form is a post-effective amendment filed pursuant to Rule 462(b) under
the Securities Act, check the following  box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_] ________________

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
 
                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Indemnification of directors and officers of Commercial is provided under
Article VI of the Articles of Incorporation of Commercial for judgments, fines,
settlements, and expenses, including attorney fees incurred in connection with
any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative if such director or officer
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Commercial and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

     Article VI of Commercial's Articles of Incorporation provides that an
outside director shall not be personally liable to Commercial or its
stockholders for monetary damages for breach of his fiduciary duty as a director
and authorizes Commercial to indemnify such outside director against monetary
damages for such breach to the full extent permitted by law. This provision
applies to acts or omissions occurring after the effective date of the
amendment, and does not limit liability for (i) any act or omission not in good
                    ---                                                        
faith which involves intentional misconduct or a knowing violation of law, (ii)
any transaction from which the outside director derived an improper direct or
indirect financial benefit, (iii) paying a dividend or approving a stock
repurchase in violation of the Nebraska Business Corporation Act or (iv) any act
or omission which violates a declaratory or injunctive order obtained by
Commercial or its stockholders.  For purposes of Article VI, "outside director"
is defined as any member of the Board of Directors who is not an officer or a
person who may control the conduct of Commercial through management agreements,
voting trusts, directorships in related corporations or any other device or
relationship.

     Commercial has purchased director and officer liability insurance that
insures directors and officers against certain liabilities in connection with
the performance of their duties as directors and officers, including liabilities
under the Securities Act of 1933, as amended, and provides for payment to
Commercial of costs incurred by it in indemnifying its directors and officers.

     Under Nebraska law, indemnification of directors and officers may be
provided for judgments, fines, settlements, and expenses, including attorney's
fees, incurred in connection with any threatened, pending, or completed action,
suit, or proceeding other than an action by or in the right of Commercial.  This
applies to any civil, criminal, investigative or administrative action provided
that the director or officer involved acted in good faith, in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
 
     Indemnification of directors and officers may be also provided for
judgments, fines, settlements, and expenses, including attorney's fees, incurred
in connection with any threatened, pending, or completed action, or suit by or
in the right of the corporation if such director or officer acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation.  However, no indemnification shall be made in
respect of any claim, issue or matter in which such person is adjudged to be
liable for negligence or misconduct in the performance of his duties to the
corporation unless the court in which the action is brought deems indemnity
proper.

     The grant of indemnification to a director or officer shall be determined
by a majority of a quorum of disinterested directors, by a written opinion from
independent legal counsel, or by the stockholders.

     Indemnification shall be provided to any directors and officers for
expenses, including attorney's fees, actually and reasonably incurred in the
defense of any action, suit or proceeding to the extent that he or she has been
successful on the merits.

                                      II-1
<PAGE>
 
ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) The following are filed as exhibits to this registration statement:

<TABLE> 
<CAPTION> 
     Exhibit No.         Description
     -----------         -----------
     <S>       <C> 
     *2/1/      Reorganization and Merger Agreement dated March 9, 1998

     *3.1/2/    Articles of Incorporation of Commercial Federal Corporation, as Amended

     *3.2/3/    Bylaws of Commercial Federal Corporation, as amended and restated
 
     *4.1/4/    Form of Certificate of Common Stock of Commercial Federal Corporation

     *4.2/5/    Shareholder Rights Agreement between Commercial Federal Corporation and Manufacturers Hanover Trust Company

     *5         Opinion of Fitzgerald, Schorr, Barmettler & Brennan regarding the legality of the securities being registered hereby
                (with consent)

       8        Form of Opinion of Wachtell, Lipton, Rosen & Katz regarding certain federal tax matters

     *10.1/3/   Employment Agreement with William A. Fitzgerald dated June 8, 1995
 
     *10.2 /3/  Change in Control Executive Severance Agreements with William A. Fitzgerald and James A. Laphen, dated June 8, 1995
     
     *10.3 /3/  Form of Change in Control Executive Severance Agreement entered into with Senior Vice Presidents and First Vice
                Presidents
 
     *10.4 /6/  Commercial Federal Corporation Incentive Plan effective July 1, 1994
 
     *10.5 /6/  Commercial Federal Bank Deferred Compensation Plan effective July 1, 1994
 
     *10.6 /7/  Commercial Federal Corporation 1984 Stock Option and Incentive Plan, as Amended and Restated, Effective August 1,
                1992
               
     *10.7/8/   Stock Purchase Agreement between CAI Corporation and Registrant, dated August 21, 1996
 
     *10.8/8/   Employment Agreement with William A. Fitzgerald, dated May 15, 1974, as Amended February 14, 1996
 
     *10.9/8/   Commercial Federal Savings and Loan Association Survivor Income Plan, as Amended February 14, 1996
 
     *10.10/9/  Employment Agreement with James A. Laphen dated June 1, 1997
 
     *10.11/10/ Commercial Federal Corporation 1996 Stock Option and Incentive Plan Effective January 30, 1997
</TABLE> 

                                      II-2
<PAGE>
 
<TABLE>    
     <S>       <C>  
    *10.12/11/ Railroad Financial Corporation 1994 Stock Option and Incentive Plan, Railroad Financial Corporation
               1991 Directors' Stock Option Plan and Railroad Financial Corporation 1986 Stock Option and Incentive
               Plan, as Amended February 22, 1991

    *10.13/12/ Railroad Financial Corporation 1994 Stock Option and Incentive Plan

    *10.14/13/ Mid Continent Bancshares, Inc. 1994 Stock Option Plan

    *21 /9/    Subsidiaries of Commercial Federal Corporation

    *23.1      Consent of Deloitte & Touche llp

    *23.2      Consent of Wachtell, Lipton, Rosen & Katz (contained in their 
               opinion filed as Exhibit 8)

    *23.3      Consent of Fitzgerald, Schorr, Barmettler & Brennan, P.C. (contained in their opinion filed as Exhibit 8)

    *23.4      Consent of KPMG Peat Marwick LLP

    *23.5      Form of Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated

    *23.6      Consent of The Wallach Company, Inc.

    *24        Power of Attorney (See Signature Page)

    *27/14/    Financial Data Schedule

    *99.1      Form of Proxy solicited by Board of Directors of Commercial Federal Corporation

    *99.2      Form of Proxy solicited by Board of Directors of First Colorado
</TABLE>     
 

______________
* Previously filed.
/1/  Incorporated by reference to Annex A to the Prospectus/Joint Proxy
     Statement included herein.
/2/  Incorporated by reference to Registrant's Current Report on Form 8-K dated
     December 8, 1997.
/3/  Incorporated by reference to Registrant's Registration Statement on Form S-
     4 (File No. 33-60589)
/4/  Incorporated by reference to Registrant's Registration Statement on Form S-
     1 (File No. 33-00330)
/5/  Incorporated by reference to Registrant's Current Report on Form 8-K dated
     January 9, 1989
/6/  Incorporated by reference to Registrant's Annual Report on Form 10-K for
     the fiscal year ended June 30, 1994 (File No. 0-13082)
/7/  Incorporated by reference to Registrant's Registration Statement on Form S-
     8 (File No. 33-60448)
/8/  Incorporated by reference to Registrant's Annual Report on Form 10-K for
     the fiscal year ended June 30, 1996 (File No. 1-11515)
/9/  Incorporated by reference to Registrant's Annual Report on Form 10-K for
     the fiscal year ended June 30, 1997 (File No. 1-11515)
/10/ Incorporated by reference to Registrant's Registration Statement on Form
     S-8 (File No. 333-20739)
/11/ Incorporated by reference to Registrant's Registration Statement on Form
     S-8 (File No. 33-63221) and Post-Effective Amendment No. 1 to Registration
     Statement No. 33-01333 and No. 33-10396
/12/ Incorporated by reference to Registrant's Registration Statement on Form
     S-8 (File No. 33-63629)
/13/ Incorporated by reference to the Registrant's Post-Effective Amendment to
     Form S-4 under cover of Form S-8 (File No. 333-42817).
/14/ Not required to be filed pursuant to Rule 401 of Regulation S-T

  The Exhibit Index immediately precedes the attached exhibits.

                                      II-3
<PAGE>
 
ITEM 22.  UNDERTAKINGS

ITEM 512 OF REGULATION S-K.

     Rule 415 Offering.  The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     Filings Incorporating Subsequent Exchange Act Documents By Reference.  The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Request for Acceleration of Effective Date.  Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  If acceleration is
requested of the effective date of this registration statement pursuant to Rule
461 under the Act, in the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question to whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      II-4
<PAGE>
 
INSTRUCTIONS TO FORM S-4.

     The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus/Joint Proxy
Statement pursuant to Items 4, 10(b), 11 or 13 of this form, within one business
day of receipt of such request, and to send the incorporated documents by first-
class mail or other equally prompt means.  This includes information contained
in documents filed subsequent to the effective date of this registration
statement through the date of responding to the request.

     The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
this registration statement when it became effective.

                                      II-5
<PAGE>
 
                                  SIGNATURES

    
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Omaha, Nebraska as of May 1, 1998.
     
                              COMMERCIAL FEDERAL CORPORATION

    
                              By: */s/ William A. Fitzgerald
                                  ---------------------------------------------
                                  William A. Fitzgerald
                                  Chairman of the Board and Chief 
                                  Executive Officer      
 

                               POWER OF ATTORNEY

         
     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.

    
<TABLE> 
<CAPTION> 
Signature                                    Capacity                           Date
- ---------                                    --------                           ----
<S>                                          <C>                                <C> 
/s/ William A. Fitzgerald                    Principal Executive Officer        May 1, 1998
- -------------------------------------                                             
William A. Fitzgerald                        and Director
Chairman of the Board and
Chief Executive Officer


/s/ James A. Laphen                          Principal Financial Officer        May 1, 1998
- -------------------------------------
James A. Laphen
President, Chief Operating Officer
and Chief Financial Officer


/s/ Gary L. Matter                           Principal Accounting Officer       May 1, 1998
- -------------------------------------
Gary L. Matter
Senior Vice President, Controller
and Secretary


*/s/ Talton K. Anderson                      Director                           May 1, 1998
- -------------------------------------                                            
Talton K. Anderson


*/s/ Michael P. Glinsky                      Director                           May 1, 1998
- -------------------------------------                                            
Michael P. Glinsky


*/s/ William A. Krause                       Director                           May 1, 1998
- -------------------------------------                                            
William A. Krause


*/s/ Robert F. Krohn                         Director                           May 1, 1998
- -------------------------------------                                            
Robert F. Krohn

</TABLE> 
     


<PAGE>
 
    
<TABLE> 
<S>                                          <C>                                <C> 

*/s/ Carl G. Mammel                          Director                           May 1, 1998
- -------------------------------------                                           
Carl G. Mammel                             
                                           
                                           
*/s/ Robert S. Milligan                      Director                           May 1, 1998
- -------------------------------------                                           
Robert S. Milligan                         
                                           
                                           
*/s/ James P. O'Donnell                      Director                           May 1, 1998
- -------------------------------------                                           
James P. O'Donnell                         
                                           
                                           
*/s/ Robert D. Taylor                        Director                           May 1, 1998
- -------------------------------------                                           
Robert D. Taylor                           
                                           
                                           
*/s/ Aldo J. Tesi                            Director                           May 1, 1998
- -------------------------------------                                           
Aldo J. Tesi


*By: /s/ James A. Laphen
    ---------------------------------
     James A. Laphen
     Attorney-in-fact

</TABLE> 
     


<PAGE>
 
                                                   EXHIBIT 8



                [Letterhead of Wachtell, Lipton, Rosen & Katz]

                                     


    
                                  May 5, 1998       



Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska  68124

First Colorado Bancorp, Inc.
215 South Wadsworth Boulevard
Lakewood, Colorado  80226

Ladies/Gentlemen:

     We have acted as special counsel to Commercial Federal Corporation, a
Nebraska corporation ("Commercial Federal"), in connection with the proposed
merger (the "Parent Merger") of First Colorado Bancorp, Inc., a Colorado
corporation ("First Colorado"), with and into Commercial Federal, upon the terms
and conditions set forth in the Reorganization and Merger Agreement, dated as of
March 9, 1998, by and among Commercial Federal, Commercial Federal Bank, A
Federal Savings Bank, a federally chartered savings bank and wholly-owned
subsidiary of Commercial Federal ("CFB"), First Colorado and First Federal Bank
of Colorado, a federally chartered savings bank and wholly-owned subsidiary of
First Colorado ("FFBC") (the "Merger Agreement").  At your request, in
connection with the filing of the Registration Statement on Form S-4 filed with
the Securities and Exchange Commission in connection with the Parent Merger (the
"Registration Statement"), we are rendering our opinion concerning certain
federal income tax consequences of the Parent Merger.

     For purposes of the opinion set forth below, we have relied, with the
consent of Commercial Federal and the consent of First Colorado, upon the
accuracy and completeness of the statements and representations (which
statements and representations we have neither investigated nor verified)
contained, respectively, in the certificates of the officers of Commercial
Federal and First Colorado, dated the date hereof (copies of which are attached
hereto and which are incorporated herein by reference), and have assumed that
such certificates will be complete and accurate as of the Effective Time.  We
have also relied upon the accuracy of the Registration Statement and the Joint
Proxy 
<PAGE>
 
Commeercial Federal Corporation
First Colorado Bancorp, Inc
    
May 5, 1998     
Page 2


Statement/Prospectus included therein (together, the "Proxy Statement").
Any capitalized term used and not defined herein has the meaning given to it in
the Merger Agreement.

     We have also assumed that (i) the transactions contemplated by the Merger
Agreement, including the Parent Merger and the Bank Merger, will be consummated
in accordance therewith and as described in the Proxy Statement and (ii) the
Parent Merger will qualify as a statutory merger under the applicable laws of
the States of Nebraska and Colorado.

     Based upon and subject to the foregoing, it is our opinion that, under
currently applicable United States federal income tax law, (i) the Parent Merger
will constitute a "reorganization" within the meaning of Section 368(a) of the
Code, and (ii) no gain or loss will be recognized by First Colorado shareholders
who receive solely Commercial Common Stock in exchange for shares of Bancorp
Common Stock pursuant to the Merger (except with respect to cash received in
lieu of a fractional share interest in Commercial Common Stock).

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement, and to the
references to us under the captions "SUMMARY -- The Merger -- Federal Income Tax
Consequences" and "MERGER --Federal Income Tax Consequences" and elsewhere in
the Proxy Statement.  In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

     This opinion may not be applicable to shareholders subject to special
treatment under U.S. federal income tax law (including, for example, non-U.S.
persons, financial institutions, dealers in securities, insurance companies or
tax-exempt entities, holders who acquired Bancorp Common Stock pursuant to the
exercise of an employee stock option or right or otherwise as compensation, and
holders who hold Bancorp Common Stock as part of a hedge, straddle or conversion
transaction).

                                    Very truly yours,
                                    /s/ Wachtell, Lipton, Rosen & Katz
 [an error occurred while processing this directive]

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