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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): July 31, 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 July 31, 1998, Commercial Federal Corporation ("Commercial Federal")
consummated its acquisition of AmerUs Bank, a wholly-owned subsidiary
of AmerUs Group Co. AmerUs Bank was a federally chartered savings bank
headquartered in Des Moines, Iowa. Under the terms of the Stock
Purchase Agreement (the "Agreement"), Commercial Federal acquired
through a taxable acquisition all of the outstanding shares of AmerUs
Bank's common stock for total consideration of approximately $178.3
million. Such consideration consisted of (i) certain assets retained by
AmerUs Group Co. in lieu of cash (primarily FHA Title One single-family
residential mortgage loans) totaling approximately $85,027,000, (ii)
cash (as adjusted per the Agreement) totaling $53,242,000, and (iii) a
one-year promissory note for $40,000,000 bearing interest, adjusted
monthly, at 150 basis points over the one-year Treasury bill rate.
AmerUs Bank operated 47 branches located in Iowa (26), Missouri (8),
Nebraska (6), Kansas (4), Minnesota (2) and South Dakota (1).
Preliminary financial results show that at June 30, 1998, before
purchase accounting adjustments, AmerUs Bank had total assets of
approximately $1.3 billion, deposits of approximately $959 million and
stockholders' equity of approximately $87 million.
Information regarding the acquisition is set forth in Commercial
Federal's press release dated July 31, 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 14, 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 14,
1998.
(c) Exhibits:
Exhibit 99. Press release dated July 31, 1998.
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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
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(Registrant)
Date: August 12, 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 12, 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 July 31, 1998
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[LOGO OF COMMERCIAL
FEDERAL CORPORATION
APPEARS HERE] News Release
Date: July 31, 1998
Contact: Larry R. Goddard
Investor Relations Department
(402) 390-6553
FOR IMMEDIATE RELEASE
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Omaha, Nebraska (July 31, 1998)--Commercial Federal Corporation (NYSE:
CFB) today announced the completion of the acquisition of AmerUs Bank, a
wholly-owned subsidiary of AmerUs Group Co., headquartered in Des Moines, Iowa.
AmerUs Bank merged with and into Commercial Federal Bank, a wholly-owned
subsidiary of Commercial Federal Corporation.
In this transaction, Commercial Federal acquired all of the outstanding
shares of AmerUs Bank's common stock for total consideration of $178,269,009.
AmerUs Bank operated 47 branches located in Iowa (26), Missouri (7),
Nebraska (7), Kansas (4), Minnesota (2) and South Dakota (1). At June 30, 1998,
AmerUs Bank had assets of approximately $1.251 billion, deposits of
approximately $959 million, and stockholders' equity of approximately $87.0
million. This acquisition will be accounted for as a purchase.
"The completion of this acquisition further enhances Commercial
Federal's Iowa franchise," said William A. Fitzgerald, chairman of the board and
chief executive officer of Commercial Federal. "Commercial Federal is now the
fourth largest bank in Iowa and the second largest in Des Moines. This
acquisition provides a strong base for our community banking operation along
with entry into Missouri and South Dakota, and the expansion of our Nebraska,
Kansas, and Minnesota presence. In addition, 36 of the acquired AmerUs Bank
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branches are located in supermarkets, providing Commercial Federal with another
new banking venue."
As a result of this acquisition, Commercial will operate 216 branches
located in Iowa (76), Kansas (41), Nebraska (41), Colorado (21), Oklahoma (19),
Arizona (7), Missouri (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 AmerUs Bank acquisition and before
purchase accounting adjustments, has assets of approximately $10.2 billion and
deposits of approximately $6.3 billion. Commercial Federal Corporation shares
are traded on the New York Stock Exchange under the symbol "CFB."
