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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): October 29, 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 5. Other Events:
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On October 29, 1998, Commercial Federal Corporation (Commercial) reported
net income of $15.1 million, or $.25 per diluted share, for the first
quarter ended September 30, 1998 of its 1999 fiscal year compared to net
income of $26.0 million, or $.46 per diluted share, for the three months
ended September 30, 1997 of fiscal year 1998. A summary of operations and
selected financial condition data follows:
Three Months Ended
September 30,
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(Dollars in thousands except per share data) 1998 1997*
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(Unaudited) (Unaudited)
Net interest income $ 74,620 $ 67,643
Provision for loan and lease losses (3,800) (1,688)
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Net interest income after provision
for loan and lease losses 70,820 65,955
Noninterest income 26,934 22,990
General and administrative expenses 65,946 46,657
Amortization of intangible assets 3,255 1,745
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Income before income taxes 28,553 40,543
Provision for income taxes 13,430 14,588
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Net income $ 15,123 $ 25,955
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Earnings per common share:
Basic $ .26 $ .47
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Diluted $ .25 $ .46
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Weighted average basic shares outstanding 58,605,879 55,247,359
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Weighted average dilutive shares outstanding 59,447,902 56,556,575
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Dividends declared per common share $ .055 $ .047
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Total assets $ 11,084,114 $ 10,170,945
Loans and leases receivable, net 8,616,935 7,499,087
Deposits 7,275,914 6,511,511
Stockholders' equity 913,863 766,081
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* Restated to reflect the acquisition of First Colorado Bancorp, Inc. on
August 14, 1998 which was accounted for as a pooling of interests.
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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 (Continued):
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Net income for the three months ended September 30, 1998, includes
merger-related and other nonrecurring charges totaling $17.2 million
($13.8 million after-tax, or $.24 per diluted share). These merger-
related and other nonrecurring charges were incurred primarily in
connection with the First Colorado Bancorp, Inc. acquisition that was
consummated on August 14, 1998 and accounted for as a pooling of
interests. Such charges include personnel expenses for severance and
other employee costs, costs to combine operations and conform certain
accounting practices including loss reserves to the policies of
Commercial. Excluding these charges, operating earnings for the three
months ended September 30, 1998 was $28.9 million, or $.49 per diluted
share compared to operating earnings of $26.1 million, or $.46 per
diluted share for the three months ended September 30, 1997.
Item 7. Financial Statements and Exhibits:
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(c) Exhibits:
Exhibit 99. Press release dated October 29, 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: October 29, 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: October 29, 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 October 29, 1998
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Date: October 29, 1998
Contact: Larry R. Goddard
Investor Relations Department
(402) 390-6553
FOR IMMEDIATE RELEASE
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Omaha, Nebraska (October 29, 1998)--Commercial Federal Corporation (NYSE:
CFB) today announced operating earnings of $28.9 million, or $.49 per diluted
share, for the first quarter of its 1999 fiscal year--an increase of 11 percent
compared with operating earnings of $26.1 million, or $.46 per diluted share,
for the first quarter of fiscal 1998. During the first quarter of fiscal 1999,
the Company consummated its acquisitions of AmerUs Bank and First Colorado
Bancorp, Inc. (First Colorado). The AmerUs Bank acquisition was accounted for as
a purchase. The First Colorado acquisition was accounted for as a pooling of
interests and, therefore, the Company's historical consolidated financial
statements, per share amounts and other financial data have been restated for
all periods prior to this acquisition to include the accounts and results of
operations of First Colorado Operating earnings do not include the effect of
merger-related and other nonrecurring charges as discussed below.
The Company reported net income of $15.1 million, or $.25 per diluted
share, for the first quarter of fiscal 1999, compared with net income of $26.0
million, or $.46 per diluted share, for the first quarter of fiscal 1998. The
first quarter fiscal 1999 results include merger-related and other nonrecurring
charges totaling $17.2 million ($13.8 million after-tax or $.24 per diluted
share), primarily associated with the Company's acquisition of First Colorado
Bancorp, Inc.
Commercial Federal's net interest income, after provision for loan and
lease losses, for the first quarter of fiscal 1999, was $71.8 million, compared
with $66.0 million for the prior year's first quarter, an increase of 8.8
percent. Non-interest income increased to $26.9 million
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for the first quarter of fiscal 1999, from $23.0 million for the first quarter
of fiscal 1998, an increase of over 17 percent.
"Commercial Federal's core operations continued to improve, with net
interest income increasing 8.8 percent and non-interest income increasing over
17 percent," said Chairman of the Board and Chief Executive Officer William A.
Fitzgerald. "We are now in the process of integrating the operations of our
acquisitions into the Company and are moving forward to enhance returns in
future quarters. In the first nine months of 1998, the number of households
served by Commercial Federal increased to 699,000 from 412,000, an increase of
70 percent, giving us many additional opportunities to cross-sell our Community
Banking services."
At the end of the first quarter, stockholders' equity increased by $147.8
million from September 30, 1997, to reach $913.9 million. At September 30, 1998,
Commercial Federal's book value per common share was $15.13 and total assets
were $11.1 billion, compared to September 30, 1997, with $13.49 per common share
and total assets of $10.2 billion.
During the first quarter of fiscal 1999, two previously announced
acquisitions were completed, AmerUs Bank, headquartered in Des Moines, Iowa,
with assets of approximately $1.3 billion, deposits of approximately $950
million and operating 47 branches, and First Colorado Bancorp, Inc., parent
company of First Federal Bank of Colorado, headquartered in Lakewood, Colorado,
with assets of approximately $1.6 billion, deposits of approximately $1.2
billion and operating 27 branches.
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During the current quarter, Commercial Federal entered into a definitive
agreement to acquire Midland First Financial, parent company of Midland Bank, a
Missouri-based, privately held, commercial bank, headquartered in Lee's Summit,
Missouri, that operates eight offices in the Kansas City metropolitan area, with
assets of approximately $397 million and deposits of approximately $352 million.
This transaction is subject to regulatory approvals and is anticipated to close
during the quarter ended March 1999.
Commercial Federal Corporation is the parent company of Commercial Federal
Bank which currently operates 242 retail branches in Iowa (77), Colorado (43),
Nebraska (42), Kansas (41), Oklahoma (20), 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 shares are traded on the New York Stock Exchange under
the symbol "CFB."
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