CUSIP 201647104 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Commercial Federal Corporation
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
201647104
(CUSIP Number)
Raymond Garea
Robert Friedman
Peter A. Langerman
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2174
(Name, Address and Telephone Number of Person
Authorized to
Receive Notices and Communications)
August 3, 1999
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-l(e) 13d-1(f) or 13d-1(g) or (4), check the
following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7. SOLE VOTING POWER
4,663,552 (See Item 5)
8. SHARED VOTING POWER
None (See Item 5)
9. SOLE DISPOSITIVE POWER
4,663,552 (See Item 5)
10. SHARED DISPOSITIVE POWER
None (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,663,552 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.7%
14. TYPE OF REPORTING PERSON IA
Item 1. Security and Issuer
This statement relates to the Common Stock (the "Common
Stock") of COMMERCIAL FEDERAL CORPORATION (the "Issuer").
The Issuer's principal executive offices are located at 2210
South 72nd Street, Omaha, Nebraska 68124.
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, LLC ("FMA")
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S.
Securities and Exchange Commission
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
The name, residence or business address, and the principal
occupation or employment and the name, principal business
and address of any corporation or other organization in
which such employment is conducted, of each executive
officer and director and each controlling person, if any, of
the reporting person named above is set forth in Exhibit A
hereto. To the best knowledge of the persons listed in Item
2 hereof, each person listed on Exhibit A is a United States
citizen and, during the last five years, neither the
reporting person nor any person listed in Exhibit A attached
(i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to, a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $118.267 million (including brokerage
commissions). All such funds were provided by FMA's advisory
clients' working capital.
Item 4. Purpose of Transaction
The securities covered in this statement were originally
acquired by FMA's advisory clients for the purpose of
investment.
However, FMA believes that it is no longer in the best
interest of the Issuer's shareholders for the Issuer to
remain an independent entity. FMA has reached this
conclusion after meetings and discussions with the Issuer's
senior management ("Management"), reviewing Issuer's
financial performance, goals and targets, and assessing the
Issuer's historical performance and future prospects.
The question of Issuer's remaining an independent entity is
not new. In 1995, the Issuer lost a proxy fight to a
dissident holder who advocated the sale of the Issuer.
However, Management and the Board was able to purchase the
shares from said holder, whose representatives then resigned
from the Issuer's Board of Directors (the "Board"). More
recently, Management has indicated that the Board has
regularly undertaken an assessment of its strategic options
to determine the course of action that the Issuer should
follow. The Board has obviously concluded that the Issuer
should remain independent.
FMA believes that the Board's conclusion is wrong. Moreover,
over the past several years, the Issuer has consummated a
series of acquisitions that have systematically diminished
shareholder value. Given the above, and the attractiveness
of consolidation within the banking industry, FMA does not
believe that any realistic, stand-alone operating plan can
come close to generating shareholder returns that would
result from a sale or merger of the Issuer.
FMA may take a number of actions in order to insure that the
Issuer and its Board weigh shareholder interests
appropriately in determining the Issuer's future. It may
communicate and discuss its views with other shareholders of
the Issuer and members of the Board. FMA may communicate
with financial institutions concerning their interest in
possibly acquiring the Issuer. It may retain an investment
banker to help it evaluate its options or to solicit
interest and/or bids from potential acquirors. FMA may make
proposals to the Board (including with regard to a possible
sale of the Issuer), seek representation on the Board, and
solicit proxies or written consents from other shareholders
of the Issuer.
In the future, FMA may decide to purchase on behalf of its
advisory clients additional shares of the Common Stock, or
sell part or all of its advisory clients' current holdings
of Common Stock.
FMA's advisory clients reserve the right to exercise any and
all of their respective rights as a stockholder of the
Issuer in a manner consistent with their equity interests.
Except as set forth above, neither FMA nor, to the best
knowledge of FMA, any executive officer or director of FMA,
has any present plans or intentions which would relate to or
would result in:
(i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries;
(ii) the sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals
to change the number or term of directors or to fill any
existing vacancies on the board;
(iv) any material change in the present capitalization or
dividend policy of the Issuer;
(v) any other material change in the Issuer's business or
corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(viii) a class of equity security of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) The securities reported on herein are beneficially
owned by one or more open-end investment companies or other
managed accounts which, pursuant to advisory contracts, are
advised by FMA, an indirect wholly owned subsidiary of
Franklin Resources, Inc. ("FRI"). Such advisory contracts
grant to FMA all investment and voting power over the
securities owned by such advisory clients. Therefore, FMA
may be deemed to be, for purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, the beneficial owner of the
securities covered by this statement.
Beneficial ownership by investment advisory subsidiaries and
other affiliates of FRI is being reported in conformity with
the guidelines articulated by the SEC staff in Release No.
34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and
investment powers over the securities being reported
independently from each other. The voting and investment
powers held by FMA are exercised independently from FRI, and
from all other investment advisor subsidiaries of FRI (FRI,
its affiliates and investment advisor subsidiaries other
than FMA are collectively referred to herein as "FRI
affiliates"). Furthermore, FMA and FRI internal policies and
procedures establish informational barriers that prevent the
flow between FMA and the FRI affiliates of information that
relates to the voting and investment powers over the
securities owned by their respective advisory clients.
Consequently, FMA and the FRI affiliates are each reporting
the securities over which they hold investment and voting
power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the
outstanding Common Stock of FRI and are the principal
shareholders of FRI. However, FMA exercises voting and
investment powers on behalf of its advisory clients
independently of FRI, the Principal Shareholders, and their
respective affiliates. Consequently, beneficial ownership of
the securities being reported by FMA is not attributed to
FRI, the Principal Shareholders, and their respective
affiliates other than FMA. FMA disclaims any economic
interest or beneficial ownership in any of the securities
covered by this statement.
Furthermore, FRI, the Principal Shareholders, and their
respective affiliates including FMA, are of the view that
they are not acting as a "group" for purposes of Section
13(d) under the 1934 Act and that they are not otherwise
required to attribute to each other the "beneficial
ownership" of securities held by any of them or by any
persons or entities advised by FRI subsidiaries.
(c) There were no transactions in the shares of the Common
Stock within the past sixty days.
(d) No person other than the respective advisory clients of
FMA have the right to receive or the power to direct the
receipt of dividends from, or the proceeds of the sale of
the securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer
Other than as disclosed above, no persons named in Item 2
herein, nor to the best of such person's knowledge, no
person named in Exhibit A hereto, has any contract,
arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of
the Issuer, including, but not limited to, transfer or
voting of any securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A Executive Officers and Directors of Reporting
Person
After reasonable inquiry, and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
August 4, 1999
Franklin Mutual Advisers, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Martin L. Flanagan
Senior Vice President/Chief Financial Officer -FMA
FRI
Deborah R. Gatzek
Vice President and Assistant Secretary - FMA
FRI
Leslie M. Kratter
Secretary - FMA
FRI
Kenneth A. Lewis
Controller - FMA
FRI
Jeffrey A. Altman
Senior Vice President - FMA
FMA
Jeff Diamond
Vice President - FMA
FMA
Robert L. Friedman
Senior Vice President and Chief Investment Officer- FMA
FMA
Raymond Garea
Senior Vice President - FMA
FMA
Ephraim Karpel
Vice President - FMA
FMA
Andrea Kraszewski
Vice President - FMA
FMA
Peter A. Langerman
President/Chief Executive Officer/Director - FMA
FMA
David Marcus
Senior Vice President - FMA
FMA
Susan Potto
Vice President - FMA
FMA
Michael F. Price
Chairman - FMA
FMA
Magali Simo
Vice President - FMA
FMA
Charles R. Sims
Treasurer - FMA
FMA
Lawrence N. Sondike
Senior Vice President - FMA
FMA
Bradley Takahashi
Assistant Vice President - FMA
FMA
Leigh Walzer
Vice President - FMA
FMA
David Winters
Senior Vice President - FMA
FMA
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of Franklin/Templeton Distributors, Inc.,
(the Parent Company of Franklin Mutual Advisers, LLC) and a
number of investment advisers and administrative companies
providing investment advice and administrative services to
the Franklin/Templeton Group of Funds, Franklin Mutual
Series Fund Inc., managed accounts and other investment
products.
FMA Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities
and Exchange Commission and investment adviser to the
Franklin Mutual Series Fund Inc.
