CUSIP 201647104 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
October 29, 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
4,663,852 (See Item 5)
8. SHARED VOTING POWER
None (See Item 5)
9. SOLE DISPOSITIVE POWER
4,663,852 (See Item 5)
10. SHARED DISPOSITIVE POWER
None (See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,663,852 (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
7.9%
14. TYPE OF REPORTING PERSON
IA
This Amendment No. 5 relates to the Schedule 13D
originally filed on behalf of Franklin Mutual Advisers, LLC
("Franklin Mutual") with the Securities and Exchange
Commission ("SEC") on August 3, 1999 (as amended September
9, 1999, September 28, 1999, October 6, 1999, and October
18, 1999, the "Schedule 13D"). The text of Items 4, 5(c), 6
and 7 of the Schedule 13D is hereby supplemented and amended
as follows:
Item 4. Purpose of the Transaction.
On October 29, 1999, Franklin Mutual and Commercial
Federal Corporation ("CFC") announced that they have entered
into an agreement (the "Agreement") that settles the
litigation and ends the proxy contest relating to the
election of directors at the 1999 annual meeting of
stockholders of CFC (the "Annual Meeting"). Pursuant to the
terms of the Agreement, the four directors to be nominated
for election at the Annual Meeting (the "Slate") will be
Robert F. Krohn, Michael P. Glinsky, George R. Zoffinger and
Joseph P. Whiteside. The first two nominees have been
selected by CFC and the latter two have been selected by
Franklin Mutual. A copy of the Agreement between Franklin
Mutual and CFC is attached hereto as Exhibit A. The press
release, dated October 29, 1999, announcing the settlement
is attached hereto as Exhibit B.
Item 5. Interest in Securities of the Issuer.
(c) There was one purchase of 300 shares of the Common Stock
within the past sixty days (on November 1, 1999 at $19.9375
per share).
Item 6. Contracts, Arrangments, Understandings or
Relationships With Respect to Securities of the Issuer.
Pursuant to the terms of the Agreement, Franklin Mutual
will cease all solicitation efforts on behalf of George R.
Zoffinger, J. Thomas Burcham and Matthew P. Wagner, will
withdraw its nomination of Messrs. Burcham and Wagner, and
will not vote any proxies which it has solicited in
connection with such solicitation efforts. Pursuant to the
terms of the Agreement, Franklin Mutual agrees to vote all
its shares at the Annual Meeting in favor of the Slate.
Item 7. Material to Be Filed as Exhibits.
Exhibit A. Agreement between Franklin Mutual
Advisers, LLC and Commercial Federal Corporation,
dated October 29, 1999.
Exhibit B. Commercial Federal Corporation press
release, dated October 29, 1999.
Signature.
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.
Date: November 5, 1999
FRANKLIN MUTUAL ADVISERS, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
EXHIBIT A
FOR SETTLEMENT PURPOSES ONLY Privileged and Confidential
Draft: Oct. 29,1999
THIS AGREEMENT (the "Agreement") dated as of October
29, 1999, is by and among Commercial Federal Corporation
("Commercial Federal"), a Nebraska corporation, and Franklin
Mutual Advisers, LLC ("Franklin"), a Delaware limited liability
company.
WHEREAS, there is currently scheduled for November 16,
1999, the annual meeting of Commercial Federal stockholders (the
"Annual Meeting") to consider, among other things, the election
of four individuals to the Commercial Federal Board of Directors;
and
WHEREAS, Commercial Federal has nominated Robert F.
Krohn, Robert S. Milligan, Michael P. Glinsky and Sharon G.
Marvin to stand for election at the Annual Meeting, and Franklin
has nominated J. Thomas Burcham and George R. Zoffinger to stand
for election at the Annual Meeting and has designated Matthew P.
Wagner as an "alternate nominee"; and
WHEREAS, a dispute has arisen between Commercial
Federal and Franklin regarding the eligibility of Messrs. Burcham
and Wagner to be nominated and/or to serve as directors of
Commercial Federal if elected, and regarding the validity of a
September 28, 1999 amendment to Commercial Federal's by-laws
regarding certain management interlocks (the "Amended By-law"),
which dispute has resulted in litigation pending in the United
States District Court for the District of Nebraska, captioned
Commercial Federal Corporation v. Franklin Mutual Advisers, LLC,
et al., Case No. 8:99 CV 419, and Franklin Mutual Advisers, LLC,
et al. v. Commercial Federal Corporation, et al., Case No. 8:99
CV 427 (the "Litigation"); and
WHEREAS, the parties hereto desire to terminate the
Litigation, and in connection therewith to agree upon a slate of
four nominees to stand for election at the Annual Meeting, as
more fully provided for herein;
NOW THEREFORE, in consideration of the promises and the
representations, and warranties, covenants and agreements
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby
agree as follows:
1. Upon execution of this Agreement, Franklin shall withdraw
its nomination of Messrs. Burcham and Wagner, shall cease all
solicitation efforts on behalf of Messrs. Burcham, Zoffinger,
Wagner, or any other person in connection with the Annual
Meeting, and shall not vote any proxies which it has solicited in
connection with such efforts. Messrs. Burcham and Wagner will
not stand for election at the Annual Meeting. Each party shall
bear its own solicitation and litigation costs.
2. Commercial Federal shall nominate for election a slate of
four individuals, consisting of George R. Zoffinger, Joseph
Whiteside, Robert F. Krohn and Michael P. Glinsky. Commercial
Federal shall use all reasonable efforts to cause the election of
the foregoing slate of nominees at the Annual Meeting, including
without limitation the filing of amended proxy materials with the
Securities and Exchange Commission and the distribution of such
amended proxy materials to the shareholders. Franklin shall vote
all its shares in favor of that slate.
3. The Amended By-law shall remain in effect.
4. Promptly following execution of this Agreement, the parties
shall issue a press release in the form attached hereto as
Exhibit A.
5. Upon execution of this Agreement, the parties will (i)
execute the Litigation Releases in the forms attached hereto as
Exhibit B; and (ii) execute and promptly file with the United
States District Court for the District in Nebraska the
Stipulation and Orders of Dismissal in the forms attached hereto
as Exhibit C.
6. The parties hereto agree and acknowledge that time is of the
essence in the performance of this Agreement.
7. This Agreement and all disputes hereunder shall be governed
by and construed and enforced in accordance with the laws of the
State of Nebraska, without regard to the principles of conflicts
of law thereof.
8. This Agreement may be executed in any number of
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when counterparts have been
signed by each party hereto and delivered to each other party.
Copies of executed counterparts transmitted by telecopy or other
electronic transmission service shall be considered original
executed counterparts, provided receipt of copies of such
counterparts is confirmed.
9. If either Mr. Zoffinger or Mr. Whiteside, or both, are
unavailable or unable to stand for election at the Annual Meeting
for any reason, Franklin Mutual shall have the right to select a
replacement nominee who is mutually acceptable to Commercial
Federal and Commercial Federal shall take all action necessary to
nominate such replacement nominee at the Annual Meeting.
10. Commercial Federal represents that it has no present
intention of increasing the size of its Board to more than 10
members.
11. The parties hereto agree that irreparable damage would occur
in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition
to any other remedy at law or equity.
COMMERCIAL FEDERAL CORPORATION
/s/ William A. Fitzgerald
Name: William A. Fitzgerald
Title: Chairman of the Board
FRANKLIN MUTUAL ADVISERS, LLC
/s/ Dennis J. Block
Name: Dennis J. Block
Title: Attorney in Fact
EXHIBIT B
NEWS RELEASE
Contact: Commercial Federal
The Torrenzano Group
Donald W. Schuster
Beth S. Jarecki
(212) 681-1700 ext. 103/115
Franklin Mutual
Holly Gibson
(650) 312-4701
Commercial Federal Corporation and Franklin Mutual Advisers, LLC
Announce Resolution of Proxy Solicitation
Omaha, Nebraska and Short Hills, New Jersey (October
29, 1999) -- Commercial Federal Corporation (NYSE: CFB) and
Franklin Mutual Advisers, LLC today announced that they have
settled the litigation and ended the proxy contest relating
to the election of directors at Commercial Federal's
upcoming annual shareholders meeting.
As a result of the agreement, the four directors to be
nominated for election at Commercial Federal's upcoming
shareholders meeting will include Robert F. Krohn, Michael
P. Glinsky, George R. Zoffinger and Joseph P. Whiteside.
The first two nominees have been selected by Commercial
Federal and the latter two have been selected by Franklin
Mutual.
Mr. Zoffinger is the president and chief executive
officer of Constellation Capital Corp., a New Jersey-based
commercial finance and investment company. He is also a
director of Admiralty Bank Corp., a bank holding company
located in Florida. He is the former chairman of Corestates
New Jersey National Bank, a $6 billion bank, as well as the
former president and chief executive officer of
Constellation Bancorp, a bank holding company which was sold
to Corestates in 1993.
Mr. Whiteside has had a highly successful career in the
banking industry spanning more than 30 years. He spent 16
years with Mellon Bank in Pittsburgh before going on to
serve as the chief financial officer of several publicly
traded banking companies in the United States. Mr.
Whiteside currently serves as a senior adviser to National
Australia Bank and as Chairman of WeatherWise USA, Inc., a
Pittsburgh-based company that provides financial and other
services to the public utilities industry.
Raymond Garea, senior vice president of Franklin
Mutual, stated that "I'm happy that we have been able to
settle this dispute amicably and in the best interests of
the Commercial Federal shareholders."
Mr. William Fitzgerald, chairman and chief executive
officer of Commercial Federal, echoed Mr. Garea's
sentiments, stating that "We are very happy to be able to
resolve this matter and move forward with an excellent Board
of Directors that is dedicated to the best interests of all
of our shareholders."
Commercial Federal Corporation is the parent company of
Commercial Federal Bank, a $12.8 billion federal savings
bank, which currently operates 257 retail offices in Iowa,
Kansas, Nebraska, Colorado, Oklahoma, Missouri, Arizona,
Minnesota, and South Dakota.
Franklin Mutual Advisers, LLC serves as the
investment manager for the Mutual Series funds and is
headquartered at 51 JFK Parkway, Short Hills, New Jersey
07078.
