COMMERCIAL FEDERAL CORP
8-K, 1999-11-02
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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, 1999


            COMMERCIAL FEDERAL CORPORATION
- ------------------------------------------------------
(Exact name of registrant as specified in its charter)


  Nebraska             1-11515                  47-0658852
- ---------------       ------------       ----------------------
(State or other       (Commission           (I.R.S. Employer
jurisdiction of       File Number)       (Identification Number)
incorporation)

2120 South 72nd Street, Omaha, Nebraska               68124
- ----------------------------------------            ----------
(Address of principal executive offices)            (Zip Code)


Registrant's telephone number including area code:(402) 554-9200




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Item 5.   Other Events
          ------------

     On October 29, 1999, Commercial Federal Corporation (the
"Registrant") entered into an agreement (the "Settlement
Agreement") with Franklin Mutual Advisers, LLC ("Franklin") to
settle all pending litigation and the proxy contest relating to
the election of directors at the Registrant's 1999 Annual
Meeting of Stockholders to be held on November 16, 1999.  The
following is a brief summary of the terms of the Settlement
Agreement, a copy of which is included as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

     FRANKLIN SOLICITATION; DIRECTOR NOMINEES.  The Settlement
Agreement provides that Franklin will immediately cease its
solicitation of proxies in connection with the Annual Meeting
and will not vote any proxies it has solicited at the Annual
Meeting.  Franklin has also agreed to vote its shares in favor
of the Registrant's reconfigured slate of directors.

     The Registrant agreed to include George R. Zoffinger and
Joseph J. Whiteside in place of two of its previously announced
nominees and they, together with Robert F. Krohn and Michael P.
Glinsky, will constitute all of the nominees for the four seats
up for election at the Annual Meeting.  Robert S. Milligan and
Sharon G. Marvin who had been named in the Registrant's Proxy
Statement will no longer stand for reelection at the Annual
Meeting.  J. Thomas Burcham and Matthew P. Wagner who had been
named in Franklin's proxy materials as a nominee and alternate,
respectively, also will not stand for election.  In the event
that either Mr. Zoffinger or Mr. Whiteside, or both, are unable
or unwilling to stand for election at the Annual Meeting (an
event not now anticipated), the Registrant has agreed to permit
Franklin to select a replacement nominee who is mutually accept
able to the Registrant and Franklin.  The Registrant has agreed
to nominate any such replacement nominee at the Annual Meeting.

     DISMISSAL OF LITIGATION AND RELEASES.  All pending
litigation between the parties has been dismissed with
prejudice.  The Settlement Agreement also provides for mutual
releases by all parties to the litigation of all claims relating
to the proxy solicitation, the Annual Meeting and all related
matters.

     BY-LAW AMENDMENT.  The parties agreed that the Registrant's
recently-announced By-Law amendment, which provides that no
person who is a controlling person or management official of
a federally insured depository organization (other than
affiliates of the Registrant) that operates branches in any
market in which the Registrant operates branches shall be
eligible to be nominated for service, or to serve, as a director
of the Registrant, shall remain in effect.
     The exhibits to this Current Report on Form 8-K also
included the press release jointly issued by the Registrant and
Franklin.  Such press release was issued on October 29, 1999 and
is incorporated herein by reference.


                              2

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Item 7.   Financial Statements, Pro Forma Financial Information
          and Exhibits.
          -----------------------------------------------------

     Exhibit 99.1    Agreement dated October 29, 1999,
                     by and between Commercial Federal
                     Corporation and Franklin Mutual
                     Advisers, LLC (without exhibits)

     Exhibit 99.2    Joint Press Release issued on October 29,
                     1999

                              3
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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 hereunto duly
authorized.

                     COMMERCIAL FEDERAL CORPORATION




                     By:   /s/ James A. Laphen
                           -----------------------------------
                           James A. Laphen, President, Chief
                           Operating Officer and Chief
                           Financial Officer
                           (Duly Authorized and Principal
                           Financial Officer)

Date: November 2, 1999

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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

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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.


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                            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

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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.

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     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.

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     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.



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