CUSIP 201647104 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
September 8, 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
This Amendment No. 1 relates to the Schedule 13D
originally filed on behalf of Franklin Mutual Advisers, LLC
("FMA") with the Securities and Exchange Commission ("SEC")
on August 3, 1999. The text of items 4 and 7 of said
schedule 13D are hereby supplemented as follows:
Item 4. Purpose of the Transaction
In connection with the purpose set forth in Schedule
13D originally filed by FMA with the SEC on August 3, 1999,
FMA, in a letter dated September 8, 1999, attached as an
exhibit hereto, notified the Company of FMA's intention to
nominate two directors for election at the Company's next
annual meeting of stockholders. The nominees of FMA will be
committed to pursuing a value maximization strategy which
includes considering a sale of the Company. FMA intends to
pursue vigorously the election of its nominees through the
solicitation of proxies at the next annual meeting.
FMA has retained Cadwalader, Wickersham & Taft, New
York, New York and Innisfree M&A Incorporated to assist FMA.
Item 7. Material to Be Filed as an Exhibit
Stockholder Notice of Nominations, dated September 8, 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: September 9, 1999
FRANKLIN MUTUAL ADVISERS, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
STOCKHOLDER NOTICE OF NOMINATIONS
FRANKLIN MUTUAL ADVISERS, LLC
51 John F. Kennedy Parkway
Short Hills, NJ 07078
BY FIRST CLASS MAIL
September 8, 1999
Mr. Gary L. Matter
Corporate Secretary
Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska 68101
Dear Mr. Matter:
Cede & Co., the record owner of 4,615,952 shares of common
stock of Commercial Federal Corporation (the "Company" or "CFC"),
and Franklin Mutual Advisers, LLC ("FMA"), the beneficial owner
of 4,663,552 shares of common stock of the Company, in accordance
with Section 14 of the Company's By-Laws, hereby formally notify
the Company that the Notice of Annual Meeting of Stockholders for
the 1999 Annual Meeting should include the election of the
nominees set forth in Exhibit A to this letter to fill two of the
Board of Directors vacancies scheduled to be filled at the 1999
Annual Meeting. In the event either of our two nominees is
unable to serve as a director, we have included information with
respect to an alternate nominee.
The undersigned's nominees and alternate meet all of the
requirements of the federal banking laws applicable to CFC. The
undersigned will promptly provide the Company any other
information regarding their nominees and alternate as is
reasonably requested by the Company.
The undersigned reserve the right to revise, add to or
supplement the nominations set forth in the exhibits hereto, for
consideration in the Notice of Annual Meeting, as well as to
submit other business for consideration at the Annual Meeting.
Thank you for your attention to this matter.
Very truly yours,
Franklin Mutual Advisers, LLC
By:
Name:
Title:
Cede & Co.
By:
Exhibit A
(i) NAMES AND ADDRESSES OF NOMINEES
Name: J. Thomas Burcham
Age (date of birth): 57 (October 19, 1941)
Principal Occupation : Private Investor/Consultant
Business Address : c/o Missouri Bank and Trust
Company
1044 Main Street
Kansas City, MO 64105
Residence Address : 191 Damifiwill (P.O.Box
1818)
Boca Grande, FL 33921
Number of shares
beneficially owned: 825,7381
Name: George R. Zoffinger
Age (date of birth): 51 (February 24, 1948)
Principal Occupation : President & CEO
Business Address Constellation Capital Corp.
120 Albany St. Plaza
New Brunswick, NJ 08901
Residence Address: 7 Maidstone Ct.
Skillman, NJ 08558
Number of shares
beneficially owned: 10002
(ii)ALTERNATE NOMINEE IF EITHER OF THE FOREGOING NOMINEES
IS UNABLE TO SERVE OR IS OTHERWISE UNAVAILABLE FOR
ELECTION
Name: Matthew P. Wagner
Age (date of birth): 43 (July 13, 1956)
Principal Occupation : President & CEO3
Business Address: Western Bancorp
Bank Holding Co.
Newport Beach, CA
Residence Address : 1426 Mockingbird Place
Los Angeles, CA 90069
Number of shares
beneficially owned: 0
J. Thomas Burcham, the undersigned, does hereby consent to
serve as a Director of Commercial Federal Corporation if
so elected at the 1999 Annual Meeting.
Date: September __, 1999
_________________________________
J. Thomas Burcham
George R. Zoffinger, the undersigned, does hereby consent
to serve as a Director of Commercial Federal Corporation
if so elected at the 1999 Annual Meeting.
Date: September __, 1999
_________________________________
George R. Zoffinger
Matthew P. Wagner, the undersigned, does hereby consent to
serve as a Director of Commercial Federal Corporation if
so elected at the 1999 Annual Meeting.
Date: September __, 1999
_________________________________
Matthew P. Wagner
_______________________________
1 Includes 106,822 shares in trusts of which J. Thomas
Burcham is one of three trustees. Also includes 90,000
shares in Goldman Sachs Greenstreet Exchange Fund LP,
37,594 shares owned by spouse and 6,507 shares owned by
adult daughter.
2 All 1000 shares owned by Zoffinger Family LTD
Partnership.
3 Scheduled to resign from both positions in October, 1999
upon the sale of Western Bancorp to U.S. Bancorp.
