CUSIP 201647104 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 30, 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. 2 amends and supplements the
Schedule 13D originally filed on behalf of Franklin Mutual
Advisers, LLC ("FMA") with the Securities and Exchange
Commission ("SEC") on August 3, 1999 (as amended September
9, 1999, the "Schedule 13D"). The text of Item 5 of the
Schedule 13D is hereby supplemented as follows:
Item 5. Interest In Securities of the Issuer
As previously disclosed in Amendment No. 1 to the
Schedule 13D, on September 8, 1999 FMA notified Commercial
Federal Corporation (the "Company") of FMA's nomination of
two directors for election at the Company's next annual
meeting of stockholders. FMA's nominees are J. Thomas
Burcham and George R. Zoffinger and its alternate nominee is
Matthew P. Wagner. Mr. Burcham is the beneficial owner of
825,738 shares of common stock of the Company and Mr.
Zoffinger is the beneficial owner of 1,000 shares of common
stock of the Company. Mr. Wagner does not beneficially own
any shares of common stock of the Company.
Although it is expected that Mr. Burcham and Mr.
Zoffinger will vote their shares of common stock of the
Company in favor of FMA's nominees, there is no arrangement,
agreement or understanding between or among FMA and any of
its nominees with respect to the voting or disposition of
shares of common stock of the Company.
FMA disclaims that FMA and its nominees are acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934, as amended. Consequently, the filing
of this Amendment No. 2 shall not be construed as an
admission that FMA is the beneficial owner of any shares of
the common stock of the Company owned by FMA's nominees.
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 30, 1999
FRANKLIN MUTUAL ADVISERS, LLC
By: Franklin/Templeton Distributors, Inc.
Its Managing Member
/s/Leslie M. Kratter
LESLIE M. KRATTER
Secretary
