COMMERCIAL FEDERAL CORP
8-K, 1999-12-30
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):  December 27, 1999
                                                   -----------------


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



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


2120 SOUTH 72nd STREET, OMAHA, NEBRASKA                  68124
- --------------------------------------------------------------------------------
     (Address of principal executive offices)          (Zip Code)


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


                                NOT APPLICABLE
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)


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                         COMMERCIAL FEDERAL CORPORATION
                         ------------------------------

                                    FORM 8-K
                                    --------

                                 CURRENT REPORT
                                 --------------

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

     On December 27, 1999, Commercial Federal Corporation ("Commercial Federal")
     announced that its Board of Directors authorized the repurchase of up to
     three million shares of its outstanding common stock during the next 18
     months.  Commercial Federal currently has 58,218,247 common shares
     outstanding.  The repurchase of three million shares of Commercial Federal
     common stock announced April 29, 1999, will be completed by December 31,
     1999.  Repurchases could be made at any time and in any amount, depending
     upon market conditions and various other factors.  Any repurchase generally
     would be on the open-market, although privately negotiated transactions are
     also possible.  In compliance with Nebraska law, all repurchased shares
     will be cancelled.

     Information regarding this stock repurchase is set forth in Commercial
     Federal's press release dated December 27, 1999, attached hereto as Exhibit
     99 and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits:
- -------------------------------------------

(a)  Exhibits:

     Exhibit 99.   Press release dated December 27, 1999.


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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 thereunto duly authorized.



                                 COMMERCIAL FEDERAL CORPORATION
                                 ------------------------------
                                 (Registrant)


Date:  December 29, 1999         /s/  James A. Laphen
       -----------------         --------------------
                                 James A. Laphen, President, Chief Operating
                                 Officer and Chief Financial Officer (Duly
                                 Authorized and Principal Financial Officer)



Date:  December 29, 1999         /s/ Gary L. Matter
       -----------------         ------------------
                                 Gary L. Matter, Senior Vice President,
                                 Controller and Secretary
                                 (Principal Accounting Officer)


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<PAGE>

                                   Exhibit 99

                     Press Release Dated December 27, 1999




<PAGE>

Date:           December 27, 1999

Contact:        Larry R. Goddard
                Investor Relations Department
                (402) 390-6553

FOR IMMEDIATE RELEASE
- ---------------------

          Omaha, Nebraska (December 27, 1999) - Commercial Federal Corporation
     (NYSE: CFB) announced today that its Board of Directors authorized the
     additional repurchase of up to 3 million shares of the Company's
     outstanding common stock during the next 18 months. Commercial Federal
     currently has 58,218,247 common shares outstanding. The repurchase of 3
     million shares of the Company's outstanding common stock, announced in
     April 1999, will be completed this week.

          Repurchases could be made at any time and in any amount, depending
     upon market conditions and various other factors. Any repurchase generally
     would be on the open-market, although privately negotiated transactions are
     possible. In compliance with Nebraska law, all repurchased shares will be
     cancelled.

          "The repurchase of Commercial Federal shares continues to be an
     important component of our capital management," stated William A.
     Fitzgerald, chairman and chief executive officer. "The Company's stock is
     undervalued at its current price level and represents an attractive
     investment opportunity."

          Commercial Federal Corporation, with assets of $13.1 billion at
     September 30, 1999, is the holding company for Commercial Federal Bank, a
     federal savings bank that operates 259 retail offices in Iowa, Colorado,
     Nebraska, Kansas, Oklahoma, Missouri, Arizona, South Dakota, and Minnesota.

          Commercial Federal shares are traded on the New York Stock Exchange
     under the symbol "CFB."


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