<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
COMMERCIAL FEDERAL CORPORATION
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1. Amount previously paid:
____________________________________________
2. Form, Schedule or Registration Statement no.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________
<PAGE>
<PAGE>
[COMMERCIAL FEDERAL CORPORATION LETTERHEAD]
October 19, 1999
ANNUAL MEETING
NOVEMBER 16, 1999
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Commercial Federal Corporation (the
"Corporation") to be held on Tuesday, November 16, 1999, at
10:00 a.m. at the Holiday Inn Central Convention Centre, 3321
South 72nd Street, "Holiday C" Meeting Room, Omaha, Nebraska.
Your Board of Directors and Management look forward to greeting
personally those stockholders able to attend.
At this meeting, as set forth in the accompanying Notice
of Annual Meeting and Proxy Statement, stockholders will be
asked to consider and act upon the election of four directors
for three-year terms (the Board having nominated Robert F.
Krohn, Robert S. Milligan, Michael P. Glinsky and Sharon G.
Marvin). During the meeting, we will also report on the
operations of the Corporation and its principal subsidiary,
Commercial Federal Bank, a Federal Savings Bank. Directors and
officers of the Corporation will be present to respond to any
questions you may have.
Your vote is important, regardless of the number of shares
you own. We urge you to sign, date and mail the enclosed Blue
Proxy Card as soon as possible, even if you currently plan to
attend the annual meeting. This will not prevent you from voting
in person, but will assure that your vote is counted if you are
unable to attend the meeting.
On behalf of your Board of Directors, thank you for your
continued support.
Sincerely,
/s/ William A. Fitzgerald /s/ James A. Laphen
William A. Fitzgerald James A. Laphen
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer
<PAGE>
<PAGE>
_________________________________________________________________
COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 1999
_________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders (the "Meeting") of Commercial Federal Corporation
(the "Corporation") will be held at the Holiday Inn Central
Convention Centre, 3321 South 72nd Street, "Holiday C" Meeting
Room, Omaha, Nebraska, on Tuesday, November 16, 1999, at 10:00
a.m.
A Blue Proxy Card and a Proxy Statement for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The election of four directors each for a
three-year term; and
2. Such other matters as may properly come before
the Meeting or any adjournments or
postponements thereof.
NOTE: The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on the foregoing matters at the
Meeting on the date specified above or on any date or dates to
which, by original or later adjournment or postponement, the
Meeting may be adjourned or postponed. Pursuant to the Bylaws
of the Corporation, the Board of Directors has fixed the close
of business on October 13, 1999, as the record date for
determination of the stockholders entitled to notice of and to
vote at the Meeting and any adjournments or postponements
thereof.
You are requested to sign and date the enclosed Blue Proxy
Card which is solicited by the Board of Directors and to mail it
promptly in the enclosed postage-paid envelope. The proxy will
not be used if you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary L. Matter
GARY L. MATTER
SECRETARY
Omaha, Nebraska
October 19, 1999
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT
THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE SIGN, DATE AND PROMPTLY MAIL YOUR ENCLOSED BLUE PROXY
CARD. STOCKHOLDERS WITH QUESTIONS OR REQUIRING ASSISTANCE MAY
CALL D. F. KING & CO., INC., WHICH IS ASSISTING YOUR
CORPORATION, TOLL-FREE AT (800) 431-9629.
<PAGE>
<PAGE>
_________________________________________________________________
PROXY STATEMENT
OF
COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 16, 1999
_________________________________________________________________
_________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement and the enclosed Blue Proxy Card are
furnished in connection with the solicitation of proxies by the
Board of Directors of Commercial Federal Corporation (the
"Corporation"), to be used at the Annual Meeting of Stockholders
of the Corporation and at any adjournments or postponements
thereof (the "Meeting") which will be held at the Holiday Inn
Central Convention Centre, 3321 South 72nd Street, "Holiday C"
Meeting Room, Omaha, Nebraska, on Tuesday, November 16, 1999, at
10:00 a.m. The accompanying Notice of Annual Meeting, this
Proxy Statement and the Blue Proxy Card are being first mailed to
stockholders on or about October 19, 1999.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
The close of business on October 13, 1999, has been fixed
as the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting. At that date,
the Corporation had outstanding 59,162,712 shares of common
stock, par value $.01 per share (the "Common Stock"). Holders
of Common Stock are entitled to one vote per share for the
election of directors, subject to the right to cumulate votes as
described below, and upon all matters on which stockholders are
entitled to vote.
Proxies solicited by the Board of Directors of the
Corporation which are properly executed and returned to the
Corporation will be voted at the Meeting, and any adjournments
or postponements thereof, in accordance with the directions
given thereon. Executed proxies on which no directions are
indicated will be voted FOR the election of the Corporation's
nominees named herein. If any other matters are properly
brought before the Meeting, the proxies solicited by the Board
of Directors will be voted on such matters as determined by a
majority of the Board. Other than the election of directors,
the Board of Directors is not currently aware of any other
matters to be brought before the Meeting.
The presence in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock entitled to
vote at the Meeting is necessary to constitute a quorum thereat.
If a quorum is not present or represented by proxy, the
stockholders entitled to vote, present or represented by proxy,
have the power to adjourn the Meeting from time to time, without
notice other than an announcement at the Meeting, until a quorum
is present or represented. Assuming a quorum is present, under
Nebraska law directors shall be elected by a plurality of votes
cast by stockholders at the Meeting (abstention and broker non-
votes not being considered in determining the outcome of the
election).
Pursuant to the Bylaws of the Corporation and Nebraska
law, every stockholder entitled to vote for the election of
directors has the right to vote the number of shares owned
thereby for as many persons as there are directors to be
elected, or to cumulate votes by multiplying the number of
shares held by such stockholder by the number of directors to be
elected and to cast such votes for one director or distribute
them among any number of candidates. Unless otherwise indicated
by the stockholder, a vote FOR the Board of Directors' nominees
on the accompanying Blue Proxy Card will give the proxies named
therein discretionary authority to cumulate all votes to which
the stockholder is entitled and to allocate such votes in favor
of one or more of the Board's nominees, as the proxies may
determine. Additionally,
<PAGE>
<PAGE>
executed proxies will confer discretionary authority on the
proxies named therein to vote with respect to the election of any
person recommended by the Board of Directors as a director where
the nominee is unable to serve or for good cause will not serve
(an event not now anticipated).
Execution of a Blue Proxy Card will not affect your right
to attend the Meeting and to vote in person. A stockholder
executing a proxy may revoke such proxy at any time before it is
voted by (i) filing a written notice of revocation with the
Secretary of the Corporation at the address provided above, (ii)
filing a duly executed proxy bearing a later date, or (iii)
attending and voting in person at the Meeting. Attendance at
the Meeting without voting thereat will not revoke a proxy
previously executed and duly submitted by you.
________________________________________________________________
COUNTER SOLICITATION
________________________________________________________________
On September 9, 1999, Franklin Mutual Advisers, LLC
("Franklin"), located at 51 John F. Kennedy Parkway, Short
Hills, New Jersey, delivered notice to the Corporation of its
nomination of two individuals for election as directors at the
upcoming Meeting. Franklin's nominees are Messrs. J. Thomas
Burcham and George R. Zoffinger. Franklin also provided
information with respect to Mr. Matthew P. Wagner who Franklin
described as an alternative nominee. Franklin has subsequently
filed proxy materials with the Securities and Exchange Commission
("SEC") relating to its nominees and has indicated that it
intends to solicit proxies from stockholders of the Corporation
in favor of the election of its nominees. The Corporation has
notified Franklin that it believes that neither Mr. Burcham nor
Mr. Wagner are eligible for election as directors as they do not
meet applicable requirements under Article I, Section 14 and
Article II, Section 1 of the Corporation's Bylaws, which require,
among other things, that nominees meet the requirements of
applicable federal banking law relating to interlocking
directorships. As of both September 9, 1999 and the September
17, 1999 deadline for submission of stockholder nominations for
director, both Mr. Burcham and Mr. Wagner were affiliated with
other depository organizations and, as such, were prohibited by
the Depository Institution Management Interlocks Act (12 U.S.C.
Section 3201-3208) and the applicable regulations of the Office
of Thrift Supervision (12 C.F.R. Part 563f) from serving on the
Corporation's Board. Based on Franklin's filings with the SEC,
it appears that such affiliations continue (although Franklin has
indicated that Mr. Wagner would resign such affiliations if
elected as a director of the Corporation). Franklin has informed
the Corporation in writing that it disagrees with the
Corporation's position. On October 13, 1999, the Corporation
filed suit in the United States District Court for the District
of Nebraska seeking, among other things, a declaration by the
court that neither J. Thomas Burcham nor Matthew P. Wagner were
eligible to be nominated and/or to serve as directors of the
Corporation under the provisions of the Corporation's Bylaws.
The litigation may or may not be resolved prior to the
Meeting. In the event that the litigation is not resolved prior
to the Meeting, the Chairman intends to declare that both Mr.
Burcham and Mr. Wagner are ineligible. If either Mr. Burcham or
Mr. Wagner (if he is ultimately submitted for election) receive
enough votes to be elected to the Corporation's Board of
Directors, the outcome of the litigation would determine whether
they ultimately are seated as Directors. The Corporation will
abide by any ruling of the U.S. District Court but reserves its
right to appeal any ruling of such court.
2
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<PAGE>
________________________________________________________________
PRINCIPAL STOCKHOLDERS
________________________________________________________________
Persons and groups owning in excess of 5.0% of the Common
Stock are required to file certain reports regarding such
ownership pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Based upon such reports, and
certain other available information, the following table sets
forth, as of October 13, 1999, certain information as to the
Common Stock beneficially owned by each stockholder owning in
excess of 5.0% of the Corporation's outstanding shares of common
stock and each of the executive officers listed in the Summary
Compensation Table on page 10 and by all executive officers and
directors of the Corporation as a group.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
BENEFICIAL COMMON STOCK
BENEFICIAL OWNER OWNERSHIP (1) OUTSTANDING
- ---------------- ------------- ------------
<S> <C> <C>
Franklin Mutual Advisers, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078 4,663,552 7.88%
William A. Fitzgerald 851,820 (2) 1.43%
James A. Laphen 353,476 (2) .60%
Russell G. Olson 147,078 (2) .25%
Gary L. Matter 87,273 (2) .15%
Joy J. Narzisi 72,957 (2) .12%
All Executive Officers and
Directors as a Group
(16 persons) 2,377,884 (2) 3.96%
<FN>
__________
(1) As to ownership of shares by executive officers and directors, includes
certain shares of Common Stock owned by businesses in which the director
or executive officer is an officer or major stockholder, or by spouses or
as a custodian or trustee for minor children, over which shares the named
individual or all executive officers and directors as a group effectively
exercise sole or shared voting and investment power, unless otherwise
indicated.
(2) Includes 349,760, 204,173, 19,500, 44,798, 46,189 and 909,841 shares,
respectively, which Messrs. Fitzgerald, Laphen, Olson, Matter and Ms.
Narzisi and all executive officers and directors as a group have the
right to purchase pursuant to the exercise of stock options, as well as
stock held in retirement accounts or funds for the benefit of the named
individuals or group.
</FN>
</TABLE>
3
<PAGE>
<PAGE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Corporation's Board of Directors is composed of ten
members. The Corporation's Articles of Incorporation provide
that directors are to be elected for terms of three years,
approximately one-third of whom are to be elected annually.
Four directors will be elected at the Meeting to serve three-
year terms, or until their respective successors have been
elected and qualified. The Corporation's Board of Directors has
nominated Robert F. Krohn, Robert S. Milligan, Michael P.
Glinsky and Sharon G. Marvin for these seats, all of whom are
currently members of the Board. If any nominee is unable to
serve, the shares represented by all valid proxies will be voted
for the election of such substitute as the Board of Directors
may recommend. At this time, the Board knows of no reason why
any of the Corporation's nominees might be unavailable to serve.
The Board of Directors intends to vote all of the shares
for which it is given proxies, to the extent permitted
thereunder, FOR the election of the Board's nominees and intends
to cumulate votes so as to maximize the number of such nominees
elected to serve as directors of the Corporation.
The following table sets forth the names of the Board's
nominees for election as directors and of those directors who
will continue to serve as such after the Meeting. Also set
forth is certain other information with respect to each person's
age, the year he or she became a director, the expiration of his
or her term as a director, and the number and percentage of
shares of Common Stock beneficially owned at October 13, 1999.
At present, each director of the Corporation is also a member of
the Board of Directors of the Corporation's wholly owned
subsidiary, Commercial Federal Bank, a Federal Savings Bank (the
"Bank"). The Board of Directors of the Bank is elected by the
Corporation as the sole stockholder of the Bank. The selection
of nominees for the election of directors of the Bank is within
the discretion of the Board of Directors and director nominees
for the Bank are selected by a majority vote of the Board of
Directors.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
YEAR FIRST BENEFICIALLY
AGE AT ELECTED OR CURRENT OWNED AT
OCTOBER 13, APPOINTED TERM OCTOBER 13, PERCENT
NAME 1999 AS DIRECTOR TO EXPIRE 1999 (1) OF CLASS
---- ----------- ----------- --------- ------------ --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
<S> <C> <C> <C> <C> <C>
Robert F. Krohn 66 1984 1999 184,096 (2) .31%
Robert S. Milligan 54 1987 1999 29,711 (3) .05%
Michael P. Glinsky 54 1997 1999 12,965 (2) .02%
Sharon G. Marvin 62 1984 (4) 1999 53,053 (2) .09%
DIRECTORS CONTINUING IN OFFICE
Talton K. Anderson 62 1991 2000 65,239 (2) .11%
Carl G. Mammel 66 1991 2000 144,982 (3) .24%
James P. O'Donnell 51 1991 2000 24,246 (5) .04%
William A. Fitzgerald 61 1984 2001 851,820 (2) 1.43%
Robert D. Taylor 52 1996 2001 100,381 (2) .17%
Aldo J. Tesi 48 1996 2001 19,092 (5) .03%
<FN>
______________
(1) Includes certain shares of Common Stock owned by businesses in which the
director is an officer or major stockholder or by a spouse, or as a
custodian or trustee for minor children, over which shares the named
individual effectively exercises sole or shared voting and investment
power, unless otherwise indicated. Also includes shares held in
retirement accounts or funds for the benefit of the named individuals.
(2) Includes 16,281, 11,527, 15,560, 16,154, 349,760 and 16,027 shares,
respectively, which Directors Krohn, Glinsky, Marvin, Anderson, Fitzgerald and
Taylor have the right to purchase pursuant to the exercise of stock options.
(3) Includes 15,772 shares which may be purchased pursuant to the exercise of
stock options.
(footnotes continue on following page)
4
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<PAGE>
(4) Ms. Marvin has served on the Board of Directors of the Bank from 1980 to
the present. She also served as the Corporation's Board from 1984 to
1995 and was appointed in 1999 to fill the vacancy arising from the
resignation of W.A. Krause.
(5) Includes 15,900 shares which may be purchased pursuant to the exercise of
stock options.
</FN>
</TABLE>
_____________
The principal occupation of each director of the
Corporation for the last five years is set forth below:
ROBERT F. KROHN - Chairman and Chief Executive Officer of
PSI Group, Inc., a national mail presort company. Mr. Krohn is
the former President and Chief Executive Officer of HDR, Inc.,
an international architecture, planning and engineering firm.
Mr. Krohn served as Chairman of the Board of the Corporation and
the Bank from 1990 through 1994.
ROBERT S. MILLIGAN - Chairman of the Board and Chief
Executive Officer of MI Industries, a meat protein processing
company headquartered in Lincoln, Nebraska, which produces
products for pharmaceutical, biological, research, and pet
markets throughout the world.
MICHAEL P. GLINSKY - Retired Executive Vice President and
Chief Financial Officer of U.S. WEST, Inc., an international
telecommunications, entertainment and directory and information
services company, a position he held from 1996 to 1998. Mr.
Glinsky served as managing partner of the Denver office of
Coopers & Lybrand LLP from 1990 to 1996 and had served in
various other capacities with that firm since 1967.
SHARON G. MARVIN - Yearly multi-million dollar top
salesperson for NP Dodge Real Estate Company in Omaha, Nebraska.
Ms. Marvin is a board member of numerous organizations,
including Omaha Board of Realtors (Education Marketing
Committee), United Way of America Board (Audit Committee),
Nebraska Arts Council (Nebraska Strategic Planning), Arthritis
Board Chairman-Nebraska, Omaha Community Foundation, University
of Nebraska Foundation-Development, Joslyn Art Museum-Board of
Governors and the Salvation Army Board.
TALTON K. ANDERSON - Owner and President of four
automobile dealerships in Omaha, Nebraska, as well as one in
Lincoln, Nebraska. Mr. Anderson is also the President of a
Nebraska-based automobile leasing company and a reinsurance
company.
CARL G. MAMMEL - Chairman of the Board of Mammel &
Associates and member of the board of Silverstone Group, a
consulting firm providing services in employee benefits, human
resource consulting and risk management solutions. Mr. Mammel
is also a member of the board of M Financial Corporation, a
network of financial service firms throughout the United States.
JAMES P. O'DONNELL - Executive Vice President, Chief
Financial Officer and Corporate Secretary of ConAgra, Inc., an
Omaha, Nebraska-based international diversified food company.
WILLIAM A. FITZGERALD - Chairman of the Board and Chief
Executive Officer of the Corporation and the Bank.
ROBERT D. TAYLOR - President and Chief Executive Officer
of Executive Aircraft Corporation, Wichita, Kansas, which sells,
maintains and refurbishes corporate jet aircraft. Since October
1995, Mr. Taylor also owns and is President of Taylor Financial,
a consulting and investment firm based in Wichita, Kansas. From
December, 1990, to October 1995, Mr. Taylor served as Chairman
of the Board of Directors and Chief Executive Officer of
Railroad Financial Corporation and its wholly owned subsidiary,
Railroad Savings Bank, F.S.B. Railroad Financial Corporation
was acquired by the Corporation.
ALDO J. TESI - Retired Group President of First Data Card
Enterprise, a leading third-party provider of credit, debit,
private label and commercial card processing services. Prior to
this position, Mr. Tesi was President of First Data Resources
from 1992 to 1997, and served in various other senior level
capacities with the firm since 1979.
5
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<PAGE>
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Board of Directors conducts its business through
meetings of the Board and through its committees, which permits
the Board to more efficiently discharge its duties. During the
fiscal year ended June 30, 1999, the Board of Directors held
eight meetings. No director attended fewer than 75% of the
total meetings of the Board of Directors and committees on which
such directors were members during the periods which such
directors served.
The Corporation's audit committee is currently comprised
entirely of non-employee Directors Glinsky, Krohn (Chairman),
O'Donnell and Tesi. Michael T. O'Neil, a director of the Bank,
also serves as an ex-officio member of the audit committee.
This committee's function is to approve the outside accounting
firm for use by the Corporation and Bank and to review
regulatory examination reports. This committee conducts its
business through the Bank's audit committee and serves as the
liaison with the Bank's internal audit department. The audit
committee meets quarterly or on an as needed basis. During the
fiscal year ended June 30, 1999, the audit committee met six
times.
The Corporation's compensation and stock option committee
is currently comprised entirely of non-employee Directors
Glinsky, Milligan, O'Donnell (Chairman) and Tesi. This
committee is responsible for developing the Corporation's
executive compensation policies generally, and for implementing
those policies for the Corporation's executive officers and the
Bank's senior executive officers (the Chairman of the Board and
Chief Executive Officer of the Corporation and the Bank and the
President and Chief Operating Officer of the Corporation and the
Bank). See "Executive Compensation -- Compensation and Stock
Option Committee Report on Executive Compensation." The
compensation committee met four times during the fiscal year
ended June 30, 1999.
The Corporation's full Board of Directors currently acts
as a nominating committee for the annual selection of its
nominees for election as directors. While the Board of
Directors will consider nominees recommended by stockholders, it
has not actively solicited recommendations from the
Corporation's stockholders for nominees nor, subject to the
procedural requirements set forth in the Corporation's Articles
of Incorporation and Bylaws, are there any formal procedures for
this purpose. The Board of Directors held one meeting in its
capacity as nominating committee during fiscal year 1999.
The Corporation's finance committee is currently comprised
of Directors Anderson, Fitzgerald, Mammel (Chairman), Milligan,
Taylor and Marvin. This Committee met four times during the
1999 fiscal year. This committee is responsible for monitoring
the Corporation's asset/liability and risk management
strategies.
The Corporation's executive committee is comprised of
Directors Anderson, Fitzgerald (Chairman), Krohn and Taylor.
This committee transacts necessary business between Board
meetings and met six times during the fiscal year ended June 30,
1999.
________________________________________________________________
EXECUTIVE COMPENSATION
________________________________________________________________
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
Overview and Objectives
Composed exclusively of outside directors, Michael P.
Glinsky, Robert S. Milligan, James P. O'Donnell (Chairman) and
Aldo J. Tesi, the Compensation and Stock Option Committee (the
"Committee") of the Board of Directors establishes the
Corporation's and the Bank's executive compensation policies.
The Committee is responsible for developing the Corporation's
and the Bank's executive compensation policies generally, and
for implementing those policies for the Corporation's executive
officers and the Bank's senior executive officers (the Chairman
of the Board and Chief Executive Officer of the
6
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<PAGE>
Corporation and the Bank and the President and Chief Operating
Officer of the Corporation and the Bank). The Chief Executive
Officer of the Bank, under the direction and pursuant to the
policies of the Committee, implements the executive compensation
policies for the remainder of the Bank's executive officers.
The Corporation established structured compensation guidelines
recommended by an outside professional consulting firm in fiscal
year 1994. In fiscal year 1999, the Corporation requested an
update to ensure its compensation practices were relevant to the
growth and changes the Corporation experienced during that year,
and were not unusual or unreasonable. The Corporation has had
continued significant growth and successfully completed three
major acquisitions in fiscal year 1999. In addition, the
Corporation has successfully converted computer systems and
completed testing of these systems to become Year 2000 ("Y2K")
compliant. Due to the dedication and commitment employees at all
levels have demonstrated during this challenging year and to
further align stockholder and employee interests, an award of 50
stock options for full-time employees and 35 stock options for
part-time employees was granted for a total grant of 143,615
options. This has been the second consecutive year for an award
to all employees.
The Committee's overall objectives in designing and
administering the specific elements of the Corporation's and the
Bank's executive compensation program are as follows:
. to align executive compensation to increases in
shareholder value, as measured by favorable
long-term operating results and continued
strengthening of the Corporation's financial
condition;
. to provide incentives for executive officers to work
towards achieving successful annual results as a
step in fulfilling the Corporation's long-term
operating results and strategic objectives;
. to link, as closely as possible, executive officers'
receipt of incentive awards with the attainment of
specified performance objectives;
. to maintain a competitive mix of total executive
compensation with particular emphasis on awards
directly related to increases in long-term
shareholder value; and
. to attract, retain and motivate top performing
executive officers in a cost effective manner for
the long-term success of the Corporation.
The Board of Directors strongly believes that it is in the
best interests of shareholders to encourage ownership of stock
by management. Accordingly, the Stock Option Committee
established the following guidelines on stock ownership. All
members of executive management own at least the minimum number
of recommended shares and are within these guidelines. The
Committee feels such guidelines will align shareholders' and
management's interests and enhance employee performance.
Chief Executive Officer: 5 times annual salary
Chief Operating Officer: 5 times annual salary
Executive Vice Presidents: 3 times annual salary
In furtherance of the above objectives, the Corporation's
executive compensation program for fiscal year 1999 consisted of
the following components.
. BASE SALARY. The Committee makes recommendations to
the Board concerning executive compensation on the basis of
regional and national surveys of salaries paid to executive
officers of other savings and loan holding companies, non-
diversified banks, other financial institutions similar to the
Corporation in size, market capitalization and other
characteristics, and where applicable, other industries. The
Committee's objective is to provide base salaries as well as the
appropriate mix of total compensation that is reasonably
competitive with total compensation paid by the Corporation's
peers as identified in such surveys.
7
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<PAGE>
. EXECUTIVE INCENTIVE PLAN. The Corporation
maintains an Executive Incentive Plan which provides for annual
incentive compensation based on achieving a combination of
Corporation and individual performance objectives. Under this
plan, the Committee establishes challenging corporate
objectives, such as a targeted level of annual net income, at
the beginning of the fiscal year. If the Corporation meets such
objectives, an amount equal to 4.5% of net income is set aside
for payment to executive officers (defined for this purpose as
the Bank's Chief Executive and Chief Operating Officers,
Executive, Senior, and First Vice Presidents and such other
officers as are designated by the Committee for any fiscal year)
as short-term and long-term compensation. If the Corporation
meets less than a designated percentage (85% for fiscal year
1999) of the performance objectives established for a fiscal
year, no funds are made available for awards under this plan for
such fiscal year. If the Corporation meets between designated
percentages (between 85% and 100% for fiscal year 1999) of the
specified objectives, an amount between 2.25% and 4.5% of net
income is set aside. During fiscal year 1999, no cash awards to
executive officers were granted under the short-term portion of
the plan. As it is the Committee's objective to place emphasis
on awards directly related to increases in long-term shareholder
value, the dollars in the pool were allocated to long-term
compensation awards in the form of restricted stock. The excess
dollars in the pool were allocated to assist with a key manager
cash incentive plan and the balance reverted back to the
Corporation. In addition, non-incentive and incentive stock
options in the amount of 602,984 shares (1.0% of outstanding
shares) were approved for award to executives and key managers
upon achievement of satisfactory performance goals.
Pursuant to a policy adopted in June 1993 and subsequently
amended and restated by the Stock Option Committee (the "Stock
Option Committee"), whose members are all outside directors, the
Stock Option Committee determines, in its discretion, whether,
to whom and in what amounts restricted stock and/or
incentive/non-incentive stock options will be awarded for any
fiscal year. Shares of restricted stock awarded under this
policy normally vest over five years, assuming the individual's
continued service with the Corporation or the Bank, thus helping
to retain, qualified officers. The Stock Option Committee
determines the vesting of the stock options awarded under this
policy at the time of the award. The policy may be amended or
terminated at any time by action of the Committee.
The Committee believes this plan provides a direct link
between the value created for the Corporation's shareholders and
the compensation paid to executive officers. As previously
mentioned, executive officers are not eligible to receive any
short-term compensation under this plan for a given fiscal year
unless the Corporation's net income for that year exceeds 85% of
a predetermined goal. The distribution of awards under the plan
is determined by the relative success of individual executive
officers in meeting specified performance objectives.
Fulfillment of these objectives promotes both the short-term and
the long-term success of the Corporation and is in the best
interests of all shareholders.
During fiscal year 1999, executive officers received
restricted stock awards pursuant to the long-term portion of the
plan. Additionally, stock options were awarded at the
discretion of the Stock Option Committee. The vesting schedules
of options vary and are described below.
1984 AND 1996 STOCK OPTION AND INCENTIVE PLANS. The
Corporation maintains the 1984 Stock Option and Incentive Plan,
as Amended and Restated, and the 1996 Stock Option and Incentive
Plan (collectively, the "Option Plans") as a means of providing
key employees the opportunity to acquire a proprietary interest
in the Corporation and to align their interests with those of
the Corporation's stockholders. Under each plan, participants
are eligible to receive stock options, stock appreciation rights
("SARs") or shares of restricted stock. Awards under the Option
Plans are subject to vesting and forfeiture as determined by the
Committee. Options and SARs are generally granted at the market
value of the Common Stock on the date of grant. Thus, such
awards acquire value only if the Corporation's stock price
increases. Under the 1996 plan, the Stock Option Committee may,
at the election of a director or employee selected by the Stock
Option Committee, permit such individual to receive stock
options in lieu of cash compensation. The exercise price of
such stock options will be discounted below the market value of
the underlying Common Stock, such that the aggregate discount on
the exercise price of the stock options is equal to the
compensation foregone by the individual. See "Option Grants
Table" and "Directors' Compensation" for fiscal year 1999 awards
under the Option Plans.
8
<PAGE>
<PAGE>
Pursuant to the Option Plans, during fiscal year 1999 the
Stock Option Committee awarded restricted stock limited to
27.70% of the Chief Executive Officer's and Chief Operating
Officer's salaries and 5.94% to 22.16% of the remaining
executive officers' salaries for an aggregate of 39,072 shares
of restricted stock. Effective May 12, 1999, non-incentive
stock options to purchase an aggregate of 186,905 shares were
granted to the Chief Executive Officer, the Chief Operating
Officer and the executive officers of the Corporation and
the Bank, and incentive stock options to purchase an aggregate
of 187,530 shares were granted to all executive officers of the
Corporation and the Bank. These options vest one-third
immediately, one-third on the one year anniversary and one-third
on the two year anniversary.
The Committee believes that the Option Plans align
shareholders', officers' and employees' interests and help to
retain and motivate executive officers to improve long-term
shareholder value.
Compensation of the Chief Executive Officer
The Committee determines the Chief Executive Officer's
compensation on the basis of several factors. In determining
Mr. Fitzgerald's base salary for fiscal year 1999, the Committee
conducted surveys of compensation paid to chief executive
officers of similarly situated thrifts and non-diversified banks
both regionally and nationally. Mr. Fitzgerald received only
long-term compensation under the Executive Incentive
Compensation Program in fiscal year 1999 based on his
achievement of objectives established by the Committee in the
following areas:
. Return on Average Assets
. Core Profitability
. Leadership Inside and Outside the Corporation
. Capital Compliance and Regulatory Guidelines
In order to further align the compensation, rewards and
performance measurements with shareholder expectations, the
Committee revised the criteria to reflect market measurements
generally viewed by analysts that follow the Corporation's peer
group. These measurements will be tied to specific objectives
established during the Corporation's annual planning meetings
and benchmarked to the performance of the Corporation's peer
group.
Mr. Fitzgerald achieved his performance objectives during
fiscal year 1999. Pursuant to the policy of the Stock Option
Committee effective for fiscal year 1999, Mr. Fitzgerald
received 6,712 shares of restricted stock (27.70% of Mr.
Fitzgerald's salary) with a value of $155,635. Also, effective
May 12, 1999, Mr. Fitzgerald received incentive stock options to
purchase 4,133 shares of Common Stock at an exercise price of
$24.19 per share, which fully vest two years from the date of
the grant. In addition to incentive stock options, Mr.
Fitzgerald received non-incentive stock options to purchase
92,344 shares of Common Stock at an exercise price of $24.19 per
share, which vest 34.82% on the date of grant, 34.82% on the one
year anniversary of the date of grant and 30.36% on the two year
anniversary of the date of grant.
The Committee believes that the Corporation's executive
compensation program serves the Corporation and all of its
shareholders by providing a direct link between the interests of
executive officers and shareholders generally, and by helping
to attract and retain qualified executive officers who are
dedicated to the long-term success of the Corporation.
COMPENSATION AND STOCK OPTION COMMITTEE
Michael P. Glinsky
Robert S. Milligan
James P. O'Donnell, Chairman
Aldo J. Tesi
9
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash
compensation for each of the last three fiscal years awarded to
or earned by (i) the Chief Executive Officer, and (ii) the four
highest paid executive officers of the Corporation and the Bank
whose salary and bonus earned in fiscal year 1999 exceeded
$100,000 for services rendered in all capacities to the
Corporation and its subsidiaries.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
-----------------------
ANNUAL COMPENSATION(1) RESTRICTED SECURITIES
NAME AND PRINCIPAL --------------------- STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS AWARDS(2) OPTIONS(3) COMPENSATION(4)
- ------------------ ----- ------ ----- --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
William A. Fitzgerald 1999 $562,000 $ -- $155,635 96,477 $44,960
Chairman and Chief 1998 477,000 211,955 256,226 150,000 38,160
Executive Officer 1997 446,250 203,046 203,046 45,000 35,700
of the Corporation
and the Bank
James A. Laphen 1999 412,000 -- 114,106 72,358 32,960
President and Chief 1998 353,000 156,856 164,766 55,000 28,240
Operating Officer 1997 330,000 150,150 150,150 33,750 26,400
of the Corporation and
the Bank
Russell G. Olson 1999 251,132 -- 55,905 13,500 10,094
Executive Vice President 1998 91,872 44,455 44,465 6,000 --
of the Bank (5)
Gary L. Matter 1999 206,667 -- 46,537 13,500 16,534
Senior Vice President, 1998 177,000 68,951 77,639 25,800 14,160
Controller and 1997 161,333 60,310 60,310 8,700 12,906
Secretary of the
Corporation, Executive
Vice President, Controller
and Secretary of the Bank
Joy J. Narzisi 1999 176,667 -- 39,883 11,500 14,134
Senior Vice President 1998 146,500 58,064 64,388 20,100 11,719
and Treasurer 1997 121,667 48,100 48,100 7,800 9,733
of the Corporation,
Executive Vice
President and Treasurer
of the Bank
<FN>
____________
(1) Does not include certain perquisite and other personal benefits which do not exceed the
lesser of $50,000 or 10.0% of the individual's salary and bonus.
(2) Represents awards under the policy of the Stock Option Committee adopted in conjunction
with the Corporation's Executive Incentive Plan. See "Compensation and Stock Option
Committee Report on Executive Compensation Overview and Objectives." Restricted
stock granted in fiscal years 1997, 1998 and 1999 vests over a period of five years,
at a rate of 20.0% per year, assuming continued service with the Corporation. As of
June 30, 1999, the number and value, based on the closing sales price of the Common
Stock of $23.1875 at June 30, 1999, of the unvested restricted stock holdings for
Messrs. Fitzgerald, Laphen, Olson, Matter and Ms. Narzisi, were 21,596 shares (value
of $500,757), 15,169 shares (value of $351,731), 3,536 shares (value of $81,991) ,
6,321 shares (value of $146,568) and 5,131 shares (value of $118,975). Dividends
are payable on these shares if and to the extent paid on the Common Stock generally.
Upon a change in control of the Corporation, all restrictions on the restricted stock
immediately lapse.
(3) Non-incentive and incentive stock options awarded in fiscal year 1999 to Messrs.
Fitzgerald, Laphen, Olson, Matter and Ms. Narzisi vest in varying increments over
two years.
(4) Includes net contributions to the Bank's 401(k) Plan on behalf of each of the
named executive officers to match
elective deferral contributions made by each to such plan and amounts paid under the Bank's Supplemental
Retirement Plan. Matching contributions under the Bank's 401(k) Plan amounted to $10,000, $10,000,
$10,000, $11,027 and $11,027 while the employer matching contributions, under the Supplemental
Retirement Plan benefits, were $34,960, $22,960, $94, $5,507 and $3,107 for Messrs. Fitzgerald, Laphen,
Olson, Matter, and Ms. Narzisi, respectively.
(5) Mr. Olson became an officer of the Corporation on February 13, 1998 in connection with the Corporation's
acquisition of Liberty Financial Corporation. Compensation information for fiscal year 1998 reflects
only compensation received subsequent to February 13, 1998.
</FN>
</TABLE>
10
<PAGE>
<PAGE>
OPTION GRANTS TABLE
The following table contains information concerning the
grant of stock options under the Corporation's Stock Option and
Incentive Plan to the Chief Executive Officer and each of the
other executive officers named in the preceding Summary
Compensation Table during the fiscal year ended June 30,
1999. All such option grants vest over a two year period in
varying increments.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED ANNUAL
SECURITIES OPTIONS RATES OF STOCK PRICE
UNDERLYING GRANTED TO EXERCISE APPRECIATION FOR OPTION TERM
OPTIONS EMPLOYEES IN OR BASE EXPIRATION ------------------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ---- ----------- ------------ --------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William A. Fitzgerald 96,477 13.47% $24.19 5/12/09 $1,467,701 $3,719,442
James A. Laphen 72,358 10.10 24.19 5/12/09 1,100,779 2,789,591
Russell G. Olson 13,500 1.89 24.19 5/12/09 205,375 520,461
Gary L. Matter 13,500 1.89 24.19 5/12/09 205,375 520,461
Joy J. Narzisi 11,500 1.61 24.19 5/12/09 174,949 443,335
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUE
The following table sets forth information concerning the
exercise of options by the Chief Executive Officer and the other
named executive officers during the last fiscal year, as well as
the value of such options held by such persons at the end of the
fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
AT FISCAL OPTIONS AT
YEAR-END FISCAL YEAR-END
SHARES ACQUIRED VALUE (EXERCISABLE/ (EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE) UNEXERCISABLE)(1)
- ---- --------------- -------- -------------- -----------------
<S> <C> <C> <C> <C>
William A. Fitzgerald -- $ -- 270,439/79,321 $ 461,069/--
James A. Laphen -- -- 150,432/53,741 338,651/--
Russell G. Olson -- -- 9,900/9,600 --/--
Gary L. Matter -- -- 33,218/11,580 15,583/--
Joy J. Narzisi 3,300 68,327 36,512/9,677 146,915/--
<FN>
___________
(1) Based on the closing sales price of the Common Stock as reported on the New York Stock
Exchange on June 30, 1999, which was $23.1875.
</FN>
</TABLE>
11
<PAGE>
<PAGE>
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
Set forth below is a discussion of certain employment and
change in control agreements entered into between the
Corporation and the Bank and those executive officers listed in
the Summary Compensation Table on page 10.
The agreement with William A. Fitzgerald, which became
effective in June 1995, provides for Mr. Fitzgerald's employment
as Chairman of the Board and Chief Executive Officer of the
Corporation and the Bank for a term of three years. Pursuant to
the agreement, Mr. Fitzgerald receives an annual salary and
bonus determined by agreement with the Board of Directors, but
in no event less than the rate of compensation Mr. Fitzgerald
received on June 8, 1995. The base compensation following his
election as Chairman of the Board of Directors was $385,000.
Effective June 1, 1997, the Corporation and the Bank entered
into an employment agreement with James A. Laphen, which
provides for Mr. Laphen's employment as President and Chief
Operating Officer of the Corporation and the Bank for a term of
three years. Pursuant to this agreement, Mr. Laphen receives an
annual salary and bonus determined by the agreement with the
Board of Directors, but in no event less than the rate of
compensation Mr. Laphen received on June 1, 1997. Mr. Laphen's
base compensation on June 1, 1997 was $330,000. The Boards of
Directors of the Corporation and the Bank reviewed the
employment agreements and again extended the agreements for an
additional one-year period beyond the effective expiration
dates. Effective February 10, 1999, the Bank entered into a
one-year employment agreement with Russell G. Olson which
provides for his employment as Executive Vice President at an
annual salary equal to $252,360. The contracts provide for
termination for cause or in certain events specified by
regulatory authorities. The contracts are also terminable by
the Bank without cause wherein Messrs. Fitzgerald, Laphen and
Olson would be entitled to receive all compensation and benefits
through the effective date of termination, plus a severance
payment equal to 36 months of base salary (12 months in the case
of Mr. Olson). Messrs. Fitzgerald, Laphen or Olson shall be
entitled to the same benefits and severance in the event either
becomes disabled while the agreement is in effect. In the event
Messrs. Fitzgerald, Laphen or Olson dies while the agreement is
in effect, his heirs shall receive a severance payment equal to
12 months of base salary. The agreements provide, among other
things, for Messrs. Fitzgerald's, Laphen's and Olson's
participation in an equitable manner in all benefits available
to executive officers of the Corporation and the Bank, including
(i) short-term and long-term incentive compensation and deferred
compensation; (ii) health, disability, life insurance,
retirement and vacation benefits; and (iii) any benefits
available under perquisite programs.
The Corporation and the Bank have also entered into change
in control agreements with Messrs. Fitzgerald, Laphen, Olson,
Matter and Ms. Narzisi. Under these agreements, in the event of
the executive's involuntary termination of employment in
anticipation of, or after, a change in control of the
Corporation or the Bank, other than for "cause," the executive
will be paid in equal monthly installments, the base salary and
all commissions and bonuses (including short-term and long-term
incentive compensation awards and stock options granted under
the Corporation's executive incentive plan) in effect at the
time of termination for a period of 35.88 months. During this
period, the executive shall also continue to participate in any
health, disability, life insurance and perquisite plans of any
successor corporation in which such executive was entitled to
participate with the Corporation prior to the change in control.
All benefits and payments under the agreements shall be reduced,
if necessary, to the largest aggregate amount that will result
in no portion thereof being subject to federal excise tax or
being nondeductible to the Corporation and the Bank for federal
income tax purposes. Mr. Olson's, Mr. Matter's and Ms.
Narzisi's severance shall be reduced by amounts received by the
executive as a result of alternative employment obtained during
the period in which salary, commissions and bonuses are payable
under the change in control agreements. Further, Messrs.
Fitzgerald's, Laphen's and Olson's severance payments under
their change in control agreements shall be reduced by the
amount of severance received under their employment agreements.
A "change in control" shall be deemed to have occurred
under these agreements in each of the following events: (i) at
any time a majority of the directors of the Corporation or the
Bank are not the persons for whom election proxies have been
solicited by the Boards of Directors of the Corporation and the
Bank, or persons then serving as directors appointed by such
Boards, except where such appointments are necessitated by
removal of directors; (ii) at any time 49% or more of the
outstanding stock of the Corporation or the Bank is acquired or
beneficially owned by any person or entity (excluding the
Corporation, the Bank or the executive) or any combination of
persons or entities acting in
12
<PAGE>
<PAGE>
concert; or (iii) at any time the shareholders of the
Corporation or the Bank approve an agreement to merge or
consolidate the Corporation or the Bank with or into another
corporation, or to sell or otherwise dispose of all, or
substantially all, of the assets of the Corporation or the Bank.
The executive shall also be entitled to receive such payment in
the event of a "constructive involuntary termination," which
under the terms of the agreements shall be deemed to have
occurred if, in anticipation of or following a change in
control, (i) the agreement or the executive's employment is
terminated, (ii) the executive's compensation is reduced,
responsibilities diminished or job title lowered, (iii) the
level of the executive's participation in incentive compensation
is reduced or eliminated, (iv) the executive's benefit coverage
or perquisites are reduced or eliminated, except to the extent
such reduction or elimination applies to all other employees, or
(v) the executive's office location is changed to a location
more than 50 miles from the location of the executive's office
at the time of the change in control.
Pursuant to the terms of a separate agreement between the
Bank and William A. Fitzgerald, in the event of Mr. Fitzgerald's
termination of employment with the Bank, Mr. Fitzgerald will be
entitled to receive in 120 equal monthly installments an amount
equal to three times his highest annual salary received from the
Bank during the five-year period ending with the close of the
fiscal year in which he attains age 65 (or, in the case of death
or disability prior to age 65, the year in which he became
disabled or died). In the event of his death before the payment
of all installments, all remaining installments shall be paid to
his designated beneficiary. In the event of the death of both
Mr. Fitzgerald and the designated beneficiary, all remaining
unpaid installments shall be paid in one lump sum payment to the
estate of the designated beneficiary. Pursuant to the terms of
the agreement, the right to receive any and all unpaid
installments will be forfeited upon the occurrence of any of the
following events (i) without the approval of the Board of
Directors, Mr. Fitzgerald has or possesses, directly or
indirectly, any interest competing with or inimical to the
interests of the Bank within an area within a 300 mile radius of
Omaha, Nebraska, or (ii) Mr. Fitzgerald engages in any activity
or conduct which, in the opinion of the Board, is inimical to
the interests of the Bank.
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
Directors receive $1,000 per month for service on the Board
of the Corporation and $1,000 per month plus $750 per meeting
attended for service on the Board of the Bank, with the
exception of William A. Fitzgerald, who does not receive
director's compensation. Board members receiving remuneration
are paid their retainer fees one-half in cash and one-half in
Common Stock. Fees for members of the committees of the
Corporation and the Bank are paid at the rate of $750 per
committee meeting attended. The chairman of the Audit
Committee, Compensation and Stock Option Committee, and the
Finance Committee each receive an additional $2,000 per year.
Effective July 1, 1999, the 1996 Stock Option and Incentive Plan
was amended to allow Directors to substitute cash compensation
and shares of the Corporation's Common Stock for a non-incentive
stock option with an exercise price equal to 75% of the market
value of the optioned shares. The aggregate difference between
the exercise price and the market value of the underlying shares
equals the compensation foregone. In no event shall the
exercise price of the stock option be less than 50% of the
market value of the underlying shares on the date of the grant.
Pursuant to the 1996 Stock Option and Incentive Plan,
effective May 12, 1999, non-incentive stock options to purchase
an aggregate of 50,000 shares were granted to the non-employee
directors of the Corporation and the Bank.
<PAGE>
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT AND OTHERS
________________________________________________________________
The Bank offers first and second mortgages, refinance,
equity and various consumer loans to its directors, officers and
employees. Loans to executive officers and directors are made
in the ordinary course of business on substantially the same
terms and collateral, including interest rates and loan fees
charged, as those of comparable transactions prevailing at the
time and do not involve more than the normal risk of
collectibility or present other unfavorable features.
13
<PAGE>
<PAGE>
________________________________________________________________
COMPARATIVE STOCK PERFORMANCE GRAPH
________________________________________________________________
The graph set forth below compares the cumulative total
shareholder return on the Common Stock over the last five years
with the cumulative total return on the S&P 500 Index and an
index comprised of the top 50 publicly traded thrifts in the
United States based on total asset size over the same period.
Cumulative total return on the stock or the index equals the
total increase in value since June 30, 1994, assuming
reinvestment of all dividends paid into the stock or the index,
respectively. The graph was prepared assuming that $100 was
invested on June 30, 1994, in the Common Stock and in the
respective indices.
June 30, 1994 through June 30, 1999
[Line graph appears here depicting the cumulative total
shareholder return of $100 invested in the Common Stock as
compared to $100 invested in the S&P 500 Index and an index
comprised of the top 50 publicly traded thrifts in the United
States. Line graph begins at June 30, 1994 and plots the
cumulative total return at June 30, 1995, 1996, 1997, 1998 and
1999. Plot points are provided below.]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------------------------
6/94 6/95 6/96 6/97 6/98 6/99
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Commercial Federal. . 100 116 165 242 323 239
Peer Group. . . . . . 100 115 146 238 311 258
S & P 500 . . . . . . 100 126 159 214 279 342
</TABLE>
14
<PAGE>
<PAGE>
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Corporation's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Corporation's executive office at 2120 South
72nd Street, Omaha, Nebraska 68124, no later than June 21, 2000.
Any such proposal shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
Stockholder proposals, other than those submitted pursuant
to the Exchange Act, must be submitted in writing to the
Corporation's principal executive offices at the address given
in the preceding paragraph not less than 60 days prior to the
date of such meeting.
________________________________________________________________
INDEPENDENT AUDITORS
________________________________________________________________
The Board of Directors presently has renewed the
Corporation's arrangements with Deloitte & Touche LLP to be its
auditors for the 2000 fiscal year. Deloitte & Touche LLP were
the Corporation's independent auditors for the 1999 fiscal year.
Representatives of Deloitte & Touche LLP are expected to be
present at the Meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement
if they so desire.
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Securities
Exchange Act of 1934, as amended, the Corporation's officers,
directors and persons who own more than 10 percent of the
outstanding Common Stock ("Insiders") are required to file
reports detailing their ownership and changes of ownership in
such Common Stock, and to furnish the Corporation with copies of
all such reports. Based solely on its review of the copies of
such reports or written representations that no such reports
were necessary that the Corporation received during the past
fiscal year or with respect to the last fiscal year, management
believes that during the fiscal year ended June 30, 1999, all of
the Corporation's Insiders complied with these reporting
requirements.
________________________________________________________________
EXPENSES OF SOLICITATION
________________________________________________________________
The cost of soliciting proxies will be borne by the
Corporation. The Corporation will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations
by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph,
telephone or other electronic means without additional
compensation. The Corporation has retained D.F. King & Co.,
Inc. to assist in the solicitation of proxies by mail,
personally or by telephone or other means of communication, for
a fee estimated at $125,000 plus expenses. It is anticipated
that approximately 50 persons will be used by D. F. King & Co.,
Inc. in its solicitation efforts. Total expenditures for the
solicitation of proxies (including fees of attorneys,
accountants, public relations or financial advisors, solicitors,
printing, transportation and other costs incidental to the
solicitation but excluding the amount normally expended for a
solicitation for an election of directors) are estimated to be
$500,000, and total cash expenditures to date have been
approximately $30,000.
15
<PAGE>
<PAGE>
________________________________________________________________
ADDITIONAL INFORMATION
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Meeting other than those matters described above
in this Proxy Statement. However, if any other matters should
properly come before the Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof as
determined by a majority of the Board of Directors.
The Corporation's Fiscal Year 1999 Annual Report to
Stockholders, including financial statements, is being mailed to
all stockholders of record as of the close of business on
October 13, 1999. Any stockholder who has not received a copy
of such Annual Report may obtain a copy by writing to the
Secretary of the Corporation. Such Annual Report is not to be
treated as a part of the proxy solicitation material or as
having been incorporated herein by reference.
________________________________________________________________
FORM 10-K
________________________________________________________________
A COPY OF THE CORPORATION'S FORM 10-K FOR THE FISCAL YEAR
ENDED JUNE 30, 1999 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY,
COMMERCIAL FEDERAL CORPORATION, 2120 SOUTH 72ND STREET, OMAHA,
NEBRASKA 68124.
________________________________________________________________
________________________________________________________________
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary L. Matter
GARY L. MATTER
SECRETARY
Omaha, Nebraska
October 19, 1999
16
<PAGE>
<PAGE>
SCHEDULE A
INFORMATION CONCERNING THE DIRECTORS AND CERTAIN EXECUTIVE
OFFICERS
The following table sets forth the name and the present
principal occupation or employment (except with respect to the
directors, whose principal occupation is set forth in the Proxy
Statement), and the name, principal business and address of any
corporation or other organization in which such employment is
carried on, of the directors and certain executive officers of
the Corporation and/or the Bank who may assist in soliciting
proxies from the Corporation's shareholders. Unless otherwise
indicated below, the principal business address of each such
person is 2120 South 72nd Street, Omaha, Nebraska 68124 and
such person is an employee of the Corporation or the Bank.
Directors are indicated with an asterisk.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL BUSINESS ADDRESS PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR EMPLOYMENT
- ----------------------------------- ----------------------------------------------------------
<S> <C>
William A. Fitzgerald * Chairman of the Board and Chief Executive Officer
Talton K. Anderson *
Baxter Chrysler Plymouth Jaguar
11910 W. Dodge Road
Omaha, NE 68154
Michael P. Glinsky *
3200 Cherry Creek South Drive
Suite 230
Denver, CO 80209
Robert F. Krohn *
PSI Group
10011 "J" Street
Omaha, NE 68127
Carl G. Mammel *
Mammel & Associates
8895 Indian Hills Drive
Suite 375
Omaha, NE 68114
Sharon G. Marvin *
NP Dodge Company
13815 Gold Circle
Omaha, NE 68144
Robert S. Milligan *
MI Industries
6200 N. 56th Street
P.O. Box 29345
Lincoln, NE 68529
A-1
<PAGE>
<PAGE>
NAME AND PRINCIPAL BUSINESS ADDRESS PRESENT OFFICE OR OTHER PRINCIPAL OCCUPATION OR EMPLOYMENT
- ----------------------------------- ----------------------------------------------------------
James P. O'Donnell *
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
Michael T. O'Neil * Physician; Director of the Bank
409 The Doctors Building
Omaha, NE 68131
Robert D. Taylor *
Taylor Financial
1313 N. Webb Road - 150
Wichita, KS 67506
Aldo J. Tesi *
2120 South 72nd Street
Omaha, NE 68124
James A. Laphen President and Chief Operating Officer and Chief Financial
Officer of the Corporation and the Bank
Russell G. Olson Executive Vice President of the Bank
Gary L. Matter Senior Vice President, Controller and Secretary of the
Corporation and Executive Vice President, Controller and
Secretary of the Bank
Joy J. Narzisi Senior Vice President and Treasurer of the Corporation and
Executive Vice President and Treasurer of the Bank
Larry R. Goddard First Vice President of the Bank
Roger L. Lewis Executive Vice President of the Bank
Gary D. White Executive Vice President of the Bank
Thomas N. Perkins Senior Vice President of the Bank
Kevin C. Parks Senior Vice President of the Bank
A-2
<PAGE>
<PAGE>
SCHEDULE B
SHARES HELD BY DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
AND CERTAIN TRANSACTIONS IN THE SECURITIES OF
COMMERCIAL FEDERAL CORPORATION WITHIN THE PAST TWO YEARS
The shares of Common Stock held by the Corporation's
directors are set forth in the Proxy Statement. The following
executive officers of the Corporation and/or the Bank and the
sole director of the Bank who does not serve on the
Corporation's Board own the following shares:
SHARES OF COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1)
- ------------------------ -----------------------
Michael T. O'Neil . . . . . . . . . . . . . . 47,903
James A. Laphen . . . . . . . . . . . . . . . 353,476
Russell G. Olson. . . . . . . . . . . . . . . 147,078
Gary L. Matter. . . . . . . . . . . . . . . . 87,273
Joy J. Narzisi. . . . . . . . . . . . . . . . 72,957
Larry R. Goddard. . . . . . . . . . . . . . . 81,108
Roger L. Lewis. . . . . . . . . . . . . . . . 75,378
Gary D. White . . . . . . . . . . . . . . . . 108,234
Thomas N. Perkins . . . . . . . . . . . . . . 43,894
Kevin C. Parks. . . . . . . . . . . . . . . . 34,853
___________
(1) Includes 15,390, 204,173, 19,500, 44,798, 46,189, 33,108,
44,421, 46,717, 25,731 and 24,812 shares which may be
purchased pursuant to the exercise of stock options by
Officers O'Neil, Laphen, Olson, Matter, Narzisi, Goddard,
Lewis, White, Perkins and Parks.
The following table sets forth information with respect to
all purchases and sales of shares of Common Stock of the
Corporation by the directors and certain executive officers of
the Corporation and/or the Bank during the past two years.
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
WILLIAM A. FITZGERALD . . . . . . 254 (1) 9/30/97
27,120 (2) 11/19/97
(2,622)(3) 11/19/97
(9,488)(4) 11/19/97
197,123 (2) 12/04/97
(15,447)(3) 12/04/97
(61,803)(4) 12/04/97
(5,250)(5) 12/16/97
(2,443)(5) 12/17/97
265 (1) 12/31/97
(600)(5) 3/19/98
259 (1) 3/31/98
8,102 (7) 6/30/98
(3,972)(8) 6/30/98
299 (1) 6/30/98
401 (1) 9/30/98
(6,406)(5) 12/25/98
1,200 (9) 12/25/98
B-1
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
WILLIAM A. FITZGERALD (continued). . 484 (1) 12/31/98
1,000 (9) 3/17/99
(800)(5) 3/31/99
486 (1) 3/31/99
6,712 (7) 6/30/99
486 (1) 6/30/99
(4,002)(5) 9/09/99
TALTON K. ANDERSON . . . . . . . . . 41 (10) 7/01/97
38 (10) 8/01/97
35 (10) 9/01/97
33 (10) 10/01/97
30 (10) 11/01/97
32 (10) 12/16/97
28 (10) 1/01/98
31 (10) 2/01/98
28 (10) 3/01/98
27 (10) 4/01/98
28 (10) 5/01/98
30 (10) 6/01/98
32 (10) 7/01/98
35 (10) 8/01/98
46 (10) 9/01/98
42 (10) 10/01/98
44 (10) 11/01/98
44 (10) 12/01/98
43 (10) 1/01/99
44 (10) 2/01/99
46 (10) 3/01/99
43 (10) 4/01/99
41 (10) 5/01/99
44 (10) 6/01/99
43 (10) 7/01/99
MICHAEL P. GLINSKY . . . . . . . . . 30 (10) 11/01/97
57 (6) 11/06/97
32 (10) 12/16/97
28 (10) 1/01/98
31 (10) 2/01/98
28 (10) 3/01/98
27 (10) 4/01/98
28 (10) 5/01/98
30 (10) 6/01/98
32 (10) 7/01/98
35 (10) 8/01/98
600 (6) 8/21/98
46 (10) 9/01/98
42 (10) 10/01/98
B-2
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
MICHAEL P. GLINSKY (continued). . . 44 (10) 11/01/98
44 (10) 12/01/98
43 (10) 1/01/99
44 (10) 2/01/99
46 (10) 3/01/99
43 (10) 4/01/99
41 (10) 5/01/99
44 (10) 6/01/99
43 (10) 7/01/99
ROBERT F. KROHN . . . . . . . . . . 41 (10) 7/01/97
38 (10) 8/01/97
35 (10) 9/01/97
33 (10) 10/01/97
30 (10) 11/01/97
(13,767)(6) 11/05/97
32 (10) 12/16/97
28 (10) 1/01/98
31 (10) 2/01/98
28 (10) 3/01/98
27 (10) 4/01/98
28 (10) 5/01/98
(12,375)(6) 5/11/98
30 (10) 6/01/98
32 (10) 7/01/98
35 (10) 8/01/98
46 (10) 9/01/98
42 (10) 10/01/98
44 (10) 11/01/98
44 (10) 12/01/98
43 (10) 1/01/99
44 (10) 2/01/99
46 (10) 3/01/99
43 (10) 4/01/99
41 (10) 5/01/99
44 (10) 6/01/99
43 (10) 7/01/99
CARL G. MAMMEL. . . . . . . . . . . 41 (10) 7/01/97
38 (10) 8/01/97
35 (11) 9/01/97
33 (10) 10/01/97
30 (10) 11/01/97
32 (10) 12/16/97
28 (10) 1/01/98
31 (10) 2/01/98
28 (10) 3/01/98
27 (10) 4/01/98
B-3
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
CARL G. MAMMEL (continued). . . . . 28 (10) 5/01/98
30 (10) 6/01/98
32 (10) 7/01/98
35 (10) 8/01/98
46 (10) 9/01/98
42 (10) 10/01/98
44 (10) 11/01/98
10,000 (6) 11/17/98
44 (10) 12/01/98
43 (10) 1/01/99
44 (10) 2/01/99
46 (10) 3/01/99
43 (10) 4/01/99
41 (10) 5/01/99
44 (10) 6/01/99
43 (10) 7/01/99
SHARON G. MARVIN. . . . . . . . . . 30 (10) 7/01/97
29 (10) 8/01/97
26 (10) 9/01/97
24 (10) 10/01/97
3,375 (2) 10/02/97
24 (10) 11/01/97
(150)(5) 12/05/97
23 (10) 12/16/97
21 (10) 1/01/98
23 (10) 2/01/98
21 (10) 3/01/98
21 (10) 4/01/98
21 (10) 5/01/98
22 (10) 6/01/98
24 (10) 7/01/98
27 (10) 8/01/98
34 (10) 9/01/98
32 (10) 10/01/98
33 (10) 11/01/98
32 (10) 12/01/98
33 (10) 1/01/99
33 (10) 2/01/99
34 (10) 3/01/99
32 (10) 4/01/99
31 (10) 5/01/99
33 (10) 6/01/99
32 (10) 7/01/99
ROBERT S. MILLIGAN. . . . . . . . . 41 (10) 7/01/97
38 (10) 8/01/97
36 (10) 9/01/97
B-4
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
ROBERT S. MILLIGAN (continued). . . . 6,750 (2) 9/10/97
32 (10) 10/01/97
32 (10) 11/01/97
31 (10) 12/16/97
28 (10) 1/01/98
31 (10) 2/01/98
28 (10) 3/01/98
27 (10) 4/01/98
28 (10) 5/01/98
30 (10) 6/01/98
32 (10) 7/01/98
35 (10) 8/01/98
46 (10) 9/01/98
42 (10) 10/01/98
44 (10) 11/01/98
44 (10) 12/01/98
43 (10) 1/01/99
44 (10) 2/01/99
46 (10) 3/01/99
43 (10) 4/01/99
41 (10) 5/01/99
44 (10) 6/01/99
43 (10) 7/01/99
JAMES P. O'DONNELL. . . . . . . . . . 41 (10) 7/01/97
38 (10) 8/01/97
36 (10) 9/01/97
32 (10) 10/01/97
32 (10) 11/01/97
31 (10) 12/16/97
28 (10) 1/01/98
31 (10) 2/01/98
28 (10) 3/01/98
27 (10) 4/01/98
28 (10) 5/01/98
30 (10) 6/01/98
32 (10) 7/01/98
35 (10) 8/01/98
46 (10) 9/01/98
42 (10) 10/01/98
45 (10) 11/01/98
43 (10) 12/01/98
43 (10) 1/01/99
44 (10) 2/01/99
46 (10) 3/01/99
43 (10) 4/01/99
41 (10) 5/01/99
B-5
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
JAMES P. O'DONNELL (continued). . . . 44 (10) 6/01/99
43 (10) 7/01/99
MICHAEL T. O'NEIL . . . . . . . . . . 30 (10) 7/01/97
29 (10) 8/01/97
26 (10) 9/01/97
24 (10) 10/01/97
24 (10) 11/01/97
23 (10) 12/16/97
21 (10) 1/01/98
23 (10) 2/01/98
21 (10) 3/01/98
21 (10) 4/01/98
21 (10) 5/01/98
22 (10) 6/01/98
24 (10) 7/01/98
27 (10) 8/01/98
34 (10) 9/01/98
32 (10) 10/01/98
33 (10) 11/01/98
32 (10) 12/01/98
33 (10) 1/01/99
33 (10) 2/01/99
34 (10) 3/01/99
32 (10) 4/01/99
31 (10) 5/01/99
33 (10) 6/01/99
32 (10) 7/01/99
ROBERT D. TAYLOR. . . . . . . . . . . 41 (10) 7/01/97
38 (10) 8/01/97
36 (10) 9/01/97
32 (10) 10/01/97
32 (10) 11/01/97
31 (10) 12/16/97
28 (10) 1/01/98
(750)(5) 1/27/98
31 (10) 2/01/98
4,693 (11) 2/27/98
28 (10) 3/01/98
28 (10) 4/01/98
27 (10) 5/01/98
30 (10) 6/01/98
32 (10) 7/01/98
36 (10) 8/01/98
3,513 (12) 8/14/98
(2,289)(13) 8/31/98
45 (10) 9/01/98
B-6
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
ROBERT D. TAYLOR . . . . . . . . . . 43 (10) 10/01/98
44 (10) 11/01/98
1,800 (6) 11/12/98
43 (10) 12/01/98
(954)(5) 12/22/98
43 (10) 1/01/99
44 (10) 2/01/99
46 (10) 3/01/99
43 (10) 4/01/99
41 (10) 5/01/99
44 (10) 6/01/99
43 (10) 7/01/99
ALDO J. TESI. . . . . . . . . . . . . 41 (10) 7/01/97
38 (10) 8/01/97
36 (10) 9/01/97
32 (10) 10/01/97
32 (10) 11/01/97
31 (10) 12/16/97
28 (10) 1/01/98
31 (10) 2/01/98
28 (10) 3/01/98
28 (10) 4/01/98
27 (10) 5/01/98
30 (10) 6/01/98
32 (10) 7/01/98
36 (10) 8/01/98
45 (10) 9/01/98
43 (10) 10/01/98
44 (10) 11/01/98
43 (10) 12/01/98
43 (10) 1/01/99
44 (10) 2/01/99
46 (10) 3/01/99
43 (10) 4/01/99
41 (10) 5/01/99
1,500 (6) 5/07/99
500 (6) 5/11/99
44 (10) 6/01/99
43 (10) 7/01/99
JAMES A. LAPHEN. . . . . . . . . . . . . 12 (1) 9/30/97
38,700 (2) 12/04/97
(3,066)(3) 12/04/97
(11,335)(4) 12/04/97
12 (1) 12/31/97
101 (1) 3/31/98
5,210 (7) 6/30/98
B-7
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
JAMES A. LAPHEN (continued). . . . . (2,560)(8) 6/30/98
41 (1) 9/30/98
19 (1) 12/31/98
22 (1) 3/31/99
183 (1) 6/30/99
4,921 (7) 6/30/99
(2,333)(8) 6/30/99
GARY L. MATTER. . . . . . . . . . . 22,648 (2) 12/05/97
(9,638)(3) 12/05/97
(4,669)(4) 12/05/97
(200)(5) 4/15/98
2,455 (7) 6/30/98
(986)(8) 6/30/98
(100)(5) 12/17/98
2,007 (7) 6/30/99
(1,152)(8) 6/30/99
JOY J. NARZISI. . . . . . . . . . . 19,871 (2) 12/05/97
(5,345)(3) 12/05/97
(5,107)(4) 12/05/97
2,036 (7) 6/30/98
(924)(8) 6/30/98
3,300 (2) 6/14/99
1,720 (7) 6/30/99
(913)(8) 6/30/99
RUSSELL G. OLSON. . . . . . . . . . 122,970 (14) 2/13/98
1,406 (7) 6/30/98
499 (1) 3/31/99
389 (1) 6/30/99
2,411 (7) 6/30/99
(96)(8) 6/30/99
LARRY R. GODDARD. . . . . . . . . . 44,625 (11) 2/27/98
3,375 (15) 3/31/99
ROGER L. LEWIS. . . . . . . . . . . 16 (1) 9/30/97
(1,301)(6) 11/07/97
10,974 (2) 11/24/97
(3,222)(3) 11/24/97
(3,191)(4) 11/24/97
13 (1) 12/31/97
21 (1) 3/31/98
1,645 (7) 6/30/98
(870)(8) 6/30/98
26 (1) 6/30/98
2,927 (2) 8/25/98
B-8
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
ROGER L. LEWIS. . . . . . . . . . . . 36 (1) 9/30/98
20 (1) 12/31/98
41 (1) 3/31/99
1,433 (7) 6/30/99
(764)(8) 6/30/99
41 (1) 6/30/99
13,500 (2) 7/23/99
(5,762)(6) 8/18/99
GARY D. WHITE . . . . . . . . . . . . 14 (1) 9/30/97
25,247 (2) 12/03/97
(8,199)(3) 12/03/97
(6,450)(4) 12/03/97
14 (1) 12/31/97
14 (1) 3/31/98
1,824 (7) 6/30/98
16 (1) 6/30/98
22 (1) 9/30/98
26 (1) 12/31/98
7,203 (2) 1/04/99
27 (1) 3/31/99
1,419 (7) 6/30/99
27 (1) 6/30/99
THOMAS N. PERKINS . . . . . . . . . . 8 (1) 9/30/97
8 (1) 12/31/97
8 (1) 3/31/98
1,113 (7) 6/30/98
(645)(8) 6/30/98
9 (1) 6/30/98
12 (1) 9/30/98
15 (1) 12/31/98
(300)(6) 3/15/99
15 (1) 3/31/99
896 (7) 6/30/99
(695)(8) 6/30/99
15 (1) 6/30/99
KEVIN C. PARKS. . . . . . . . . . . . 2 (16) 7/01/97
2 (16) 8/01/97
2 (16) 9/01/97
142 (1) 9/30/97
2 (16) 10/01/97
2 (16) 11/01/97
2 (16) 12/16/97
61 (1) 12/31/97
2 (16) 1/01/98
1 (16) 2/01/98
B-9
<PAGE>
<PAGE>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
KEVIN C. PARKS (continued) 2 (16) 3/01/98
118 (1) 3/31/98
1 (16) 4/01/98
1 (16) 5/01/98
2 (16) 6/01/98
1,039 (7) 6/30/98
(379)(8) 6/30/98
210 (1) 6/30/98
2 (16) 7/01/98
1 (16) 8/01/98
3 (16) 9/01/98
212 (1) 9/30/98
2 (16) 10/01/98
2 (16) 11/01/98
2 (16) 12/01/98
153 (1) 12/31/98
2 (16) 1/01/99
3 (16) 2/01/99
2 (16) 3/01/99
206 (1) 3/31/99
2 (16) 4/01/99
2 (16) 5/01/99
2 (16) 6/01/99
799 (7) 6/30/99
(507)(8) 6/30/99
50 (1) 6/30/99
2 (16) 7/01/99
3 (16) 8/01/99
2 (16) 9/01/99
2 (16) 10/01/99
__________
(1) Purchase of shares through 401(k) Plan.
(2) Acquisition of shares upon exercise of stock options.
(3) Surrender of shares in connection with exercise of stock
options.
(4) Surrender of shares for withholding tax obligations in
connection with exercise of stock options.
(5) Gift of shares.
(6) Open market transaction.
(7) Acquisition of shares through grant of restricted stock.
(8) Surrender of shares for withholding tax obligations in
connection with vesting of restricted stock.
(9) Acquisition of shares by gift.
(10) Receipt of shares as payment for portion of directors'
fees.
(11) Acquisition of shares through merger of Mid Continent
Bancshares, Inc. with Commercial Federal Corporation.
(12) Acquisition of shares through merger of First Colorado
Bancorp, Inc. with Commercial Federal Corporation.
(13) Disclaim beneficial ownership.
(14) Acquisition of shares through merger of Liberty
Financial Corporation with Commercial Federal Corporation.
(15) Acquisition of shares through termination of Mid Continent
Employee Stock Ownership Plan.
(16) Acquisition of shares through Payroll Stock Purchase Plan.
B-10
<PAGE>
<PAGE>
Other than as disclosed in this Schedule or in the Proxy
Statement, none of the Corporation, any of its directors or
executive officers named in this Schedule owns any securities of
the Corporation or any subsidiary thereof, beneficially or of
record, has purchased or sold any of such securities within the
last two years, or is or was within the past year a party to any
contract, arrangement or understanding with any person with
respect to any such securities. Except as disclosed in this
Schedule or in the Proxy Statement, to the knowledge of the
Corporation, none of the Corporation, its directors and
executive officers named in this Schedule, has any substantial
interest, direct or indirect, by security holdings or otherwise,
in any matter to be voted upon at the Meeting.
Other than as disclosed in this Schedule or in the Proxy
Statement, to the knowledge of the Corporation, none of the
Corporation, its directors or executive officers named in this
Schedule is, or has been within the past year, a party to any
contract, arrangement or understanding with any person with
respect to any class of securities of the Corporation,
including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the
giving or withholding of proxies.
Other than as set forth in this Schedule or in the Proxy
Statement, to the knowledge of the Corporation, none of the
Corporation, its directors or executive officers named in this
Schedule, or any of their associates, has had or will have a
direct or indirect material interest in any transaction or
series of transactions since the beginning of the Corporation's
last fiscal year or any currently proposed transactions, or
series of similar transactions, to which the Corporation or any
of its subsidiaries was or is to be a party in which the amount
involved exceeds $60,000.
Other than as set forth in this Schedule or in the Proxy
Statement, to the knowledge of the Corporation, none of the
Corporation, its directors or executive officers named in this
Schedule, or any of their associates, has any arrangements or
understandings with any person or persons with respect to any
future employment by the Corporation or its affiliates or with
respect to any future transactions to which the Corporation or
any of its affiliates will or may be a party.
B-11
<PAGE>
<PAGE>
I M P O R T A N T
Your vote is important. Regardless of the number of
shares of Commercial Federal Corporation Common Stock you own,
please vote as recommended by your Board of Directors by taking
these two simple steps:
1. PLEASE SIGN, DATE AND PROMPTLY MAIL the enclosed
Blue proxy card in the postage-paid
envelope provided.
2. DO NOT RETURN ANY WHITE PROXY CARD sent to you by
Franklin, not even as a vote of protest.
IF YOU VOTED THE WHITE PROXY CARD BEFORE RECEIVING
YOUR COMMERCIAL FEDERAL BLUE PROXY CARD, YOU HAVE EVERY
RIGHT TO CHANGE YOUR VOTE SIMPLY BY SIGNING, DATING AND
MAILING THE ENCLOSED BLUE PROXY CARD. THIS WILL CANCEL
YOUR EARLIER VOTE. REMEMBER, ONLY YOUR LATEST DATED
PROXY CARD WILL COUNT AT THE ANNUAL MEETING.
INSTRUCTIONS FOR "STREET" NAME SHAREHOLDERS
If you own your shares in the name of a brokerage
firm (or other nominee), only your broker can vote your
shares on your behalf and only after receiving your
specific instructions. Please call your broker and
instruct him/her to execute a Blue proxy card on your
behalf. You should also promptly sign, date and mail
your Blue card when you receive it from your broker.
Please do so for each separate account you maintain.
You should return your Blue proxy card at once to
ensure that your vote is counted.
If you have any questions or need assistance in
voting your shares, please call D.F. King & Co.,
Inc., which is assisting us, toll-free at (800) 431-
9629.
<PAGE>
<PAGE>
[FORM OF PROXY CARD]
COMMERCIAL FEDERAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
NOVEMBER 16, 1999 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Talton K. Anderson, Carl
G. Mammel and James P. O'Donnell and each of them, with full
power of substitution, as attorneys in fact, agents and proxies
for the undersigned to vote all of the shares of Common Stock,
par value $.01 per share, of COMMERCIAL FEDERAL CORPORATION (the
"Corporation") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held at the Holiday Inn
Central Convention Centre, 3321 South 72nd Street, "Holiday C"
Meeting Room, Omaha, Nebraska on Tuesday, November 16, 1999 at
10:00 a.m., local time, and at any and all adjournments or
postponements thereof (the "Meeting") as indicated below and as
directed by the Board of Directors, with respect to such other
matters as may properly come before the Meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO
DIRECTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY "FOR" PROPOSAL I. IF OTHER MATTERS ARE
PROPERLY BROUGHT BEFORE THE MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY AS DIRECTED BY A MAJORITY OF THE BOARD
OF DIRECTORS. There is cumulative voting in the election of
directors and, unless otherwise indicated by the stockholder, a
vote for the nominees listed in Proposal I will give the proxies
discretionary authority to cumulate all votes to which the
undersigned is entitled and to allocate such votes in favor of
one or more of such nominees, as the proxies may determine.
(Continued To be Dated and Signed On Other Side)
THE UNDERSIGNED HEREBY REVOKES ANY PREVIOUS PROXIES WITH
RESPECT TO THE MATTERS COVERED BY THIS PROXY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL I
I. The election as directors of all nominees listed below
(except as marked to the contrary):
WITHHOLD AUTHORITY
FOR FOR ALL NOMINEES
[ ] [ ]
Robert F. Krohn, Robert S. Milligan, Michael P. Glinsky, Sharon
G. Marvin
Instruction: To withhold your vote for any
Individual nominee(s), mark "for" above and write
The name(s) of the nominee(s) for which you do not
Wish to vote on the line below.
_____________________________________
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS CARD. JOINT
OWNERS SHOULD EACH SIGN PERSONALLY.
CORPORATION PROXIES SHOULD BE SIGNED
IN CORPORATE NAME BY AN AUTHORIZED
OFFICER. EXECUTORS, ADMINISTRATORS,
TRUSTEES OR GUARDIANS SHOULD GIVE
THEIR TITLE WHEN SIGNING.
Date: ________________________________
Signature(s): ________________________
________________________
PLEASE SIGN, DATE AND MAIL YOUR PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
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