COMMERCIAL FEDERAL CORP
8-K, 2000-04-28
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):          April 20, 2000
                                                           --------------


                         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)

                                       1
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                         COMMERCIAL FEDERAL CORPORATION

                                    FORM 8-K

                                 CURRENT REPORT

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

         On April 20, 2000, Commercial Federal Corporation ("Commercial
         Federal") announced that James A. Laphen, President and Chief Operating
         Officer, will retire from Commercial Federal effective December 31,
         2000.

         Information regarding this announcement is set forth in Commercial
         Federal's press release dated April 20, 2000, attached hereto as
         Exhibit 99 and incorporated herein by reference.

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

         (a)   Exhibits:

               Exhibit 99. Press release dated April 20, 2000.

                                       2
<PAGE>

                                   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:    April 27, 2000                /s/ William A. Fitzgerald
         --------------                -----------------------------------------
                                       William A. Fitzgerald
                                       Chairman of the Board and
                                       Chief Executive Officer

                                       3

<PAGE>

                                   Exhibit 99

                       Press Release Dated April 20, 2000
<PAGE>

Date:             April 20, 2000

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



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

     Omaha, Nebraska (April 20, 2000)--Commercial Federal Corporation (NYSE:CFB)
announced that James A. Laphen, president and chief operating officer, will
retire from the company, effective December 31, 2000.

     "Jim Laphen has made significant contributions to Commercial Federal," said
William A. Fitzgerald, chairman of the board and chief executive officer. "When
Jim joined us 12 years ago we were about half the asset size, had less than 70
branches, and our services were limited to those of a traditional thrift. As a
result of his role in our expansion program over that time, Commercial Federal
is now a powerful regional banking franchise, with a leading presence in
America's heartland," Mr. Fitzgerald explained.

     Mr. Laphen joined the bank in 1988 from Home Unity Mortgage Services, where
he was president and chief executive officer. He is a graduate of Drexel
University. "It's been professionally and personally rewarding being a part of
such an energized and talented team, and gratifying to see the growth and
transformation of Commercial Federal brought about by a lot of hard work. I want
to make sure that in my last months with the bank, we have a smooth transition,"
Mr. Laphen said. "When that transition is complete, I look forward to spending
more time with my family and expanding my professional horizons," he concluded.
<PAGE>

     Commercial Federal said that it had retained Heidrick & Struggles to
identify candidates to replace Mr. Laphen.

     Commercial Federal Corporation is the parent company of Commercial Federal
Bank, which currently operates 256 retail offices in Iowa, Nebraska, Kansas,
Colorado, Oklahoma, Missouri, Arizona, and Minnesota.


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