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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
August 14, 2000
COMMERCIAL FEDERAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nebraska 1-11515 47-0658852
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2120 South 72nd Street, Omaha, Nebraska 68124
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (402) 554-9200
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
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On August 14, 2000 the Board of Directors of Commercial Federal
Corporation (the "Registrant") approved a series of strategic initiatives
including a balance sheet restructuring and a new management structure. Key
initiatives announced by the Registrant include:
1. A complete balance sheet review including the disposition of over
$2 billion in low-yielding and higher risk investments and
residential mortgage loans resulting in a pre-tax charge to
earnings in the range of approximately $105 million to $125
million. The proceeds from this disposition are expected to be
used to reduce high-cost borrowings by up to $1.0 billion, to
repurchase additional shares of the Registrant's common stock
with the remainder reinvested in more stable securities;
2. Acceleration of the disposition of other real estate owned which
is anticipated to result in a pre-tax charge to earnings of
approximately $6 million.
4. The sale of its leasing company which was acquired as part of the
February 1998 acquisition of Liberty Financial Corporation which
is anticipated to result in a pre-tax charge to earnings of
approximately $7 million;
5. An expansion of the Registrant's stock repurchase program by up
to 10% of its outstanding shares , or approximately 5.5 million
shares;
6. A management restructuring to further streamline the organization
and improve efficiencies as well as the appointment of a new
chief operating officer to be announced in the next 30 to 60
days; and
7. Various other matters relative to the Registrant's commercial
loan portfolio, an assessment of its branch network, its delivery
and servicing systems and related matters.
For more information, please see the Registrant's press release dated August 15,
2000 which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit 3.1 By-Laws of the Registrant, as amended
Exhibit 99.1 Press Release dated August 15, 2000
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ITEM 8. CHANGE IN FISCAL YEAR
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On August 14, 2000, the Board of Directors of the Registrant approved a
change in the Registrant's fiscal year end from June 30 to December 31. The
change is effective immediately. The Registrant will file an Annual Report on
Form 10-K for the fiscal year ended June 30, 2000 and will file a Transition
Report on Form 10-K for the six months ended December 31, 2000. The Registrant
will hold its next annual meeting of stockholders in the second calendar quarter
of 2001 to accommodate both the June 30, 2000 fiscal year and the December 31,
2000 transition period. Article I, Section 1 and Article XI of the Registrant's
By-Laws were amended to reflect the change in fiscal year end and the scheduling
of the annual meeting. A copy of the Registrant's By-Laws, as amended is
attached hereto as Exhibit 3.1
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 hereunto duly authorized.
COMMERCIAL FEDERAL CORPORATION
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(Registrant)
Date: August 18, 2000 By: /s/ David S. Fisher
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David S. Fisher
Executive Vice President and Chief Financial
Officer (Duly Authorized Officer)