COMMERCIAL FEDERAL CORP
8-K, 2000-08-18
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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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
                ------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


        Nebraska                     1-11515                     47-0658852
----------------------------       ------------             --------------------
(State or Other Jurisdiction       (Commission                (I.R.S. Employer
of Incorporation)                  File Number)              Identification No.)


2120 South 72nd Street, Omaha, Nebraska                                68124
----------------------------------------                             -----------
(Address of Principal Executive Offices)                             (Zip Code)


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


                                 Not Applicable
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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<PAGE>

ITEM 5.       OTHER EVENTS
              ------------

         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
              ------------------------------------------------------------------

Exhibit 3.1   By-Laws of the Registrant, as amended

Exhibit 99.1  Press Release dated August 15, 2000


<PAGE>
ITEM 8.       CHANGE IN FISCAL YEAR
              ---------------------

         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
                                ------------------------------
                                          (Registrant)



Date: August 18, 2000           By: /s/ David S. Fisher
                                    ------------------------------------
                                    David S. Fisher
                                    Executive Vice President and Chief Financial
                                    Officer (Duly Authorized Officer)




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