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):
September 9, 1999
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 (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
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
Item 5. Other Events.
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On September 9, 1999, Franklin Mutual Advisers, LLC
("Franklin"), located at 51 John F. Kennedy Parkway, Short
Hills, New Jersey delivered notice to the Registrant of its
nomination of two individuals for election as directors at the
1999 Annual Meeting of Stockholders. Franklin's nominees are J.
Thomas Burcham and George R. Zoffinger. Franklin also provided
the name of Matthew P. Wagner as an alternate in the event
either of its two nominees were unable to serve. On September
29, 1999 the Registrant 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 the
Registrant's By-Laws and applicable federal law relating to
interlocking directorships as in effect on September 17, 1999,
the applicable deadline for director nominations under the
Registrant's By-Laws.
On September 28, 1999, the Registrant's Board of Directors
adopted an amendment to the Registrant's By-laws. The By-law
amendment provides that in order to qualify to serve as a member
of the Board of Directors of the Registrant, an individual must
not also serve as a management official of another federally
insured depository organization that operates branches in any
market in which the Registrant operates branches. This By-law
amendment was adopted because of recent experience with a former
director of the Registrant that operated a bank in direct compe
tition with the Registrant and because a pending change in
federal regulations will, when such change becomes effective on
January 1, 2000, loosen the restrictions currently in effect
with respect to such interlocking directorships. The By-law
amendment will prevent in the future an individual from serving
on the Board of Directors of the Registrant who would lack the
ability to act in the best interests of the Registrant's stock
holders given the inherent conflict of interest present when an
individual serves as a director of two competitors. The
amendment should not affect the nominees submitted by Franklin
as referenced above, since both Messrs. Burcham and Wagner had
impermissible interlocks under existing regulations in effect as
of the September 17, 1999 deadline for nominations with respect
to the upcoming annual meeting of shareholders of the
Registrant. As such, such persons were ineligible for
nomination under the Registrant's By-Laws provisions which
predate this amendment. The Registrant's By-Laws, as amended
are attached hereto as Exhibit 3 and
incorporated by reference herein.
On September 15, 1999, the Board of Directors appointed
Sharon G. Marvin to fill the vacancy arising from the resigna
tion of W.A. Krause.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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Exhibit 3 By-Laws, as Amended
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
By: /s/ James A. Laphen
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James A. Laphen, President, Chief
Operating Officer and Chief Financial
Officer
(Duly Authorized and Principal Financial
Officer)
Date: October 5, 1999