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):
October 29, 1999
COMMERCIAL FEDERAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nebraska 1-11515 47-0658852
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) (Identification Number)
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 October 29, 1999, Commercial Federal Corporation (the
"Registrant") entered into an agreement (the "Settlement
Agreement") with Franklin Mutual Advisers, LLC ("Franklin") to
settle all pending litigation and the proxy contest relating to
the election of directors at the Registrant's 1999 Annual
Meeting of Stockholders to be held on November 16, 1999. The
following is a brief summary of the terms of the Settlement
Agreement, a copy of which is included as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
FRANKLIN SOLICITATION; DIRECTOR NOMINEES. The Settlement
Agreement provides that Franklin will immediately cease its
solicitation of proxies in connection with the Annual Meeting
and will not vote any proxies it has solicited at the Annual
Meeting. Franklin has also agreed to vote its shares in favor
of the Registrant's reconfigured slate of directors.
The Registrant agreed to include George R. Zoffinger and
Joseph J. Whiteside in place of two of its previously announced
nominees and they, together with Robert F. Krohn and Michael P.
Glinsky, will constitute all of the nominees for the four seats
up for election at the Annual Meeting. Robert S. Milligan and
Sharon G. Marvin who had been named in the Registrant's Proxy
Statement will no longer stand for reelection at the Annual
Meeting. J. Thomas Burcham and Matthew P. Wagner who had been
named in Franklin's proxy materials as a nominee and alternate,
respectively, also will not stand for election. In the event
that either Mr. Zoffinger or Mr. Whiteside, or both, are unable
or unwilling to stand for election at the Annual Meeting (an
event not now anticipated), the Registrant has agreed to permit
Franklin to select a replacement nominee who is mutually accept
able to the Registrant and Franklin. The Registrant has agreed
to nominate any such replacement nominee at the Annual Meeting.
DISMISSAL OF LITIGATION AND RELEASES. All pending
litigation between the parties has been dismissed with
prejudice. The Settlement Agreement also provides for mutual
releases by all parties to the litigation of all claims relating
to the proxy solicitation, the Annual Meeting and all related
matters.
BY-LAW AMENDMENT. The parties agreed that the Registrant's
recently-announced By-Law amendment, which provides that no
person who is a controlling person or management official of
a federally insured depository organization (other than
affiliates of the Registrant) that operates branches in any
market in which the Registrant operates branches shall be
eligible to be nominated for service, or to serve, as a director
of the Registrant, shall remain in effect.
The exhibits to this Current Report on Form 8-K also
included the press release jointly issued by the Registrant and
Franklin. Such press release was issued on October 29, 1999 and
is incorporated herein by reference.
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
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Exhibit 99.1 Agreement dated October 29, 1999,
by and between Commercial Federal
Corporation and Franklin Mutual
Advisers, LLC (without exhibits)
Exhibit 99.2 Joint Press Release issued on October 29,
1999
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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: November 2, 1999