SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 18, 1997
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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 jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number (Identification Number)
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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COMMERCIAL FEDERAL CORPORATION
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FORM 8-K
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CURRENT REPORT
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Item 5. Other Events:
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On August 18, 1997, Commercial Federal Corporation ("Commercial Federal")
entered into a Reorganization and Merger Agreement (the "Agreement") with
Liberty Financial Corporation ("Liberty"), a privately held commercial bank and
thrift holding company. Under the terms of the Agreement, Commercial Federal
will acquire in a tax-free reorganization all 8,748,500 of the outstanding
shares of Liberty's common stock. Each of the shares of Liberty's common stock
will be exchanged for .306 shares of common stock of Commercial Federal. Based
on Commercial Federal's closing stock price on August 15, 1997, the transaction
has an aggregate value of approximately $108.6 million, or $12.41 per share.
Liberty, headquartered in West Des Moines, Iowa, operates seven bank
subsidiaries and one thrift subsidiary (collectively, the "Liberty Banks"), with
36 branches located in Iowa and six branches located in the Tucson, Arizona
metropolitan area. At June 30, 1997, Liberty had total assets of approximately
$620.5 million, deposits of approximately $533.2 million and stockholders'
equity of approximately $41.1 million. Following the acquisition, the Liberty
Banks will be merged with and into Commercial Federal Bank, a wholly-owned
subsidiary of Commercial Federal Corporation.
This proposed acquisition, which is subject to receipt of regulatory approvals
and other conditions, is expected to be completed by March 31, 1998. For
additional information, see the press release dated August 18, 1997, which is
attached hereto as Exhibit 99 and incorporated by reference herein.
Management of Commercial Federal has deemed this proposed acquisition not
material given the estimated effect of Liberty on Commercial Federal's financial
condition and results of operations, and therefore not a transaction reportable
under Item 2, "Acquisition and Disposition of Assets," of Form 8-K.
Accordingly, financial statements of the business acquired and pro forma
financial information relating to Item 7, "Financial Statements, Pro Forma
Financial Information and Exhibits," are not required and will not be furnished.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits:
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(c) Exhibits:
Exhibit 99: Press Release dated August 18, 1997
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SIGNATURES
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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
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(Registrant)
Date: August 26, 1997 /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)
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