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): December 8, 1997
----------------
COMMERCIAL FEDERAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEBRASKA 1-11515 47-0658852
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
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)
1
COMMERCIAL FEDERAL CORPORATION
------------------------------
FORM 8-K
--------
Item 5. Other Events:
- ----------------------
Commercial Federal Corporation (the Corporation) held its Annual Meeting of
Stockholders on November 18, 1997 in Omaha, Nebraska. The inspector of
election issued his certified final report on December 5, 1997 for the
proposals voted upon at such Annual Meeting.
The following proposals were voted upon at the Annual Meeting: (i) the
election of one individual as a director for a two-year term and the
election of three individuals as directors for a three-year term, (ii) the
approval of an amendment to the Corporation's Articles of Incorporation to
increase the number of authorized shares of common stock from 25,000,000
shares to 50,000,000 shares, and (iii) the approval of an amendment to the
Corporation's Articles of Incorporation to establish a variable range for
the number of members from nine to 12 members. The results of voting were
as follows:
Proposal 1 -- Election of Directors
-----------------------------------
Nominee Votes for (1) Votes Withheld
------- ------------- --------------
For term to expire in 1999:
Michael P. Glinsky 19,179,765 168,597
For terms to expire in 2000:
Talton K. Anderson 19,258,356 90,657
Carl G. Mammel 19,259,701 88,985
James P. O'Donnell 19,259,475 88,935
(1) Stockholders are entitled to cumulate their votes in the election of
directors. Unless otherwise indicated by the stockholder, a vote for the
Board of Directors' nominees gives the proxies named discretionary
authority to cumulate all votes to which the stockholder was entitled and
to allocate such votes in favor of one or more of the Board's nominees as
the proxies determined. The votes reported herein reflect the allocation
of votes so as to maximize the number of nominees elected to serve as
directors.
Proposal 2 -- Approval to Increase Authorized Shares
----------------------------------------------------
Votes For Votes Against Abstentions or Broker Nonvotes
---------- ------------- ------------------------------
18,751,212 516,617 80,789
2
Item 5. Other Events (Continued):
- ---------------------------------
Proposal 3 -- Approval for Variable Range of Membership of Board of
-------------------------------------------------------------------
Directors
---------
Votes For Votes Against Abstentions or Broker Nonvotes
---------- ------------- ------------------------------
16,342,310 239,357 2,766,949
Pursuant to the stockholders' approval of Proposals 2 and 3, Article IV of
the Corporation's Articles of Incorporation was amended to increase the
number of authorized shares of common stock from 25,000,000 shares to
50,000,000 shares, and Article VII of the Corporation's Articles of
Incorporation was amended to establish a variable range for the number of
members on the Board of Directors from no less than nine to no more than 12
members. For further information, reference is made to the amended and
restated Articles of Incorporation, attached hereto as Exhibit 3.
Item 7. Financial Statements and Exhibits:
- -------------------------------------------
(c) Exhibits:
Exhibit 3. Articles of Incorporation of Commercial Federal Corporation, as
amended and restated.
3
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 thereunto duly authorized.
COMMERCIAL FEDERAL CORPORATION
------------------------------
(Registrant)
Date: December 11, 1997 /s/ James A. Laphen
----------------- --------------------
James A. Laphen, President, Chief Operating
Officer and Chief Financial Officer (Duly
Authorized and Principal Financial Officer)
Date: December 11, 1997 /s/ Gary L. Matter
----------------- -------------------
Gary L. Matter, Senior Vice President,
Controller and Secretary (Principal
Accounting Officer)
4