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): August 10, 1998
---------------
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
--------
CURRENT REPORT
--------------
Item 5. Other Events:
- ----------------------
On August 10, 1998, Commercial Federal Corporation ("Commercial Federal")
and First Colorado Bancorp, Inc. ("First Colorado") jointly announced that
they have agreed to complete their pending merger on or about Friday,
August 14, 1998, subject to satisfaction or waiver of any remaining
conditions thereto, at a final exchange ratio of .9847 of a share of
Commercial Federal common stock for each share of First Colorado common
stock.
As a result of recent movements in Commercial Federal's stock price and
market prices generally, First Colorado would have been entitled to
terminate the Merger Agreement, dated as of March 9, 1998, between the
companies and their bank subsidiaries, and to not complete the pending
merger, subject to Commercial Federal's right to increase the exchange
ratio. However, First Colorado has agreed to waive such right in
consideration for Commercial Federal agreeing to increase the final
exchange ratio from .9677 to .9847. The increase in the final exchange
ratio will result in the exchange of approximately 18,280,725 shares of
Commercial Federal's common stock for First Colorado's outstanding common
stock.
Item 7. Financial Statements and Exhibits:
- -------------------------------------------
(a) Exhibits:
Exhibit 99. Press release dated August 10, 1998.
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: August 12, 1998 /s/ James A. Laphen
--------------- -------------------
James A. Laphen, President, Chief Operating
Officer and Chief Financial Officer (Duly
Authorized and Principal Financial Officer)
Date: August 12, 1998 /s/ Gary L, Matter
--------------- ------------------
Gary L. Matter, Senior Vice President,
Controller and Secretary
(Principal Accounting Officer)
3