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): July 3, 1998
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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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Item 5. Other Events:
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Commercial Federal Corporation (the Corporation) held a Special Meeting of
Stockholders on July 3, 1998, in Omaha, Nebraska to consider and act upon
three proposals. The inspector of election issued their certified final
report dated July 3, 1998, for the three proposals voted upon at such
Special Meeting. A summary of such proposals and results of the voting
follow.
The following proposals were approved at the Special Meeting: (1) the merger
of First Colorado Bancorp, Inc. (First Colorado) and an amendment to the
Corporation's Articles of Incorporation to increase the number of shares
authorized from 50,000,000 to 70,000,000 with such shares primarily to be
issued in this merger, (2) an amendment to the Corporation's Articles of
Incorporation to further increase the number of authorized shares from
70,000,000 to 120,000,000 shares, and (3) an amendment to the Corporation's
1996 Stock Option and Incentive Plan to increase the number of shares
issuable thereunder by 2,400,000 shares. For the proposals to be approved,
Proposal 1 required a minimum two-thirds majority of the Corporation's
common stock outstanding and Proposals 2 and 3 required a minimum of 50% of
the votes cast.
Proposal 1 - Approval of First Colorado Merger and Increase in Authorized
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Shares
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Votes For Votes Against Abstentions or Broker Nonvotes
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30,401,334 98,212 3,796,202
Proposal 2 - Approval to Further Increase Authorized Shares
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Votes For Votes Against Abstentions or Broker Nonvotes
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31,074,118 1,064,864 2,156,766
Proposal 3 - Approval to Amend 1996 Stock Option and Incentive Plan
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Votes For Votes Against Abstentions or Broker Nonvotes
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23,589,479 6,784,607 3,921,662
Pursuant to the stockholders' approvals of Proposals 1 and 2, Article IV of
the Corporation's Articles of Incorporation was amended to increase the
number of authorized shares of common stock from 50,000,000 shares to
120,000,000 shares. For further information, reference is made to the
amended and restated Articles of Incorporation, attached hereto as
Exhibit 3.
Pursuant to the stockholders' approval of Proposal 3, the Corporation's 1996
Stock Option and Incentive Plan was amended and a Form S-8 Registration
Statement was filed on July 7, 1998, registering the 2,400,000 shares.
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Item 7. Financial Statements and Exhibits:
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(c) Exhibits:
Exhibit 3. Articles of Incorporation of Commercial Federal Corporation,
as amended and restated.
Exhibit 99. Press Release dated July 3, 1998.
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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: July 7, 1998 /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: July 7, 1998 /s/ Gary L. Matter
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Gary L. Matter, Senior Vice President,
Controller and Secretary (Principal
Accounting Officer)
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