SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
December 15, 1997
PERPETUAL MIDWEST FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23368 42-1415490
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
700 First Avenue, N.E., Cedar Rapids, Iowa 52401
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (319) 366-1851
N/A
(Former name or former address, if changed since last report.)
Forward-Looking Statements
Statements contained in Exhibit 99 that are not historical facts may be
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Further,
such statements are subject to important factors that could cause actual results
to differ materially from those in Exhibit 99, including the following: regional
and national economic conditions; changes in levels of market interest rates;
credit risks of real estate, consumer and other lending activities; regulatory
factors (including regulatory approval of the acquisition); and the ability to
achieve synergies in the acquisition.
Item 5. Other Events.
On December 15, 1997, Perpetual Midwest Financial, Inc., a Delaware
corporation (the "Company"), and Commercial Federal Corporation, a Nebraska
corporation ("Commercial"), entered into a Reorganization and Merger Agreement,
dated as of December 15, 1997 (the "Merger Agreement"), by and among the
Company, Commercial, Perpetual Savings Bank, FSB ("Perpetual Savings") and
Commercial Federal Bank, A Federal Savings Bank ("Commercial Bank"). The Merger
Agreement provides for the merger of the Company with and into Commercial, with
Commercial as the surviving corporation (the "Merger"), and for the merger of
Perpetual Savings with and into Commercial Bank, with Commercial Bank as the
surviving institution.
Under the Merger Agreement, each share of the common stock, par value
$.01 per share, of the Company ("Company Common Stock") issued and outstanding
immediately prior to the effective time of the Merger will be converted into the
right to receive 0.5757 of a share of the common stock, par value $0.01 per
share, of Commercial ("Commercial Common Stock") and associated rights, provided
that if the average price of Commercial Common Stock over a defined pricing
period prior to closing is below $30.167 per share on a post-split basis, the
Company can terminate the transaction unless Commercial agrees to increase the
exchange ratio to an indicated price per share (based on the average price per
share of Commercial Common Stock over the pricing period) to Company
shareholders of $26.05.
In connection with the execution of the Merger Agreement, the Company
and Commercial also executed a Stock Option Agreement (the "Commercial Stock
Option") under which Commercial was granted an irrevocable option to purchase,
under certain circumstances, up to 185,419 shares of Company Common Stock at a
price per share equal to the average of the last reported sale prices of Company
Common Stock on December 12, 1997. The number of shares and the purchase price
are subject to adjustment as provided in the Commercial Stock Option. Under
certain circumstances, the Company may be required to repurchase the Commercial
Stock Option or the shares acquired pursuant to the exercise thereof. The
Commercial Stock Option was granted by the Company as an inducement to
Commercial to enter into the Merger Agreement.
The Merger is intended to qualify as a tax-free reorganization under
the Internal Revenue Code of 1986, as amended.
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Consummation of the Merger is subject to various conditions, including:
(i) receipt of approval by the stockholders of the Company; (ii) the shares of
Commercial Common Stock to be issued to the Company stockholders upon
consummation of the Merger having been authorized for listing on the New York
Stock Exchange; (iii) receipt of requisite regulatory approvals; (iv) the
registration statement having been declared effective by the Securities and
Exchange Commission; (v) receipt by each of the Company and Commercial of an
opinion of counsel substantially to the effect that the Merger will be treated
as a tax-free reorganization; and (vi) satisfaction of certain other conditions.
The Merger Agreement and the press release issued on December 15, 1997
announcing the Merger are filed as exhibits hereto and are incorporated by
reference herein. The foregoing discussion does not purport to be complete and
is qualified in its entirety by reference to such exhibits.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
- ------ -----------
2.1 Reorganization and Merger Agreement, dated as of December 15, 1997,
by and among Commercial Federal Corporation, Commercial Federal
Bank, A Federal Savings Bank, Perpetual Midwest Financial, Inc. and
Perpetual Savings Bank, FSB.
2.2 Stock Option Agreement, dated as of December 15, 1997, by and
between Commercial Federal Corporation and Perpetual Midwest
Financial, Inc.
99 Press Release of Perpetual Midwest Financial, Inc., dated December
15, 1997.
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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.
PERPETUAL MIDWEST FINANCIAL, INC.
Date: December 23, 1997 By: /s/ James L. Roberts
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James L. Roberts
President and Chief Executive Officer
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PERPETUAL MIDWEST FINANCIAL, INC.
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 Reorganization and Merger Agreement, dated as of December 15, 1997,
by and among Commercial Federal Corporation, Commercial Federal
Bank, A Federal Savings Bank, Perpetual Midwest Financial, Inc. and
Perpetual Savings Bank, FSB.
2.2 Stock Option Agreement, dated as of December 15, 1997, by and
between Commercial Federal Corporation and Perpetual Midwest
Financial, Inc.
99 Press Release of Perpetual Midwest Financial, Inc., dated December
15, 1997.
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