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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): May 7, 2001
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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) dentification 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 May 7, 2001, the Board of Directors of Commercial Federal Corporation
(the "Corporation") authorized phase four of its stock repurchase program.
This repurchase consists of 5,000,000 shares of the Corporation's
outstanding common stock to be completed no later than December 31, 2002.
These repurchases can be made at any time and in any amount, depending upon
market conditions and various other factors. Any repurchase generally will
be on the open-market, although privately negotiated transactions are also
possible. In compliance with Nebraska law, all repurchased shares will be
cancelled.
On May 7, 2001, the Corporation's Board of Directors also approved an
increase to the Corporation's quarterly cash dividend to $.08 per common
share from $.07 per common share. The new dividend rate of $.08 per common
share will be paid on July 12, 2001 to stockholders of record as of
June 28, 2001.
On May 8, 2001, the Corporation's Board of Directors adopted an amendment
to the Corporation's By-Laws which increased the Corporation's board of
director seats to eleven from ten. In addition, on May 8, 2001, the
Corporation's Board of Directors appointed Robert J. Hutchinson, President
and Chief Operating Officer, as a director, bringing the total number of
Board of Directors of the Corporation to eleven.
The Corporation held its Annual Meeting of Stockholders on May 8, 2001, in
Omaha, Nebraska. The inspector of election issued his certified final
report on May 8, 2001 for the election of directors voted upon at such
Annual Meeting. The proposal voted upon at the Annual Meting was for the
election of three individuals as directors for three year terms. The
results of voting were as follows:
Proposal 1 - Election of Directors:
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Nominees (for terms to expire in 2004): Votes For Votes Withheld
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Talton K. Anderson 44,240,205 2,879,709
Carl G. Mammel 44,236,893 2,883,021
James P. O'Donnell 43,079,667 4,040,247
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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 (Continued):
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Information regarding the three announcements is set forth in the press
releases dated May 7, 2001 and May 8, 2001, respectively, attached hereto
as Exhibit 99, Exhibit 99.1 and Exhibit 99.2 and incorporated herein by
reference. A complete copy of the Corporation's By-Laws, as amended and
restated, are also attached hereto as Exhibit 3 (ii) and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits:
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(a) Exhibits:
Exhibit 3 (ii) By-Laws, As Amended And Restated.
Exhibit 99 Press release dated May 7, 2001.
Exhibit 99.1 Press release dated May 7, 2001.
Exhibit 99.2 Press release dated May 8, 2001.
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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: May 9, 2001 /s/ David S. Fisher
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David S. Fisher
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer)
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