UNITED STATES
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): September 17, 2003
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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)
13220 CALIFORNIA STREET, OMAHA, NEBRASKA 68154
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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)
COMMERCIAL FEDERAL CORPORATION
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FORM 8-K
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CURRENT REPORT
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Item 5. Other Events and Required FD Disclosure
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On September 12, 1994, Commercial Federal Corporation (the "Corporation")
and its wholly owned subsidiary, Commercial Federal Bank (the "Bank") commenced
litigation relating to supervisory goodwill against the United States in the
United States Court of Federal Claims seeking to recover monetary relief for the
government's refusal to honor certain contracts that it had entered into with
the Bank. The suit alleged that such governmental action constituted a breach of
contract and an unlawful taking of property by the United States without just
compensation or due process in violation of the Constitution of the United
States. The Corporation and the Bank were pursuing alternative damage claims of
up to approximately $230 million.
On March 24, 2003, the Corporation received an order from the United States
Court of Federal Claims denying its motion for summary judgment seeking to
establish liability for breach of contract and granting the United States
government's cross motion seeking to establish no liability for breach of
contract with respect to the Corporation's acquisition of Empire Savings
Building and Loan ("Empire"). In the litigation, the Corporation had alleged
that with respect to its 1987 acquisition of Empire, the Federal Home Loan Bank
Board promised that $190 million of goodwill (the amount by which Empire's
liabilities exceeded its assets) would be included in the Bank's regulatory
capital as well as the $60 million of preferred stock issued by the Bank to fund
the acquisition of Empire. Although the Court granted a motion for summary
judgment in the lawsuit in favor of the Corporation for a smaller goodwill claim
against the United States involving the Corporation's acquisition of Territory
Savings and Loan Association ("Territory"), the Corporation advised the Court
that the damages in the Territory claim could not be separated from the damages
in the Empire claim and a final judgment was issued by the Court dismissing the
Corporation's lawsuit.
The Corporation and the Bank have determined not to appeal the judgment
issued by the United States Court of Federal Claims. As a result, the litigation
with respect to Empire and Territory claims has been terminated with no damages
being awarded to the Corporation or the Bank.
The Bank also assumed a separate lawsuit in the merger with Mid Continent
Bancshares, Inc. ("Mid Continent") against the United States also relating to a
supervisory goodwill claim filed by the former Mid Continent. The lawsuit
involving Mid Continent is pending. A final summation in the trial is set for
the week of October 26, 2003. A final ruling is anticipated to follow within six
months thereafter.
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: October 1, 2003 /s/ David S. Fisher
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David S. Fisher
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer)