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
JUNE 13, 2005
Date of Report (Date of earliest event reported)
COMMERCIAL FEDERAL CORPORATION
(Exact name of registrant as specified in its charter)
Nebraska 1-11515 47-0658852
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
13220 California Street 68154
Omaha, Nebraska
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (402) 554-9200.
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Item 8.01 is hereby incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On June 13, 2005, Commercial Federal Corporation ("Commercial Federal") and
BancWest Corporation, a Delaware corporation ("BancWest"), issued a joint press
release announcing that Commercial Federal, Bank of the West, a California state
banking corporation and a subsidiary of BancWest ("Bank of the West"), and Bear
Merger Co., Inc., a Nebraska corporation and a wholly-owned subsidiary of Bank
of the West, have entered into an Agreement and Plan of Merger, dated as of June
13, 2005. Under the terms of the merger agreement, Commercial Federal will be
acquired by and merged into Bank of the West. Subject to the terms and
conditions of the merger agreement, each outstanding share of Commercial Federal
common stock will be converted into the right to receive $34.00 in cash, and
Commercial Federal may also declare and pay a special one-time cash dividend of
$0.50 per share immediately prior to completion of the merger. The merger is
subject to customary closing conditions, including approval of the Commercial
Federal shareholders and federal and state banking regulators.
A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
In connection with the proposed transaction, Commercial Federal will be filing
proxy statements and other materials with the Securities and Exchange
Commission. Investors are urged to read the proxy statement and these materials
when they are available because they will contain important information.
Commercial Federal and its officers and directors may be deemed to be
participants in the solicitation of proxies with respect to the proposed
transaction matters. Information regarding such individuals is included in
Commercial Federal's proxy statements and Annual Reports on Form 10-K previously
filed with the Securities and Exchange Commission, and in the proxy statement
relating to the merger when it becomes available.
Investors may obtain a free copy of the proxy statements and other relevant
documents when they become available as well as other materials filed with the
Securities and Exchange Commission concerning Commercial Federal and these
individuals at the Securities and Exchange Commission's website at
http://www.sec.gov. These materials and other documents may also be obtained for
free from Commercial Federal Corporation by sending an e-mail to
investorrelations@commercialfed.com.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press release issued jointly by BancWest Corporation and
Commercial Federal Corporation, dated June 13, 2005
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.
COMMERCIAL FEDERAL CORPORATION
Dated: June 14, 2005 By /s/ DAVID S. FISHER
--------------------------------------------
DAVID S. FISHER
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
99.1 Press release issued jointly by BancWest Corporation and
Commercial Federal Corporation, dated June 13, 2005