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): January 29, 2004
COMMERCIAL FEDERAL CORPORATION
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
NEBRASKA 1-11515 47-0658852
________________________________________________________________________________
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
13220 CALIFORNIA STREET, OMAHA, NEBRASKA 68154
________________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (402) 554-9200
________________
NOT APPLICABLE
________________________________________________________________________________
(Former name or former address, if changed since last report)
COMMERCIAL FEDERAL CORPORATION
FORM 8-K
CURRENT REPORT
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits:
____________________________________________________________________________
(c) Exhibits
Exhibit 99.1 Press release dated January 29, 2004
Item 9. Regulation FD Disclosure
__________________________________
On January 29, 2004, Commercial Federal Corporation ("the Registrant")
announced a $5.6 million award relating to a supervisory goodwill
claim against the United States filed by the former Mid Continent
Bancshares, Inc., which was acquired in 1998 by Commercial Federal
Bank, a Federal Savings Bank, a wholly-owned subsidiary of the
Registrant. For further information, see the press release attached to
this report as Exhibit 99.1, which is furnished herewith.
Item 12. Results of Operations and Financial Condition:
________________________________________________________
On January 29, 2004, the Registrant issued its press release
announcing earnings for the three and twelve months ended December 31,
2003. The press release also announced adjustments to the Registrant's
consolidated financial statements related to the accounting treatment
for a Bank Owned Life Insurance ("BOLI") policy. The $5.6 million
award relating to the supervisory goodwill claim is also announced.
The press release is attached to this report as Exhibit 99.1, which is
furnished herewith.
The Registrant anticipates it will file with the Securities and
Exchange Commission in early February 2004, the Annual Report Form
10-K/A for the year ended December 31, 2002 (Amendment No. 2) and the
Quarterly Report Form 10-Q/A (Amendments No. 1) for the quarters ended
September 30, 2003, June 30, 2003 and March 31, 2003. These amended
filings will reflect the correction to the Registrant's consolidated
financial statements for the error in accounting for certain
components of a BOLI policy ("BOLI adjustment") as discussed in the
attached Exhibit 99.1. The effects of the error were spread over a
12-quarter period beginning with the three months ended December 31,
2000, when the policy was acquired, through the September 30, 2003
quarter. In addition, the amended filings will reflect the restatement
of prior period consolidated financial statements to conform to
current financial statement presentation primarily with respect to
certain government agency-guaranteed loans serviced for the Government
National Mortgage Association ("GNMA adjustment"). Accordingly, the
Registrant is increasing loans held for sale and other borrowings each
by identical amounts totaling $17.9 million and $6.4 million at
December 31, 2002 and 2001, respectively, related to GNMA loans
eligible for repurchase at those dates. In addition, the Registrant
will reclassify from other assets to loans held for sale the principal
amount of loans actually repurchased from GNMA totaling $28.0 million
and $37.9 million at December 31, 2002 and 2001, respectively.
The following tables reflect the effects of the accounting restatements to prior
reporting periods:
(In Thousands, Except Per Share Amounts)
Year Ended December 31, Six Months Ended
2002 2001 December 31, 2000
Net income (loss): ------ ------ -----------------
Net income (loss) as previously reported $ 108,464 $ 97,682 $ (69,501)
BOLI adjustment (1,461) (877) (4,083)
--------- --------- ---------
Net income (loss) as restated $ 107,003 $ 96,805 $ (73,584)
========= ========= =========
Basic earnings (loss) per share:
As previously reported $ 2.39 $ 1.95 $ (1.27)
BOLI adjustment (.03) (.01) (.08)
--------- --------- ---------
As restated $ 2.36 $ 1.94 $ (1.35)
========= ========= =========
Diluted earnings (loss) per share:
As previously reported $ 2.37 $ 1.93 $ (1.27)
BOLI adjustment (.04) (.01) (.08)
--------- --------- ---------
As restated $ 2.33 $ 1.92 $ (1.35)
========= ========= =========
Three Months Ended Nine Months Ended
Net income: September 30, 2003 June 30, 2003 March 31, 2003 September 30, 2003
------------------ ------------- -------------- ------------------
Net income as previously reported $ 22,311 $ 22,702 $ 23,131 $ 68,144
BOLI adjustment (448) (442) (432) (1,322)
-------- -------- -------- --------
Net income as restated $ 21,863 $ 22,260 $ 22,699 $ 66,822
======== ======== ======== ========
Basic earnings per share:
As previously reported $ .51 $ .51 $ .51 $ 1.54
BOLI adjustment (.01) (.01) (.01) (.03)
-------- -------- -------- --------
As restated $ .50 $ .50 $ .50 $ 1.51
======== ======== ======== ========
Diluted earnings per share:
As previously reported $ .51 $ .51 $ .51 $ 1.53
BOLI adjustment (.01) (.01) (.01) (.03)
-------- -------- -------- --------
As restated $ .50 $ .50 $ .50 $ 1.50
======== ======== ======== ========
Three Months Ended
--------------------------------------------------------------------------------
Net income: December 31, 2002 September 30, 2002 June 30, 2002 March 31, 2002
----------------- ------------------ ------------- --------------
Net income as previously reported $ 26,279 $ 26,669 $ 27,533 $ 27,983
BOLI adjustment (561) (307) (300) (293)
-------- -------- -------- --------
Net income as restated $ 25,718 $ 26,362 $ 27,233 $ 27,690
======== ======== ======== ========
Basic earnings per share:
As previously reported $ .58 $ .59 $ .61 $ .62
BOLI adjustment (.01) (.01) (.01) (.01)
-------- -------- -------- --------
As restated $ .57 $ .58 $ .60 $ .61
======== ======== ======== ========
Diluted earnings per share:
As previously reported $ .58 $ .58 $ .60 $ .61
BOLI adjustment (.01) - (.01) (.01)
-------- -------- -------- --------
As restated $ .57 $ .58 $ .59 $ .60
======== ======== ======== ========
9/30/2003 6/30/2003 3/31/2003 12/31/2002 12/31/2001
--------- --------- --------- ---------- ----------
Total assets:
As previously reported $ 12,503,518 $ 12,933,576 $ 13,328,040 $ 13,081,467 $ 12,901,585
BOLI adjustment (7,743) (7,295) (6,853) (6,421) (4,960)
GNMA adjustment 21,511 18,744 16,571 17,886 6,369
------------ ------------ ------------ ------------ ------------
As restated $ 12,517,286 $ 12,945,025 $ 13,337,758 $ 13,092,932 $ 12,902,994
============ ============ ============ ============ ============
Loans held for sale:
As previously reported $ 687,010 $ 1,037,935 $ 1,013,067 $ 868,569 $ 337,050
GNMA adjustment 45,484 46,849 46,074 45,905 44,315
------------ ------------ ------------ ------------ ------------
As restated $ 732,494 $ 1,084,784 $ 1,059,141 $ 914,474 $ 381,365
============ ============ ============ ============ ============
Other Borrowings:
As previously reported $ 598,941 $ 573,081 $ 569,943 $ 603,306 $ 520,213
GNMA adjustment 21,511 18,744 16,571 17,886 6,369
------------ ------------ ------------ ------------ ------------
As restated $ 620,452 $ 591,825 $ 586,514 $ 621,192 $ 526,582
============ ============ ============ ============ ============
Total stockholders' equity:
As previously reported $ 761,205 $ 747,630 $ 758,355 $ 756,521 $ 734,654
BOLI adjustment (7,743) (7,295) (6,853) (6,421) (4,960)
------------ ------------ ------------ ------------ ------------
As restated $ 753,462 $ 740,335 $ 751,502 $ 750,100 $ 729,694
============ ============ ============ ============ ============
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 thereunto duly authorized.
COMMERCIAL FEDERAL CORPORATION
(Registrant)
Date: January 29, 2004 /s/ David S. Fisher
_________________________________
David S. Fisher
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer)