-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kjft9DFBhO/DtNVm9gln9dH5la46obYzqx/W63qO4UzotXvBefxWymMO0G02wOnu LQ9SutzNByLvi8dx0vX28Q== 0001023875-99-000052.txt : 19990910 0001023875-99-000052.hdr.sgml : 19990910 ACCESSION NUMBER: 0001023875-99-000052 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990909 GROUP MEMBERS: FRANKLIN MUTUAL ADVISERS INC. GROUP MEMBERS: FRANKLIN MUTUAL ADVISERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL FEDERAL CORP CENTRAL INDEX KEY: 0000744778 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 470658852 STATE OF INCORPORATION: NE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-36147 FILM NUMBER: 99708684 BUSINESS ADDRESS: STREET 1: 2120 S 72ND ST CITY: OMAHA STATE: NE ZIP: 68124 BUSINESS PHONE: 4025549200 MAIL ADDRESS: STREET 1: COMMERCIAL FEDERAL TOWER 13TH FLOOR STREET 2: 2120 SOUTHJ72ND STREET CITY: OMAHA STATE: NE ZIP: 68124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MUTUAL ADVISERS LLC CENTRAL INDEX KEY: 0001023875 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223463202 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 2019122088 MAIL ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN MUTUAL ADVISERS INC DATE OF NAME CHANGE: 19960928 SC 13D/A 1 CUSIP 201647104 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Commercial Federal Corporation (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 201647104 (CUSIP Number) Raymond Garea Robert Friedman Peter A. Langerman Franklin Mutual Advisers, LLC 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 973.912.2174 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 8, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(e) 13d-1(f) or 13d-1(g) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Franklin Mutual Advisers, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ] (B)[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS See Item 3 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 4,663,552 (See Item 5) 8. SHARED VOTING POWER None (See Item 5) 9. SOLE DISPOSITIVE POWER 4,663,552 (See Item 5) 10. SHARED DISPOSITIVE POWER None (See Item 5) 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,663,552 (See Item 5) 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.7% 14. TYPE OF REPORTING PERSON IA This Amendment No. 1 relates to the Schedule 13D originally filed on behalf of Franklin Mutual Advisers, LLC ("FMA") with the Securities and Exchange Commission ("SEC") on August 3, 1999. The text of items 4 and 7 of said schedule 13D are hereby supplemented as follows: Item 4. Purpose of the Transaction In connection with the purpose set forth in Schedule 13D originally filed by FMA with the SEC on August 3, 1999, FMA, in a letter dated September 8, 1999, attached as an exhibit hereto, notified the Company of FMA's intention to nominate two directors for election at the Company's next annual meeting of stockholders. The nominees of FMA will be committed to pursuing a value maximization strategy which includes considering a sale of the Company. FMA intends to pursue vigorously the election of its nominees through the solicitation of proxies at the next annual meeting. FMA has retained Cadwalader, Wickersham & Taft, New York, New York and Innisfree M&A Incorporated to assist FMA. Item 7. Material to Be Filed as an Exhibit Stockholder Notice of Nominations, dated September 8, 1999. Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 9, 1999 FRANKLIN MUTUAL ADVISERS, LLC By: Franklin/Templeton Distributors, Inc. Its Managing Member /s/Leslie M. Kratter LESLIE M. KRATTER Secretary STOCKHOLDER NOTICE OF NOMINATIONS FRANKLIN MUTUAL ADVISERS, LLC 51 John F. Kennedy Parkway Short Hills, NJ 07078 BY FIRST CLASS MAIL September 8, 1999 Mr. Gary L. Matter Corporate Secretary Commercial Federal Corporation 2120 South 72nd Street Omaha, Nebraska 68101 Dear Mr. Matter: Cede & Co., the record owner of 4,615,952 shares of common stock of Commercial Federal Corporation (the "Company" or "CFC"), and Franklin Mutual Advisers, LLC ("FMA"), the beneficial owner of 4,663,552 shares of common stock of the Company, in accordance with Section 14 of the Company's By-Laws, hereby formally notify the Company that the Notice of Annual Meeting of Stockholders for the 1999 Annual Meeting should include the election of the nominees set forth in Exhibit A to this letter to fill two of the Board of Directors vacancies scheduled to be filled at the 1999 Annual Meeting. In the event either of our two nominees is unable to serve as a director, we have included information with respect to an alternate nominee. The undersigned's nominees and alternate meet all of the requirements of the federal banking laws applicable to CFC. The undersigned will promptly provide the Company any other information regarding their nominees and alternate as is reasonably requested by the Company. The undersigned reserve the right to revise, add to or supplement the nominations set forth in the exhibits hereto, for consideration in the Notice of Annual Meeting, as well as to submit other business for consideration at the Annual Meeting. Thank you for your attention to this matter. Very truly yours, Franklin Mutual Advisers, LLC By: Name: Title: Cede & Co. By: Exhibit A (i) NAMES AND ADDRESSES OF NOMINEES Name: J. Thomas Burcham Age (date of birth): 57 (October 19, 1941) Principal Occupation : Private Investor/Consultant Business Address : c/o Missouri Bank and Trust Company 1044 Main Street Kansas City, MO 64105 Residence Address : 191 Damifiwill (P.O.Box 1818) Boca Grande, FL 33921 Number of shares beneficially owned: 825,7381 Name: George R. Zoffinger Age (date of birth): 51 (February 24, 1948) Principal Occupation : President & CEO Business Address Constellation Capital Corp. 120 Albany St. Plaza New Brunswick, NJ 08901 Residence Address: 7 Maidstone Ct. Skillman, NJ 08558 Number of shares beneficially owned: 10002 (ii)ALTERNATE NOMINEE IF EITHER OF THE FOREGOING NOMINEES IS UNABLE TO SERVE OR IS OTHERWISE UNAVAILABLE FOR ELECTION Name: Matthew P. Wagner Age (date of birth): 43 (July 13, 1956) Principal Occupation : President & CEO3 Business Address: Western Bancorp Bank Holding Co. Newport Beach, CA Residence Address : 1426 Mockingbird Place Los Angeles, CA 90069 Number of shares beneficially owned: 0 J. Thomas Burcham, the undersigned, does hereby consent to serve as a Director of Commercial Federal Corporation if so elected at the 1999 Annual Meeting. Date: September __, 1999 _________________________________ J. Thomas Burcham George R. Zoffinger, the undersigned, does hereby consent to serve as a Director of Commercial Federal Corporation if so elected at the 1999 Annual Meeting. Date: September __, 1999 _________________________________ George R. Zoffinger Matthew P. Wagner, the undersigned, does hereby consent to serve as a Director of Commercial Federal Corporation if so elected at the 1999 Annual Meeting. Date: September __, 1999 _________________________________ Matthew P. Wagner _______________________________ 1 Includes 106,822 shares in trusts of which J. Thomas Burcham is one of three trustees. Also includes 90,000 shares in Goldman Sachs Greenstreet Exchange Fund LP, 37,594 shares owned by spouse and 6,507 shares owned by adult daughter. 2 All 1000 shares owned by Zoffinger Family LTD Partnership. 3 Scheduled to resign from both positions in October, 1999 upon the sale of Western Bancorp to U.S. Bancorp. -----END PRIVACY-ENHANCED MESSAGE-----