================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 2002
COMMISSION FILE NUMBER: 1-11515
-------------------------------
COMMERCIAL FEDERAL CORPORATION
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
NEBRASKA 47-0658852
--------------------------------------------- -------------------
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
13220 CALIFORNIA STREET, OMAHA, NEBRASKA 68154
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (402) 554-9200
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
SHAREHOLDER RIGHTS PLAN NEW YORK STOCK EXCHANGE
7.95% SUBORDINATED NOTES DUE DECEMBER 2006 NEW YORK STOCK EXCHANGE
------------------------------------------ ------------------------
Title of Each Class Name of Each Exchange on
Which Registered
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer as defined
in Rule 12b-2 of the Securities Exchange Act of 1934. Yes |X| No | |
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the average high and low sales price of the registrant's
common stock as quoted on the New York Stock Exchange on June 28, 2002, the last
business day of the registrant's most recently completed second fiscal quarter,
was $1,255,891,676. As of March 14, 2003, there were issued and outstanding
43,744,050 shares of the registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2003 Annual Meeting of Stockholders--See
Part III.
================================================================================
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information concerning beneficial owners of more than 5.0% of the
Corporation's common stock and security ownership of the Corporation's
management is included under the section captioned "Principal Stockholders" and
"Proposal I -- Election of Directors" in the Proxy Statement and is incorporated
herein by reference.
The following table sets forth certain information with respect to the
Corporation's equity compensation plans.
(a) (b) (c)
Number of securities remaining
Number of securities to be available for future issuance
issued upon exercise of Weighted-average exercise under equity compensation
outstanding options, price of outstanding plans (excluding securities
Plan category warrants and rights options, warrants and rights reflected in column (a))
------------- ------------------- ---------------------------- ------------------------
Equity compensation plans
approved by security holders 3,597,106 $22.75 2,480,000
Equity compensation plans not
approved by security holders -- -- --
------------- -----------
Total 3,597,106 $22.75 2,480,000
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
April 7, 2003 By:/s/ William A. Fitzgerald
----------------------------------
William A. Fitzgerald
Chairman of the Board and
Chief Executive Officer
CERTIFICATIONS
I, William A. Fitzgerald, Chairman of the Board and Chief Executive Officer,
certify that:
1. I have reviewed this annual report on Form 10-K of Commercial Federal
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the periods covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the a registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely a affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 7, 2003
/s/ William A. Fitzgerald
-------------------------------------------------
William A. Fitzgerald
Chairman of the Board and Chief Executive Officer
CERTIFICATIONS
I, David S. Fisher, Executive Vice President and Chief Financial Officer,
certify that:
1. I have reviewed this annual report on Form 10-K of Commercial Federal
Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the periods covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the a registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely a affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 7, 2003
/s/ David S. Fisher
----------------------------------------------------
David S. Fisher
Executive Vice President and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit
Number Identity of Exhibits
------- --------------------
3.1 Articles of Incorporation of Registrant, as amended and restated
(incorporated by reference to the Registrant's Current Report on Form
8-K dated July 3, 1998)
3.2 Bylaws of Registrant, as Amended and Restated (incorporated by
reference to the Registrant's Current Report on Form 8-K dated May 7,
2001)
4.1 Form of Certificate of Common Stock of Registrant (incorporated by
reference to the Registrant's Form S-1 Registration Statement No.
33-00330)
4.2 Shareholder Rights Agreement between Commercial Federal Corporation
and Harris Trust and Savings Bank, as amended (incorporated by
reference to the Registrant's Form 10-Q Quarterly Report for the
Quarterly Period Ended September 30, 1998)
4.3 The Corporation hereby agrees to furnish upon request to the
Securities and Exchange Commission a copy of each instrument defining
the rights of holders of the Subordinated Extendible Notes of the
Corporation.
10.1 Employment Agreement with William A. Fitzgerald dated June 8, 1995
(incorporated by reference to the Registrant's Form S-4 Registration
Statement No. 33-60589)
10.2 Change of Control Executive Severance Agreement with William A.
Fitzgerald dated June 8, 1995 (incorporated by reference to the
Registrant's Form S-4 Registration Statement No. 33-60589)
10.3 Form of Change in Control Executive Severance Agreements entered into
with Executive Vice Presidents, Senior Vice Presidents and First Vice
Presidents (incorporated by reference to the Registrant's Form S-4
Registration Statement No. 33-60589)
10.4 Commercial Federal Bank Amended and Restated Deferred Compensation
Plan for Highly Compensated Employees (previously filed)
10.5 Commercial Federal Corporation Deferred Compensation Plan Effective
July 1, 1994 (incorporated by reference to the Registrant's Form 10-K
Annual Report for the Fiscal Year Ended June 30, 1994--File No.
0-13082)
10.6 Employment Agreement with William A. Fitzgerald, dated May 15, 1974,
as Amended February 14, 1996 (incorporated by reference to the
Registrant's Form 10-K Annual Report for the Fiscal Year Ended June
30, 1996--File No. 1-11515)
10.7 Commercial Federal Savings and Loan Association Survivor Income Plan,
as Amended February 14, 1996 (incorporated by reference to the
Registrant's Form 10-K Annual Report for the Fiscal Year Ended June
30, 1996--File No. 1-11515)
10.8 Commercial Federal Corporation 1996 Stock Option and Incentive Plan as
Amended (incorporated by reference to the Registrant's Form S-8
Registration Statement Nos. 333-20739 and 333-58607)
10.9 Railroad Financial Corporation 1994 Stock Option and Incentive Plan
(incorporated by reference to the Registrant's Form S-8 Registration
Statement No. 33-63629)
10.10 Mid Continent Bancshares, Inc. 1994 Stock Option Plan (incorporated
by reference to the Registrant's Post-Effective Amendment No. 1 to
Form S-4 under cover of Form S-8--File No. 333-42817)
10.11 Perpetual Midwest Financial, Inc. 1993 Stock Option and Incentive
Plan (incorporated by reference to the Registrant's Post-Effective
Amendment No. 1 to Form S-4 under cover of Form S-8--File No.
333-45613)
10.12 First Colorado Bancorp, Inc. 1996 Stock Option Plan (incorporated by
reference to the Registrant's Post-Effective Amendment No. 1 to Form
S-4 under cover of Form S-8--File No. 333-49967)
10.13 Commercial Federal 401(k) Plan for Acquired Companies (incorporated
by reference to the Registrant's Form S-8 Registration Statement No.
333-91065)
10.14 Change of Control Executive Severance Agreement with David S. Fisher
dated June 23, 2000 (incorporated by reference to the Registrant's
Form 10-K Annual Report for the Fiscal Year Ended June 30, 2000--File
No. 1-11515)
10.15 Separation, Waiver and Release Agreement with James A. Laphen dated
June 8, 2000 (incorporated by reference to the Registrant's Form 10-K
Annual Report for the Fiscal Year Ended June 30, 2000--File No.
1-11515)
10.16 Retirement, Waiver and Release Agreement with Gary D. White dated
August 24, 2000 (incorporated by reference to the Registrant's Form
10-K Annual Report for the Fiscal Year Ended June 30, 2000--File No.
1-11515)
10.17 Change of Control Executive Severance Agreement with Robert J.
Hutchinson dated June 1, 2001 (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the Quarterly Period
Ended June 30, 2001--File No. 1-11515)
10.18 Offer of Employment Agreement with Robert J. Hutchinson dated April
18, 2001 (incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the Quarterly Period Ended June 30, 2001--File
No. 1-11515)
10.19 Separation, Waiver and Release Agreement with Peter J. Purcell dated
February 5, 2002 (incorporated by reference to the Registrant's Form
10-K Annual Report for the Year Ended December 31, 2001--File No.
1-11515)
10.20 Commercial Federal Corporation 2002 Stock Option and Incentive Plan
(incorporated by reference to the Registrant's Form S-8 Registration
Statement No. 333-91476)
10.21 Commercial Federal Bank Stock Option & Restricted Stock Deferral Plan
(previously filed)
10.22 Term and Revolving Credit Agreement between Commercial Federal
Corporation and First National Bank of Omaha dated December 30, 2002
(previously filed)
21 Subsidiaries of the Corporation (previously filed)
23 Consent of Independent Auditors (previously filed)
99.1 Chief Executive Officer's Certificate Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith)
99.2 Chief Financial Officer's Certificate Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 (filed herewith)