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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): November 29, 2004
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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)
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)
[ ] 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))
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COMMERCIAL FEDERAL CORPORATION
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FORM 8-K
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
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On November 29, 2004, Commercial Federal Corporation (the
"Corporation") and Commercial Federal Bank, a Federal Savings Bank (the "Bank")
entered into a three year employment agreement with Frederick R. Kulikowski. The
agreement, the terms and conditions of which are set forth in both the agreement
and a Summary Offer of Employment, provides for the following:
o Mr. Kulikowski will be employed as President and Chief Operating
Officer of the Corporation and the Bank;
o Mr. Kulikowski will receive an annual salary as determined by
the Compensation Committee of the Board of Directors of the
Corporation, but in no event less than $500,000 per year;
o the Corporation and the Bank will appoint Mr. Kulikowski to
their respective Boards of Directors;
o Mr. Kulikowski will receive a $650,000 cash sign-on bonus upon
initiation of employment (subject to proration in the event
that Mr. Kulikowski leaves the Corporation voluntarily during
the first 24 months of employment);
o Mr. Kulikowski will receive a restricted stock award of 40,000
shares of Corporation common stock as of the start date with
three equal vestings beginning on the first anniversary of the
award date;
o Mr. Kulikowski will be awarded 250,000 immediately vested stock
options on his start date; and
o in the event of Mr. Kulikowski's termination of employment, Mr.
Kulikowski will be subject to a two-year noncompetition
agreement.
In addition, the contract is terminable by the Corporation and the Bank
without cause wherein Mr. Kulikowski would be entitled to receive all
compensation and benefits through the effective date of termination, plus a
severance payment, subject to the terms of a change in control agreement to be
entered into among the Corporation, the Bank and Mr. Kulikowski, equal to Mr.
Kulikowski's base salary for any unexpired portion of the three-year term of the
agreement. The agreement provides, among other things, for Mr. Kulikowski's
participation in an equitable manner in all benefits available to executive
officers of the Corporation and the Bank, including:
o short-term and long-term incentive compensation and deferred
compensation;
o health, disability, life insurance, retirement and vacation
benefits; and
o any benefits available under perquisite programs.
Pursuant to the agreement, the Corporation and the Bank also agreed to
enter into a change in control agreement with Mr. Kulikowski. The change in
control agreement is expected to be approved by the Board of Directors prior to
the end of 2004.
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Item 5.02 Departure of Directors or Principal Officers; Election of
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Directors; Appointment of Principal Officers
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(c) On November 29, 2004, Frederick R. Kulikowski was appointed as
President and Chief Operating Officer of the Corporation and the
Bank. The terms of Mr. Kulikowski's employment with the
Corporation and the Bank are set forth in the employment agreement
discussed in Item 1.01 in this Current Report on Form 8-K and are
incorporated herein by reference. In addition, Mr. Kulikowski is
expected to be appointed as a director of both the Corporation and
the Bank prior to the end of 2004.
Mr. Kulikowski, 46, served as senior vice president in charge of
Business Banking at M&T Bank Corporation, headquartered in
Buffalo, New York, from 2002. From 1998 to 2002 he served as
senior vice president for M&T Bank's Consumer Banking operations.
With more than $52 billion in assets, M&T Bank is one of the 20
largest bank holding companies in the United States. Prior to
joining M&T in 1998, Mr. Kulikowski was president and chief
executive officer of Citibank (New York State), a $6 billion
commercial and retail bank subsidiary of Citicorp. Mr. Kulikowski
earned a Bachelor of Science degree from the Wharton School at the
University of Pennsylvania and an M.B.A. from Simon School at the
University of Rochester.
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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 hereunto duly authorized.
COMMERCIAL FEDERAL CORPORATION
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(Registrant)
Date: December 3, 2004 /s/ David S. Fisher
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David S. Fisher
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer)