Commercial Federal Corp. has arrived at a truce with its major shareholder.

The Omaha thrift company is hiring a financial adviser to oversee “strategic matters,” quieting the public criticism it has received in recent months from its biggest stakeholder, Franklin Mutual Advisors Inc.

David Fisher, chief financial officer of Commercial Federal, said that hiring a financial adviser is not the precursor to a sale of the company. “That is not what we are looking at,” Mr. Fisher said. “We have employed strategic advisers over the years. I wouldn’t say this is uncommon at all.”

But a sale, or a change of management, was just what Franklin Mutual was pushing for last year after the thrift failed to deliver on its profit targets. The New Jersey fund manager threatened to nominate its own director to Commercial Federal’s board to force changes.

Commercial Federal’s fourth-quarter results — a $47.7 million loss, compared with net income of $28.8 million the year earlier — disappointed Wall Street expectations. It was the ninth consecutive quarter in which Commercial Federal failed to meet analysts’ expectations. The fourth-quarter loss was blamed on a major restructuring of the company’s balance sheet.

Now that the thrift has agreed to hire outside help, Franklin Mutual has decided to drop its fight. The fund manager, which controls an 8.6% stake in Commercial Federal, said it will abandon efforts to nominate a board candidate. In a letter filed with the Securities and Exchange Commission earlier this month, Franklin Mutual said Commercial Federal’s commitment to “hire an appropriate outside financial adviser” was the deciding factor in that decision.

Franklin Mutual holds approximately 4.7 million shares in Commercial Federal. In the filing with the SEC, Franklin Mutual said it had met with Commercial Federal managers about “concerns regarding the company’s overall strategic direction.”

“They are going to hire somebody who is going to assess the situation and make recommendations,” said Ray Gorea, senior vice president and portfolio manager at Franklin Mutual.

Within the next 30 to 60 days, Commercial Federal will decide who to hire, Mr. Fisher said. In the past, it has hired advisers to help restructure balance sheets and oversee business strategies. Mr. Fisher said his company has lately had “a much better working relationship” with Franklin Mutual than in recent years. He said Franklin Mutual did not force the issue of hiring an outside adviser.

The resolution is the latest chapter in Commercial Federal’s struggle to convince investors it can and should stay independent. The company reportedly rejected a $1.3 billion stock and cash offer from a Kansas City banker last August. The Kansas City Star reported that a local banker and a California banker offered $18.50 a share, along with 25% of the common stock in the new company.

In a statement, Commercial Federal chief executive officer William A. Fitzgerald said he was working toward rebuilding the company. “We are pleased with the understanding that we have with Franklin Mutual investors and look forward toward our common goal of maximizing shareholder value,” he said.

“We think we are going in the right way strategically,” Mr. Fisher said.

Leading to the fourth-quarter earnings shortfall, the company deflated its balance sheet by nearly $3 billion. Commercial Federal sold $1.6 billion of mortgages and $1.2 billion of securities. The proceeds were used to buy lower-risk, higher-yielding securities.

The company has made several plans for 2001, including the sale of 37 branches of Commercial Federal Bank. The deal is expected to close in the second or third quarter. Company officials said they hope to sell about four branches apiece to five to 10 companies.

The branches, which have $464 million of deposits, are located in seven states, with a majority in Missouri, Iowa, and Kansas. Commercial Federal expects to lose 50,000 households as a result of the sale.

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