SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COMMERCIAL FEDERAL CORPORATION
...........................................................................
(Name of Registrant as Specified in Its Charter)
FRANKLIN MUTUAL ADVISERS, LLC
...........................................................................
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:_____________
2) Aggregate number of securities to which transaction applies:________________
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):________________________________
4) Proposed maximum aggregate value of the transaction:__________
5) Total fee paid:__________
[ ] Fee paid previously with preliminary material.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:___________________________________________________
2) Form, Schedule or Registration Statement No.:_____________________________
3) Filing Party:_____________________________________________________________
4) Date Filed: ______________________
<PAGE>
FRANKLIN MUTUAL ADVISERS, LLC
51 John F. Kennedy Parkway
Short Hills, NJ 07078
[ ] [ ], 1999
Dear Fellow Stockholder:
Franklin Mutual Advisers, LLC ("Franklin Mutual") is a mutual fund
manager with over $20 billion in invested assets. Our business is investing and
protecting our clients' money. Our investment approach focuses on securities
that our research identifies as having significant unrealized value. Commercial
Federal Corporation ("CFC" or the "Company") common stock is one of those
securities. Funds that Franklin Mutual advises have invested over $18 million in
CFC and currently own approximately 7.9% of the Company's outstanding shares. We
are CFC's largest stockholder.
We are seeking your support to elect two independent nominees to the
CFC Board. If elected, our nominees will have no affiliation with Franklin
Mutual other than the belief that CFC stock trades at levels far below its
potential value in a sale or merger transaction. We are taking the unusual step
of proposing nominees for election to the CFC Board because we believe that the
current directors are unable or unwilling to see that a sale or merger of CFC
would be in the best interests of all of the Company's stockholders.
WE ARE COMMITTED TO MAXIMIZING THE VALUE OF CFC STOCK FOR ALL
STOCKHOLDERS. OUR INTERESTS ARE ALIGNED WITH YOURS. Join us in our effort to
obtain maximum value for your investment. The Company's Annual Meeting is
scheduled to take place on November 16, 1999. At that time, you will have the
opportunity to elect directors who can act on your behalf to keep pressure on
the CFC Board and send them the strongest message.
WE URGE YOU TO VOTE TO PROTECT YOUR INVESTMENT NOW BY SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE PROXY CARD TODAY.
- --------------------------------------------------------------------------------
WE ARE COMMITTED TO THE PROMPT SALE OF CFC TO THE HIGHEST BIDDER.
- --------------------------------------------------------------------------------
IF THE NOMINEES WE SUPPORT ARE ELECTED, THEY WILL STRONGLY ADVOCATE
THE IMMEDIATE SALE OF THE COMPANY TO THE HIGHEST BIDDER.
The CFC Board's record speaks for itself. Less than two years ago,
CFC's common stock hit a high of $39 in April 1998. But within the last year,
CFC has missed earning estimates and CFC's common stock has dropped as low as
$18 3/4 without going higher than $25 1/2. This poor performance goes back as
far as 1996. From January 1996 through July 1999, a period which has been a
continuation of the strongest bull market in history, CFC's common stock, on
average, underachieved a broad index of large thrifts and Midwestern banking
companies by 52.5% and, if dividends are included, by 65%. During the same time
period, CFC's common stock dramatically underperformed the S&P 500 index by
77.1% and, if dividends are included, by 86.6%. The gap between CFC's trading
value and its potential merger value is, in Franklin Mutual's view, one of the
largest in the thrift industry. We do not believe that CFC's stock price will
ever reflect its value as long as CFC remains independent.
KEEP THE PRESSURE ON THE CFC BOARD TO DO THE RIGHT THING. Electing
the nominees we support will help ensure that the CFC Board will pursue an open,
honest process to sell the Company and maximize the value of your investment.
- --------------------------------------------------------------------------------
SEND YOUR BOARD A MESSAGE IT CAN'T IGNORE!
- --------------------------------------------------------------------------------
We believe that the presence on the Board of the nominees we support
will be an important and necessary step towards arranging a transaction that
will maximize the value of your stock. The enclosed proxy statement and
supplement contain important information concerning the Company's Annual
Meeting--please read them carefully.
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD
TODAY.
Thank you for your support.
Sincerely,
/s/ Raymond Garea
---------------------------
Raymond Garea
Senior Vice President
- --------------------------------------------------------------------------------
IMPORTANT
o PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD TODAY IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
o DO NOT SIGN ANY PROXY CARD THAT YOU MAY RECEIVE FROM CFC, EVEN AS A PROTEST
VOTE AGAINST CFC'S BOARD AND MANAGEMENT.
IF YOU HAVE ANY QUESTIONS, OR NEED ASSISTANCE VOTING, PLEASE CONTACT THE FIRM
ASSISTING US IN THE SOLICITATION OF PROXIES:
[INNISFREE COMPANY LOGO]
M&A INCORPORATED
TOLL-FREE: (888) 750-5834
BANKS AND BROKERS, CALL COLLECT: (212) 750-5833
- --------------------------------------------------------------------------------
<PAGE>
PRELIMINARY PROXY STATEMENT; SUBJECT TO COMPLETION
[FRANKLIN MUTUAL LOGO]
1999 ANNUAL MEETING OF STOCKHOLDERS
OF
COMMERCIAL FEDERAL CORPORATION
-----------------------------------
PROXY STATEMENT
OF
FRANKLIN MUTUAL ADVISERS, LLC
-----------------------------------
To the Stockholders of
Commercial Federal Corporation:
This Proxy Statement and the enclosed WHITE proxy card are being
furnished by Franklin Mutual Advisers, LLC ("Franklin Mutual") to holders of
common stock, par value $0.0l per share (the "Common Stock"), of Commercial
Federal Corporation, a Nebraska corporation (the "Company" or "CFC"), in
connection with the solicitation of proxies for use at the Annual Meeting of CFC
Stockholders and at any and all adjournments or postponements thereof (the
"Meeting"). The Meeting is scheduled to be held November 16, 1999 at the time
and place to be announced in the Notice of Annual Meeting of Stockholders that
will be sent to stockholders by the Company. As of September 10, 1999, Franklin
Mutual and its nominees for election as directors were the beneficial owners of
an aggregate of 5,490,290 shares of Common Stock, representing approximately
9.2% of the outstanding shares. According to the Company's Form l0-K for the
fiscal year ended June 30, 1999, as of September 20, 1999, there were 59,362,412
shares of Common Stock outstanding.
THIS SOLICITATION IS BEING MADE BY FRANKLIN MUTUAL ADVISERS, LLC AND
NOT ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
At the Meeting, three persons will be elected directors of the
Company to hold office for a term of three years and until their successors have
been duly elected and qualified. In opposition to the solicitation of proxies by
the Board of Directors of CFC (the "CFC Board"), Franklin Mutual, as a
significant stockholder of the Company, is soliciting proxies to support the
election of two outstanding and independent nominees who, if elected, will act
in the best interest of all of the Company's stockholders. Franklin Mutual is
NOT soliciting proxies to elect its own representatives to the Board. The
nominees are independent persons who share Franklin Mutual's view that the
Company should be sold. Neither nominee is an affiliate of Franklin Mutual and,
if elected, the nominees will not have any allegiance to Franklin Mutual.
This Proxy Statement and the WHITE proxy card are first being mailed
or furnished to stockholders of the Company on or about [ ] [ ], 1999.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED WHITE
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY. PROPERLY VOTING
THE ENCLOSED WHITE PROXY CARD AUTOMATICALLY REVOKES ALL PRIOR PROXY CARDS
PREVIOUSLY SIGNED BY YOU.
DO NOT MAIL ANY PROXY CARD OTHER THAN THE ENCLOSED WHITE CARD IF YOU
WISH TO VOTE FOR FRANKLIN MUTUAL'S NOMINEES.
EVEN IF YOU PREVIOUSLY HAVE VOTED A PROXY CARD FURNISHED TO YOU BY
THE CFC BOARD, YOU HAVE THE LEGAL RIGHT TO CHANGE YOUR VOTE BY SIGNING, DATING
AND RETURNING THE ENCLOSED WHITE PROXY CARD. ONLY YOUR LATEST DATED PROXY WILL
COUNT AT THE MEETING.
HOLDERS OF RECORD OF SHARES OF COMMON STOCK AS OF [ ], 1999, THE
RECORD DATE FOR VOTING AT THE MEETING, ARE URGED TO SUBMIT A WHITE PROXY CARD
EVEN IF YOUR SHARES ARE SOLD AFTER THE RECORD DATE.
IF YOU PURCHASED SHARES OF COMMON STOCK AFTER THE RECORD DATE AND
WISH TO VOTE SUCH SHARES AT THE MEETING, YOU SHOULD OBTAIN A WHITE PROXY CARD
FROM THE SELLER OF SUCH SHARES.
IF YOUR SHARES ARE REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE
AND MAIL THE ENCLOSED WHITE PROXY CARD TO FRANKLIN MUTUAL IN CARE OF INNISFREE
M&A INCORPORATED, THE FIRM ASSISTING FRANKLIN MUTUAL IN THE SOLICITATION OF
PROXIES, IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOUR SHARES ARE HELD IN THE
NAME OF A BROKERAGE FIRM, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A
WHITE PROXY CARD WITH RESPECT TO YOUR SHARES AND ONLY UPON RECEIPT OF SPECIFIC
INSTRUCTIONS FROM YOU. ACCORDINGLY, YOU SHOULD CONTACT THE PERSON RESPONSIBLE
FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A WHITE PROXY CARD TO BE SIGNED
REPRESENTING YOUR SHARES. FRANKLIN MUTUAL URGES YOU TO CONFIRM IN WRITING YOUR
INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND TO PROVIDE A COPY OF
SUCH INSTRUCTIONS TO FRANKLIN MUTUAL IN CARE OF INNISFREE M&A INCORPORATED AT
THE ADDRESS INDICATED BELOW SO THAT FRANKLIN MUTUAL WILL BE AWARE OF ALL
INSTRUCTIONS GIVEN AND CAN ATTEMPT TO ENSURE THAT SUCH INSTRUCTIONS ARE
FOLLOWED.
If you have any questions about executing your proxy or require
assistance, please call:
[Innisfree company logo]
M&A INCORPORATED
501 Madison Avenue, 20th floor
New York, NY 10022
Call toll free: (888) 750-5834
Banks and Brokers, call collect: (212) 750-5883
<PAGE>
FRANKLIN MUTUAL ADVISERS, LLC
The proxies solicited hereby are being sought by Franklin Mutual.
Franklin Mutual is an investment adviser registered with the Securities and
Exchange Commission and an indirect wholly-owned subsidiary of Franklin
Resources, Inc. ("FRI"). Franklin Mutual's principal business is advising its
clients with respect to investments in securities, including those of financial
institutions. Franklin Mutual manages over $20 billion in assets. The shares of
Common Stock beneficially owned by Franklin Mutual are owned by the funds
identified in Appendix I (the "Funds"). Franklin Mutual has all investment and
voting power over the securities owned by the Funds. Franklin Mutual, however,
does not have any financial interest in the shares owned by its advisory
clients.
For additional information regarding Franklin Mutual and the Funds,
see Appendix I annexed to this Proxy Statement.
WHY YOU SHOULD VOTE FOR THE FRANKLIN MUTUAL NOMINEES
Franklin Mutual believes that the election of the Franklin Mutual
nominees represents the best means for the Company's stockholders to maximize
the value of their investment in the Company. Franklin Mutual, as the largest
stockholder of the Company, is determined to return the value of CFC's Common
Stock to where it should be, for the benefit of all of CFC's stockholders. To
that end, Franklin Mutual has nominated two persons for three of the vacancies
scheduled to be filled at the Meeting.
The nominees and the alternate nominee are not affiliated with
Franklin Mutual or any of its affiliates. If elected to the CFC Board, the
nominees will act independently of Franklin Mutual. Franklin Mutual chose to
nominate the nominees and selected the alternate nominee based on their
extensive experience in the banking industry, and in particular with regard to
Mr. Burcham, based on his familiarity with the Company and the banking business
in the Midwest.
If elected, the Franklin Mutual nominees are expected to take all
actions, subject to their fiduciary duties to all of the Company's stockholders,
to maximize stockholder value, through the sale of the Company to the highest
bidder, or any other transaction or series of transactions that, in the
judgement of the Franklin Mutual nominees, will serve to accomplish this goal,
in each case on the most favorable terms available to the Company. There can be
no assurance that stockholder value will be maximized as a result of this
solicitation or the other proposals set forth herein.
THE STOCKHOLDERS OF CFC CAN MOVE TO MAXIMIZE THEIR INVESTMENT IN
CFC, BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN SUPPORT
OF FRANKLIN MUTUAL'S NOMINEES.
The CFC Board's record speaks for itself. Less than two years ago,
CFC's Common Stock hit a high of $39 in April 1998. But within the last year,
CFC has missed earning estimates and CFC's common stock has dropped as low as
$18 3/4 without going higher than $25 1/2. This poor performance goes back as
far as 1996. From January 1996 through July 1999, a period which has been a
continuation of the strongest bull market in history, CFC's Common Stock, on
average, underperformed a broad index of large thrifts and Midwestern banking
companies by 52.5% and, if dividends are included, by 65%. During the same time
period, CFC's Common Stock dramatically underachieved the S&P 500 Index by 77.1%
and, if dividends are included, by 86.6%.
The following table sets forth, for the fiscal quarters of the
Company indicated, the highest closing price per share and lowest closing price
per share on the New York Stock Exchange as reported in published financial
sources:
Quarter Ended High Low
------------- ---- ---
September 30, 1996 $43 $36
December 31, 1996 48 3/8 41 7/8
March 31, 1997 48 1/2 31 1/8
June 30, 1997 37 5/8 32 1/8
September 30, 1997 48 3/16 37 5/8
December 31, 1997 53 11/16 33 1/16
March 31, 1998 36 3/8 30
June 30, 1998 38 3/16 31 1/8
September 30, 1998 32 3/8 22
December 31, 1998 24 7/16 19 5/8
March 31, 1999 23 13/16 21 1/16
June 30, 1999 25 22
September 30, 1999 [ ] [ ]
The following graph compares the performance of the Company's
trading price from January 1, 1996 through July 30, 1999 to (i) the S&P 500
Index and (ii) an index of the Company's peers. The peer group included in the
index consists of Firstar Corp., Greenpoint Financial, Charter One Financial, US
Bancorp, Banc One Corp., Washington Mutual, St. Paul Bancorp, TCF Financial,
Dime Bancorp, Astoria Financial, People's Heritage, Washington Federal and Union
Planters Corp. The Stockholder Return Comparison tracks $100 invested on January
1, 1996 in each of CFB, S&L and Midwest Bank Peers and the S&P 500 Index.
[Graphic Omitted]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Indexed Return Comparison 1/1/96 6/30/96 12/31/96 6/30/97 12/31/97 6/30/98 12/31/98
Commercial Federal $100 $102 $127 $147 $212 $188 $138
S&L and Midwest Bank Peers $100 $103 $135 $172 $210 $211 $187
S&P 500 Index $100 $109 $120 $144 $158 $184 $193
</TABLE>
Less than two years ago, CFC's Common Stock hit a high of $39 in
April 1998. The gap between CFC's trading value and its potential merger value
is, in Franklin Mutual's view, one of the largest in the thrift industry. We do
not believe that CFC's stock price will ever reflect its value as long as CFC
remains independent.
CFC's stockholders have in the past urged the CFC Board to pursue a
sale of the Company. During a 1995 proxy contest conducted by CAI Corporation,
CFC's stockholders passed a non-binding stockholder resolution calling for the
sale of the Company and elected two directors who were committed to selling the
Company. Unfortunately, in the face of a clear stockholder mandate to sell the
Company, the CFC Board resisted a sale and instead adopted a misguided
acquisition strategy which has significantly decreased the value of CFC's Common
Stock and diluted the interests of stockholders.
The time for the CFC Board to correct its mistake and find a buyer
is running short. In our view, the value of CFC stock is likely to decline
further as consolidation continues in the financial institutions industry.
Continued consolidation will result in fewer potential acquirors both because
there will be fewer financial institutions to acquire CFC and the size of CFC
will continue to decline relative to other financial institutions that grow
through acquisition.
Because of the CFC Board's inability or unwillingness to see that a
sale of the Company is in the best interests of the Company's stockholders,
electing pro-sale directors is perhaps the only way such a sale will occur
before it is too late.
Our nominees have considerable experience in starting, managing and
selling banks. If our nominees are elected to the CFC Board, as many as seven of
the nine members of the CFC Board will be management nominees, and Franklin
Mutual will not be in control of the CFC Board. Because CFC's bylaws provide
that action by the CFC Board requires a majority vote of the directors present
at a meeting at which a quorum (a majority of the number of directors fixed by
CFC's By-Laws) is present, the Franklin Mutual nominees ordinarily will not be
able to cause any action to be taken or not taken by the CFC Board unless at
least one (assuming only five directors are present at a meeting of the CFC
Board) and as many as three (assuming all nine directors are present at such a
meeting) other directors agree with the position of the Franklin Mutual
nominees. Nevertheless, the Franklin Mutual nominees may, because of their
qualifications and expertise, be able to inform and persuade other directors
sufficiently enough to cause the CFC Board to take or not take various actions.
If elected and subject to their fiduciary duties under applicable
law, our nominees intend to encourage the CFC Board to cause a sale or merger of
the Company to or with another financial institution on the most favorable terms
available to the Company. However, our nominees will only seek to encourage the
CFC Board to approve such a transaction if they believe that the value of the
transaction is fair to the stockholders of CFC. The Franklin Mutual nominees
would encourage the Board to evaluate potential bids on the basis of among other
things, the value of the consideration offered, the ability of the bidder to
finance the bid, the quality of any non-cash consideration offered (including
the financial condition of any bidder offering non-cash consideration), and the
timing and likelihood of consummation of the proposed transaction in light of
any required financing or regulatory approvals.
Franklin Mutual and the Franklin Mutual nominees believe that the
election of the Franklin Mutual nominees would send a strong message to the CFC
Board that CFC stockholders want to maximize the value of their investment in
the Company through a sale or merger, and would make it more likely that a
successful acquisition of the Company will occur. However, because the Franklin
Mutual nominees, if elected, will fill only two of the nine seats on the CFC
Board, there can be no assurance that the CFC Board will seek to solicit or
consider offers for the sale or merger of CFC even if the Franklin Mutual
nominees are elected.
Neither Franklin Mutual nor any of its nominees or its alternative
nominee works on behalf of or as a representative of any potential acquiror of
the Company. The Funds, however, may own securities of entities that may be
potential acquirors of CFC. Franklin Mutual, its nominees and its alternative
nominee are merely committed to maximizing the value of the investment of all of
the stockholders of CFC. Franklin Mutual intends to communicate with potential
acquirors of CFC and their financial advisors with a view toward encouraging
potential acquirors to submit merger and acquisition proposals to the CFC Board
and the stockholders of CFC.
YOUR VOTE IS IMPORTANT. SIGN, DATE AND MAIL THE ENCLOSED WHITE
PROXY CARD IN THE ENCLOSED ENVELOPE.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
ELECTION OF DIRECTORS
The Company's Articles of Incorporation set the total number of
directors at no less than nine and no more than twelve and provide that the CFC
Board shall be divided into three classes, each having a staggered term of three
years. The Company's Board of Directors currently consists of nine directors. At
the Meeting, three directors will be elected for a term of three years.
The nominees of Franklin Mutual for election by stockholders to the
CFC Board at the Meeting are J. Thomas Burcham and George R. Zoffinger. Each of
these nominees has consented to being named in this proxy statement and to serve
as a director if elected, and it is not contemplated that either of them will be
unavailable for election as a director. If either of the Franklin Mutual
nominees at the time of election is unable to serve or is otherwise unavailable
for election, Franklin Mutual intends to nominate Matthew P. Wagner as a
replacement nominee for election. Should any additional substitute nominees be
required, the persons named on the enclosed WHITE Proxy Card will vote for the
additional or substitute nominees selected by Franklin Mutual. Franklin Mutual
is proposing the election of two nominees in opposition to the nominees proposed
by the CFC Board.
FRANKLIN MUTUAL RECOMMENDS THAT YOU VOTE "FOR" ITS NOMINEES ON
THE ENCLOSED WHITE PROXY CARD.
The information below is provided with respect to Franklin Mutual's
nominees for directors of the Company and its alternative nominee. Each of the
Franklin Mutual nominees and the alternate nominee is a United States citizen.
NAME AND PRINCIPAL OCCUPATION FOR
BUSINESS ADDRESS AGE PAST FIVE YEARS AND DIRECTORSHIPS
---------------- --- ---------------------------------
J. Thomas Burcham........... 57 Chairman and Chief Executive Officer,
191 Damifiwill Missouri Bank and Trust Company, from
Boca Grande, FL 33921 December 1985 to August 1999; Chairman,
First National Bank Shares, Ltd., from
December 1983 to January 1998. Mr. Burcham
is also a paid consultant of CFC, pursuant
to a consulting agreement which will expire
January 30, 2001; Director: MBT
Bancshares, Western National Bank, First
United National Bank Trust Company and
First National Bank Shares, Ltd.
George R. Zoffinger.......... 51 President and Chief Executive Officer,
c/o Constellation Capital Corp. Constellation Capital Corp., since February
120 Albany St. Plaza 1998; President & Chief Executive Officer,
New Brunswick, NJ 08901 Constellation Bank Corp., from December
1991 to December 1995; President & Chief
Executive Officer of Value Property Trust,
October 1995 to February 1998; Director:
New Jersey Resources, Inc., MFN Financial
Corp., Admiralty Bank Corp. and Atlas Steel
Corp.
Alternate Nominee:
------------------
Matthew P. Wagner............ 43 President and Chief Executive Officer of
c/o Western Bancorp Bank Western Bancorp from October 1996 to
Holding Co. present. If called to serve as a CFC
4100 Newport Place, Suite 900 Director, Mr. Wagner plans to resign as
Newport Beach, CA 92660 President and Chief Executive Officer of
Western Bancorp prior to being seated as a
CFC director. He was Executive Vice
President of Trust and Investment
Management, First Bank System, from June
1985 to June 1996.
For additional information regarding the Franklin Mutual nominees
and the alternate nominee, see Appendix I annexed to this Proxy Statement. The
information above and in Appendix I has been furnished to Franklin Mutual by the
Franklin Mutual nominees and the alternate nominee.
Neither of the Franklin Mutual nominees nor the alternate nominee
will receive any compensation from Franklin Mutual or the Funds for services as
a director of the Company or for agreeing to stand for election as a director.
Mr. Burcham and the Company are parties to a consulting agreement
effective as of June 30, 1998 pursuant to which Mr. Burcham has agreed to
assist, advise and consult with CFC on the business, affairs and operations of
CFC, its subsidiaries and affiliates, as CFC may request. For his services, CFC
pays Mr. Burcham an annual fee of $125,000, and reimburses him for his expenses
incurred in performing services as a consultant. The agreement expires June 30,
2001.
Except as disclosed in this Proxy Statement (including the Schedules
and Appendices hereto), none of the Franklin Mutual nominees, the alternate
nominee, Franklin Mutual, the Funds or any of their affiliates or associates has
any substantial interest, direct or indirect, by security holdings or otherwise,
in any matter to be acted upon at the Meeting.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
It is expected that the CFC Board will send to you management's
proxy statement discussing, in addition to the election of directors, any other
matter that may properly come before the Meeting. With the exception of the
election of directors, Franklin Mutual is not aware at the present time of any
other matters which are scheduled to be voted upon by stockholders at the
Meeting. However, if any other matter properly comes before the Meeting, the
persons named as proxies on the enclosed WHITE Proxy Card will, subject to the
provisions of this paragraph, have discretionary authority to vote all shares
covered by such proxies in accordance with their discretion with respect to such
matter. If Franklin Mutual becomes aware a reasonable time in advance of the
Meeting that CFC's management intends to present for a stockholder vote at the
Meeting any matters not included on the enclosed WHITE proxy card, Franklin
Mutual intends to either refrain from voting on any such matter or to revise the
WHITE proxy card in order to include any such additional matter thereon. CFC
also will furnish stockholders with additional proxy materials describing any
such additional matter. If stockholders voted or vote on the original WHITE
proxy card which does not include such additional matters, Franklin Mutual will
exercise its discretionary authority with respect to such additional matter and
will advise stockholders as to how it will use such discretionary authority. If
a stockholder wishes to specify the manner in which his or her shares are to be
voted on any such additional matters, the stockholder will have the opportunity
to vote on the revised WHITE proxy card. Submission of any properly executed
proxy card will revoke all prior proxy cards.
VOTING AND PROXY PROCEDURE
PROXY INFORMATION
The enclosed WHITE Proxy Card may be executed only by holders of
record at the close of business on the record date ("Record Date") designated by
the CFC Board as the date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting. As of the date of this Proxy Statement,
Franklin Mutual believes that the CFC Board has designated [ ] [ ], 1999 as the
Record Date for such purposes.
The shares of Common Stock represented by each WHITE Proxy that is
properly executed and returned to Franklin Mutual will be voted at the Meeting
in accordance with the instructions marked thereon but if no instructions are
marked thereon, the proxy will be voted for the election of the Franklin Mutual
nominees and, in the discretion of the proxies, on whatever other matters as may
properly come before the meeting or any adjournments or postponements thereof.
Subject to the right of Franklin Mutual to allocate votes between its two
nominees in the manner described below (see "QUORUM AND VOTING"), executed but
unmarked WHITE proxies will be voted FOR the election of Franklin Mutual's two
nominees as directors.
If you hold your shares in one or more brokerage firms, banks or
nominees, only they can vote your shares and only upon receipt of your specific
instructions. Accordingly, you should contact the person responsible for your
account and give instructions to vote the WHITE Proxy.
PROXY REVOCATION
Whether or not you plan to attend the Meeting, Franklin Mutual urges
you to vote FOR the Franklin Mutual nominees by signing, dating and returning
the WHITE Proxy Card in the enclosed envelope. You can do this even if you have
already sent a different proxy card solicited by the CFC Board. It is the last
proxy that counts.
Execution of a WHITE Proxy Card does not affect your right to attend
the Meeting and to vote in person. Any stockholder granting a proxy (including a
proxy given to the Company) may revoke it at any time before it is voted by (a)
submitting a new, duly executed proxy bearing a later date, (b) attending and
voting at the Meeting in person, or (c) at any time before a previously executed
proxy is voted, giving written notice of revocation to either Franklin Mutual,
c/o Innisfree M&A Incorporated, or the Company. Merely attending the Meeting
will not revoke any previous proxy which has been duly executed by you. The
WHITE Proxy Card furnished to you by Franklin Mutual, if properly executed and
delivered, will revoke all prior proxies.
IF YOU PREVIOUSLY EXECUTED AND RETURNED A PROXY CARD TO THE COMPANY,
FRANKLIN MUTUAL URGES YOU TO REVOKE IT BY SIGNING, DATING AND MAILING THE WHITE
PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING WITHIN
THE UNITED STATES.
QUORUM AND VOTING
Management's proxy statement is required to provide information
about the number of shares of CFC's stock outstanding and entitled to vote, the
number of record holders thereof and the record date for the Meeting, and
reference is made thereto for such information. Only stockholders of record at
the close of business on the record date are entitled to notice of and to vote
on matters that come before the Meeting.
The presence in person or by proxy of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum at the Meeting. If a quorum is not present or
represented by proxy, the stockholders entitled to vote, present or represented
by proxy, have the power to adjourn the meeting from time to time, without
notice other than an announcement at the meeting, until a quorum is present or
represented. Assuming a quorum is present, under Nebraska law, directors are
elected by a plurality of votes cast by stockholders at the Meeting.
Pursuant to the Bylaws of CFC and Nebraska law, each stockholder
voting for the election of directors is entitled to vote the number of shares
owned by such stockholder for as many persons as there are directors to be
elected or to cumulate votes by multiplying the number of shares held by such
stockholder by the number of directors to be elected. Each stockholder will be
entitled to cast votes for one director or distribute them among any number of
candidates. According to the proxy statement sent by CFC to stockholders in
connection with the November 16, 1998 Annual Meeting of CFC stockholders, votes
not cast at the Meeting because of abstentions or broker non-votes are not
considered in connection with determining the outcome of the election of
directors.
Franklin Mutual has only nominated two persons for election to the
CFC Board. The CFC Board will nominate three persons for the three positions
being filled at the Meeting. Therefore there will likely be five nominees for
three seats on the CFC Board, and the three nominees who receive the greatest
number of votes will be elected. Stockholders who use the WHITE proxy card
furnished by Franklin Mutual will not be able to vote for any of CFC's nominees
and will only be voting to fill two of the three vacancies scheduled to be
filled at the Meeting. Stockholders who use the proxy card furnished by CFC will
not be able to vote for the Franklin Mutual nominees. Stockholders are not
permitted to use both proxy cards and accordingly cannot vote for Franklin
Mutual's nominees on its WHITE proxy card and also vote for a CFC nominee using
CFC's proxy card. Any stockholder who wishes to vote for one or more of Franklin
Mutual's nominees and one or more of the Company's nominees will be required to
vote by ballot at the Meeting. However, the cumulative voting process insures
that no votes are wasted by voting on Franklin Mutual's WHITE proxy card, as
each vote cumulated toward the election of the Franklin Mutual nominees will
increase their chances of being elected.
Franklin Mutual intends to vote all of its shares, and those for
which Franklin Mutual is given proxies, for the election of the Franklin Mutual
nominees. Franklin Mutual intends to cumulate its votes among its two nominees
in such a manner as to obtain the maximum representation possible on the CFC
Board.
Unless otherwise indicated by a stockholder, a vote for the Franklin
Mutual nominees will give Franklin Mutual discretionary authority to cumulate
all votes to which the stockholder is entitled and to allocate them in favor of
any or all of Franklin Mutual's nominees as Franklin Mutual may determine. The
effect of cumulation and voting in accordance with that discretionary authority
may be to offset the effect of a stockholder's having withheld authority to vote
for one of Franklin Mutual's nominees because proxyholders will be able to
allocate votes of stockholders who have not withheld authority to vote in any
manner they determine among such nominees. If a stockholder desires specifically
to allocate votes among Franklin Mutual's nominees, the stockholder should so
specify on the proxy card.
CERTAIN STOCKHOLDERS OF THE COMPANY
The following table sets forth, as of September 10, 1999, the
number and percent of outstanding shares of Common Stock beneficially owned
by Franklin Mutual and each of Messrs. J. Thomas Burcham, George R. Zoffinger
and Matthew P. Wagner:
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------- ------------------ --------------------
Franklin Mutual Advisers, LLC 4,663,552(1) 7.9%(2)
51 John F. Kennedy Parkway
Short Hills, NJ 07078
J. Thomas Burcham 825,738(3) 1.4%(2)
191 Damifiwill (P.O. Box 1818)
Boca Grande, FL 33921
George R. Zoffinger 1,000(4) *
7 Maidstone Ct.
Skillman, NJ 08558
Matthew P. Wagner 0 *
1426 Mockingbird Place
Los Angeles, CA 90069
All above parties as a group 5,490,290 9.2%(2)
- ------------
(1) Such shares are beneficially owned by the Funds, which, pursuant to
advisory contracts, are advised by Franklin Mutual. Such advisory
contracts grant to Franklin Mutual all investment and voting power over
the securities owned by such Advisory clients.
(2) Percentage of shares based upon 59,362,412 shares of Common Stock, which
represents the number of shares outstanding as of September 20, 1999
according to the Company's Form 10-K for the fiscal year ended June 30,
1999.
(3) Includes 106,822 shares in trust 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 Mr. Burcham's spouse and 6,507
shares owned by Mr. Burcham's adult daughter.
(4) All 1000 shares owned by the Zoffinger Family Limited Partnership.
Management's proxy statement is expected to set forth information as
to the number and percentage of outstanding shares beneficially owned by (i)
each person known by CFC to own more than 5% of the outstanding Common Stock,
(ii) each director of CFC, (iii) each of the five most highly paid executive
officers of CFC, and (iv) all executive officers and directors of CFC as a
group, and reference is made thereto for such information.
CFC ANNUAL REPORT AND MANAGEMENT'S PROXY STATEMENT
An annual report to stockholders covering CFC's fiscal year ended
June 30, 1999, including financial statements, is required to be furnished to
stockholders by the Company. Such annual report does not form any part of the
material for the solicitation of proxies by Franklin Mutual.
It is expected that the CFC Board will also solicit proxies for use
at the Meeting and will furnish a proxy statement in connection therewith.
Neither Franklin Mutual nor any of its affiliates is presently an officer or
director, or otherwise engaged in the management, of CFC. Consequently, Franklin
Mutual does not have current information concerning the Common Stock of the
Company, the beneficial ownership of such stock by the principal holders
thereof, other information concerning the Company's management, the procedures
for submitting proposals for consideration at the next Annual Meeting of
Stockholders of the Company and certain other matters regarding the Company and
the Meeting required by the rules of the Securities and Exchange Commission to
be included in a proxy statement. Accordingly, reference is made to management's
proxy statement for such information.
Franklin Mutual does not make any representation as to the accuracy
or completeness of the information contained in the Annual Report and
Management's Proxy Statement.
PROXY SOLICITATION; EXPENSES
The Funds, in proportion to their ownership of CFC Common Stock,
will bear the entire expense of preparing, assembling, printing and mailing this
Proxy Statement and the WHITE Proxy Card and the cost of soliciting proxies.
The total cost of this proxy solicitation (including fees of
attorneys, accountants, public relations advisers, solicitors and advertising
and printing expenses) is estimated to be approximately $500,000. To the extent
legally permissible, Franklin Mutual will seek reimbursement from the Company
for the costs of this solicitation. Franklin Mutual does not currently intend to
submit approval of such reimbursement to a vote of stockholders of the Company
at a subsequent meeting unless required by law.
In addition to this initial solicitation by mail, proxy
solicitations may be made by Franklin Mutual and Messrs. Burcham and Zoffinger,
without additional compensation, except for reimbursement of reasonable
out-of-pocket expenses. Solicitations may be made by telephone, facsimile, hand
delivery messenger, and personal solicitors. Franklin Mutual will pay to banks,
brokers and other fiduciaries their reasonable charges and expenses incurred in
forwarding proxy materials to their principals and in obtaining authorization
for execution of proxies.
Franklin Mutual has retained Innisfree M&A Incorporated
("Innisfree") to assist in the solicitation of proxies. Franklin Mutual will pay
Innisfree a minimum fee of $50,000 and a maximum fee of $100,000 if Franklin
Mutual's nominees are elected to the Board and Franklin Mutual is successful in
obtaining reimbursement of its expenses from the Company. Franklin Mutual has
also agreed to reimburse Innisfree for its reasonable out-of-pocket expenses.
Innisfree will solicit proxies from individuals, brokers, banks, nominees and
other institutional holders. Approximately 40 persons will be utilized by
Innisfree in its solicitation efforts, which may be made by telephone, telegram
or in person.
ADDITIONAL INFORMATION
Franklin Mutual has filed with the Securities and Exchange
Commission (the "SEC") a Statement on Schedule 13D, which contains information
in addition to that furnished herein. This Schedule 13D and any amendments
thereto may be inspected at, and copies may be obtained from, the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C., 20549.
FRANKLIN MUTUAL ADVISERS, LLC
[ ] [ ], 1999
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CALL:
[Innisfree company logo]
M&A INCORPORATED
501 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10022
CALL TOLL FREE: (888) 750-5834
BANKS AND BROKERS, CALL (212) 750-5833 (COLLECT)
<PAGE>
APPENDIX I
CERTAIN INFORMATION REGARDING
FRANKLIN MUTUAL, THE FRANKLIN MUTUAL NOMINEES AND THE FUNDS
FRANKLIN MUTUAL ADVISERS, LLC
Franklin Mutual's business address is 51 John F. Kennedy Parkway,
Short Hills, NJ 07078.
Franklin Mutual's principal business is an investment adviser
registered with the Securities and Exchange Commission.
The shares of Common Stock beneficially owned by Franklin Mutual are
those of the Funds identified in Appendix I. Schedule A sets forth all purchases
and sales by the Funds of CFC Common Stock during the past two years.
J. THOMAS BURCHAM
The following sets forth all purchases and sales during the past two
years of CFC Common Stock deemed to be beneficially owned by Mr. Burcham. All
transactions were effected in open market transactions.
06/17/98 5,000 shares Sale
07/01/98 5,000 shares Sale
07/24/98 10,000 shares Sale
07/28/98 5,000 shares Sale
07/29/98 5,000 shares Sale
08/11/98 10,000 shares Sale
10/12/98 6,000 shares Sale
10/13/98 2,000 shares Sale
06/08/99 3,000 shares Sale
06/14/99 2,000 shares Sale
GEORGE R. ZOFFINGER
The following sets forth all purchases and sales during the past two
years of CFC Common Stock deemed to be beneficially owned by Mr. Zoffinger. All
transactions were effected in open market transactions.
1,000 shares Purchase
MATTHEW P. WAGNER
Mr. Wagner has not beneficially owned any CFC Common Stock in the
past two years.
MUTUAL BEACON FUND,
a series of FRANKLIN MUTUAL SERIES INC.
The business address of Mutual Beacon Fund is c/o Franklin Mutual
Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, NJ 07078.
Mutual Beacon Fund is an investment company registered with the
Securities and Exchange Commission.
Schedule A sets forth all purchases and sales by Mutual Beacon Fund
of CFC Common Stock during the past two years. All transactions were effected in
open market transactions.
MUTUAL FINANCIAL SERVICES FUND,
a series of FRANKLIN MUTUAL SERIES FUND INC.
The business address of Mutual Financial Services Fund is c/o
Franklin Mutual Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, NJ
07078.
Mutual Financial Services Fund is an investment company registered
with the Securities and Exchange Commission.
Schedule A sets forth all purchases and sales by Mutual Financial
Services Fund of CFC Common Stock during the past two years. All transactions
were effected in open market transactions.
MUTUAL QUALIFIED FUND,
a series of FRANKLIN MUTUAL SERIES FUND INC.
The business address of Mutual Qualified Fund is c/o Franklin Mutual
Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, NJ 07078.
Mutual Qualified Fund is an investment company registered with the
Securities and Exchange Commission.
Schedule A sets forth all purchases and sales by Mutual Qualified
Fund of CFC Common Stock during the past two years. All transactions were
effected in open market transactions.
FRANKLIN MUTUAL BEACON FUND
a sub-fund of TEMPLETON GLOBAL STRATEGY FUNDS
The business address of Franklin Mutual Beacon Fund is c/o
Franklin Mutual Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, NJ
07078.
Franklin Mutual Beacon Fund is an investment company.
Schedule A sets forth all purchases and sales by Franklin Mutual
Beacon Fund of CFC Common Stock during the past two years. All transactions were
effected in open market transactions.
FRANKLIN MUTUAL BEACON FUND
a member of FRANKLIN TEMPLETON WORLDWIDE FUNDS
The business address is of Franklin Mutual Beacon Fund is c/o
Franklin Mutual Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, NJ
07078.
Franklin Mutual Beacon Fund is an investment company.
Schedule A sets forth all purchases and sales by Franklin Mutual
Beacon Fund of CFC Common Stock during the past two years. All transactions were
effected in open market transactions.
MUTUAL BEACON FUND (Canada)
The business address of Mutual Beacon Fund is c/o Franklin Mutual
Advisers, LLC, 51 John F. Kennedy Parkway, Short Hills, NJ 07078.
Mutual Beacon Fund is an investment company registered with various
securities and exchange commissions of the country of Canada.
Schedule A sets forth all purchases and sales by Mutual Beacon Fund
(Canada) of CFC Common Stock during the past two years. All transactions were
effected in open market transactions.
* * *
Except as set forth in this Proxy Statement (including the Schedules
and Appendices hereto), none of Franklin Mutual, the Franklin Mutual nominees,
the Franklin Mutual alternate nominee, the Funds nor any of their respective
affiliates or associates, directly or indirectly:
o beneficially owns any shares of Common Stock of the Company or
any securities of any parent or subsidiary of the Company;
o has had any relationship with the Company in any capacity other
than as a stockholder (except for Mr. Burcham who has been a paid
consultant to CFC since January 30, 1998);
o has been a party to any transaction, or series of similar
transactions, since July 1, 1998, nor is any currently proposed
transaction known to any of them, or series of similar
transactions, to which the Company or any of its subsidiaries was
or is to be a party, in which the amount involved exceeds $60,000
and in which any of them or their respective affiliates or
associates had, or will have, a direct or indirect material
interest;
o has entered into any agreement or understanding with any person
respecting any future employment by the Company or its affiliates
or any future transactions to which the Company or any of its
affiliates will or may be a party;
o has a contract, arrangement or understanding within the past year
with any person with respect to the Company's securities;
o has any agreement, arrangement or understanding with any person
with respect to an future employment with CFC or any of its
affiliates or with respect to any future transactions to which
CFC or any of its affiliates may be a party, except for the
agreements by Franklin Mutual's nominees to serve as directors of
the Company if elected, and Mr. Burcham's agreement to serve as a
paid consultant to CFC through January 30, 2001; or
o is a party adverse to CFC or any of its subsidiaries or has a
material interest adverse to CFC or any of its subsidiaries in
any material legal proceeding.
<PAGE>
SCHEDULE A
<TABLE>
<S> <C> <C> <C>
DATE OF
TRANSACTION NUMBER OF
NAME OF FRANKLIN MUTUAL ADVISORY CLIENT (MO/DAY/YEAR) SHARES PURCHASE OR SALE
------------ ------ ----------------
Franklin Mutual Beacon Fund (TGS) 06/22/1998 3,000 PURCHASE
Franklin Mutual Beacon Fund (TGS) 06/23/1998 3,000 PURCHASE
Franklin Mutual Beacon Fund (TGS) 06/24/1998 2,000 PURCHASE
Franklin Mutual Beacon Fund (TGS) 06/24/1998 4,000 PURCHASE
Franklin Mutual Beacon Fund (TGS) 07/14/1998 1,000 PURCHASE
Franklin Mutual Beacon Fund (TGS) 07/22/1998 500 PURCHASE
Franklin Mutual Beacon Fund (TGS) 07/22/1998 500 PURCHASE
Franklin Mutual Beacon Fund (TGS) 11/19/1998 3,600 PURCHASE
Franklin Mutual Beacon Fund (TGS) 11/19/1998 1,000 PURCHASE
Franklin Mutual Beacon Fund (TGS) 11/20/1998 1,100 PURCHASE
Franklin Mutual Beacon Fund (TGS) 12/03/1998 300 PURCHASE
Franklin Mutual Beacon Fund (TGS) 03/01/1999 5,900 PURCHASE
Franklin Mutual Beacon Fund (TGS) 03/01/1999 20,300 PURCHASE
TOTAL 46,200
Franklin Mutual Beacon Fund (TWF) 01/27/1999 190 PURCHASE
Franklin Mutual Beacon Fund (TWF) 01/29/1999 32 PURCHASE
Franklin Mutual Beacon Fund (TWF) 02/01/1999 1,072 PURCHASE
Franklin Mutual Beacon Fund (TWF) 02/12/1999 200 PURCHASE
Franklin Mutual Beacon Fund (TWF) 02/24/1999 100 PURCHASE
Franklin Mutual Beacon Fund (TWF) 04/20/1999 -194 SELL
TOTAL 1,400 PURCHASE
Mutual Beacon Fund 06/15/1998 15,000 PURCHASE
Mutual Beacon Fund 06/15/1998 11,000 PURCHASE
Mutual Beacon Fund 06/18/1998 35,000 PURCHASE
Mutual Beacon Fund 06/23/1998 18,000 PURCHASE
Mutual Beacon Fund 06/24/1998 10,500 PURCHASE
Mutual Beacon Fund 06/24/1998 18,300 PURCHASE
Mutual Beacon Fund 07/09/1998 33,600 PURCHASE
Mutual Beacon Fund 07/13/1998 30,000 PURCHASE
Mutual Beacon Fund 07/14/1998 18,000 PURCHASE
Mutual Beacon Fund 07/16/1998 20,100 PURCHASE
Mutual Beacon Fund 07/17/1998 10,000 PURCHASE
Mutual Beacon Fund 07/20/1998 40,000 PURCHASE
Mutual Beacon Fund 07/21/1998 24,000 PURCHASE
Mutual Beacon Fund 07/22/1998 16,000 PURCHASE
Mutual Beacon Fund 07/22/1998 4,600 PURCHASE
Mutual Beacon Fund 07/28/1998 26,500 PURCHASE
Mutual Beacon Fund 07/29/1998 47,700 PURCHASE
Mutual Beacon Fund 07/30/1998 53,000 PURCHASE
Mutual Beacon Fund 07/31/1998 300 PURCHASE
Mutual Beacon Fund 07/31/1998 79,500 PURCHASE
Mutual Beacon Fund 08/04/1998 33,500 PURCHASE
Mutual Beacon Fund 08/05/1998 6,200 PURCHASE
Mutual Beacon Fund 08/06/1998 2,000 PURCHASE
Mutual Beacon Fund 08/13/1998 196,940 EXCHANGE OF 1ST COLORADO SHARES
Mutual Beacon Fund 11/13/1998 19,500 PURCHASE
Mutual Beacon Fund 11/16/1998 80,000 PURCHASE
Mutual Beacon Fund 11/17/1998 9,600 PURCHASE
Mutual Beacon Fund 11/19/1998 47,000 PURCHASE
Mutual Beacon Fund 11/19/1998 38,200 PURCHASE
Mutual Beacon Fund 11/20/1998 51,700 PURCHASE
Mutual Beacon Fund 11/25/1998 34,100 PURCHASE
Mutual Beacon Fund 12/03/1998 22,000 PURCHASE
Mutual Beacon Fund 12/04/1998 43,100 PURCHASE
Mutual Beacon Fund 12/07/1998 22,600 PURCHASE
Mutual Beacon Fund 12/10/1998 6,200 PURCHASE
Mutual Beacon Fund 12/11/1998 7,800 PURCHASE
Mutual Beacon Fund 12/14/1998 24,400 PURCHASE
Mutual Beacon Fund 12/15/1998 9,800 PURCHASE
Mutual Beacon Fund 12/17/1998 9,800 PURCHASE
Mutual Beacon Fund 12/30/1998 6,800 PURCHASE
Mutual Beacon Fund 12/31/1998 27,300 PURCHASE
Mutual Beacon Fund 01/04/1999 2,000 PURCHASE
Mutual Beacon Fund 01/05/1999 31,300 PURCHASE
Mutual Beacon Fund 01/05/1999 12,600 PURCHASE
Mutual Beacon Fund 01/06/1999 1,000 PURCHASE
Mutual Beacon Fund 01/06/1999 134,900 PURCHASE
Mutual Beacon Fund 01/08/1999 6,400 PURCHASE
Mutual Beacon Fund 01/11/1999 5,000 PURCHASE
Mutual Beacon Fund 01/11/1999 12,500 PURCHASE
Mutual Beacon Fund 01/12/1999 30,400 PURCHASE
Mutual Beacon Fund 01/14/1999 12,700 PURCHASE
Mutual Beacon Fund 01/14/1999 12,500 PURCHASE
Mutual Beacon Fund 01/15/1999 12,700 PURCHASE
Mutual Beacon Fund 01/15/1999 5,000 PURCHASE
Mutual Beacon Fund 01/19/1999 4,700 PURCHASE
Mutual Beacon Fund 01/20/1999 16,500 PURCHASE
Mutual Beacon Fund 01/21/1999 25,200 PURCHASE
Mutual Beacon Fund 01/25/1999 22,700 PURCHASE
Mutual Beacon Fund 01/26/1999 18,600 PURCHASE
Mutual Beacon Fund 01/27/1999 36,200 PURCHASE
Mutual Beacon Fund 01/28/1999 20,000 PURCHASE
Mutual Beacon Fund 01/29/1999 18,700 PURCHASE
Mutual Beacon Fund 02/01/1999 25,100 PURCHASE
Mutual Beacon Fund 02/01/1999 3,200 PURCHASE
Mutual Beacon Fund 02/01/1999 16,100 PURCHASE
Mutual Beacon Fund 02/02/1999 3,100 PURCHASE
Mutual Beacon Fund 02/10/1999 19,902 PURCHASE
Mutual Beacon Fund 02/10/1999 19,800 PURCHASE
Mutual Beacon Fund 02/10/1999 10,700 PURCHASE
Mutual Beacon Fund 02/11/1999 24,700 PURCHASE
Mutual Beacon Fund 02/12/1999 26,400 PURCHASE
Mutual Beacon Fund 02/16/1999 14,400 PURCHASE
Mutual Beacon Fund 02/17/1999 14,300 PURCHASE
Mutual Beacon Fund 02/18/1999 34,100 PURCHASE
Mutual Beacon Fund 02/19/1999 18,400 PURCHASE
Mutual Beacon Fund 02/22/1999 12,800 PURCHASE
Mutual Beacon Fund 02/23/1999 24,300 PURCHASE
Mutual Beacon Fund 02/24/1999 20,200 PURCHASE
Mutual Beacon Fund 02/25/1999 36,100 PURCHASE
Mutual Beacon Fund 02/26/1999 1,500 PURCHASE
Mutual Beacon Fund 03/01/1999 33,700 PURCHASE
Mutual Beacon Fund 03/02/1999 600 PURCHASE
Mutual Beacon Fund 03/03/1999 3,700 PURCHASE
Mutual Beacon Fund 03/04/1999 14,700 PURCHASE
Mutual Beacon Fund 03/05/1999 19,300 PURCHASE
Mutual Beacon Fund 03/08/1999 48,000 PURCHASE
Mutual Beacon Fund 03/22/1999 10,200 PURCHASE
Mutual Beacon Fund 03/23/1999 31,500 PURCHASE
Mutual Beacon Fund 03/24/1999 18,000 PURCHASE
Mutual Beacon Fund 04/07/1999 5,300 PURCHASE
TOTAL 2,161,342
Mutual Beacon Fund (Canada) 06/22/1998 4,000 PURCHASE
Mutual Beacon Fund (Canada) 06/23/1998 4,000 PURCHASE
Mutual Beacon Fund (Canada) 06/24/1998 2,000 PURCHASE
Mutual Beacon Fund (Canada) 06/24/1998 6,000 PURCHASE
Mutual Beacon Fund (Canada) 07/14/1998 1,000 PURCHASE
Mutual Beacon Fund (Canada) 07/22/1998 500 PURCHASE
Mutual Beacon Fund (Canada) 07/22/1998 500 PURCHASE
Mutual Beacon Fund (Canada) 11/13/1998 500 PURCHASE
Mutual Beacon Fund (Canada) 11/16/1998 3,000 PURCHASE
Mutual Beacon Fund (Canada) 11/17/1998 400 PURCHASE
Mutual Beacon Fund (Canada) 11/19/1998 2,000 PURCHASE
Mutual Beacon Fund (Canada) 11/19/1998 800 PURCHASE
Mutual Beacon Fund (Canada) 11/20/1998 2,200 PURCHASE
Mutual Beacon Fund (Canada) 11/25/1998 700 PURCHASE
Mutual Beacon Fund (Canada) 12/03/1998 500 PURCHASE
Mutual Beacon Fund (Canada) 12/04/1998 900 PURCHASE
Mutual Beacon Fund (Canada) 12/07/1998 400 PURCHASE
Mutual Beacon Fund (Canada) 12/14/1998 500 PURCHASE
Mutual Beacon Fund (Canada) 12/15/1998 200 PURCHASE
Mutual Beacon Fund (Canada) 12/17/1998 200 PURCHASE
Mutual Beacon Fund (Canada) 12/30/1998 100 PURCHASE
Mutual Beacon Fund (Canada) 12/31/1998 700 PURCHASE
Mutual Beacon Fund (Canada) 01/05/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 01/05/1999 700 PURCHASE
Mutual Beacon Fund (Canada) 01/06/1999 2,800 PURCHASE
Mutual Beacon Fund (Canada) 01/08/1999 200 PURCHASE
Mutual Beacon Fund (Canada) 01/11/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 01/11/1999 100 PURCHASE
Mutual Beacon Fund (Canada) 01/12/1999 500 PURCHASE
Mutual Beacon Fund (Canada) 01/14/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 01/14/1999 200 PURCHASE
Mutual Beacon Fund (Canada) 01/15/1999 100 PURCHASE
Mutual Beacon Fund (Canada) 01/15/1999 200 PURCHASE
Mutual Beacon Fund (Canada) 01/19/1999 100 PURCHASE
Mutual Beacon Fund (Canada) 01/20/1999 400 PURCHASE
Mutual Beacon Fund (Canada) 01/21/1999 500 PURCHASE
Mutual Beacon Fund (Canada) 01/25/1999 500 PURCHASE
Mutual Beacon Fund (Canada) 01/26/1999 400 PURCHASE
Mutual Beacon Fund (Canada) 01/27/1999 1,100 PURCHASE
Mutual Beacon Fund (Canada) 01/28/1999 600 PURCHASE
Mutual Beacon Fund (Canada) 01/29/1999 500 PURCHASE
Mutual Beacon Fund (Canada) 02/01/1999 600 PURCHASE
Mutual Beacon Fund (Canada) 02/01/1999 100 PURCHASE
Mutual Beacon Fund (Canada) 02/01/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 02/02/1999 100 PURCHASE
Mutual Beacon Fund (Canada) 02/10/1999 500 PURCHASE
Mutual Beacon Fund (Canada) 02/10/1999 600 PURCHASE
Mutual Beacon Fund (Canada) 02/10/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 02/11/1999 700 PURCHASE
Mutual Beacon Fund (Canada) 02/12/1999 600 PURCHASE
Mutual Beacon Fund (Canada) 02/16/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 02/17/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 02/18/1999 800 PURCHASE
Mutual Beacon Fund (Canada) 02/19/1999 400 PURCHASE
Mutual Beacon Fund (Canada) 02/22/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 02/23/1999 500 PURCHASE
Mutual Beacon Fund (Canada) 02/24/1999 400 PURCHASE
Mutual Beacon Fund (Canada) 02/25/1999 800 PURCHASE
Mutual Beacon Fund (Canada) 03/01/1999 700 PURCHASE
Mutual Beacon Fund (Canada) 03/03/1999 100 PURCHASE
Mutual Beacon Fund (Canada) 03/04/1999 300 PURCHASE
Mutual Beacon Fund (Canada) 03/05/1999 400 PURCHASE
Mutual Beacon Fund (Canada) 03/08/1999 1,000 PURCHASE
Mutual Beacon Fund (Canada) 03/22/1999 200 PURCHASE
Mutual Beacon Fund (Canada) 03/23/1999 700 PURCHASE
Mutual Beacon Fund (Canada) 03/24/1999 400 PURCHASE
Mutual Beacon Fund (Canada) 04/07/1999 100 PURCHASE
TOTAL 52,400
Mutual Financial Services Fund 01/12/1998 26,000 PURCHASE
Mutual Financial Services Fund 02/12/1998 57,400 PURCHASE
Mutual Financial Services Fund 02/13/1998 30,000 PURCHASE
Mutual Financial Services Fund 02/17/1998 2,300 PURCHASE
Mutual Financial Services Fund 02/17/1998 34,300 PURCHASE
Mutual Financial Services Fund 02/18/1998 20,000 PURCHASE
Mutual Financial Services Fund 02/18/1998 11,100 PURCHASE
Mutual Financial Services Fund 02/18/1998 10,000 PURCHASE
Mutual Financial Services Fund 03/05/1998 6,300 PURCHASE
Mutual Financial Services Fund 05/26/1998 20,000 PURCHASE
Mutual Financial Services Fund 05/27/1998 10,000 PURCHASE
Mutual Financial Services Fund 05/28/1998 5,000 PURCHASE
Mutual Financial Services Fund 07/08/1998 20,000 PURCHASE
Mutual Financial Services Fund 07/22/1998 4,500 PURCHASE
Mutual Financial Services Fund 07/22/1998 20,500 PURCHASE
Mutual Financial Services Fund 07/23/1998 5,000 PURCHASE
Mutual Financial Services Fund 07/24/1998 8,700 PURCHASE
Mutual Financial Services Fund 07/27/1998 20,000 PURCHASE
Mutual Financial Services Fund 08/13/1998 205,802 EXCHANGE OF 1ST COLORADO SHARES
Mutual Financial Services Fund 09/17/1998 -55,000 PURCHASE
Mutual Financial Services Fund 09/18/1998 -39,900 SELL
Mutual Financial Services Fund 09/21/1998 -22,100 SELL
Mutual Financial Services Fund 09/23/1998 -20,000 SELL
Mutual Financial Services Fund 09/24/1998 -10,000 SELL
Mutual Financial Services Fund 11/19/1998 3,000 SELL
Mutual Financial Services Fund 12/30/1998 500 PURCHASE
Mutual Financial Services Fund 12/31/1998 2,200 PURCHASE
Mutual Financial Services Fund 01/04/1999 200 PURCHASE
Mutual Financial Services Fund 01/05/1999 2,500 PURCHASE
Mutual Financial Services Fund 01/05/1999 1,000 PURCHASE
Mutual Financial Services Fund 01/06/1999 100 PURCHASE
Mutual Financial Services Fund 01/06/1999 10,600 PURCHASE
Mutual Financial Services Fund 01/08/1999 500 PURCHASE
Mutual Financial Services Fund 01/11/1999 1,000 PURCHASE
Mutual Financial Services Fund 01/11/1999 400 PURCHASE
Mutual Financial Services Fund 01/12/1999 2,400 PURCHASE
Mutual Financial Services Fund 01/14/1999 1,000 PURCHASE
Mutual Financial Services Fund 01/14/1999 1,000 PURCHASE
Mutual Financial Services Fund 01/15/1999 1,000 PURCHASE
Mutual Financial Services Fund 01/15/1999 400 PURCHASE
Mutual Financial Services Fund 01/19/1999 400 PURCHASE
Mutual Financial Services Fund 01/20/1999 1,300 PURCHASE
Mutual Financial Services Fund 01/21/1999 2,000 PURCHASE
Mutual Financial Services Fund 01/25/1999 1,800 PURCHASE
Mutual Financial Services Fund 01/26/1999 1,600 PURCHASE
Mutual Financial Services Fund 01/27/1999 2,700 PURCHASE
Mutual Financial Services Fund 01/28/1999 1,600 PURCHASE
Mutual Financial Services Fund 01/29/1999 1,500 PURCHASE
Mutual Financial Services Fund 02/01/1999 2,000 PURCHASE
Mutual Financial Services Fund 02/01/1999 1,300 PURCHASE
Mutual Financial Services Fund 02/01/1999 300 PURCHASE
Mutual Financial Services Fund 02/02/1999 200 PURCHASE
Mutual Financial Services Fund 02/10/1999 10,000 PURCHASE
Mutual Financial Services Fund 02/10/1999 10,598 PURCHASE
Mutual Financial Services Fund 02/10/1999 5,000 PURCHASE
Mutual Financial Services Fund 02/11/1999 15,000 PURCHASE
Mutual Financial Services Fund 02/12/1999 2,100 PURCHASE
Mutual Financial Services Fund 02/16/1999 1,100 PURCHASE
Mutual Financial Services Fund 02/17/1999 1,200 PURCHASE
Mutual Financial Services Fund 02/18/1999 14,600 PURCHASE
Mutual Financial Services Fund 02/19/1999 1,100 PURCHASE
Mutual Financial Services Fund 02/22/1999 800 PURCHASE
Mutual Financial Services Fund 02/23/1999 1,400 PURCHASE
Mutual Financial Services Fund 02/24/1999 1,200 PURCHASE
Mutual Financial Services Fund 02/25/1999 2,100 PURCHASE
Mutual Financial Services Fund 02/26/1999 100 PURCHASE
Mutual Financial Services Fund 03/01/1999 2,000 PURCHASE
TOTAL 482,700
Mutual Qualified Fund 07/01/1996 81,000 PURCHASE
Mutual Qualified Fund 07/02/1996 22,800 PURCHASE
Mutual Qualified Fund 12/19/1996 -103,800 PURCHASE
Mutual Qualified Fund 02/17/1998 48,700 PURCHASE
Mutual Qualified Fund 05/18/1998 2,500 PURCHASE
Mutual Qualified Fund 05/22/1998 5,500 PURCHASE
Mutual Qualified Fund 05/22/1998 3,000 PURCHASE
Mutual Qualified Fund 05/22/1998 3,300 PURCHASE
Mutual Qualified Fund 05/26/1998 5,000 PURCHASE
Mutual Qualified Fund 05/26/1998 55,000 PURCHASE
Mutual Qualified Fund 05/27/1998 20,000 PURCHASE
Mutual Qualified Fund 05/28/1998 16,300 PURCHASE
Mutual Qualified Fund 05/29/1998 3,500 PURCHASE
Mutual Qualified Fund 05/29/1998 6,000 PURCHASE
Mutual Qualified Fund 06/01/1998 2,500 PURCHASE
Mutual Qualified Fund 06/02/1998 17,500 PURCHASE
Mutual Qualified Fund 06/03/1998 30,400 PURCHASE
Mutual Qualified Fund 06/03/1998 18,000 PURCHASE
Mutual Qualified Fund 06/04/1998 10,000 PURCHASE
Mutual Qualified Fund 06/05/1998 13,000 PURCHASE
Mutual Qualified Fund 06/05/1998 40,000 PURCHASE
Mutual Qualified Fund 06/11/1998 100,000 PURCHASE
Mutual Qualified Fund 06/12/1998 11,700 PURCHASE
Mutual Qualified Fund 07/23/1998 5,000 PURCHASE
Mutual Qualified Fund 07/24/1998 8,600 PURCHASE
Mutual Qualified Fund 07/27/1998 40,000 PURCHASE
Mutual Qualified Fund 07/28/1998 23,500 PURCHASE
Mutual Qualified Fund 07/29/1998 42,300 PURCHASE
Mutual Qualified Fund 07/30/1998 47,000 PURCHASE
Mutual Qualified Fund 07/31/1998 70,500 PURCHASE
Mutual Qualified Fund 08/04/1998 29,800 PURCHASE
Mutual Qualified Fund 08/05/1998 5,600 PURCHASE
Mutual Qualified Fund 08/06/1998 1,900 PURCHASE
Mutual Qualified Fund 08/13/1998 295,410 EXCHANGE OF 1ST COLORADO SHARES
Mutual Qualified Fund 08/28/1998 23,800 PURCHASE
Mutual Qualified Fund 08/31/1998 11,200 PURCHASE
Mutual Qualified Fund 09/01/1998 10,000 PURCHASE
Mutual Qualified Fund 11/19/1998 30,400 PURCHASE
Mutual Qualified Fund 12/30/1998 6,000 PURCHASE
Mutual Qualified Fund 12/31/1998 24,300 PURCHASE
Mutual Qualified Fund 01/04/1999 1,800 PURCHASE
Mutual Qualified Fund 01/05/1999 27,800 PURCHASE
Mutual Qualified Fund 01/05/1999 11,100 PURCHASE
Mutual Qualified Fund 01/06/1999 800 PURCHASE
Mutual Qualified Fund 01/06/1999 119,200 PURCHASE
Mutual Qualified Fund 01/08/1999 5,700 PURCHASE
Mutual Qualified Fund 01/11/1999 11,200 PURCHASE
Mutual Qualified Fund 01/11/1999 4,500 PURCHASE
Mutual Qualified Fund 01/12/1999 26,700 PURCHASE
Mutual Qualified Fund 01/14/1999 11,100 PURCHASE
Mutual Qualified Fund 01/14/1999 11,200 PURCHASE
Mutual Qualified Fund 01/15/1999 11,100 PURCHASE
Mutual Qualified Fund 01/15/1999 4,500 PURCHASE
Mutual Qualified Fund 01/19/1999 4,200 PURCHASE
Mutual Qualified Fund 01/20/1999 14,700 PURCHASE
Mutual Qualified Fund 01/21/1999 22,300 PURCHASE
Mutual Qualified Fund 01/25/1999 20,000 PURCHASE
Mutual Qualified Fund 01/26/1999 16,400 PURCHASE
Mutual Qualified Fund 01/27/1999 32,200 PURCHASE
Mutual Qualified Fund 01/28/1999 17,800 PURCHASE
Mutual Qualified Fund 01/29/1999 16,800 PURCHASE
Mutual Qualified Fund 02/01/1999 14,200 PURCHASE
Mutual Qualified Fund 02/01/1999 22,300 PURCHASE
Mutual Qualified Fund 02/01/1999 2,800 PURCHASE
Mutual Qualified Fund 02/02/1999 2,800 PURCHASE
Mutual Qualified Fund 02/10/1999 9,000 PURCHASE
Mutual Qualified Fund 02/10/1999 20,000 PURCHASE
Mutual Qualified Fund 02/10/1999 19,000 PURCHASE
Mutual Qualified Fund 02/11/1999 20,000 PURCHASE
Mutual Qualified Fund 02/12/1999 23,400 PURCHASE
Mutual Qualified Fund 02/16/1999 12,800 PURCHASE
Mutual Qualified Fund 02/17/1999 12,600 PURCHASE
Mutual Qualified Fund 02/18/1999 22,300 PURCHASE
Mutual Qualified Fund 02/19/1999 15,900 PURCHASE
Mutual Qualified Fund 02/22/1999 11,100 PURCHASE
Mutual Qualified Fund 02/23/1999 20,900 PURCHASE
Mutual Qualified Fund 02/24/1999 17,300 PURCHASE
Mutual Qualified Fund 02/25/1999 31,000 PURCHASE
Mutual Qualified Fund 02/26/1999 1,200 PURCHASE
Mutual Qualified Fund 03/01/1999 29,000 PURCHASE
Mutual Qualified Fund 03/02/1999 500 PURCHASE
Mutual Qualified Fund 03/03/1999 3,200 PURCHASE
Mutual Qualified Fund 03/04/1999 13,000 PURCHASE
Mutual Qualified Fund 03/05/1999 17,000 PURCHASE
Mutual Qualified Fund 03/08/1999 42,500 PURCHASE
Mutual Qualified Fund 03/22/1999 9,000 PURCHASE
Mutual Qualified Fund 03/23/1999 27,800 PURCHASE
Mutual Qualified Fund 03/24/1999 16,000 PURCHASE
Mutual Qualified Fund 04/07/1999 4,600 PURCHASE
TOTAL 1,919,510
4,663,552
</TABLE>
<PAGE>
[FORM OF PROXY CARD]
PROXY CARD
THIS PROXY IS SOLICITED BY FRANKLIN MUTUAL ADVISERS, LLC ("FRANKLIN
MUTUAL") IN OPPOSITION TO THE BOARD OF DIRECTORS OF COMMERCIAL
FEDERAL CORPORATION
The undersigned hereby appoints Raymond Garea, Robert Friedman
and Peter A. Langerman, and each of them, the proxy or proxies of
the undersigned, with full power of substitution, to vote all shares
of Common Stock, par value $0.01 per share, of Commercial Federal
Corporation (the "Company") which the undersigned would be entitled
to vote if personally present at the Annual Meeting of the
Stockholders of the Company to be held on November 16, 1999 (the
"Meeting"), and at any and all adjournments or postponements
thereof. The undersigned hereby revokes any previous proxies with
respect to the matters covered by this proxy.
1. Election of Directors (check one box only)
[ ] FOR both nominees [ ] WITHHOLD AUTHORITY
Listed below: to vote for both nominees
listed below:
J. Thomas Burcham George R. Zoffinger
(To withhold authority to vote for any individual nominee, check the
"FOR" box above and then write that nominee's name on the line
provided below.)
--------------------------
2. The proxies are hereby authorized to vote in their discretion
upon all other matters which may properly come before the
Meeting or any adjournments or postponements thereof.
<PAGE>
[REVERSE] THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS
INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
NAMED IN ITEM 1 ON THE REVERSE SIDE OF THIS PROXY, AND, IN THE
DISCRETION OF THE PROXIES, ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS
THEREOF. There is cumulative voting in the election of directors
and, unless otherwise indicated by the stockholder, a vote for
the nominees listed in Item 1 on the reverse side of this proxy,
will give the proxies discretionary authority to cumulate all
votes to which the undersigned is entitled and to allocate such
votes in favor of one or both of such nominees, as the proxies
may determine.
FRANKLIN MUTUAL RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES
NAMED IN ITEM 1 ON THE REVERSE SIDE OF THIS PROXY. TO VOTE IN
ACCORDANCE WITH FRANKLIN MUTUAL'S RECOMMENDATION, JUST SIGN THIS
PROXY; NO BOXES NEED TO BE CHECKED.
The undersigned hereby acknowledges receipt of the Proxy
Statement of Franklin Mutual Advisers, LLC dated [ ] [ ], 1999.
DATED:_____________________________, 1999
Signature:_______________________________
Signature, if held jointly:
_________________________________________
Title or Authority:
_________________________________________
Joint owners should each sign personally.
If signing as attorney, executor,
administrator, trustee or guardian,
please include your full title. If a
corporation, please sign in corporate
name by authorized officer. If a
partnership, please sign in partnership
name by authorized person. This proxy
votes all shares held in all capacities.
