<PAGE>
DEFINITIVE PROXY MATERIAL
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:
[ ] Preliminary Proxy Statement
[ ] Definitve Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMERCIAL FEDERAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
CAI CORPORATION
------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(1)(2) or
Item 22(a)(2) of Schedule 14A.
[X] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
<TABLE>
<CAPTION>
TITLE OF EACH
CLASS OF PROPOSED
SECURITIES AGGREGATE NUMBER MAXIMUM
TO WHICH OF SECURITIES TO PRICE AGGREGATE AMOUNT
TRANSACTION WHICH TRANSACTION PER VALUE OF OF FILING
APPLIES APPLIES SHARE TRANSACTION FEE
- ------------- ----------------- ----- ----------- ----------
<S> <C> <C> <C> <C>
</TABLE>
[X] 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:
$500 Fee Paid on September 14, 1995
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
Schedule 14A
- -------------------------------------------------------------------------------
(3) Filing Party:
Same as above
- -------------------------------------------------------------------------------
(4) Date Filed:
September 14, 1995
- -------------------------------------------------------------------------------
<PAGE>
[CAI CORPORATION LOGO AND LETTERHEAD]
12770 COIT ROAD, SUITE 902
DALLAS, TEXAS 75251
214-991-7720
FAX: 214-991-8922
October 31, 1995
Dear Fellow Stockholder:
The vote at the November 21, 1995 Commercial Federal Corporation annual
meeting is now only three weeks away. This vote presents an opportunity for
CFC stockholders to join together and let the CFC Board of Directors know
exactly what we want them to do. Our message should be clear and unambiguous:
o Maximize value by actively seeking a sale or merger of CFC at a price
which benefits all stockholders.
o The Board's "business as usual" approach is just NOT acceptable any
longer.
A SALE OR MERGER OF CFC:
THE REASONS ARE COMPELLING
We see many compelling reasons for CFC to actively pursue a combination
with a larger financial institution through a sale or a merger. Eight of our
reasons are set forth below:
1. Keefe Bruyette & Woods, Inc., a nationally known investment banking
firm specializing in financial institutions, has analyzed for CAI the
premiums in the 14 thrift acquisitions with values over $200 million
announced since March 1994. While there can be no assurance that CFC
could be sold at any particular price, the Keefe Bruyette analysis
indicates that a buyer should be prepared to pay a SIGNIFICANT
PREMIUM ABOVE CURRENT MARKET PRICES for CFC shares.
2. Keefe Bruyette also has advised CAI that likely acquirors for CFC
could consummate a stock-for-stock acquisition of CFC at a
significant premium without suffering any earnings dilution as long
as cost-savings were within the range of those which reasonably could
be expected.
3. Well-run banks are far more diversified than well-run thrifts and
provide greater return on equity and assets with less risk. Stephen
Trafton, the Chief Executive Officer of Glendale Federal Bank,
recently was quoted as stating that the average thrift is "simply not
a viable investment vehicle."(1)
- ---------------
(1) Article by Jeffrey Marshall, US Banker, August, 1995. CAI has neither
sought nor obtained permission from the author of the article or Mr.
Trafton for the use of such material. In this article, Mr. Trafton
was referring to the thrift industry generally and not to CFC.
<PAGE>
4. The current unprecedented consolidation in the banking industry at
HISTORICALLY HIGH PRICES WILL NOT CONTINUE indefinitely and may come
to an end fairly soon.
5. Banks currently are seeking to increase their earnings and revenues
through acquisitions of traditional retail networks at significant
premiums. The values of these networks are expected to decline in the
future. CFC has a traditional retail network.
6. THRIFTS WILL HAVE GREAT DIFFICULTY IN COMPETING successfully with
banks unless they enter new business lines. This requires substantial
upfront costs and can be a risky proposition.
7. CFC has recovered from its substantial losses and severe financial
setbacks of the late 1980's and is now a profitable institution with
a clean balance sheet that is poised to be sold.
8. CAI and Keefe Bruyette do not agree with CFC Chief Executive William
Fitzgerald's recent claim that CFC can, in part through acquiring
additional thrifts, sustain annual earnings growth of 15%. However,
the same industry competition for growth that could enable CFC to be
sold at a significant premium would require CFC to pay high prices in
any acquisitions which will substantially increase earnings per
share. We believe annual earnings growth of 5-8% is far more likely.
We believe it is an affront to common sense for the CFC Board to
repeatedly assert that the value of your investment may somehow be diminished
if the Board, in a rational and business-like manner, actively pursues a
combination with a larger financial institution. This is just the type of
argument we would expect from a Board and management that are intent on
putting off a sale or merger for as long as possible.
CAI BELIEVES THAT THERE IS SIGNIFICANT VALUE IN CFC THAT COULD BE REALIZED
AT THE PRESENT TIME THROUGH A SALE OR MERGER. BUT WE ARE NOT INTERESTED IN A
SALE AT ANY PRICE AND WE WILL SUPPORT A SALE ONLY IF IT YIELDS SIGNIFICANT
VALUE TO ALL CFC STOCKHOLDERS.
WHAT PRICE LOYALTY?
CFC's Board of Directors, in its own proxy statement, asks for your
"continued loyalty." It strikes us that they have it backwards and that it is
the stockholders of CFC who should insist on loyalty from the Board.
WE BELIEVE THAT A SALE OR MERGER OF CFC WOULD MAXIMIZE THE VALUE OF YOUR
SHARES AND PROVIDE YOU WITH A PREMIUM TO MARKET VALUE ON YOUR INVESTMENT. If
loyalty to the Board means passing up the opportunity for a sale or merger of
CFC at a premium price, and sitting idly by while the Board pursues its
"ongoing evaluation of strategic alternatives," we think that's a stiff price
to pay for loyalty.
<PAGE>
CAI Corporation, CFC's largest stockholder with 8.75% of CFC's outstanding
stock, is soliciting proxies FOR the election of its two nominees to the CFC
Board (Proposal 1 on the Blue proxy card), FOR CAI's Sell or Merge resolution
(Proposal 2 on the BLUE proxy card) and AGAINST the CFC Board's resolution
(Proposal 3 on the BLUE proxy card).
CAI is a private company formed in 1989 and its principal business relates
to investments in securities of financial institutions, including CFC. We are
long-term investors and we first took a substantial position in CFC in 1989.
Our three principals have extensive experience over a period of many years in
the bank and thrift industry and two of them are standing for election to the
CFC Board. WHEN CFC TRIES TO ATTACK THE QUALIFICATIONS AND EXPERIENCE OF
CAI'S NOMINEES, WE WOULD ASK ONLY THAT YOU COMPARE THEIR BACKGROUNDS WITH
THOSE OF THE TWO PERSONS STANDING FOR ELECTION THIS YEAR ALONG WITH MR.
FITZGERALD AS THE CFC BOARD'S NOMINEES.
Detailed information concerning the backgrounds and experience of CAI's
nominees was included in CAI's proxy statement dated October 4, 1995.
Additional information is contained on the last page of this letter.
WE URGE YOU TO JOIN WITH US IN SEEKING A SALE OR MERGER OF CFC NOW. PLEASE
SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY.
We thank you for your consideration and support.
On behalf of CAI Corporation,
/s/ ROBIN R. GLACKIN
ROBIN R. GLACKIN
President and Chief
Executive Officer
IMPORTANT
- -------------------------------------------------------------------------------
1. Be sure to VOTE ONLY ON THE BLUE PROXY CARD. We urge you not to sign the
White proxy card which is sent to you by CFC, even as a protest against the
CFC Board.
2. If any of your shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for your account and direct
him or her to vote on the BLUE proxy card "FOR" CAI's nominees, "FOR" CAI's
Sell or Merge Resolution and "AGAINST" the CFC Board's business as usual
resolution.
If you have questions or need assistance in voting your shares,
please contact:
GEORGESON & COMPANY INC.
(CALL TOLL-FREE (800) 223-2064)
- -------------------------------------------------------------------------------
<PAGE>
BACKGROUND AND EXPERIENCE OF
THE CAI NOMINEES
ROBIN GLACKIN, age 50, is President and Chief Executive Officer and
one-third owner of CAI Corporation. After receiving his MBA from Columbia
University, he joined Citibank in New York in 1975 where, within four years,
he was responsible for all of the operations and marketing for fifty
commercial bank branches. In 1981, he became President and Chief Operating
Officer of a large troubled Texas thrift subsidiary of a New York Stock
Exchange listed company. The thrift soon returned to profitability and became
known to its competitors as a technological and marketing leader. In 1986, he
left the thrift to open a consulting practice with his wife, a marketing
executive, to advise businesses on improving their operations and
profitability. His clients included companies in the financial services,
communications and real estate industries. In 1987, he became Chief
Administrative Officer for a national real estate development firm with $13
billion in assets, while his wife continued the consulting practice. He also
co-founded Mortgage Innovations and published a monthly mortgage trade
magazine, The Servicing Transfer Update. Mr. Glackin is a director of a
community national bank which is unaffiliated with CFC.
STEVEN ELLIS, age 37, is Senior Vice President and Treasurer and one-third
owner of CAI Corporation. After he received his degree in business and
accounting from Abilene Christian University in 1980, he joined the
international accounting firm of Arthur Andersen & Co. where, as a certified
public accountant, his duties included supervising annual audits and due
diligence reviews of banks and thrifts and teaching other CPAs bank auditing
courses. He then joined Ferguson and Company, a nationally known financial
services consulting firm, in 1985, where he supervised the senior consulting
staff responsible for all business planning, regulatory consulting and merger
and acquisition projects. In 1989, Mr. Ellis was a founding partner of Lax,
Boston & Ellis, an investment banking firm which advised banks and thrifts in
capital planning, balance sheet restructuring and a number of other areas. He
also co-founded Mortgage Innovations, where he directed a consulting practice
advising banks, thrifts and mortgage banking companies in the mortgage
acquisition and servicing business and provided expert witness testimony on
mortgage related matters. Mr. Ellis is currently a director of a community
national bank which is unaffiliated with CFC.
