SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 12)
Under the Securities Exchange Act of 1934
COMMERCIAL FEDERAL CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
201647104
(CUSIP Number)
Robin R. Glackin
President
CAI Corporation
12770 Coit Road, Suite 902
Dallas, Texas 75251
(214) 991-7707
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Fred B. White III, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-2144
December 11, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition which
is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid
with this statement: [ ]
CUSIP No. 201647104
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
CAI Corporation
I.R.S. Identification No. 75-2311313
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
1,250,100
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
1,250,100
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,250,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.76%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 201647104
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
STEVEN M. ELLIS
S.S. No. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ ]
Mr. Ellis holds his interest through CAI Corporation
of which he is owner of 1/3 of the outstanding
voting shares.
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,250,100
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,250,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,250,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.76%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 201647104
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
ROBIN R. GLACKIN
S.S. NO. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ ]
Mr. Glackin holds his interest through CAI
Corporation of which he is owner of 1/3 of the
outstanding voting shares.
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,250,100
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,250,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,250,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.76%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 201647104
1. NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON:
BYRON A. LAX
S.S. NO. ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)[ ]
(b)[ ]
Mr. Lax holds his interest through CAI Corporation
of which he is owner of 1/3 of the outstanding
voting shares.
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
1,250,100
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,250,100
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,250,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES:
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.76%
14. TYPE OF REPORTING PERSON
IN
The undersigned hereby amend the Schedule 13D
filing made on February 13, 1992 (the "Schedule 13D")
pursuant to Rule 13d-2(a) of Regulation 13D-G of the
General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), as
amended by Amendment No. 1 thereto dated February 18,
1992 ("Amendment No. 1"), Amendment No. 2 thereto dated
March 23, 1992 ("Amendment No. 2"), Amendment No. 3
thereto dated January 21, 1993 ("Amendment No. 3"),
Amendment No. 4 thereto dated May 4, 1993 ("Amendment No.
4"), Amendment No. 5 thereto dated June 15, 1993
("Amendment No. 5"), Amendment No. 6 thereto dated
October 1, 1993 ("Amendment No. 6"), Amendment No. 7
thereto dated October 6, 1993 ("Amendment No. 7"),
Amendment No. 8 thereto dated July 12, 1995 ("Amendment
No. 8"), Amendment No. 9 thereto dated September 6, 1995
("Amendment No. 9"), Amendment No. 10 thereto dated
September 19, 1995 ("Amendment No. 10") and Amendment No.
11 thereto dated October 6, 1995 ("Amendment No. 11")
(the Schedule 13D, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5, Amendment No. 6, Amendment No. 7,
Amendment No. 8, Amendment No. 9, Amendment No. 10 and
Amendment No. 11, the "Amended Schedule 13D"), with
regard to the Common Stock of Commercial Federal
Corporation ("CFC") by supplementing Item 4 of the
Amended Schedule 13D as set forth below (terms defined in
previous Amendments and not defined herein are used
herein with the same meaning).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby supplemented and amended by
adding thereto the following:
As previously disclosed, in connection with the
Annual Meeting of CFC's stockholders held on November 21,
1995, CAI solicited proxies from the stockholders of CFC
(i) for the election of its two nominees, Robin R.
Glackin and Steven M. Ellis, as directors of CFC, (ii)
for the adoption of a stockholder resolution proposed by
CAI requesting the CFC Board to seek promptly a sale or
merger of CFC by retaining a qualified investment banking
firm for the specific purpose of soliciting offers to
acquire CFC and establishing a committee of independent
directors (including, if elected, the CAI nominees) to
consider and recommend to the full CFC Board for approval
the best available offer to acquire CFC and (iii) against
the adoption of a resolution proposed by the CFC Board.
The CFC Board opposed CAI's solicitation.
The results of the voting at the Annual Meeting
were certified by independent inspectors of election on
December 11, 1995. According to the certified results,
CAI's nominees were duly elected to the CFC Board, and
its stockholder resolution was duly adopted, in each case
by a substantial margin. In addition, CFC's stockholders
rejected by a substantial margin the resolution proposed
by the CFC Board.
Although the foregoing represents the range of
activities presently contemplated by CAI with respect to
CFC and the CFC Common Stock, it should be noted that the
possible activities of CAI are subject to change at any
time. Except as set forth in this Item 4 (including all
material disclosed in the original Schedule 13D, this
amendment and in all previous amendments thereto under
this Item 4) or in the exhibits to the Schedule 13D
(including the original Schedule 13D, this amendment and
all previous amendments thereto), CAI has no plans or
proposals which relate to or which would result in any of
the actions specified in Clauses (a) through (j) of Item
4 of Schedule 13D.
SIGNATURES AND POWER OF ATTORNEY
After reasonable inquiry and to the best of the
undersigneds' knowledge and belief, the undersigned
certify that the information set forth in this statement
is true, complete and correct.
Date: December 12, 1995
STEVEN M. ELLIS *
ROBIN R. GLACKIN *
BYRON A. LAX *
By: /s/ ROBIN R. GLACKIN
* By Robin R. Glackin, attorney-
in-fact, pursuant to power of
attorney filed as part of
Amendment No. 7 to this
statement.
Date: December 12, 1995
CAI CORPORATION
By: /s/ ROBIN R. GLACKIN
Robin R. Glackin
President
