<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
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(Name of Registrant as Specified In Its Charter)
CAI CORPORATION
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(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
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<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
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(2) Form, Schedule or Registration Statement No.:
Schedule 14A
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(3) Filing Party:
Same as above
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(4) Date Filed:
September 14, 1995
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<PAGE>
CAI CORPORATION
12770 Colt Road, Suite 902
Dallas, Texas 75251
214-991-7720
Fax: 214-991-8922
November 10, 1995
Dear Fellow Stockholder:
In a last-ditch attempt to deflect attention from the very real and
important issues in this proxy contest and in its zeal to win, the Board of
Directors of Commercial Federal Corporation has sent you a letter littered
with unwarranted and untrue personal attacks on the integrity of CAI
Corporation and its nominees. These falsehoods, half-truths and slickly
written innuendos are utterly unbecoming of a Board of a publicly- held
financial institution and may be unparalleled in recent proxy contest memory.
REJECT THE CFC BOARD'S NEGATIVE CAMPAIGN
The future of CFC and the value of your investment as a stockholder are
far too important to be overshadowed by these tactics. THE ISSUES REMAIN
CLEAR AND WELL- DEFINED, AND THE REASONS TO REJECT THE CFC BOARD'S "BUSINESS
AS USUAL" APPROACH AND SUPPORT A SALE OR MERGER ARE COMPELLING.
Despite the tone of its recent letter, there is nothing the CFC Board can
do to mask a very fundamental truth: Keefe Bruyette & Woods, Inc., in a
written report prepared for CAI, concluded that:
1. A buyer should be prepared to pay a SIGNIFICANT PREMIUM ABOVE CURRENT
MARKET PRICES for CFC shares, and
2. Likely acquirors of 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.
In connection with the CFC Board's recent letter, you should be aware that:
o THE KEEFE BRUYETTE REPORT IS A DETAILED, WELL-RESEARCHED WRITTEN
ANALYSIS. It was first prepared in August, 1995 at CAI's request. Portions of
the report were updated by Keefe Bruyette on October 18, 1995 -- two weeks after
CAI commenced its solicitation of proxies. IT IS ABSURD FOR THE CFC BOARD TO
TRY TO MINIMIZE KEEFE BRUYETTE'S CONCLUSIONS by referring to the report as
"some analyses . . . performed for CAI prior to the commencement of this
proxy contest."
o CAI CITED THE KEEFE BRUYETTE REPORT IN ITS MOST RECENT LETTER WITH THE
KNOWLEDGE OF KEEFE BRUYETTE. In fact, a senior officer of Keefe Bruyette
reviewed the references to that firm and the description of Keefe Bruyette's
conclusions before CAI's letter was sent to stockholders.
<PAGE>
YOUR CFC SHARES: AN INVESTMENT WORTH PROTECTING
You have a valuable investment in your CFC shares and it is an investment
worth protecting. As stockholders of CFC, ALL OF US SHOULD BE CONCERNED ABOUT
THE FUTURE VALUE OF OUR INVESTMENT. Consider the following:
o CFC common stock recently has been trading in the range of $33 - $35,
but traded as low as $18 7/8 in the last 12 months and in the range of $27 -
$28 as recently as June 30, 1995 - before CAI publicly stated its intention
to actively pursue a sale or merger of CFC.
o The current unprecedented consolidation in the banking industry at
HISTORICALLY HIGH PRICES WILL NOT CONTINUE INDEFINITELY. There are times that
it makes sense to sell and there are times that it does not. As recently as
last February, CAI presented a written report to the CFC Board in which we
stated that it was not then a good time to seek to sell. We also outlined to
the Board the economic conditions that would provide CFC stockholders with
superior returns from a sale or merger. These favorable conditions
materialized during the summer of 1995 and continue to exist today. WE ARE
CONVINCED THAT IT IS NOW THE PROPER TIME FOR CFC TO SEEK A SALE OR MERGER AND
THIS OPPORTUNITY SHOULD NOT BE LOST.
o If CFC stockholders do not send a clear message to the Board to actively
pursue a sale or merger, we expect the Board will continue with its "business
as usual" approach and ALL STOCKHOLDERS WILL HAVE REASON TO BE CONCERNED
ABOUT THE FUTURE VALUE OF THEIR INVESTMENT IN CFC.
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THE NOVEMBER 21, 1995 STOCKHOLDERS' MEETING IS JUST A SHORT TIME AWAY. WE
URGE YOU TO VOTE FOR CAI'S TWO NOMINEES, FOR CAI'S SELL OR MERGE PROPOSAL
(PROPOSAL 2 ON THE BLUE PROXY CARD) AND AGAINST THE CFC BOARD'S RESOLUTION
(PROPOSAL 3 ON THE BLUE PROXY CARD). PLEASE SIGN, DATE AND MAIL THE ENCLOSED
BLUE PROXY CARD TODAY.
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YOU CAN HELP MAXIMIZE THE VALUE OF YOUR SHARES
CAI's interests as a CFC stockholder are perfectly aligned with yours. We
have one goal in mind -- to maximize the value of all of CFC's shares for all
stockholders. We ask you to keep in mind the following:
o CAI is CFC's largest stockholder and has held an interest in CFC since
1989.
o CAI has never sold a share of CFC stock since taking its position in
1989.
o CAI is not seeking to buy CFC nor is it working on behalf of any
potential acquiror.
o CAI has no special reason to desire a sale or merger now which is not
shared by other stockholders.
<PAGE>
The CFC Board repeatedly has tried to question the qualifications and
experience of CAI's two nominees. Our nominees have spent virtually their
entire business careers focused on financial services, banks and thrifts.
They are very familiar with CFC, extremely knowledgeable about the industry
and would be valuable additions to the CFC Board under any circumstance. WHEN
CFC ATTACKS 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.
As this proxy contest has proceeded, we have become increasingly convinced
that the CFC Board is not being responsive to the concerns of stockholders.
THIS MAY BE THE LAST OPPORTUNITY FOR A LONG TIME FOR ALL OF US TO SEND THE
BOARD A CLEAR AND UNAMBIGUOUS MESSAGE:
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.
Once again, 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 continued consideration and support.
On behalf of CAI Corporation,
/s/ ROBIN R. GLACKIN
ROBIN R. GLACKIN
President and Chief
Executive Officer
IMPORTANT
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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)
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