<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT
PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CAI CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
N/A
(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(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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.
(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 transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify that 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:
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CAI CORPORATION
12770 Colt Road, Suite 902 o Dallas, Texas 75251
214-991-7720 o Fax: 214-991-8922
TO: PARTICIPANTS IN THE COMMERCIAL FEDERAL PAYROLL STOCK
PURCHASE PLAN
CAI Corporation, the largest stockholder of Commercial Federal Corporation
("Commercial Federal"), is soliciting proxies in favor of the election of two
persons nominated by CAI to serve on Commercial Federal's nine-member Board
of Directors. CAI also is soliciting proxies in favor of a stockholder
resolution presented by CAI and in opposition to a resolution presented by
Commercial Federal's Board of Directors.
Under the terms of the Commercial Federal Payroll Stock Purchase Plan (the
"Plan"), you have the right to direct the Plan administrator in writing as to
the manner in which you wish to vote the shares of common stock of Commercial
Federal allocated to your Plan account(s) at Commercial Federal's 1995 Annual
Meeting of Stockholders. Under the terms of the Plan and subject to the Plan
administrator's responsibilities under applicable law, the Plan administrator
will vote your allocated shares in accordance with your instructions and will
not vote your allocated shares if you do not provide instructions. Therefore,
we encourage you to exercise your right to direct the voting of your
allocated shares at the meeting.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your
account(s) by completing, signing and returning the enclosed BLUE
confidential voting instruction card. Proxy cards supplied with proxy
materials are not appropriate for the purpose of instructing the Plan
administrator in connection with the voting of shares allocated to your Plan
account(s).
CONFIDENTIALITY OF VOTING INSTRUCTIONS. Your instructions to the Plan
administrator will be completely confidential. Commercial Federal has engaged
an independent firm, Corporate Election Services, Inc. of Pittsburgh, PA, to
serve as the confidential vote processing agent for the Plan. Voting
instruction cards are to be sent (using the postage-paid envelopes provided
therewith) to Corporate Election Services, Inc. and should not be sent to CAI
Corporation or its proxy solicitor, Georgeson & Company Inc.
Corporate Election Services, Inc. will count your votes and report the
aggregate totals of all voting instructions to the Plan administrator.
Corporate Election Services, Inc. has agreed to maintain your voting
instructions in strict confidence. In no event will your voting instructions
be reported to Commercial Federal.
DELIVERY OF PROXY MATERIALS. A copy of the proxy statement of CAI
Corporation and copies of two letters CAI has mailed to Commercial Federal's
stockholders are enclosed for your review. As noted in the proxy statement,
the 1995 Annual Meeting is scheduled for November 21, 1995, at 10:00 a.m., in
Omaha, Nebraska.
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Enclosed is a BLUE confidential voting instruction card which you should
use if you wish to direct the Plan administrator to vote shares allocated to
your account(s) in connection with the election of the persons nominated by
CAI to Commercial Federal's Board of Directors and if you wish to direct the
Plan administrator to vote shares allocated to your account(s) in connection
with CAI's resolution and the resolution proposed by Commercial Federal's
Board of Directors. Information concerning CAI Corporation's proxy
solicitation, its two nominees and the two resolutions referred to above are
described in the enclosed proxy statement furnished by CAI. PLEASE NOTE THAT
TO DIRECT THE PLAN ADMINISTRATOR TO VOTE WITH RESPECT TO ANY OF THE
FOREGOING, YOU MUST SPECIFICALLY MARK YOUR INSTRUCTIONS ON THE CONFIDENTIAL
VOTING INSTRUCTION CARD. ITEMS LEFT BLANK WILL NOT BE CONSIDERED INSTRUCTIONS
TO THE PLAN ADMINISTRATOR.
Voting instructions for your allocated shares under the Plan must be
received by 5:00 p.m. Eastern time on November 16, 1995 on the voting
instruction cards provided for that purpose. AGAIN, ALL VOTING INSTRUCTION
CARDS SHOULD BE FORWARDED TO CORPORATE ELECTION SERVICES, INC. AND SHOULD NOT
BE MAILED TO CAI CORPORATION OR ITS PROXY SOLICITOR, GEORGESON & COMPANY INC.
In order to make an informed judgment concerning how to instruct the Plan
administrator to vote your allocated shares, YOU SHOULD READ ALL PROXY
MATERIALS CAREFULLY AND THOROUGHLY. The Plan administrator will not recommend
how you should complete your confidential voting instruction cards.
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION CARD. You may submit
your voting instructions to the confidential vote processing agent at any
time, except that in order to be effective your instructions MUST BE RECEIVED
by not later than 5:00 p.m., Eastern time on November 16, 1995. If Corporate
Election Services, Inc. receives more than one voting instruction card from
you (whether such voting instruction card has been sent to you on behalf of
CAI Corporation or the Board of Directors of Commercial Federal), the
instruction card bearing the latest date will be considered to have cancelled
all instruction cards bearing an earlier date. If more than one confidential
voting instruction card is received from you of the same date, Corporate
Election Services, Inc. will consider the card bearing the latest postmark as
controlling. You may request additional confidential voting instruction cards
at any time by contacting CAI Corporation's proxy solicitor, Georgeson &
Company Inc., toll-free at (800) 223-2064.
If you have any questions regarding the procedures for instructing the
Plan administrator, please call Georgeson toll-free at (800) 223-2064.
CAI CORPORATION
October 26, 1995
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CAI CORPORATION
12770 Colt Road, Suite 902 o Dallas, Texas 75251
214-991-7720 o Fax: 214-991-8922
<PAGE>
TO: PARTICIPANTS IN THE COMMERCIAL FEDERAL RETIREMENT
SAVINGS PLAN
CAI Corporation, the largest stockholder of Commercial Federal Corporation
("Commercial Federal"), is soliciting proxies in favor of the election of two
persons nominated by CAI to serve on Commercial Federal's nine-member Board
of Directors. CAI also is soliciting proxies in favor of a stockholder
resolution presented by CAI and in opposition to a resolution presented by
Commercial Federal's Board of Directors.
Under the terms of the Commercial Federal Retirement Savings Plan, as
amended (the "Plan"), you have the right to direct the Plan trustee in
writing as to the manner in which you wish to vote the shares of common stock
of Commercial Federal allocated to your Plan account(s) at Commercial
Federal's 1995 Annual Meeting of Stockholders. Under the terms of the Plan
and subject to the Plan trustee's responsibilities under applicable law, the
Plan trustee will vote your allocated shares in accordance with your
instructions and will not vote your allocated shares if you do not provide
instructions. Therefore, we encourage you to exercise your right to direct
the voting of your allocated shares at the meeting.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your
account(s) by completing, signing and returning the enclosed BLUE
confidential voting instruction card. Proxy cards supplied with proxy
materials are not appropriate for the purpose of instructing the Plan trustee
in connection with the voting of shares allocated to your Plan account(s).
CONFIDENTIALITY OF VOTING INSTRUCTIONS. Your instructions to the Plan
trustee will be completely confidential. Commercial Federal has engaged an
independent firm, Corporate Election Services, Inc. of Pittsburgh, PA, to
serve as the confidential vote processing agent for the Plan. Voting
instruction cards are to be sent (using the postage-paid envelopes provided
therewith) to Corporate Election Services, Inc. and should not be sent to CAI
Corporation or its proxy solicitor, Georgeson & Company Inc.
Corporate Election Services, Inc. will count your votes and report the
aggregate totals of all voting instructions to the Plan trustee. Corporate
Election Services, Inc. has agreed to maintain your voting instructions in
strict confidence. In no event will your voting instructions be reported to
Commercial Federal.
DELIVERY OF PROXY MATERIALS. A copy of the proxy statement of CAI
Corporation and copies of two letters CAI has mailed to Commercial Federal's
stockholders are enclosed for your review. As noted in the proxy statement,
the 1995 Annual Meeting is scheduled for November 21, 1995, at 10:00 a.m., in
Omaha, Nebraska.
<PAGE>
Enclosed is a confidential BLUE voting instruction card which you should
use if you wish to direct the Plan trustee to vote shares allocated to your
account(s) in connection with the election of the persons nominated by CAI to
Commercial Federal's Board of Directors and if you wish to direct the Plan
trustee to vote shares allocated to your account(s) in connection with CAI's
stockholder resolution and the resolution proposed by Commercial Federal's
Board of Directors. Information concerning CAI Corporation's proxy
solicitation, its two nominees and the two resolutions referred to above are
described in the enclosed proxy statement furnished by CAI. PLEASE NOTE THAT
TO DIRECT THE PLAN TRUSTEE TO VOTE WITH RESPECT TO ANY OF THE FOREGOING, YOU
MUST SPECIFICALLY MARK YOUR INSTRUCTIONS ON THE CONFIDENTIAL VOTING
INSTRUCTION CARD. ITEMS LEFT BLANK WILL NOT BE CONSIDERED INSTRUCTIONS TO THE
PLAN TRUSTEE.
Voting instructions for your allocated shares under the Plan must be
received by 5:00 p.m. Eastern time on November 16, 1995 on the voting
instruction cards provided for that purpose. AGAIN, ALL VOTING INSTRUCTION
CARDS SHOULD BE FORWARDED TO CORPORATE ELECTION SERVICES, INC. AND SHOULD NOT
BE MAILED TO CAI CORPORATION OR ITS PROXY SOLICITOR, GEORGESON & COMPANY INC.
In order to make an informed judgment concerning how to instruct the Plan
trustee to vote your allocated shares, YOU SHOULD READ ALL PROXY MATERIALS
CAREFULLY AND THOROUGHLY. The Plan trustee will not recommend how you should
complete your confidential voting instruction cards.
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION CARD. You may submit
your voting instructions to the confidential vote processing agent at any
time, except that in order to be effective your instructions MUST BE RECEIVED
by not later than 5:00 p.m., Eastern time on November 16, 1995. If Corporate
Election Services, Inc. receives more than one voting instruction card from
you (whether such voting instruction card has been sent to you on behalf of
CAI Corporation or the Board of Directors of Commercial Federal), the
instruction card bearing the latest date will be considered to have cancelled
all instruction cards bearing an earlier date. If more than one confidential
voting instruction card is received from you of the same date, Corporate
Election Services, Inc. will consider the card bearing the latest postmark as
controlling. You may request additional confidential voting instruction cards
at any time by contacting CAI Corporation's proxy solicitor, Georgeson &
Company Inc., toll-free at (800) 223-2064.
If you have any questions regarding the procedures for instructing the
Plan trustee, please call Georgeson toll-free at (800) 223-2064.
CAI CORPORATION
October 26, 1995
<PAGE>
COMMERCIAL FEDERAL PAYROLL STOCK PURCHASE PLAN
TO: PLAN ADMINISTRATOR OF THE COMMERCIAL FEDERAL PAYROLL STOCK PURCHASE PLAN
I hereby direct you, as Administrator of the Commercial Federal Payroll
Stock Purchase Plan (the "Plan"), to act in accordance with the instructions
I have specified on the reverse side hereof in voting each share of
Commercial Federal Corporation common stock ("Commercial Federal Stock")
allocated to my account(s) under the Plan at the 1995 Annual Meeting of
Stockholders of Commercial Federal Corporation to be held on November 21,
1995 (the "Annual Meeting"), and at any adjournment or postponement thereof.
Under the terms of the Plan and subject to the Plan Administrator's
responsibilities under applicable law, the Plan Administrator will not vote
Commercial Federal Stock allocated to the accounts of Plan Participants if
the Plan Administrator does not receive timely instructions from such
Participants on or before the date designated below. There is cumulative
voting in the election of directors and, unless otherwise indicated by the
Participant, all instructions hereof to vote for the nominees listed in
Proposal I will be deemed an instruction to the Plan Administrator to give
the proxies set forth on CAI Corporation's BLUE proxy card for the Annual
Meeting discretionary authority to cumulate all votes for which the
undersigned is entitled to direct the voting and to allocate such votes in
favor of one or more of such nominees, as such proxies may determine.
IMPORTANT: Your instructions should be mailed to Corporate Election
Services, Inc. in the enclosed self-addressed envelope. No postage is
required. In order to comply with your instructions, this card must be
properly executed and mailed to Corporate Election Services, Inc. so as to be
received before 5:00 p.m. Eastern time on November 16, 1995.
DO NOT MAIL THESE INSTRUCTIONS TO CAI CORPORATION OR CAI CORPORATION'S
PROXY SOLICITOR, GEORGESON & COMPANY INC.
(CONTINUED--TO BE DATED AND SIGNED ON OTHER SIDE)
<PAGE>
INDICATE YOUR INSTRUCTIONS WITH AN X, ITEMS LEFT BLANK WILL NOT BE CONSIDERED
INSTRUCTIONS TO THE PLAN ADMINISTRATOR.
1. Election of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
nominees listed below
Nominees: Robin R. Glackin, Steven M. Ellis
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK "FOR"
ABOVE AND WRITE THE NAME(S) OF THE NOMINEE(S) FOR WHICH YOU DO NOT WISH TO
VOTE ON THE LINE BELOW.
- -----------------------------------------------------------------------------
2. CAI's Sell or Merge resolution as more fully described in CAI's Proxy
Statement dated October 6, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Commercial Federal Corporation's management resolution as more fully
described in CAI's Proxy Statement dated October 6, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Signature(s)
-----------------------------------
-----------------------------------
Date ________________________, 1995
(IMPORTANT: Please sign exactly as
name appears hereon).
CAI RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES NAMED IN PROPOSAL 1,
FOR THE RESOLUTION DESCRIBED IN PROPOSAL 2 AND AGAINST THE RESOLUTION
DESCRIBED IN PROPOSAL 3.
<PAGE>
COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
TO: PLAN TRUSTEE OF THE COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
I hereby direct you, as Trustee of the Commercial Federal Retirement
Savings Plan, as amended, (the "Plan"), to act in accordance with the
instructions I have specified on the reverse side hereof in voting each share
of Commercial Federal Corporation common stock ("Commercial Federal Stock")
allocated to my account(s) under the Plan at the 1995 Annual Meeting of
Stockholders of Commercial Federal Corporation to be held on November 21,
1995 (the "Annual Meeting"), and at any adjournment or postponement thereof.
Under the terms of the Plan and subject to the Plan Trustee's
responsibilities under applicable law, the Plan Trustee will not vote
Commercial Federal Stock allocated to the accounts of Plan Participants if
the Plan Trustee does not receive timely instructions from such Participants
on or before the date designated below. There is cumulative voting in the
election of directors and, unless otherwise indicated by the Participant, all
instructions hereof to vote for the nominees listed in Proposal I will be
deemed an instruction to the Plan Trustee to give the proxies set forth on
CAI Corporation's BLUE proxy card for the Annual Meeting discretionary
authority to cumulate all votes for which the undersigned is entitled to
direct the voting and to allocate such votes in favor of one or more of such
nominees, as such proxies may determine.
IMPORTANT: Your instructions should be mailed to Corporate Election
Services, Inc. in the enclosed self-addressed envelope. No postage is
required. In order to comply with your instructions, this card must be
properly executed and mailed to Corporate Election Services, Inc. so as to be
received before 5:00 p.m. Eastern time on November 16, 1995.
DO NOT MAIL THESE INSTRUCTIONS TO CAI CORPORATION OR CAI CORPORATION'S
PROXY SOLICITOR, GEORGESON & COMPANY INC.
(Continued--To be Dated and Signed on Other Side)
<PAGE>
INDICATE YOUR INSTRUCTIONS WITH AN X, ITEMS LEFT BLANK WILL NOT BE CONSIDERED
INSTRUCTIONS TO THE PLAN TRUSTEE.
1. Election of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
nominees listed below
Nominees: Robin R. Glackin, Steven M. Ellis
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK "FOR"
ABOVE AND WRITE THE NAME(S) OF THE NOMINEE(S) FOR WHICH YOU DO NOT WISH TO
VOTE ON THE LINE BELOW.
- -----------------------------------------------------------------------------
2. CAI's Sell or Merge resolution as more fully described in CAI's Proxy
Statement dated October 6, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Commercial Federal Corporation's management resolution as more fully
described in CAI's Proxy Statement dated October 6, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Signature(s)
-----------------------------------
-----------------------------------
Date _________________________, 1995
(IMPORTANT: Please sign exactly as
name appears hereon).
CAI RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES NAMED IN PROPOSAL 1,
FOR THE RESOLUTION DESCRIBED IN PROPOSAL 2 AND AGAINST THE RESOLUTION
DESCRIBED IN PROPOSAL 3.
