SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Amendment No. 11)
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
October 4, 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") and Amendment No. 10 thereto dated
September 19, 1995 ("Amendment No. 10") (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 and Amendment No. 10, the "Amended
Schedule 13D"), with regard to the Common Stock of
Commercial Federal Corporation ("CFC") by supplementing
Items 4 and 7 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:
On October 4, 1995, CAI commenced a
solicitation of proxies from the stockholders of CFC in
opposition to the Board of Directors of CFC (the "CFC
Board"). CAI is soliciting proxies (i) for the election
of its two nominees as directors of CFC, (ii) for the
adoption of a stockholder resolution 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 stockholder resolution proposed by the CFC
Board.
CAI has recently become aware that various
stockholders of CFC have been informed by CFC and its
representatives that even if CAI's nominees are elected
as directors of CFC at the upcoming annual meeting of
CFC's stockholders, the remaining members of the CFC
Board intend to refuse to take the action necessary to
appoint CAI's nominees as directors of CFC's wholly owned
subsidiary and most substantial asset, Commercial Federal
Bank, FSB (the "Bank"). CFC's chairman and several of
its current directors made a similar threat to CAI and
its nominees in the presence of their attorney in
conversations with them this past summer.
At present, all of the members of the CFC Board
also serve as directors of the Bank. To CAI's knowledge,
this has been true at all times since CFC first became a
public company. CAI believes that in the event its
nominees are elected by CFC's stockholders to the CFC
Board, such stockholders will expect that these nominees
will be permitted to participate fully in the management
of the business and affairs of CFC to the same extent as
all of the Company's other directors. CAI believes that
by denying the CAI nominees the opportunity to serve as
directors of the Bank and thereby barring them from
overseeing its operations, the incumbent directors will
be impairing the CAI nominees' ability to fulfill their
fiduciary duties as members of the CFC Board and also
will be acting in a manner contrary to their own
fiduciary responsibilities to the CFC stockholders.
CAI has delivered a letter, dated September 25,
1995, to CFC concerning this matter. A copy of this
letter is attached as Exhibit 16 to this Amended Schedule
13D.
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby supplemented and amended by
adding thereto the following:
At the close of business on October 6, 1995,
CAI beneficially owned 1,250,100 shares of CFC Common
Stock. Such shares constitute approximately 8.76% of the
total number of shares of the CFC Common Stock
outstanding as of October 2, 1995 (based on the sum of
(i) the 12,912,416 shares of CFC Common Stock outstanding
on September 22, 1995 (according to CFC's Form 10-K for
the fiscal year ended June 30, 1995) and (ii) the
1,351,942 shares of CFC Common Stock issued on October 2,
1995 by CFC upon consummation of its acquisition of
Railroad Federal Corporation (according to CFC's October
2, 1995 press release).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
16. Letter, dated September 27, 1995, from CAI
to CFC.
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: October 6, 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: October 6, 1995
CAI CORPORATION
By: /s/ ROBIN R. GLACKIN
Robin R. Glackin
President
[CAI letterhead]
September 27, 1995
Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska 68124
Attention: William Fitzgerald,
Chairman of the Board
James A. Laphen, President,
Secretary and Treasurer
Dear Ladies and Gentlemen:
CAI Corporation ("CAI") has recently become
aware that various stockholders of Commercial Federal
Corporation (the "Company") have been informed by the
Company and its representatives that the election of
either or both of CAI's nominees to the Company's Board
of Directors would serve "no useful purpose" because the
remainder of the Board does not intend to permit CAI's
nominees to also serve as directors of the Company's
wholly owned subsidiary, Commercial Federal Bank FSB (the
"Bank"). The Company's chairman and several of its
current directors made a similar threat to Messrs.
Glackin, Ellis and Lax of CAI Corporation in the presence
of their attorney in conversations with them this summer.
It is our understanding that at present, all of
the directors of the Company also serve as directors of
the Bank. It is also our understanding, and certainly
will be the expectation of stockholders, that CAI's
nominees, if elected as members of the Company's Board of
Directors, will be permitted to participate fully in the
management of the business and affairs of the Company to
the same extent as the Company's other directors.
While CAI's nominees have pledged to seek a
sale or merger of the Company if elected, as directors of
the Company, they will owe fiduciary duties to the
Company's stockholders whether or not such a transaction
is pursued. CAI and its fellow stockholders have the
right to expect that if CAI's nominees are elected to
oversee the management of the Company, the other
directors of the Company will not seek to impair the CAI
nominees' efforts to fulfill these fiduciary duties by
barring them from exercising any oversight over the
Company's most substantial asset.
We also note that the Company's and its
representatives' various communications concerning this
issue are a blatant violation of the federal securities
laws. We also expect, and believe that the federal proxy
rules clearly would require, that if the Company intends
to attempt to exclude the CAI nominees from the Bank's
Board, this intention, and its rationale, will be fully
disclosed in the Company's proxy materials.
CAI will not allow the Company to use the
Bank's Board as a ruse to thwart the will of the
Company's stockholders. Accordingly, if elected, CAI
expects that its nominees will join their fellow
directors as directors of the Bank. If this is not the
case, we urge you to contact us promptly so that we can
take appropriate action.
Very truly yours,
CAI Corporation
By:/s/Robin Glackin
Name: Robin Glackin
Title: President
