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
[ X ] Definitive Proxy Statement
[ ] 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(i)(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.
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
_____________ _________________ _____ ___________ _________
[ 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
____________________
PROXY STATEMENT OF CAI CORPORATION
IN OPPOSITION TO
THE BOARD OF DIRECTORS
OF COMMERCIAL FEDERAL CORPORATION
____________________
____________________
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 21, 1995
_____________________
This Proxy Statement and the enclosed BLUE Proxy Card
are being furnished by CAI Corporation ("CAI") to holders of
common stock, par value $.01 per share (the "Common Stock"),
of Commercial Federal Corporation, a Nebraska corporation
(the "Company" or "CFC"), in connection with the
solicitation of proxies for use at the Company's Annual
Meeting of Stockholders and at any and all adjournments or
postponements thereof (the "Meeting"). According to the
preliminary proxy statement ("Management's Preliminary Proxy
Statement") filed by the Company with the Securities and
Exchange Commission (the "SEC"), the Meeting will be held on Tuesday,
November 21, 1995, at 10:00 a.m., at the Holiday Inn Central
Convention Centre, "Holiday C" Meeting Room, 3321 South 72nd
Street, Omaha, Nebraska, and the record date for determining
stockholders entitled to notice of and to vote at the
Meeting is October 10, 1995 (the "Record Date"). As of
October 3, 1995, CAI and its nominees for election were
the beneficial owners of an aggregate of 1,250,100 shares of
Common Stock, representing approximately 9.68% of the
shares outstanding on September 22, 1995.
THIS SOLICITATION IS BEING MADE BY CAI, AND NOT ON
BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
At the Meeting, three persons will be elected as
directors of the Company to hold office for a term of three
years and until their successors have been duly elected and
qualified. In opposition to the solicitation of proxies by
the Board of Directors of CFC (the "CFC Board"), CAI is
proposing a slate of two nominees for election as directors
of the Company. CAI is also proposing a resolution (the
"Sell or Merge Resolution") requesting the CFC Board to
promptly seek a sale or merger of CFC by retaining a
qualified investment banking firm for the specific purpose
of soliciting offers to acquire the Company 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 the
Company. CAI is soliciting proxies FOR both the election of
its nominees as directors and the adoption of the Sell or
Merge Resolution.
In connection with its opposition to the Sell or Merge
Resolution, CFC is asking stockholders to support its own
resolution (the "Management Resolution") more fully de
scribed below (see "PROPOSAL THREE - THE MANAGEMENT RESO
LUTION"). CAI is soliciting proxies AGAINST the Management
Resolution.
This Proxy Statement and the BLUE Proxy Card are first
being mailed or furnished to stockholders of the Company on
or about October 4, 1995.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW
SHARES YOU OWN. PLEASE SIGN AND DATE THE ENCLOSED BLUE
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE PROMPTLY.
PROPERLY VOTING THE ENCLOSED BLUE PROXY CARD AUTOMATICALLY
REVOKES ANY PROXY PREVIOUSLY SIGNED BY YOU.
DO NOT RETURN ANY WHITE PROXY CARD SENT TO YOU BY CFC.
Even if you previously have voted on CFC's white proxy card,
you have every legal right to change your vote by signing,
dating and returning the enclosed BLUE PROXY CARD. ONLY
YOUR LATEST DATED PROXY WILL COUNT AT THE MEETING.
IMPORTANT NOTE: IF YOUR SHARES OF COMMON STOCK ARE
REGISTERED IN YOUR OWN NAME, PLEASE SIGN, DATE AND MAIL THE
ENCLOSED BLUE PROXY CARD TO CAI IN CARE OF GEORGESON &
COMPANY INC. ("GEORGESON"), THE FIRM ASSISTING CAI IN THE
SOLICITATION OF PROXIES, IN THE POST-PAID ENVELOPE PROVIDED.
IF YOUR SHARES OF COMMON STOCK ARE HELD IN THE NAME OF A
BROKERAGE FIRM, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT
CAN SIGN A BLUE PROXY CARD WITH RESPECT TO YOUR SHARES OF
COMMON STOCK AND ONLY UPON RECEIPT OF SPECIFIC INSTRUCTIONS
FROM YOU. ACCORDINGLY, YOU SHOULD CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A
BLUE PROXY CARD TO BE SIGNED REPRESENTING YOUR SHARES OF
COMMON STOCK. CAI URGES YOU TO CONFIRM IN WRITING YOUR
INSTRUCTIONS TO THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND
TO PROVIDE A COPY OF SUCH INSTRUCTIONS TO CAI IN CARE OF
GEORGESON AT THE ADDRESS INDICATED BELOW SO THAT CAI WILL BE
AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO ENSURE
THAT SUCH INSTRUCTIONS ARE FOLLOWED.
IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING YOUR PROXY OR
REQUIRE ASSISTANCE, PLEASE CONTACT:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: (800) 233-2064
BANKS AND BROKERAGE FIRMS PLEASE CALL COLLECT: (212) 440-9800
REASONS FOR THE SOLICITATION
CAI has determined to solicit proxies for the election
of its two nominees as directors of the Company and for the
adoption of the Sell or Merge Resolution because it is
convinced that a sale or merger of CFC to or with an
unaffiliated third party is in the best interests of CFC and
its stockholders. CAI believes that the significant and
unprecedented consolidation currently underway in the
banking industry means that now is the optimum time to
pursue actively such a transaction. CAI is the largest
holder of shares of Common Stock (holding approximately
9.68% of the shares outstanding as of September 22, 1995),
and believes that its interests are aligned with those of
the other stockholders of CFC. CAI has repeatedly been
rebuffed in its attempts to persuade the CFC Board and
management to seek a sale or merger of the Company, and
believes that the CFC Board and management are acting
contrary to the interests of CFC stockholders by
consistently opposing such a transaction.
CAI believes that the Management Resolution, taken
together with CFC's opposition to the Sell or Merge
Resolution, indicates that the CFC Board is content to
adhere to CFC's unidentified "strategic business plan" and
pursue a business-as-usual course of action. Accordingly,
CAI has determined to solicit proxies against the Management
Resolution.
CAI believes that the election of its two nominees as
directors of the Company and the adoption of the Sell or
Merge Resolution would send a strong message to the CFC
Board that CFC stockholders want to maximize the value of
their investment in the Company through a sale or merger and
would make it more likely that a successful acquisition of
the Company will occur. However, because the CAI nominees
will fill only two of the nine seats on the CFC Board if
elected and because the Sell or Merge Resolution is not
binding on the CFC Board, there can be no assurance that the
CFC Board will seek to solicit or consider offers for the
sale or merger of CFC even if the CAI nominees are elected
and the Sell or Merge Resolution is adopted by CFC
stockholders. Neither CAI nor either of its nominees is
working on behalf of or as a representative of any potential
acquiror of the Company. CAI and its nominees are merely
committed to maximizing the value of the investment of all
of the stockholders of CFC. CAI intends to communicate with
potential acquirors of CFC and their financial advisors with
a view towards encouraging potential acquirors to submit
merger and acquisition proposals to the CFC Board and the
stockholders of CFC.
GENERAL
PROXY INFORMATION
The enclosed BLUE Proxy Card may be executed only by
holders of record at the close of business on October 10,
1995, which is the Record Date.
As of October 3, 1995, CAI and its nominees for
election were the beneficial owners of an aggregate of
1,250,100 shares of Common Stock, representing approximately
9.68% of the shares outstanding on September 22, 1995.
According to the Company's Form 10-K for the fiscal year
ended June 30, 1995, as of September 22, 1995, there were
12,912,416 shares of Common Stock outstanding. For
information regarding transactions in the Common Stock
by CAI since March 30, 1990, see Appendix I annexed to this
Proxy Statement.
The shares of Common Stock represented by each BLUE
Proxy Card which is properly executed and returned to CAI
will be voted at the Meeting in accordance with the
instructions marked thereon. Subject to the right of CAI to
allocate votes between its two nominees in the manner
described below (see "QUORUM AND VOTING"), executed but
unmarked BLUE Proxy Cards will be voted FOR the election of
CAI's two nominees as directors, FOR the adoption of the
Sell or Merge Resolution and AGAINST the Management
Resolution.
With the exception of the election of directors and the
consideration of the Sell or Merge Resolution and the
Management Resolution, CAI is not aware at the present time
of any other matter which is scheduled to be voted upon by
stockholders at the Meeting. However, if any other matter
properly comes before the Meeting, the persons named as
proxies on the enclosed BLUE Proxy Card will, subject to the
provisions of this paragraph, have discretionary authority
to vote all shares covered by such proxies in accordance
with their best judgment with respect to such matter. If
CAI becomes aware a sufficient time in advance of the
Meeting that CFC's management intends to present for a
stockholder vote at the Meeting any matter not included on
the enclosed BLUE Proxy Card, CAI intends to either (i)
refrain from voting on any such matter (in which case
stockholders will only be able to vote on such matter on the
proxy card furnished by the CFC Board) or (ii) revise the
BLUE Proxy Card in order to include any such additional
matter thereon. CFC also will furnish stockholders with
additional proxy materials describing any such additional
matter. If stockholders voted or vote on the original BLUE
Proxy Card which does not include such additional matter,
CAI will exercise its discretionary authority with respect
to such additional matter and will advise stockholders as to
how it will use such discretionary authority. If a
stockholder wishes to specify the manner in which his or her
shares are to be voted on any such additional matter, the
stockholder will have the opportunity to vote on the revised
BLUE Proxy Card. Submission of any properly executed proxy
card will revoke all prior proxy cards.
If you hold your shares in the name of one or more
brokerage firms, banks or nominees, only they can vote your
shares and only upon receipt of your specific instructions.
Accordingly, you should contact the person responsible for
your account and give instructions to vote the BLUE Proxy
Card.
PROXY REVOCATION
Whether or not you plan to attend the Meeting, CAI
urges you to vote FOR the CAI nominees, FOR the Sell or
Merge Resolution and AGAINST the Management Resolution by
signing, dating and returning the BLUE Proxy Card in the
enclosed envelope. You can do this even if you have already
voted on the white proxy card solicited by the CFC Board.
It is the latest dated proxy that counts.
Execution of a BLUE Proxy Card will not affect your
right to attend the Meeting and to vote in person. Any
stockholder granting a proxy (including a proxy given to the
Company) may revoke it at any time before it is voted by (a)
submitting a duly executed new proxy bearing a later date,
(b) attending and voting at the Meeting in person, or (c) at
any time before a previously executed proxy is voted, giving
written notice of revocation to either CAI, c/o Georgeson &
Company Inc., Wall Street Plaza, New York, New York,
10005, or the Company, 2120 South 72nd Street, Omaha,
Nebraska, 68124, attention: Corporate Secretary. Merely
attending the Meeting will not revoke any previous proxy
which has been duly executed by you. The BLUE Proxy Card
furnished to you by CAI, if properly executed and delivered,
will revoke all prior proxies.
IF YOU PREVIOUSLY EXECUTED AND RETURNED A WHITE PROXY
CARD TO THE COMPANY, CAI URGES YOU TO REVOKE IT BY SIGNING,
DATING AND MAILING THE BLUE PROXY CARD IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING WITHIN THE
UNITED STATES.
CFC ANNUAL REPORT AND MANAGEMENT'S PROXY STATEMENT
An Annual Report to Stockholders (the "Annual Report")
covering CFC's fiscal year ended June 30, 1995, including
financial statements, is required to be furnished to
stockholders by the Company. Such Annual Report to
Stockholders does not form any part of the material for the
solicitation of proxies by CAI.
It is expected that the CFC Board will also solicit
proxies for use at the Annual Meeting and will furnish a
Proxy Statement in connection therewith ("Management's Proxy
Statement"). Neither CAI nor any of its affiliates is
presently an officer or director, or otherwise engaged in
the management, of CFC. Consequently, CAI does not have
current information concerning the Common Stock of the
Company, the beneficial ownership of such stock by the
principal holders thereof, other information concerning the
Company's management, the procedures for submitting
proposals for consideration at the next Annual Meeting of
Stockholders of the Company and certain other matters
regarding the Company and the Meeting required by the rules
of the SEC to be included in a proxy statement. Accordingly,
reference is made to Management's Proxy Statement for such
information.
CAI does not make any representation as to the accuracy
or completeness of the information contained in the Annual
Report and Management's Proxy Statement.
QUORUM AND VOTING
Management's Proxy Statement is required to provide
information about the number of shares of CFC's stock
outstanding and entitled to vote, the number of record
holders thereof and the Record Date for the Meeting, and
reference is made thereto for such information. Only
shareholders of record at the close of business on the
Record Date are entitled to notice of and to vote on matters
that come before the Meeting.
The presence in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock entitled
to vote at the Meeting is necessary to constitute a quorum
at the Meeting. If a quorum is not present or represented
by proxy, the stockholders entitled to vote, present or
represented by proxy, have the power to adjourn the
Meeting from time to time, without notice other than an
announcement at the Meeting, until a quorum is present or
represented.
Pursuant to the Bylaws of CFC and Nebraska law, each
stockholder voting for the election of directors is entitled
to either vote for as many persons as there are directors to
be elected or to cumulate votes by multiplying the number of
shares held by such stockholder by the number of directors
to be elected. Each stockholder will be entitled to cast
votes for one director or distribute them among any number
of candidates. Directors will be elected by a plurality of
votes cast by stockholders at the Meeting. Votes not cast
at the Meeting because of abstentions or broker non-votes
are not considered in connection with determining the
outcome of the election of directors.
CAI has only nominated two persons for election to the
CFC Board. According to Management's Preliminary Proxy
Statement, the CFC Board has nominated three persons for the
three positions being filled at the Meeting. Therefore
there will be five nominees for three seats on the CFC
Board, and the three nominees who receive the greatest
number of votes will be elected. Stockholders who use the
BLUE Proxy Card furnished by CAI will not be able to vote
for any of CFC's nominees. Stockholders who use CFC's proxy
card will not be able to vote for any of CAI's nominees.
Stockholders are not permitted to use both proxy cards and
accordingly cannot vote for CAI's nominees on its BLUE Proxy
Card and also vote for one other nominee using CFC's proxy
card. Any stockholder who wishes to vote for one or more of
CAI's nominees and one or more of the Company's nominees
will be required to vote by ballot at the Meeting. However,
the cumulative voting process insures that no votes are
wasted by voting on CAI's BLUE Proxy Card, as each vote
cumulated toward the election of the CAI nominees will
increase their chance of being elected.
CAI intends to vote all of its shares, and those for
which CAI is given proxies, for the election of the CAI
nominees. CAI intends to cumulate its votes in such a
manner as to obtain maximum representation on the CFC Board.
Unless otherwise indicated by a stockholder, a vote for
the CAI nominees will give CAI discretionary authority to
cumulate all votes to which the stockholder is entitled and
to allocate them in favor of either or both of CAI's
nominees as CAI may determine. The effect of cumulation and
voting in accordance with that discretionary authority may
be to offset the effect of a stockholder's having withheld
authority to vote for one of CAI's nominees because
proxyholders will be able to allocate votes of stockholders
who have not withheld authority to vote in any manner they
determine among such nominees. If a stockholder desires
specifically to allocate votes among CAI's nominees, the
stockholder should so specify on the BLUE Proxy Card.
With respect to the voting upon the Sell or Merge
Resolution and the Management Resolution, each share of
Common Stock entitles the holder thereof to one vote, and
action requires the affirmative vote of a majority of the
shares represented and entitled to vote at the Meeting.
Accordingly, assuming a quorum is present at the Meeting,
abstentions will count as votes cast against the Sell or
Merge Resolution and the Management Resolution, and broker
non-votes will have no effect on the outcome of the vote on
either resolution.
PROPOSAL ONE - ELECTION OF DIRECTORS
The Company's Articles of Incorporation have set the
total number of directors at nine and provide that the CFC
Board shall be divided into three classes, each having a
staggered term of three years. Three directors will be
elected for a term of three years at the Meeting.
The nominees of CAI for election by stockholders to the
CFC Board at the Meeting are Messrs. Robin R. Glackin and
Steven M. Ellis, each of whom owns one-third of the
outstanding voting stock of CAI. Each of these nominees has
consented to serve as a director if elected, and it is not
contemplated that either of them will be unavailable for
election as a director. If either nominee at the time of
election is unable to serve or is otherwise unavailable for
election, CAI intends to nominate Mr. Byron Lax (who also
owns one-third of the outstanding voting stock of CAI) as a
replacement nominee for election. Should an additional
replacement nominee be required, the persons named on the
enclosed BLUE Proxy Card will vote for the substitute
nominee selected by CAI. CAI is proposing the election of
two nominees in opposition to the nominees proposed by the
CFC Board.
CAI RECOMMENDS THAT YOU VOTE "FOR" ITS NOMINEES ON THE
ENCLOSED BLUE PROXY CARD.
The information below is provided with respect to CAI's
nominees for directors of the Company and its alternative
nominee. Each of the nominees and the alternative nominee
is a United States citizen.
Robin R. Glackin, age 50, is President, Chief Executive
Officer and a director of CAI with which he has been
associated since 1989. From 1990, Mr. Glackin also served
as chairman of the board of Mortgage Innovations, Inc., a
consulting firm specializing in providing financial,
operational and valuation consulting services to the
mortgage banking, thrift and banking industries. During
1987, Mr. Glackin was Chief Administrative Officer of
Trammell Crow Company, which at that time was the largest
real estate company in North America. Mr. Glackin was
President, Chief Operating Officer and a director of First
Texas Savings Association, the largest savings and
loan and fifth largest financial institution in Dallas,
from 1981-1986. Prior to that, Mr. Glackin was employed by
Citibank, New York from 1975 to 1981 and ultimately served
as Vice President and Regional Business Manager of that
entity. Mr. Glackin is also the principal executive officer
of Glackin Associates, a consulting and investment company,
President of Enlight Industries, L.L.C., a manufacturing
company, and a director of Davis BanCorporation, Inc., a
bank holding company headquartered in Oklahoma which is not
affiliated with the Company. Mr. Glackin received a Masters
of Business Administration in 1974 and a bachelor of arts
degree in political science and economics in 1974, both from
Columbia University, New York.
Steven M. Ellis, age 37, has been a Senior Vice
President, Treasurer and a director of CAI since 1992. From
1990 to 1992, Mr. Ellis served as Chief Executive Officer of
Mortgage Innovations, Inc., a consulting firm specializing
in providing financial, operational and valuation consulting
services to the mortgage banking, thrift and banking
industries. From 1989 to 1992 Mr. Ellis was a principal of
Lax, Boston & Ellis, Inc., an investment banking and
advisory firm providing services to the financial services
industry in the areas of strategic capital planning, merger
and acquisition consultation, valuations of companies, and
asset and liability management. From 1985 to 1989, Mr.
Ellis was a Vice President of the Financial and Regulatory
Consulting Division of Ferguson & Company, a management
consulting firm specializing in the financial services
industry. From 1980 to 1985, Mr. Ellis was an auditor at
Arthur Andersen & Co., where he handled audits and other
matters relating to financial institutions. Mr. Ellis is
also Treasurer and Secretary and a director of Davis
BanCorporation, Inc., a bank holding company headquartered
in Davis, Oklahoma which is not affiliated with the Company.
Mr. Ellis received his Bachelors in Business Administration
in Accounting from Abilene Christian University, Abilene,
Texas in 1980.
Byron Lax, age 53, has been a Senior Vice President,
Chief Operating Officer and a director of CAI since 1992.
From 1990 to 1992, Mr. Lax served as Chief Operating Officer
of Mortgage Innovations, Inc., a consulting firm
specializing in providing financial, operational and
valuation consulting services to the mortgage banking,
thrift and banking industries. From 1989 to 1992, Mr. Lax
was a principal of Lax, Boston & Ellis, Inc., an investment
banking and advisory firm providing services to the
financial services industry in the areas of strategic
capital, merger and acquisition consultation, valuation of
companies, and asset and liability management. From 1987
until the formation of Lax, Boston & Ellis, Inc. in 1989,
Mr. Lax was employed by Underwood, Neuhaus & Company, an
investment banking firm, where he provided similar services
to the financial services industry. From 1985 until 1987,
Mr. Lax was a principal in the firm of Ferguson & Company, a
management consulting firm specializing in the financial
services industry. Prior to 1985, Mr. Lax was engaged in
the oil and gas business, and, until 1981 was a partner in
Fox & Company, a national firm of certified public
accountants where he practiced primarily in the oil and gas
industry, and secondarily in the thrift industry, in the
areas of business combinations and capital formation. Mr.
Lax received his Bachelors in Business Administration in
accounting from The University of Texas in 1964.
If the two CAI nominees are elected to the CFC Board,
seven of nine members of the CFC Board will be management
nominees, and CAI will not be in control of the CFC Board.
Since CFC's bylaws provide that action by the CFC Board
requires a majority vote of the directors present at a
meeting at which a quorum is present, the CAI nominees
ordinarily will not be able to cause any action to be taken
or not taken by the CFC Board unless at least one (assuming
only five directors are present at a meeting of the CFC
Board) and as many as three (assuming all nine directors are
present at such a meeting) other directors agree with the
position of the CAI nominees. Nevertheless, the CAI
nominees may, because of their different backgrounds and
expertise, be able to inform and persuade other directors
sufficiently to cause the CFC Board to take or not take
various action. Although three directors will be elected at
the Meeting, CAI is only seeking to elect its nominees to
two of the three available director positions because
applicable federal banking law would require CAI to obtain
prior approval of the Office of Thrift Supervision in order
for three CAI representatives to serve on the CFC Board.
If elected, the CAI nominees intend to seek to persuade
the CFC Board to take action aimed at causing a sale or
merger of the Company to or with another financial
institution. However, the CAI nominees will only seek to
persuade the CFC Board to approve such a transaction if they
believe that the value of the transaction is fair to the
stockholders of CFC. CAI and the CAI nominees believe that
the election of the CAI nominees and the adoption of the
Sell or Merge Resolution would send a strong message to the
CFC Board that CFC stockholders want to maximize the value
of their investment in the Company through a sale or merger,
and would make it more likely that a successful acquisition
of the Company will occur. However, because the CAI
nominees will fill only two of the nine seats on the CFC
Board if elected and because the Sell or Merge Resolution is
not binding on the CFC Board, there can be no assurance that
the CFC Board will seek to solicit or consider offers for
the sale or merger of CFC even if the CAI nominees are
elected and the Sell or Merge Resolution is adopted by CFC
stockholders. None of CAI, either of its nominees or its
alternative nominee is working on behalf of or as a
representative of any potential acquiror of the Company.
CAI, its nominees and its alternative nominee are merely
committed to maximizing the value of the investment of all
of the stockholders of CFC. CAI intends to communicate with
potential acquirors of CFC and their financial advisors with
a view towards encouraging potential acquirors to submit
merger and acquisition proposals to the CFC Board and the
stockholders of CFC.
PROPOSAL TWO - THE SELL OR MERGE RESOLUTION
CAI intends to present the Sell or Merge Resolution set
forth below for a vote at the Meeting.
CAI RECOMMENDS THAT YOU VOTE "FOR" THE SELL OR MERGE
RESOLUTION.
The text of the Sell or Merge Resolution is as follows:
RESOLVED, that the stockholders of Commercial
Federal Corporation ("CFC"), believing that the value
of their investment in CFC can be maximized through a
sale or merger of CFC to or with an unaffiliated party,
hereby request that the Board of Directors of CFC
promptly proceed to effect such a sale or merger by (i)
retaining a leading investment banking firm to solicit
offers to acquire CFC, and (ii) establishing a
committee of independent non-management directors to
recommend to the full Board for approval the best
available offer to acquire CFC that is fair to, and in
the best interests of, the stockholders of CFC;
provided, however, that such committee shall be
comprised of no more than five persons and that any
person nominated for election to the Board by CAI
Corporation and so elected shall be appointed as
members of such committee.
The Sell or Merge Resolution sets forth two requests of
the CFC Board on the part of stockholders. Even if approved
by a majority of the shares of Common Stock represented at
the Meeting, the Sell or Merge Resolution will not be
binding on the CFC Board. CAI believes, however, that if
the Sell or Merge Resolution receives substantial support
from stockholders, the CFC Board may choose to carry out the
requests set forth in the Sell or Merge Resolution.
The Sell or Merge Resolution requests that the CFC
Board retain a leading investment banking firm for the
specific purpose of soliciting offers to acquire the Company
by sale or merger. CAI believes that such an investment
banking firm could be instrumental in identifying potential
acquirors and in advising the Company and the CFC Board
concerning any acquisition proposals or offers. The Sell or
Merge Resolution also requests that the CFC Board establish
a committee of up to five members of the CFC Board who are
not officers or employees of the Company, including any CAI
nominee elected to the CFC Board, to consider and recommend
approval of offers to acquire the Company by sale or merger.
CAI believes that directors who are employees of the Company
have a potential conflict of interest in considering a
proposed change in ownership of the Company, and that
accordingly, the committee should be composed of only non-
management directors.
CAI believes that approval of the Sell or Merge
Resolution, together with the election of the CAI nominees,
would send a strong message to the CFC Board that CFC
stockholders want to maximize the value of their investment
in the Company through a sale or merger, and would make it
more likely that a successful acquisition of the Company
will occur.
PROPOSAL THREE - THE MANAGEMENT RESOLUTION
According to Management's Preliminary Proxy Statement,
the CFC Board intends to present the Management Resolution
set forth below for a vote at the Meeting.
CAI RECOMMENDS THAT YOU VOTE "AGAINST"
THE MANAGEMENT RESOLUTION.
The text of the Management Resolution is as follows:
RESOLVED, that the stockholders of Commercial
Federal Corporation ("CFC") hereby recommend that the
Board of Directors continue, with the assistance of
CFC's independent financial advisor, Merrill Lynch &
Co., the Board's active and ongoing evaluation of the
strategic alternatives available to CFC through
continued reviews, and that the Board remain open to
all options available to CFC for maximizing value for
CFC and its stockholders, including through possible
merger, acquisition and/or other business combination
transactions.
CAI believes that presentation of the Management
Resolution is designed to deflect attention from the real
issue which stockholders are being asked to address at the
Meeting -- whether or not the CFC Board should take
immediate and concrete action in furtherance of the sale or
merger of the Company.
As more fully described below (see "INFORMATION ABOUT
PARTICIPANTS IN CAI PROXY SOLICITATION; BACKGROUND OF THE
SOLICITATION"), CAI entered into an agreement with CFC in
October 1993 which granted representatives of CAI the right
to meet with the CFC Board periodically. Based upon its
attendance at meetings of the CFC Board, CAI believes that
the CFC Board has never engaged in any meaningful evaluation
of the strategic alternatives available to the Company or
seriously explored a sale or merger of the Company. In
particular, to the knowledge of CAI, the CFC Board has never
permitted its financial advisors to pursue even exploratory
conversations with likely acquirors of the Company in order
to ascertain the values which could be realized by
stockholders in a sale or merger. Unlike the Sell or Merge
Resolution, the Management Resolution fails to contain any
definitive commitment on the part of the CFC Board to pursue
a sale or merger of the Company.
CAI believes that if the Management Resolution is
adopted, the CFC Board and CFC's management will interpret
such adoption as a message from the Company's stockholders
that it is acceptable for the CFC Board to continue with
business as usual. Unlike the Sell or Merge Resolution, the
Management Resolution does not make it sufficiently clear
that the Company's stockholders desire the CFC Board to
actively pursue a sale or merger of the Company.
CAI believes that if stockholders desire to send a
strong message to the CFC Board that they want to maximize
the value of their investment through a sale or merger, CFC
stockholders should vote FOR the Sell or Merge Resolution
(Proposal 2) and AGAINST the Management Resolution
(Proposal 3).
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
It is expected that the CFC Board will send to you
Management's Proxy Statement discussing, in addition to the
election of directors, the Sell or Merge Resolution, and the
Management Resolution, any other matter that may properly
come before the Annual Meeting. With the exception of the
election of directors and the consideration of the Sell or
Merge Resolution and the Management Resolution, CAI is not
aware at the present time of any other matter which is
scheduled to be voted upon by stockholders at the Meeting.
However, if any other matter properly comes before the
Meeting, the persons named as proxies on the enclosed BLUE
Proxy Card will, subject to the provisions of this
paragraph, have discretionary authority to vote all shares
covered by such proxies in accordance with their best
judgment with respect to such matter. If CAI becomes aware
a sufficient time in advance of the Meeting that CFC's
management intends to present for a stockholder vote at the
Meeting any matter not included on the enclosed BLUE Proxy
Card, CAI intends to either (i) refrain from voting on any
such matter (in which case stockholders will only be able to
vote on such matter on the proxy card furnished by the CFC
Board) or (ii) revise the BLUE Proxy Card in order to
include any such additional matter thereon. CFC also will
furnish stockholders with additional proxy materials
describing any such additional matter. If stockholders
voted or vote on the original BLUE Proxy Card which does not
include such additional matter, CAI will exercise its
discretionary authority with respect to such additional
matter and will advise stockholders as to how it will use
such discretionary authority. If a stockholder wishes to
specify the manner in which his or her shares are to be
voted on any such additional matter, the stockholder will
have the opportunity to vote on the revised BLUE Proxy Card.
Submission of any properly executed proxy card will revoke
all prior proxy cards.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of October 3,
1995, the number and percent of outstanding shares of Common
Stock beneficially owned by CAI and each of Messrs. Glackin,
Ellis, and Lax:
Number of Percentage of
Name and address Shares Shares
of shareholder Beneficially Beneficially
Owned Owned (2)
CAI Corporation 1,250,100 9.68%
12770 Coit Road
Suite 902
Dallas, TX 75251
Robin R. Glackin 1,250,100(1) 9.68%
12770 Coit Road
Suite 902
Dallas, T X 75251
Steven M. Ellis 1,250,100(1) 9.68%
12770 Coit Road
Suite 902
Dallas, TX 75251
Byron A. Lax 1,250,100(1) 9.68%
12770 Coit Road
Suite 902
Dallas, TX 75251
The above parties as a 1,250,100 9.68%
group
(1) All the 1,250,100 shares are owned beneficially and of
record by CAI. Messrs. Ellis, Glackin and Lax hold
their interest in CFC solely through their ownership of
shares of, and positions as directors and officers of,
CAI. Together with CAI, such individuals may be deemed
to comprise a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended, although nothing herein shall be deemed an
admission by any of them that a "group" exists, and
have filed a Schedule 13D with the SEC in respect of
their investment in CFC.
(2) Percentage of shares based upon 12,912,416 shares of
Common Stock, which represents the number of shares
outstanding on September 22, 1995 according to the
Company's Form 10-K for the fiscal year ended June
30, 1995.
Management's Proxy Statement is expected to set forth
information as to the number and percentage of outstanding
shares beneficially owned by (i) each person known by CFC to
own more than 5% of the outstanding Common Stock, (ii) each
director of CFC, (iii) each of the five most highly paid
executive officers of CFC, and (iv) all executive officers
and directors of CFC as a group, and reference is made
thereto for such information.
INFORMATION ABOUT PARTICIPANTS IN CAI PROXY SOLICITATION;
BACKGROUND OF THE SOLICITATION
The proxies solicited hereby are sought by CAI. Robin
R. Glackin, Steven M. Ellis, and Byron A. Lax, the sole
voting shareholders, directors and executive officers of
CAI, may also be deemed "participants" in this solicitation,
as that term is defined in Schedule 14A under the Securities
Exchange Act of 1934, as amended. The present principal
occupations of Messrs. Glackin, Ellis and Lax are as
follows: Robin R. Glackin is President, Chief Executive
Officer and a director of CAI; Steven M. Ellis is
Senior Vice President, Treasurer and a director of
CAI; and Byron A. Lax is Senior Vice President, Chief
Operating Officer and a director of CAI.
CAI's principal business relates to investments in
securities, including those of CFC and other financial
institutions.
As described above, as of October 3, 1995, CAI directly
beneficially owned 1,250,100 shares of Common Stock of the
Company, comprising approximately 9.68% of the shares of Common
Stock outstanding as of September 22, 1995. The shares of Common
Stock owned by CAI were acquired as follows: (i) 100 shares
were acquired in an open market transaction on September 27,
1991, and (ii) 1,250,000 shares were acquired upon the
exercise on May 4, 1993 of warrants to purchase an aggregate
of 1,250,000 such shares (see Appendix I, "Acquisition of
CFC Securities By CAI").
On June 14, 1993, CAI submitted a shareholder proposal
(the "Shareholder Proposal") for inclusion in CFC's proxy
materials requesting that the CFC Board seek and consider
bids in respect of such a sale or merger. After a series of
discussions with the management of CFC and representatives
of Merrill Lynch & Co., the financial advisors retained by
CFC, CAI's representatives were encouraged that the CFC
Board was focused on enhancing shareholder value. On
October 1, 1993, CAI withdrew the Shareholder Proposal upon
entering into an agreement with CFC (the "1993 Agreement")
granting CAI the right to have three representatives meet
with the CFC Board at least four times a year, including
attendance at the CFC Board's annual planning session. It
was CAI's belief that these meetings would allow CAI to
express its views with respect to potential changes in
operations, capital structure and/or ownership of CFC as a
means of enhancing stockholder value. Ultimately, these
arrangements proved unsatisfactory to CAI and its
principals, who were not provided sufficient information
concerning CFC and its operations and who were excluded from
key meetings of the CFC Board, and whose input and
participation under the 1993 Agreement were rendered largely
meaningless. The Shareholder Proposal and the 1993
Agreement are further described in Amendments No. 5 and 6 to
the Schedule 13D, filed by CAI with the SEC on June 15, 1993
and October 1, 1993, respectively.
By letter dated July 12, 1995, CAI requested (the "CAI
Request") that the CFC Board include two nominees selected
by CAI among the slate of three persons nominated by the CFC
Board for election as directors of CFC at the Meeting. CAI
also requested that CFC solicit proxies in favor of the
election of such nominees in CFC's proxy statement relating
to the Meeting.
On August 23, 1995, CFC responded by telephone to the
CAI Request (the "CFC Response"), offering to either
increase the size of the CFC Board by one seat and permit
CAI to nominate one person for inclusion on the slate of
four persons nominated for election by the CFC Board or to
designate two persons selected by CAI to fill non-voting
advisory positions on the CFC Board. In light of the
failure of CFC's management to announce any meaningful
strategic changes to enhance shareholder value, the CFC
Response was unacceptable to CAI. Accordingly, CAI decided
that in connection with the Meeting, it would solicit
proxies from the stockholders of CFC in opposition to the
solicitation by the CFC Board and in favor of the election
of the two CAI nominees to the CFC Board and the adoption of
the Sell or Merge Resolution.
On September 14, 1995, CFC delivered a letter to CAI in
which it purported to terminate the 1993 Agreement. CAI
responded to such letter on September 19, 1995, stating that
neither the actions taken by CAI nor the actions CAI
anticipated taking in the foreseeable future constituted
grounds for termination of the 1993 Agreement. Accordingly,
CAI demanded that CFC rescind its purported termination.
Except as aforesaid or in Appendix I hereto, none of
CAI, the CAI nominees, the alternative nominee nor any of
their respective affiliates or associates, directly or
indirectly, beneficially owns any shares of Common Stock of
the Company or any securities of any parent or subsidiary of
the Company, has had any relationship with the Company in
any capacity other than as a stockholder, nor is or has been
a party to any transactions, or series of similar
transactions, since July 1, 1994, nor is any currently
proposed transaction known to any of them, or series of
similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any of them or their
respective affiliates or associates had, or will have,
a direct or indirect material interest, nor has any nominee,
alternative nominee, nor CAI, nor any of their respective
affiliates or associates, entered into any agreement or
understanding with any person respecting any future
employment by the Company or its affiliates or any future
transactions to which the Company or any of its affiliates
will or may be a party. Other than the agreements by CAI's
nominees to serve as directors of the Company if elected,
there are no contracts, arrangements or understandings by
any nominee, alternative nominee, CAI or any of their
respective affiliates or associates within the past year
with any person with respect to the Company's securities.
PROXY SOLICITATION; EXPENSES
CAI will bear the entire expense of preparing,
assembling, printing and mailing this Proxy Statement and
the BLUE Proxy Card and the cost of soliciting proxies.
The total cost of this proxy solicitation (including
fees of attorneys, solicitors and advertising and printing
expenses) for CAI is estimated to be approximately $500,000.
Approximately $100,000 of such costs have been paid to date.
To the extent legally permissible, CAI will seek reimbursement
from the Company for the costs of this solicitation. CAI does
not currently intend to submit approval of such reimbursement
to a vote of stockholders of the Company at a subsequent meeting
unless required by law.
In addition to this initial solicitation by mail, proxy
solicitations may be made by CAI and Messrs. Glackin, Ellis
and Lax, without additional compensation, except for
reimbursement of reasonable out-of-pocket expenses. CAI
will pay to banks, brokers and other fiduciaries their
reasonable charges and expenses incurred in forwarding proxy
materials to their principals and in obtaining authorization
for execution of proxies.
CAI has retained Georgeson to assist in the solicitation
of proxies. CAI has agreed to pay Georgeson a fee of $30,000
($15,000 of which has already been paid) and to reimburse it
for reasonable out-of-pocket expenses. CAI has agreed to
indemnify and hold harmless Georgeson against any loss, damage,
expense (including reasonable legal fees and expenses), liability
or claim relating to or arising out of Georgeson's performance
of its agreement with CAI except where Georgeson, its
employees or agents fail to comply with the agreement,
provided, however, that CAI is not obligated to indemnify or
hold harmless Georgeson against any such loss, damage,
expense, liability or claim which results from gross
negligence, bad faith or willful misconduct on the part of
Georgeson, its employees or agents. Georgeson will solicit
proxies from individuals, brokers, banks, nominees and other
institutional holders. Approximately 20 persons will be
utilized by Georgeson in its solicitation efforts, which may
be made by telephone and telegram and in person.
ADDITIONAL INFORMATION
CAI and Messrs. Glackin, Ellis and Lax have jointly
filed with the SEC an Amended Statement on Schedule 13D, which
contains information in addition to that furnished herein.
This Amended Schedule 13D may be inspected at and copies may
be obtained from the Public Reference Section of the SEC,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.,
20549.
CAI CORPORATION
Robin R. Glackin
President
October 4, 1995
____________________
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE
CONTACT:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Toll Free (800) 223-2064
Banks and Brokerage Firms please call collect:
(212) 440-9800
APPENDIX I
ACQUISITION OF CFC SECURITIES BY CAI
On March 30, 1990, CAI sold to CFC 600,000 shares of
Variable Rate Cumulative Series A Preferred Stock of
Commercial Federal Savings and Loan Association, whose name
has been changed to Commercial Federal Bank, a Federal
Savings Bank, Omaha, Nebraska (the "Bank") and which is the
principal subsidiary of CFC, in consideration of (i) a
promissory note, due March 30, 1991, issued by CFC to
CAI in the original principal amount of $14,000,000, secured
by the purchased Preferred Stock, and (ii) a warrant
expiring March 31, 1996 to purchase 1,000,000 shares of
CFC Common Stock at an exercise price of $3.00 per share
("Warrant W-1").
Because CFC's independent funds were insufficient to
repay the CFC Note and because of regulatory restrictions on
the Bank's ability to pay dividends to CFC for that purpose,
on March 22, 1991, CFC entered into a modification agreement
with CAI pursuant to which, among other things, (i) the
dates for repayment of the CFC Note were extended, (ii)
Warrant W-1 was modified to reduce the exercise price per
share from the original $3.00 per share to $2.00 per share,
to extend the exercise date to a date six years from the
date the last principal payment is made on the CFC Note, to
allow for assignment of Warrant W-1 to certain parties and
to provide, under certain circumstances, for the
registration under the Securities Act of 1933, as amended
(the "1933 Act"), at CFC's expense, of the shares of Common
Stock issued upon exercise of Warrant W-1, and (iii) on
March 22, 1991, CFC issued to CAI a second warrant ("Warrant
W-2") to purchase 250,000 shares of CFC Common Stock for
$3.625 per share, which was the closing bid price per share
on March 21, 1991 (Warrant W-1 and Warrant W-2,
collectively, the "CFC Warrants").
On July 10, 1992 CFC prepaid the then outstanding
$11,600,495.85 balance of the CFC Note out of proceeds of an
underwritten public offering of CFC Common Stock under the
1933 Act pursuant to CFC's prospectus dated July 1, 1992.
On March 31, 1991, Mr. Glackin granted an option to
Messrs. Ellis and Lax for the purchase by each of one-third
of Mr. Glackin's ownership of CAI. Messrs. Ellis and Lax
exercised these options on March 23, 1992. As a result,
Messrs. Glackin, Ellis and Lax each currently own one-third
of the outstanding voting securities of CAI.
On September 27, 1991, CAI purchased 100 shares of CFC
Common Stock in the open market for an aggregate of $639.75
using working capital.
On May 4, 1993, CAI purchased for an aggregate of
$2,906,250 in cash an aggregate of 1,250,000 shares of CFC
Common Stock from CFC upon exercise of the CFC Warrants.
The CFC Warrants were exercised to facilitate CAI's
realization of the value of its investment. The shares of
CFC Common Stock purchased upon the exercise of the CFC
Warrants were registered by CFC under the 1933 Act under a
CFC Form S-3 Registration Statement, which became effective
on April 22, 1993.
The above transactions are reflected in the Schedule
13D filed by CAI on February 13, 1992 pursuant to Rule 13d-
2(a) of Regulation 13D-G under the Securities and Exchange
Act of 1934, as amended by Amendment No. 1 dated February
18, 1992, Amendment No. 2 dated March 23, 1992, Amendment
No. 3 dated January 21, 1993, Amendment No. 4 dated May 4,
1993, Amendment No. 5 thereto dated June 15, 1993, Amendment
No. 6 dated October 1, 1993, Amendment No. 7 dated October
6, 1993, and Amendment No. 8 dated July 12, 1995, Amendment
No. 9 dated September 7, 1995 and Amendment No. 10 dated
September 20, 1995.
[FORM OF PROXY CARD]
PROXY CARD
PROXY SOLICITED BY CAI CORPORATION ("CAI")
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF COMMERCIAL FEDERAL CORPORATION
The undersigned hereby appoints Robin R. Glackin and
Steven M. Ellis, and each of them, the proxy or proxies
of the undersigned, with full power of substitution, to
vote all shares of Common Stock, par value $.01 per
share, of Commercial Federal Corporation (the "Company")
which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders
of the Company to be held on November 21, 1995, and at
any and all adjournments or postponements thereof.
CAI RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 BELOW.
1. Election of Directors (check one box only)
/ / FOR both nominees / / WITHHOLD AUTHORITY
listed below: to vote for both
nominees listed
below:
ROBIN R. GLACKIN STEVEN M. ELLIS
(To withhold authority to vote for any individual
nominee, check the "FOR" box above and write that
nominee's name on the line provided below.)
__________________________
2. CAI's Sell or Merge Resolution as more fully de
scribed in CAI's Proxy Statement dated October 4, 1995.
/ / FOR / / AGAINST / / ABSTAIN
CAI RECOMMENDS A VOTE AGAINST PROPOSAL 3 BELOW.
3. Commercial Federal Corporation's Management
Resolution as more fully described in CAI's Proxy
Statement dated October 4, 1995.
/ / FOR / / AGAINST / / ABSTAIN
The proxies are hereby authorized to vote in their
discretion upon all other matters which may properly come
before the Meeting or any adjournments or postponements
thereof.
[REVERSE]THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION
IS INDICATED, IT WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED IN PROPOSAL 1, FOR THE ADOPTION OF THE
RESOLUTION DESCRIBED IN PROPOSAL 2, AGAINST THE ADOPTION
OF THE RESOLUTION DESCRIBED IN PROPOSAL 3 AND, IN THE
DISCRETION OF THE PROXIES, ON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF. There is cumulative voting in the
election of directors and, unless otherwise indicated by
the stockholder, a vote for the nominees listed in
Proposal 1 will give the proxies discretionary authority
to cumulate all votes to which the undersigned is entitled
and to allocate such votes in favor of one or both of such
nominees, as the proxies may determine.
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.
The undersigned hereby acknowledges receipt of the
Proxy Statement of CAI Corporation dated October 4, 1995.
DATED: , 1995
Signature
Signature, if held jointly
Title or Authority
Please sign exactly as your name
appears on this proxy. Joint owners
should each sign personally. If
signing as attorney, executor,
administrator, trustee or guardian,
please include your full title.
Corporate proxies should be signed by
an authorized officer.
PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
October 4, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Commercial Federal Corporation
Gentlemen:
On behalf of CAI Corporation, a Delaware
corporation ("CAI"), in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders
of Commercial Federal Corporation, a Nebraska corporation
(the "Company") scheduled to be held on November 21,
1995, enclosed for filing pursuant to Rule 14a-6(b)
promulgated under the Securities Exchange Act of 1934, as
amended, are definitive copies of CAI's Proxy Statement
and the form of proxy, marked to show changes from the
preliminary copies of such materials filed on October 2,
1995.
A fee of $500 has previously been paid pursuant
to Rule 14a-6(i)(3).
Comments of the Staff and any questions
relating to the enclosed materials should be communicated
by telephone to the undersigned at (212) 735-2398 or Fred
B. White III at (212) 735-2144.
Very truly yours,
Jonathan D. Bisgaier
Enclosures
cc: New York Stock Exchange
Peggy Fisher, Esq.
Max Webb, Esq.
