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
SOLICITATION OF PROXIES IN
OPPOSITION TO THE BOARD OF
COMMERCIAL FEDERAL CORPORATION
IMPORTANT
PROXY MATERIAL FROM
CAI CORPORATION
Dear Shareholder:
Enclosed is proxy material regarding your investment in Commercial
Federal Corporation. Your shares of Commercial Federal Corporation
are registered in the name of your broker as the holder of record.
YOUR SHARES CANNOT BE VOTED
UNLESS YOU GIVE YOUR SPECIFIC INSTRUCTIONS
If you wish to support CAI Corporation's nominees and proposal, you
must sign and return the BLUE PROXY CARD in the enclosed envelope.
If you have any questions or need assistance in voting your shares,
please contact:
GEORGESON & COMPANY INC.
TOLL-FREE
1-800-223-2064
A REPLY IS NECESSARY TO VOTE YOUR SHARES
PLEASE ACT PROMPTLY
[CAI Letterhead]
ANNUAL MEETING
OF COMMERCIAL FEDERAL CORPORATION
NOVEMBER 21, 1995
Dear Commercial Federal Corporation Stockholder:
Please accept our thanks for sending in your BLUE Proxy Card.
To avoid the possibility of the validity of your proxy being
challenged or disqualified for the reason(s) indicated below, we
are requesting that you sign, date and mail the enclosed new BLUE
Proxy Card with the correction indicated below in the self-
addressed envelope provided for your convenience. This new proxy
will automatically revoke any previous proxy when it is returned to
us.
( ) YOUR PREVIOUS PROXY WAS UNSIGNED. (If signing as attorney,
executor, administrator, personal representative of the
estate, corporate officer, partner, trustee, custodian or
guardian, please sign and give your full title as such.)
( ) YOUR PREVIOUS PROXY WAS UNDATED. (Please date, sign and
return the new BLUE Proxy Card in the enclosed envelope.)
( ) YOUR PREVIOUS PROXY OMITTED YOUR TITLE OR AUTHORITY. (If
signing as attorney, executor, administrator, personal
representative of the estate, corporate officer, partner,
trustee, custodian or guardian, please sign and give your full
title as such.)
( ) YOUR PREVIOUS PROXY, AS SIGNED, DID NOT CONFORM TO THE NAME
SHOWN ON THE PROXY. (Please date and sign this proxy exactly
as the registration appears on the proxy, including your full
title if signing other than in an individual capacity.)
( ) YOUR PREVIOUS PROXY WAS NOT SIGNED BY ALL JOINT OWNERS. (If
shares are registered in the name of more than one person,
each such person should sign the proxy. If a joint tenant is
deceased, please indicate that you are the surviving joint
owner.)
( ) Other_______________________________________________
____________________________________________________
Because the time before the November 21, 1995 Annual Meeting is
short, we would greatly appreciate your signing, dating and mailing
the enclosed BLUE Proxy Card as soon as possible. Please mail it
in the envelope provided for your convenience. Once again, we
greatly appreciate your support.
Sincerely,
CAI CORPORATION
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 copies of the attached definitive soliciting
material.
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.
