<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 15, 1995
Dear Fellow Stockholder:
With Commercial Federal Corporation's November 21, 1995 annual meeting now
less than one week away, we are writing one last time to urge you to join
with us in seeking a sale or merger of CFC at a price which benefits all
stockholders.
We also are very pleased to report that yesterday, Institutional
Shareholder Services, Inc. (ISS), a leading independent proxy advisory firm,
recommended to its clients that they vote:
o FOR CAI Corporation's two nominees for election to the
CFC Board (Proposal 1 on the BLUE proxy card)
o FOR CAI Corporation's Sell or Merge Resolution
(Proposal 2 on the BLUE proxy card)
o AGAINST The CFC Board's Resolution (Proposal 3 on the BLUE
proxy card)
ISS also recommended that stockholders discard the CFC Board's white proxy
card and vote only on CAI's BLUE proxy card.
Time is short and it is important that your shares be voted. Please vote
today on the BLUE proxy card. Do not vote on the CFC Board's white proxy
card, even as protest against the CFC Board. By voting on the white proxy
card, you may inadvertantly revoke your vote in favor of CAI's nominees.
Again, 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
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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.
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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