REVISED PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION
____________________
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 Annual Meeting of
Stockholders and at any and all adjournments or
postponements thereof (the "Meeting"). The Meeting is
scheduled to be held November 21, 1995 at the time and place
to be announced in the Notice of Annual Meeting of
Stockholders that will be sent to stockholders by the
Company. As of _____, 1995, CAI and its nominees for
election were the beneficial owners of an aggregate of
1,250,100 shares of Common Stock, representing approximately
9.71% of the outstanding shares.
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 stockholder
resolution (the "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
Resolution.
This Proxy Statement and the BLUE Proxy Card are first
being mailed or furnished to stockholders of the Company on
or about ________, 1995.
YOUR VOTE IS IMPORTANT. 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 MAIL ANY PROXY CARD OTHER THAN THE ENCLOSED BLUE
CARD IF YOU WISH TO VOTE FOR CAI'S NOMINEES OR FOR THE
RESOLUTION.
Even if you previously have voted a proxy card
furnished to you by the CFC Board , 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 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 9.71% of the outstanding shares
as of _____, 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 election of its two nominees as
directors of the Company and the adoption of the 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 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 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 the record
date ("Record Date") designated by the CFC Board as the date
for the determination of stockholders entitled to notice of,
and to vote at, the Meeting. As of the date of this Proxy
Statement, CAI believes that the CFC Board has designated
September 30, 1995 as the Record Date for such purposes.
As of _____, 1995, CAI and its nominees for election
were the beneficial owners of an aggregate of 1,250,100
shares of Common Stock, representing approximately 9.71% of
the outstanding shares. According to the Company's Form 10Q
for the period ended March 31, 1995, as of such date, there
were _____ 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 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
proxies will be voted FOR the election of CAI's two nominees
as directors and FOR the adoption of the Resolution.
With the exception of the election of directors and the
consideration of the Resolution, CAI is not aware at the
present time of any other matters which are 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 matters
not included on the enclosed BLUE proxy card, CAI intends to
either refrain from voting on any such matter or to 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 matters,
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 matters, 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.
PROXY REVOCATION
Whether or not you plan to attend the Meeting, CAI
urges you to vote FOR the CAI nominees and FOR the
Resolution by signing, dating and returning the BLUE Proxy
Card in the enclosed envelope. You can do this even if you
have already sent a different proxy card solicited by the
CFC Board. It is the latest date 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 &
Co., Wall Street Plaza, New York, New York, 10005, or the
Company, _____. 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 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 Securities and Exchange Commission 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. According to the proxy statement sent by CFC
to stockholders in connection with the November 15, 1994
Annual Meeting of CFC stockholders, 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. The CFC Board is expected to nominate three
persons for the three positions being filled at the Meeting.
Therefore there will likely 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 the
proxy card furnished by CFC will not be able to vote for the
CAI 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 proxy card.
With respect to the voting upon the adoption of the
Resolution and on any other matter presented to stockholders
at the Meeting, 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 Resolution and any such other matter
and broker non-votes will have no effect in the adoption of
the Resolution or any such other matter.
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 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 19 80 .
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
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 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 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 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 RESOLUTION
CAI intends to present the Resolution set forth below
for a vote at the Meeting. CAI RECOMMENDS THAT YOU VOTE
"FOR" THE RESOLUTION.
The text of the 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 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 Resolution will not be binding on the CFC Board. CAI
believes, however, that if the Resolution receives
substantial support from stockholders, the CFC Board may
choose to carry out the requests set forth in the
Resolution.
The 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 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 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.
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, any other matter that may properly
come before the Annual Meeting. With the exception of the
election of directors and the consideration of the
Resolution, CAI is not aware at the present time of any
other matters which are 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 matters not included on
the enclosed BLUE proxy card, CAI intends to either refrain
from voting on any such matter or to 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 matters, 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 matters, 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 September
__, 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
Shares Shares
Name (and address Beneficially Beneficially
of 5% shareholders) Owned Owned
CAI Corporation 1,250,100 [9.71%](2)
12770 Coit Road
Suite 902
Dallas, TX 75251
Robin R. Glackin 1,250,100(1) [9.71%](2)
12770 Coit Road
Suite 902
Dallas, TX 75251
Steven M. Ellis 1,250,100(1) [9.71%](2)
12770 Coit Road
Suite 902
Dallas, TX 75251
Byron A. Lax 1,250,100(1) [9.71%](2)
12770 Coit Road
Suite 902
Dallas, TX 75251
The above parties as a 1,250,100 [9.71%](2)
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(a)(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 _____ shares of Common
Stock, which represents the number of shares
outstanding according to the Company's Form 10Q for the
quarter ended March 31, 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
and 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 Director of CAI; Steven M. Ellis is Senior Vice
President, Treasurer and Director of CAI; and Byron A. Lax
is Senior Vice President, Chief Operating Officer and
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 the date of this Proxy
Statement, CAI directly beneficially owned 1,250,100 shares
of Common Stock of the Company, comprising approximately
9.71% of the outstanding shares of Common Stock. 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 A,
"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 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 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
__________, 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, 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, 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) is estimated to be approximately $______.
Approximately $________ 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 $__________ ($________ 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 ____ 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 Securities and Exchange Commission (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
September __, 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 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, 1990, 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, 1992 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. Mr. 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 13, 1995 and
Amendment No. 9 dated September __, 1995.
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[FORM OF PROXY CARD]
REVISED PRELIMINARY PROXY MATERIALS SUBJECT
TO COMPLETION
PROXY
CARD PROXY SOLICITED BY CAI CORPORATION
IN OPPOSITION TO THE BOARD OF DIRECTORS
OF COMMERCIAL FEDERAL CORPORATION
The undersigned hereby appoints and
, 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 Shareholders of the
Company to be held on November 21, 1995, and at any and
all adjournments or postponements thereof.
CAI RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
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. Adoption of the resolution more fully described
in the Proxy Statement dated , 1995,
requesting the Board of Directors of the Company to take
certain actions in furtherance of a sale or merger of the
Company.
/ / 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 ITEM 1, FOR THE ADOPTION OF
THE RESOLUTION DESCRIBED IN ITEM 2 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 Item 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 ITEM 1 AND FOR THE RESOLUTION DESCRIBED
IN ITEM 2 .
The undersigned hereby acknowledges receipt of the
Proxy Statement of CAI Corporation dated , 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.
