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COMMERCIAL FEDERAL CORPORATION
...........................................................................
(Name of Registrant as Specified in Its Charter)
N/A
...........................................................................
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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[Letterhead of Commercial Federal Corporation]
October 27, 1995
Dear Fellow Stockholder:
Once again, we have good news to report. For the first
quarter of fiscal 1996, Commercial Federal's momentum has
continued with impressive earnings growth, reporting net income
of $11.9 million, or $.91 per share. Your Company's record of
success is continuing, and we look forward to yet another year
of increased growth and profitability. Your Board is committed
to the continued enhancement of stockholder value, and we are
grateful for your loyalty and support.
YOUR BOARD OF DIRECTORS--A TRACK RECORD OF SUCCESS
Commercial Federal's financial results and history of
accomplishment on your behalf are the products of a dedicated,
independent and well-qualified Board of Directors and our
family of more than 1,200 hard-working employees. CAI
Corporation, a dissident stockholder, has tried to confuse the
issues by seeking to disparage the reputation and integrity of
your Board and by trying to detract from the substantial
accomplishments of your Company and its employees. CAI can
manipulate the Company's financial data in an effort to obtain
your vote, but it cannot cloud the stellar stock performance of
your Company, as the graph below makes clear. You be the
judge.
COMPARISON OF CUMULATIVE TOTAL RETURN
June 30, 1990 through June 30, 1995
[Chart: Comparison of five year cumulative total return
among Commercial Federal Corporation, the S&P 500 Index
and a peer group]
Cumulative Total Return
- - - - - - - - - - - - - - -
6/90 6/91 6/92 6/93 6/94 6/95
---- ---- ---- ---- ---- ----
Commercial Federal
Corporation............... 100 173 386 955 855 991<PAGE>
Peer Group.................. 100 107 122 138 140 177
S & P 500................... 100 78 86 88 92 107<PAGE>
Under the leadership of your current Board, Commercial
Federal has successfully guided your Company through a time of
unprecedented crisis for the entire thrift industry, has
established an exemplary record of success, and, as our 1995
Annual Report makes clear, has charted a sound course for
future growth and profitability. CAI's nominees can only
impair the combination of business expertise, experience and
independence that defines your Board.
MAXIMIZING STOCKHOLDER VALUE
CAI Corporation has embarked on a campaign seeking the
sale of your Company in the name of "maximizing stockholder
value." We fail to see how limiting the Company's options for
enhancing stockholder value will achieve this objective. We do
not believe your interests would be served either by hanging
out a "for sale" sign or by resting the strategic future of
your Company in the hands of persons who have limited
qualifications and experience and are self-interested.
Consider carefully the following:
- WHY IMPAIR A BOARD THAT HAS AN ESTABLISHED TRACK
RECORD OF SUCCESS? Your Board has successfully
implemented a strategic business plan designed to
increase profitability, position the Company for
future earnings improvement and enhance our retail
franchise. Throughout two years of meetings with the
Board, CAI has failed to add anything constructive to
boardroom deliberations other than a single-minded
imperative to sell or merge your Company and an air
of divisiveness.
- HOW WILL CAI CONTRIBUTE TO THE MANAGEMENT OF YOUR
COMPANY? Your Board is comprised of nine experienced
and seasoned business executives and professionals
averaging eight years of service leading your
Company. CAI's nominees are financial investors who
have limited qualifications and experience, are not
motivated to manage Commercial Federal in your best
interests and have no record of performance or
success, other than a lucrative investment in your
Company.
- WILL CAI LOOK OUT FOR YOUR BEST INTERESTS? Your
Board is independent and has proven its dedication to
serving the best interests of all stockholders
through a distinguished record of accomplishments,
not the least of which is the substantial enhancement
of the stock price of your Company. CAI's sole<PAGE>
objective is to cash-out now (in cash or securities)
on its investment for its own corporate purposes.
CAI's interests are not aligned with those of all
stockholders.
Unlike CAI, your Board is open to all options for
maximizing stockholder value and will not let self-interest or
a single-minded agenda dictate the course of your Company.
- Vote for experience - Vote for performance -
VOTE FOR YOUR BOARD OF DIRECTORS.<PAGE>
WHO IS BEST QUALIFIED TO MAXIMIZE
THE VALUE OF YOUR INVESTMENT?
Under the direction of your current Board of Directors,
Commercial Federal has achieved year-to-year record
profitability resulting in exceptional stock performance, as
most recently reflected in the Company's 1995 Annual Report.
Implementation of a proven strategic business plan and the
continued evaluation of all strategic alternatives for
maximizing stockholder value is a winning formula for
Commercial Federal stockholders. Consider some of your
Company's significant achievements of which your Board is
particularly proud:
6/95 XXXXXXXXXXXXXXXXXXXXXXXXXX $79.8
Income From Core 6/94 XXXXXXXXXXXXXXXXXXXXXXXX $75.4
Operations 6/93 XXXXXXXXXXXXXXXXXXX $61.1
Increases 6/92 XXXXXXXXXX $33.2
($ in millions) 6/91 XX ($4.9)
6/95 XXXXXXXXXXXXXXXXXXXXXXXXXX $309.5
6/94 XXXXXXXXXXXXXXXXXXXXXXX $279.5
Stockholders' Equity 6/93 XXXXXXXXXXXXXXXXXXXXXX $278.0
Growth 6/92 XXXXXXXXXXXXXXXXXX $236.9
($ in millions) 6/91 XXXXXXXXXXXX $165.6
10/95 XXXXXXXXXXXXXXXXXXXXXXXX $34.375
Stock Price 10/94 XXXXXXXXXXXXXXXX $22.00
Appreciation 10/93 XXXXXXXXXXXXXXX $21.75
10/92 XXXXXXXX $12.125
10/91 XXX $5.00
CAI has no similar record of performance, no proven
business plan for your Company and limited qualifications and
expertise. Why trust CAI to maximize the return on YOUR
investment.
Place your trust with those who have earned it--Vote
for your Board of Directors.<PAGE>
YOUR BOARD IS COMMITTED TO SERVING YOUR BEST INTERESTS
Your Board is, and will remain, dedicated to enhancing
value for, and serving the best interests of, all Commercial
Federal stockholders, regardless of the outcome of this proxy
contest. In this regard, we stand by our record of
accomplishments.
Your Board believes that stockholder value will be
maximized through the Board's continued adherence to the
Company's proven strategic business plan, while the Board
continues to review, with the advice of Merrill Lynch & Co.,
all strategic alternatives available to the Company. Your
Board has served your interests well and remains open to all
options available for enhancing stockholder value, including
through possible merger, acquisition and/or other business
combination transactions. VOTE IN YOUR BEST INTERESTS BY
SIGNING, DATING AND MAILING THE WHITE PROXY CARD TODAY.
- - - - - - - -
A VOTE FOR YOUR BOARD is a vote for the continued
leadership of Commercial Federal by an experienced, well-
qualified and independent board of directors dedicated to the
interests of all stockholders.
---
A VOTE FOR YOUR BOARD is a vote for a winning formula for
success.
PLEASE SUPPORT YOUR EXISTING BOARD OF DIRECTORS BY
SIGNING, DATING AND PROMPTLY MAILING THE ENCLOSED WHITE PROXY
CARD.
Thank you again for your continued loyalty and support.
On behalf of your Board of Directors.
Sincerely,
/s/ William A. Fitzgerald
William A. Fitzgerald
IMPORTANT
Your vote is important. Regardless of the number of
shares of Commercial Federal Common Stock you own, please vote
as recommended by your Board of Directors by signing, dating
and mailing your WHITE proxy card. Please act today.<PAGE>
If you own shares in the name of a brokerage firm, only
your broker can vote your shares on your behalf and only after
receiving your specific instructions. Please call your broker
and instruct him/her to execute a WHITE proxy card on your
behalf. You should also promptly sign, date and mail your
WHITE proxy card when you receive it from your broker. Please
do so for each separate account you maintain. You should
return your WHITE proxy card immediately to ensure that your
vote is counted.
If you have any questions or need assistance in voting
your shares, please call D.F. King & Co., Inc., which is
assisting us, toll-free at 1-800-714-3310.
