<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For use of the
[ X ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
COMMERCIAL FEDERAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Rules 0-11(c)(1)(iii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $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.
1. Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5. Total Fee Paid:
----------------------------------------------------------------------
[ X ] Fee paid previously with preliminary materials.
[ ] 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:
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2. Form, Schedule or Registration Statement No.:
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3 Filing Party:
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4. Date Filed:
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<PAGE>
[COMMERCIAL FEDERAL CORPORATION LETTERHEAD]
October 6, 1995
ANNUAL MEETING
NOVEMBER 21, 1995
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Commercial Federal Corporation (the "Corporation") to 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. Your Board
of Directors and Management look forward to greeting personally those
stockholders able to attend.
At this meeting, as set forth in the accompanying Notice of Annual Meeting
and Proxy Statement, stockholders will be asked to consider and act upon (i)
the election of three directors for a three-year term (the Board having
nominated William A. Fitzgerald, Sharon G. Marvin and Michael T. O'Neil); (ii)
a proposal of the Corporation's Board of Directors relating to the Board's
active and ongoing evaluation of the Corporation's strategic alternatives; and
(iii) a stockholder proposal. During the meeting, we will also report on the
operations of the Corporation and its principal subsidiary, Commercial Federal
Bank, a Federal Savings Bank. Directors and officers of the Corporation will
be present to respond to any questions you may have.
Your vote is important, regardless of the number of shares you own. We urge
you to sign, date and mail the enclosed proxy as soon as possible, even if you
currently plan to attend the annual meeting. This will not prevent you from
voting in person, but will assure that your vote is counted if you are unable
to attend the meeting.
On behalf of your Board of Directors, thank you for your continued support.
Sincerely,
William A. Fitzgerald
James A. Laphen
Chairman of the Board and Chief Executive Officer
President and Chief
Operating Officer
<PAGE>
COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 21, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Commercial Federal Corporation (the "Corporation") will be held
at the Holiday Inn Central Convention Centre, "Holiday C" Meeting Room, 3321
South 72nd Street, Omaha, Nebraska, on Tuesday, November 21, 1995, at 10:00
a.m.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Corporation;
2. A proposal of the Board of Directors relating to the Board's active
and ongoing evaluation of the Corporation's strategic alternatives;
3. A stockholder proposal as described in the accompanying proxy
statement, if properly presented at the Meeting; and
4. Such other matters as may properly come before the Meeting or any
adjournments or postponements thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing matters at the Meeting on the date
specified above or on any date or dates to which, by original or later
adjournment or postponement, the Meeting may be adjourned or postponed.
Pursuant to the Bylaws of the Corporation, the Board of Directors has fixed
the close of business on October 10, 1995, as the record date for
determination of the stockholders entitled to notice of and to vote at the
Meeting and any adjournments or postponements thereof.
You are requested to sign and date the enclosed form of proxy which is
solicited by the Board of Directors and to mail it promptly in the enclosed
postage-paid envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Gary L. Matter
Secretary
Omaha, Nebraska
October 6, 1995
IT IS IMPORTANT THAT YOUR SHARES ARE REPRESENTED AND VOTED AT THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND PROMPTLY
MAIL YOUR ENCLOSED WHITE PROXY CARD. STOCKHOLDERS WITH QUESTIONS OR REQUIRING
ASSISTANCE MAY CALL D.F. KING & CO., INC., WHICH IS ASSISTING YOUR
CORPORATION, TOLL-FREE AT (800) 714-3310.
<PAGE>
PROXY STATEMENT
OF
COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 21, 1995
GENERAL
This Proxy Statement and the enclosed White Proxy Card are furnished in
connection with the solicitation of proxies by the Board of Directors of
Commercial Federal Corporation (the "Corporation"), to be used at the Annual
Meeting of Stockholders of the Corporation and at any adjournments or
postponements thereof (the "Meeting") which will be held at the Holiday Inn
Central Convention Centre, "Holiday C" Meeting Room, 3321 South 72nd Street,
Omaha, Nebraska, on Tuesday, November 21, 1995, at 10:00 a.m. The accompanying
Notice of Annual of Meeting, this Proxy Statement and the White Proxy Card are
being first mailed to stockholders on or about October 7, 1995.
VOTING AND REVOCABILITY OF PROXIES
The close of business on October 10, 1995, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting. As of October 3, 1995, the Corporation had outstanding 14,288,705
shares of common stock, par value $.01 per share ("Common Stock"), including
shares issued in connection with the Corporation's acquisition of Railroad
Financial Corporation. (All share ownership information presented in this
Proxy Statement assumes that the maximum number of fractional shares that
could be issued in connection with such acquisition will in fact be issued.)
Holders of Common Stock are entitled to one vote per share for the election of
directors, subject to the right to cumulate votes as described below, and upon
all matters on which stockholders are entitled to vote.
Proxies solicited by the Board of Directors of the Corporation which are
properly executed and returned to the Corporation will be voted at the
Meeting, and any adjournments or postponements thereof, in accordance with the
directions given thereon. Executed proxies on which no directions are
indicated will be voted FOR Proposal 1 (the election of the Corporation's
nominees as directors) and Proposal 2 and AGAINST Proposal 3. If any other
matters are properly brought before the Meeting, the proxies solicited by the
Board of Directors will be voted on such matters as determined by a majority
of the Board. Other than the election of three directors to the Board of
Directors and the consideration of Proposals 2 and 3, the Board of Directors
is not currently aware of any other matters to be brought 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 thereat. 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. Assuming a quorum is present, under Nebraska law
directors shall be elected by a plurality of votes cast by stockholders at the
Meeting (abstention and broker non-votes not being considered in determining
the outcome of the election). All other action to be taken at the Meeting
requires the affirmative vote of a majority of the shares represented and
entitled to vote at the Meeting (accordingly, abstentions will have the same
effect as votes cast against any such action and broker non-votes will not
affect the outcome of any such action).
Pursuant to the Bylaws of the Corporation and Nebraska law, every
stockholder entitled to vote for the election of directors has the right to
vote the number of shares owned thereby 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 and
to cast such votes for one director or distribute them among any number
<PAGE>
of candidates. Unless otherwise indicated by the stockholder, a vote FOR the
Board of Directors' nominees on the accompanying White Proxy Card will give
the proxies named therein discretionary authority to cumulate all votes to
which the stockholder is entitled and to allocate such votes in favor of one
or more of the Board's nominees, as the proxies may determine. Additionally,
executed proxies will confer discretionary authority on the proxies named
therein to vote with respect to the election of any person recommended by the
Board of Directors as a director where the nominee is unable to serve or for
good cause will not serve (an event not now anticipated).
Execution of a White Proxy Card will not affect your right to attend the
Meeting and to vote in person. A stockholder executing a proxy (including a
proxy solicited other than by the Board of Directors) may revoke such proxy at
any time before it is voted by (i) filing a written notice of revocation with
the Secretary of the Corporation at the address provided above, (ii) filing a
duly executed proxy bearing a later date, or (iii) attending and voting in
person at the Meeting. Attendance at the Meeting without voting thereat will
not revoke a proxy previously executed and duly submitted by you.
2
<PAGE>
PRINCIPAL STOCKHOLDERS
Persons and groups owning in excess of 5.0% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended. Based upon such reports, and certain other
available information, the following table sets forth, as of October 3, 1995,
certain information as to the Common Stock beneficially owned (i) by those
persons who owned more than 5.0% of the outstanding shares of Common Stock,
(ii) by each of the executive officers listed in the Summary Compensation
Table on page 10, and (iii) by all executive officers and directors of the
Corporation as a group. Management knows of no persons, other than those shown
below, who owned more than 5.0% of the Corporation's outstanding shares of
Common Stock at October 3, 1995.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
BENEFICIAL COMMON STOCK
BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
---------------- ------------ ------------
<S> <C> <C>
CAI Corporation................................... 1,250,100(2) 8.61%(2)
Robin R. Glackin
Steven M. Ellis
Byron A. Lax
12770 Coit Road
Suite 902
Dallas, Texas 75251
FMR Corp. ........................................ 946,100 6.52
82 Devonshire Street
Boston, Massachusetts 02109
William A. Fitzgerald............................. 280,880(3) 1.93
James A. Laphen................................... 74,512(3) 0.51
Gary L. Matter.................................... 17,269(3) 0.12
Terry A. Taggart.................................. 25,764(3) 0.18
Gary D. White..................................... 33,433(3) 0.23
All Executive Officers and Directors as a Group
(24 persons)..................................... 754,193(3) 5.19%
</TABLE>
- --------
(1) As to ownership of shares by executive officers and directors, includes
certain shares of Common Stock owned by businesses in which the director
or executive officer is an officer or major stockholder, or by spouses or
as a custodian or trustee for minor children, over which shares the named
individual or all executive officers and directors as a group effectively
exercise sole or shared voting and investment power, unless otherwise
indicated.
(2) The respective interests of Messrs. Glackin, Ellis and Lax are held
through CAI Corporation, of which Mr. Glackin is president and one-third
owner, and Messrs. Ellis and Lax are each one-third owners.
(3) Includes 192,298, 30,370, 4,769, 19,390, 19,344 and 347,386 shares,
respectively, which Messrs. Fitzgerald, Laphen, Matter, Taggart and White
and all executive officers and directors as a group have the right to
purchase pursuant to the exercise of stock options, as well as stock held
in retirement accounts or funds for the benefit of the named individuals
or group.
3
<PAGE>
PROPOSAL 1--ELECTION OF DIRECTORS
The Corporation's Board of Directors is composed of nine members. The
Corporation's Articles of Incorporation provide that directors are to be
elected for terms of three years, one-third of whom are to be elected
annually. Three directors will be elected at the Meeting to serve for a three-
year period or until their respective successors have been elected and
qualified. The Corporation's Board of Directors has nominated to serve as
directors William A. Fitzgerald, Sharon G. Marvin and Michael T. O'Neil, all
of whom are currently members of the Board.
If any nominee is unable to serve, the shares represented by all valid
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board knows of no reason why any
nominee might be unavailable to serve.
The Board of Directors intends to vote all of the shares for which it is
given proxies, to the extent permitted thereunder, FOR the election of the
Board's nominees and intends to cumulate votes so as to maximize the number of
such nominees elected to serve as directors of the Corporation.
The following table sets forth the names of the Board's nominees for
election as directors and of those directors who will continue to serve as
such after the Meeting. Also set forth is certain other information with
respect to each person's age, the year he or she became a director, the
expiration of his or her term as a director, and the number and percentage of
shares of Common Stock beneficially owned at October 3, 1995. At present, each
director of the Corporation is also a member of the Board of Directors of the
Corporation's wholly owned subsidiary, Commercial Federal Bank, a Federal
Savings Bank (the "Bank"). THE BOARD OF DIRECTORS OF THE BANK IS ELECTED BY
THE CORPORATION AS THE SOLE STOCKHOLDER OF THE BANK. THE SELECTION OF NOMINEES
FOR THE ELECTION OF DIRECTORS OF THE BANK IS WITHIN THE DISCRETION OF THE
BOARD OF DIRECTORS AND DIRECTOR NOMINEES FOR THE BANK ARE SELECTED BY A
MAJORITY VOTE OF THE BOARD OF DIRECTORS. AT PRESENT, NO FORMAL ACTION HAS BEEN
TAKEN BY THE BOARD OF DIRECTORS CONCERNING WHETHER ANY REPRESENTATIVE OF CAI
WHO MIGHT BE ELECTED TO THE BOARD OF DIRECTORS (AS DISCUSSED BELOW UNDER "CAI
SOLICITATION") WOULD BE ASKED TO SERVE AS A DIRECTOR OF THE BANK.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
YEAR FIRST BENEFICIALLY
AGE AT ELECTED AS CURRENT TERM OWNED AT PERCENT
NAME OCTOBER 3, 1995 DIRECTOR TO EXPIRE OCTOBER 3, 1995(1) OF CLASS
---- --------------- ---------- ------------ ------------------ --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERMS TO EXPIRE IN 1998
William A. Fitzgerald... 57 1984 1995 280,880(2) 1.93%
Sharon G. Marvin........ 58 1984 1995 16,392(2) 0.11%
Michael T. O'Neil....... 59 1984 1995 13,912 0.10%
DIRECTORS CONTINUING IN OFFICE
Robert F. Krohn......... 62 1984 1996 84,312 0.58%
Charles M. Lillis....... 53 1988 1996 4,487(2) 0.03%
Robert S. Milligan...... 50 1987 1996 5,303(2) 0.04%
Talton K. Anderson...... 58 1991 1997 17,590 0.12%
Carl G. Mammel.......... 62 1991 1997 52,090 0.36%
James P. O'Donnell...... 47 1991 1997 2,817 0.02%
</TABLE>
- --------
(1) Includes certain shares of Common Stock owned by businesses in which the
director is an officer or major stockholder or by a spouse, or as a
custodian or trustee for minor children, over which shares the named
individual effectively exercises sole or shared voting and investment
power, unless otherwise indicated. Also includes shares held in retirement
accounts or funds for the benefit of the named individuals.
(2) Includes 117,839, 3,000, 1,500 and 3,000 shares which may be purchased
pursuant to the exercise of stock options by directors Fitzgerald, Marvin,
Lillis and Milligan, respectively.
The principal occupation of each director of the Corporation for the last
five years is set forth below.
4
<PAGE>
WILLIAM A. FITZGERALD--Chairman of the Board and Chief Executive Officer of
the Corporation and Bank. Mr. Fitzgerald joined the Bank in 1955. He was named
Vice President in 1968, Executive Vice President in 1973, President in 1974,
Chief Executive Officer in 1983 and Chairman of the Board in 1994. Mr.
Fitzgerald is well known in the banking community for his participation in
numerous industry organizations, including: the Federal Home Loan Bank Board,
the Nebraska League of Savings Institutions and the board of America's
Community Bankers. He is actively involved civically in the Greater Omaha
community serving in leadership roles with major civic, philanthropic and
educational organizations. Mr. Fitzgerald joined Commercial Federal's Board of
Directors in 1973. Committee memberships: Executive (1990-present); Finance
(1992-present); Executive Personnel (1985-1987); Stock Option (1984-1985);
Personnel (1982-1984).
TALTON (TAL) K. ANDERSON--Owner and President of three automobile
dealerships in Omaha, Nebraska, as well as one in Lincoln, Nebraska. Mr.
Anderson is also the President of a Nebraska-based automobile leasing company
and a reinsurance company. Mr. Anderson has been a shareholder of Baxter
Chrysler Plymouth since 1960 and became sole owner in 1984. In 1988, he
acquired Southroads Toyota and has been owner of Lexus of Omaha since 1990. In
1993 he bought Lincoln Dodge of Lincoln, Nebraska. Mr. Anderson incorporated
Protection Life, a reinsurance company, in 1974. Mr. Anderson also serves on
the Board of Trustees for Boys Town and is actively involved with the
University of Nebraska at Omaha Alumni Board and the University of Nebraska
College of Business Administration Advisory Board. Mr. Anderson joined
Commercial Federal's Board of Directors in November 1991. Committee
memberships: Audit (1992-present); Compensation and Stock Option (1993-
present).
ROBERT F. KROHN--President of Krohn Corporation, a management and strategic
planning firm based in Omaha, Nebraska. Mr. Krohn served as Chairman of the
Board of Directors for Commercial Federal Corporation from 1990 through 1994.
He is the former President and Chief Executive Officer of HDR, Inc., an
international architecture, planning and engineering firm. In addition to
Commercial Federal's Board of Directors, Mr. Krohn serves on the boards of
Ameritas Financial Services, Inc., Streck Laboratories, PSI Group, Inc.,
Shadow Ridge Management Company, Midwest Research Institute and Immanuel
Health Care Systems. He is active in community and state activities. Mr. Krohn
has served on Commercial Federal's Board of Directors since January 1984.
Committee memberships: Executive Committee (1990-present); Finance (1991-
present); Compensation and Stock Option (1995-present); Executive Personnel
(1986 & 1990); Stock Option (1985 & 1990-1992); Personnel (1985).
CHARLES M. LILLIS--President and Chief Executive Officer of U S WEST Media
Group, the international, cellular, directory publishing and cable television
units of US WEST, Inc. Mr. Lillis currently serves in advisory capacities at
the University of Colorado, the University of Oregon and the Wharton Business
School. He has served on Commercial Federal's Board of Directors since June
1988 and serves on SuperValu's Board. Committee memberships: Finance (1992-
present); Audit (1991); Executive Personnel (1989); Compensation and Stock
Option (1988-1990).
CARL G. MAMMEL--Chairman of the Board of Mammel & Associates, a consulting
firm providing services in executive benefits, employee benefits planning and
wealth transfer planning. Mr. Mammel is considered one of the nation's top
experts in the field of employee benefit planning and executive benefits. He
is also a managing partner and Executive Vice President of M Financial
Corporation, a network of financial service firms throughout the United
States. Mr. Mammel is also a member of the boards of M Life, M Financial
Management Partnership, The Salvation Army, Childrens Hospital and Epsen
Hillmer Graphics Co. He is also President of the Omaha Community Foundation.
Mr. Mammel joined Commercial Federal's Board of Directors in November 1991.
Committee memberships: Finance (1992-present); Compensation and Stock Option
(1993-present).
SHARON G. MARVIN--Nebraska civic leader and real estate consultant. Ms.
Marvin was the top team producer for her real estate firm, selling more than
$10.5 million of real estate during the past year. During the past seven
years, she has served in numerous leadership positions in the real estate
industry. Ms. Marvin was recently appointed to the National Board of Directors
for United Way of America. Additionally, she is co-chairman of the United Way
Regional Council representing ten states and a governing member of United Way
of America Audit Committee. She is a board member of numerous organizations,
including: the University of
5
<PAGE>
Nebraska Foundation, the University of Nebraska Council on Economic Education
and the Nebraska Supreme Court Judicial Selection Committee. Ms. Marvin joined
Commercial Federal's Board of Directors in May 1980. Committee memberships:
Audit (1990-present); Executive Personnel (1986-1989); Stock Option (1986-
1989); Personnel (1985).
ROBERT S. MILLIGAN--Chairman of the Board and Chief Executive Officer of MI
Industries, a protein processing company headquartered in Lincoln, Nebraska,
which produces products for pharmaceutical, biological and research markets
throughout the world. Mr. Milligan trained as an attorney specializing in
corporate law and taxation, has held positions with the U.S. Department of
Justice, the U.S. Office of Trade, the Environmental Protection Agency and the
U.S. Department of Commerce. His civic board memberships also include: Bryan
Memorial Hospital, Nebraska Wesleyan University, Boy Scouts and Nebraska
Council on Economic Education. Mr. Milligan joined Commercial Federal's Board
of Directors in June 1987. Committee memberships: Audit (1990-present);
Executive Committee (1992-present).
JAMES P. O'DONNELL--Senior Vice President and Chief Financial Officer of
ConAgra, Inc., an Omaha, Nebraska-based international diversified food company
with annual sales of approximately $24 billion. Mr. O'Donnell, a certified
management accountant, is responsible for ConAgra's finance, control and
reporting, risk management, tax, and internal audit functions. He is active in
the Greater Omaha community and is also a member of several civic boards and
currently serves as Chairman of the Board of Quality Living, Inc., an Omaha
rehabilitative center. Mr. O'Donnell has served on Commercial Federal's Board
of Directors since June 1991. Committee memberships: Finance (1991-present);
Compensation and Stock Option (1993-present).
MICHAEL T. O'NEIL, M.D.--Dr. O'Neil is involved in the private practice of
orthopedic surgery and is currently a member of the volunteer faculty of the
University of Nebraska Medical Center. After residencies at Duke University
Medical Center and Shriners Hospital for Crippled Children, as well as a
distinguished military career, Dr. O'Neil began his private practice in 1971
and was board certified by the American Board of Orthopedic Surgeons in 1972.
Dr. O'Neil's professional memberships include: American Medical Association
and the American Academy of Orthopedic Surgeons. Dr. O'Neil's work has been
published in numerous medical journals. Dr. O'Neil joined Commercial Federal's
Board of Directors in September 1980. Committee memberships: Executive (1990-
present); Audit (1990-present); Stock Option (1986-1992); Executive Personnel
(1986-1990).
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the Board
and through its committees, which permits the Board to more efficiently
discharge its duties. During the fiscal year ended June 30, 1995, the Board of
Directors held seven meetings. No director attended fewer than 75% of the
total meetings of the Board of Directors and committees on which such Board
members served.
The Corporation's audit committee is currently comprised entirely of non-
employee directors Anderson, Marvin, Milligan and O'Neil (Chairman). This
committee's function is to approve the outside accounting firm for use by the
Corporation and Bank and to review regulatory examination reports. This
committee conducts its business through the Bank's audit committee and serves
as the liaison with the Bank's internal audit department. The audit committee
meets quarterly or on an as needed basis. During the fiscal year ended June
30, 1995, the audit committee met six times.
The Corporation's Compensation Committee is currently comprised entirely of
non-employee directors Anderson, Krohn, Mammel (Chairman) and O'Donnell. This
Committee is responsible for developing the Corporation's executive
compensation policies generally, and for implementing those policies for the
Corporation's executive officers and the Bank's senior executive officers (the
Chairman of the Board and Chief Executive Officer of the Corporation and the
Bank and the President and Chief Operating Officer of the Corporation and
Bank). See "Executive Compensation--Compensation Committee Report on Executive
Compensation." The compensation committee met twice during the fiscal year
ended June 30, 1995.
6
<PAGE>
The Corporation's full Board of Directors currently acts as a nominating
committee for the annual selection of its nominees for election as directors.
While the Board of Directors will consider nominees recommended by
stockholders, it has not actively solicited recommendations from the
Corporation's stockholders for nominees nor, subject to the procedural
requirements set forth in the Corporation's Articles of Incorporation and
Bylaws, are there any formal procedures for this purpose. The Board of
Directors held one meeting in its capacity as nominating committee during
fiscal year 1995.
The Corporation's finance committee is currently comprised of Directors
Fitzgerald, Krohn, Lillis, Mammel and O'Donnell (Chairman) and met four times
during the 1995 fiscal year.
The Corporation's executive committee is comprised of Directors Fitzgerald
(Chairman), Krohn, Milligan and O'Neil. This committee transacts necessary
business between Board meetings and met five times during the fiscal year
ended June 30, 1995.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Overview and Objectives
Composed exclusively of outside directors, Talton K. Anderson, Robert F.
Krohn, Carl G. Mammel and James P. O'Donnell, the Compensation Committee (the
"Committee") of the Board of Directors establishes the Corporation's and the
Bank's executive compensation policies. The Committee is responsible for
developing the Corporation's and the Bank's executive compensation policies
generally, and for implementing those policies for the Corporation's executive
officers and the Bank's senior executive officers (the Chairman of the Board
and Chief Executive Officer of the Corporation and the Bank and the President
and Chief Operating Officer of the Corporation and Bank). The Chief Executive
Officer of the Bank, under the direction and pursuant to the policies of the
Committee, implements the executive compensation policies for the remainder of
the Bank's executive officers. The Corporation established structured
compensation guidelines recommended by an outside professional consulting firm
in fiscal year 1994. These guidelines were used in fiscal year 1995 and
updated using professional surveys from the financial services industry. The
results of the study and applicable updates indicated that the Corporation's
existing compensation programs were within reasonable and appropriate
guidelines.
The Committee's overall objectives in designing and administering the
specific elements of the Corporation's and the Bank's executive compensation
program are as follows:
. To align executive compensation to increases in shareholder value, as
measured by favorable long-term operating results and continued
strengthening of the Corporation's financial condition.
. To provide incentives for executive officers to work towards achieving
successful annual results as a step in achieving the Corporation's long-
term operating results and strategic objectives.
. To link, as closely as possible, executive officers' receipt of incentive
awards with the attainment of specified performance objectives.
. To maintain a competitive mix of total executive compensation with
particular emphasis on awards directly related to increases in long-term
shareholder value.
. To attract, retain and motivate top performing executive officers in a
cost effective manner for the long-term success of the Corporation.
In furtherance of these objectives, the Corporation's executive compensation
program for fiscal year 1995 consisted of the following components.
. BASE SALARY. The Committee makes recommendations to the Board concerning
executive compensation on the basis of regional and national surveys of
salaries paid to executive officers of other savings and loan holding
companies, non-diversified banks and other financial institutions similar to
the Corporation in size,
7
<PAGE>
market capitalization and other characteristics. The Committee's objective is
to provide base salaries that are reasonably competitive with the average
salary paid by the Corporation's peers as identified in such surveys. To that
end, the Committee establishes a salary "grade range" for each executive
officer based on the range of salaries paid by the Corporation's peer group,
as identified in such surveys, and seeks to provide for executive officer
salaries at or near the midpoint of the range to ensure the competitiveness of
these salaries.
. EXECUTIVE INCENTIVE PLAN. The Corporation maintains an Executive Incentive
Plan which provides for annual incentive compensation based on achieving a
combination of Corporation and individual performance objectives. Under this
plan, the Committee establishes challenging corporate objectives, such as a
targeted level of annual net income, at the beginning of the fiscal year. If
the Corporation meets such objectives, an amount equal to 4.5 percent of net
income is set aside for payment to executive officers (defined for this
purpose as the Bank's Chief Executive and Chief Operating Officers, Senior and
First Vice Presidents and such other officers as are designated by the
Committee for any fiscal year) as short-term and long-term compensation. If
the Corporation meets less than a designated percentage (85.0% for fiscal year
1995) of the performance objectives established for a fiscal year, no funds
are made available for awards under this plan for such fiscal year. If the
Corporation meets between designated percentages (between 85.0% and 100.0% for
fiscal year 1995) of the specified objectives, an amount between 2.25% and
4.5% of net income is set aside. Additionally, if the Corporation meets
between 100.0% and 120.0% for fiscal year 1995 of the specified objectives,
non-incentive stock options, not to exceed 1.0% of outstanding shares may be
issued. During fiscal year 1995, cash compensation under the plan was limited
to 50.0% of the Chief Executive Officer's and Chief Operating Officer's
salaries and 35.0% of the remaining executive officers' salaries. The
remaining dollars in the pool were allocated to long-term compensation awards
in the form of restricted stock not to exceed 50.0% of the Chief Executive
Officer's and Chief Operating Officer's salaries and 35.0% of the remaining
executive officers' salaries. The excess was allocated to assist with a key
manager cash incentive plan and the balance reverted back to the Corporation.
Non-incentive stock options in the amount of 61,716 shares (.67% of
outstanding shares) were awarded to executives and key managers upon
achievement of 100.0% of performance goals. See the Summary Compensation Table
on page 10. Corporate performance is evaluated without reference to non-
recurring or extraordinary items affecting operating results.
The plan provides that following allocations of cash bonuses as provided
above, the Committee shall inform the Corporation's Stock Option and Incentive
Plan Committee (the "Stock Option Committee") of such allocations. Pursuant to
a policy adopted in June 1993 by the Stock Option Committee, whose members are
all outside directors, the Stock Option Committee will determine, in its
discretion, whether, to whom and in what amounts restricted stock and non-
incentive stock options will be awarded for any fiscal year. Shares of
restricted stock awarded under this policy will generally vest over five
years, assuming the individual's continued service with the Corporation or the
Bank, thus helping to retain qualified executives. Stock options granted under
this policy to date vest immediately. This policy may be amended or terminated
at any time by action of the Committee.
An individual's eligibility for receiving awards under the Executive
Incentive Plan, and the size of his or her awards, is dependent on the extent
to which he or she achieves certain individualized performance objectives
established at the beginning of the fiscal year. These objectives vary on the
basis of the individual officer's position with the Corporation and/or the
Bank, and relate both to the officer's individual performance and the
Corporation's corporate performance.
The Committee believes that this plan provides a direct link between the
value created for the Corporation's shareholders and the compensation paid to
executive officers. As previously mentioned, executive officers are not
eligible to receive any compensation under this plan for a given fiscal year
unless the Corporation's net income for that year exceeds 85.0% of a
predetermined goal. The distribution of awards under the plan is determined by
the relative success of individual executive officers in meeting specified
performance objectives. Fulfillment of these objectives promotes both the
short- and the long-term success of the Corporation and is in the best
interests of all the shareholders. During fiscal year 1995, the Corporation's
net income exceeded the targeted level under the plan and, as reflected in the
Summary Compensation Table on page 10, executive officers
8
<PAGE>
received awards in the form of cash bonuses under this plan and shares of
restricted stock and non-incentive stock options under the policy of the Stock
Option Committee described below.
. STOCK OPTION AND INCENTIVE PLAN. The Corporation maintains a Stock Option
and Incentive Plan as a means of providing key employees the opportunity to
acquire a proprietary interest in the Corporation and to align their interests
with those of the Corporation's stockholders. Under this plan, participants
are eligible to receive stock options, stock appreciation rights ("SARs") and
shares of restricted stock. Awards under the plan are subject to vesting and
forfeiture as determined by the Committee. Options and SARs are granted at the
market value of the Common Stock on the date of grant. Thus, such awards
acquire value only if the Corporation's stock price increases. Restricted
stock is granted at no cost. In June 1993, the Stock Option Committee adopted
a policy pursuant to which restricted stock may be granted under the Stock
Option and Incentive Plan following the allocation of cash bonuses to
executive officers under the Corporation's Executive Incentive Plan. Pursuant
to this policy, as amended in June 1994, effective as of June 30, 1995, an
aggregate of 28,417 shares of restricted stock and 29,693 non-incentive stock
options were granted to the senior executive officers and other executive
officers of the Corporation and the Bank. The value of such awards to the
Chief Executive Officer and certain other executive officers is reflected in
the Summary Compensation Table on page 10. The Committee believes that this
plan aligns shareholder and officer's interests and helps to retain and
motivate executive officers to improve long-term shareholder value.
Compensation of the Chief Executive Officer
The Committee determines the Chief Executive Officer's compensation on the
basis of several factors. In determining Mr. Fitzgerald's base salary for
fiscal year 1995, the Committee conducted surveys of compensation paid to
chief executive officers of similarly situated thrifts and non-diversified
banks both regionally and nationally. Mr. Fitzgerald received both short- and
long-term compensation under the Executive Incentive Compensation Program in
fiscal year 1995 based on his achievement of objectives established by the
Committee in the following areas:
. Return on Average Assets
. Core Profitability
. Leadership Inside and Outside Corporation
. Capital Compliance and Regulatory Guidelines
Mr. Fitzgerald exceeded all his performance objectives in these areas during
fiscal year 1995. Accordingly, he received a cash bonus equal to 50% of his
annual salary. Pursuant to the policy of the Stock Option Committee adopted in
June 1994, effective as of June 30, 1995, Mr. Fitzgerald received 7,049 shares
of restricted stock with a value of $192,085, based on the closing sales price
of the Common Stock of $27.25 at June 30, 1995, which shares vest over a
period of five years. He also received non-incentive stock options to purchase
5,903 shares of Common Stock at an exercise price of $27.31 per share. Such
options vest at the date of grant.
The Committee believes that the Corporation's executive compensation program
serves the Corporation and all of its shareholders by providing a direct link
between the interests of executive officers and those of shareholders
generally, and by helping to attract and retain qualified executive officers
who are dedicated to the long-term success of the Corporation.
COMPENSATION COMMITTEE
Talton K. Anderson
Robert F. Krohn
Carl G. Mammel
James P. O'Donnell
9
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by (i) the Chief Executive
Officer, and (ii) the four highest paid executive officers of the Corporation
and the Bank whose salary and bonus earned in fiscal 1995 exceeded $100,000
for services rendered in all capacities to the Corporation and its
subsidiaries.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION(1) AWARDS
----------------------- -------------------------
NAME AND PRINCIPAL RESTRICTED STOCK OPTIONS/ ALL OTHER
POSITION YEAR SALARY BONUS AWARDS(2) SARS(3) COMPENSATION(4)
------------------ ---- ----------- ----------- ---------------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William A. Fitzgerald... 1995 $ 372,514 $ 192,500 $192,085 5,903 $ 29,801
Chairman and Chief
Executive Officer of
the Corporation and the 1994 330,012 165,000 163,960 -- 24,347
Bank 1993 319,332 127,728 200,130 29,749(3) 137,700
James A. Laphen......... 1995 253,342 135,000 134,697 4,140 20,267
President and Chief
Operating Officer of
the Corporation and the 1994 200,008 100,000 99,382 -- 14,920
Bank 1993 185,007 74,000 115,946 10,864(3) 18,468
Gary L. Matter.......... 1995 137,795 49,280 49,159 2,159 11,024
Senior Vice President, 1994 126,939 64,992 64,578 -- 9,673
Controller and 1993 117,151 29,475 73,894 1,711(3) 10,365
Secretary of the
Corporation and the
Bank
Terry A. Taggart........ 1995 96,164 33,949 33,872 1,487 7,693
Senior Vice President of
the Bank 1994 92,001 46,000 45,708 -- 7,201
1993 80,531 21,174 52,028 2,586(3) 7,269
Gary D. White........... 1995 95,909 33,713 33,627 1,477 7,673
Senior Vice President of
the Bank 1994 89,095 46,914 46,624 -- 6,972
1993 84,983 21,378 53,603 2,586(3) 7,802
</TABLE>
- --------
(1) Does not include certain perquisite and other personal benefits which do
not exceed the lesser of $50,000 or 10.0% of the individual's salary and
bonus.
(2) Represents awards under the policy of the Stock Option Committee adopted
in conjunction with the Corporation's Executive Incentive Plan. See
"Compensation Committee Report on Executive Compensation--Overview and
Objectives." Restricted stock granted in fiscal year 1995 vests over a
period of five years, at a rate of 20.0% per year, assuming continued
service with the Corporation. As of June 30, 1995, the number and value,
based on the closing sales price of the Common Stock of $27.25 at June 30,
1995, of the unvested restricted stock holdings for Messrs. Fitzgerald,
Laphen, Matter, Taggart, and White, were 17,969 shares (value of
$489,655), 11,420 shares (value of $311,195), 5,974 shares (value
$162,792), 4,187 shares (value of $114,096) and 4,252 shares (value of
$115,867), respectively. Dividends are payable on these shares if and to
the extent paid on the Common Stock generally. Upon a change in control of
the Corporation, all restrictions on the restricted stock immediately
lapse. Non-incentive stock options granted in fiscal year 1995 vest
immediately and are exercisable within 10 years of June 30, 1995.
(3) In 1990 and 1991, shares of restricted stock were granted to 14 officers
of the Bank under the Corporation's Stock Option and Incentive Plan. In
anticipation of the vesting of such shares, in August 1992, the
Corporation authorized the issuance of SARs to such officers in exchange
for their forfeiture of approximately one-third of the shares of
restricted stock then scheduled to vest. The purpose of the transaction
was to provide a means by which officers could pay federal and state
income taxes associated with such vesting. The SARs, which matured on the
date that the shares of restricted stock vested, entitled officers to the
difference between $.01 and the average of the closing bid and asked price
of the Common Stock on the date of maturity, which approximated the
equivalent of the value of such restricted stock.
(4) Includes net contributions to the Bank's 401(k) Plan on behalf of each of
the named executive officers to match elective deferral contributions made
by each to such plan and amounts paid under the Bank's
10
<PAGE>
Supplemental Retirement Plan. Matching contributions under the Bank's
401(k) Plan amounted to $9,240, $10,480, $8,272, $7,577, and $5,746 while
the employer matching contributions, under the Supplemental Retirement Plan
benefits, were $20,561, $9,787, $2,752, $116 and $1,927 for Messrs.
Fitzgerald, Laphen, Matter, Taggart, and White, respectively. The executive
officers listed in the above table are participants in the Corporation's
Survivor Income Plan, under which the Corporation is obligated, upon an
officer's death, to pay a certain percentage of the officer's salary to the
officer's spouse. Benefits under this Plan are not reasonably calculable
and accordingly have not been included.
OPTION/SAR GRANTS TABLE
The following table contains information concerning the grant of stock
options under the Corporation's Stock Option and Incentive Plan to the Chief
Executive Officer and each of the other executive officers named in the
Summary Compensation Table above during the fiscal year ended June 30, 1995.
All stock options referred to in the following table are immediately
exercisable at the date of grant.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------------------------------- ----------------------
% OF TOTAL
OPTIONS/SARS
OPTIONS/ GRANTED TO EXERCISE
SARS EMPLOYEES IN OR BASE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
---- -------- ------------ -------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
William A. Fitzgerald... 5,903 9.60% $27.31 6/30/05 $ 101,414 $ 256,958
James A. Laphen......... 4,140 6.74 27.31 6/30/05 71,125 180,214
Gary L. Matter.......... 2,159 3.51 27.31 6/30/05 37,092 93,981
Terry A. Taggart........ 1,487 2.42 27.31 6/30/05 25,547 64,729
Gary D. White........... 1,477 2.40 27.31 6/30/05 25,375 64,294
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-END
OPTION/SAR VALUE
The following table sets forth information concerning the exercise of
options and SARs by the Chief Executive Officer and the other named executive
officers during the last fiscal year, as well as the value of such options and
SARs held by such persons at the end of the fiscal year.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS/SARS IN-THE-MONEY
AT FISCAL OPTIONS/SARS AT
YEAR-END FISCAL YEAR-END
SHARES ACQUIRED VALUE (ALL IMMEDIATELY (ALL IMMEDIATELY
NAME ON EXERCISE REALIZED EXERCISABLE) EXERCISABLE) (1)
---- --------------- -------- ---------------- ----------------
<S> <C> <C> <C> <C>
William A. Fitzgerald... 9,650 $141,513 117,839 $2,359,926
James A. Laphen......... 1,500 22,688 27,140 488,750
Gary L. Matter.......... -- -- 4,769 58,073
Terry A. Taggart........ -- -- 10,673 197,238
Gary D. White........... 632 10,389 15,279 290,712
</TABLE>
- --------
(1) Based on the closing sales price of the Common Stock as reported on the
Nasdaq National Market (the market on which the Common Stock was traded
prior to its listing on the New York Stock Exchange on August 2, 1995) on
June 30, 1995, which was $27.25.
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTS
Set forth below is a discussion of certain employment and change in control
agreements entered into between the Corporation and the Bank and those
executive officers listed in the Summary Compensation Table on page 10.
11
<PAGE>
The agreement with William A. Fitzgerald, which became effective on June 8,
1995, provides for Mr. Fitzgerald's employment as Chairman of the Board and
Chief Executive Officer of the Corporation and the Bank for a term of three
years. The Boards of Directors of the Corporation and the Bank shall review
the agreement annually to consider extending the agreement for an additional
one-year period beyond the then effective expiration date. Pursuant to the
agreement, Mr. Fitzgerald receives an annual salary and bonus determined by
agreement with the Board of Directors, but in no event less than the rate of
compensation Mr. Fitzgerald received on June 8, 1995. The base compensation
following his election as Chairman of the Board of Directors was $385,000. The
contract provides for termination for cause or in certain events specified by
regulatory authorities. The contract is also terminable by the Bank without
cause wherein Mr. Fitzgerald would be entitled to receive all compensation and
benefits through the effective date of termination, plus a severance payment
equal to 36 months' base salary. Mr. Fitzgerald shall be entitled to the same
benefits and severance in the event he becomes disabled while the agreement is
in effect. In the event Mr. Fitzgerald dies while the agreement is in effect,
his heirs shall receive a severance payment equal to 12 months' base salary.
The agreement provides, among other things, for Mr. Fitzgerald's participation
in an equitable manner in all benefits available to executive officers of the
Corporation and the Bank, including (i) short-term and long-term incentive
compensation and deferred compensation; (ii) health, disability, life
insurance, retirement and vacation benefits; and (iii) any benefits available
under perquisite programs.
The Corporation and the Bank have also entered into change in control
agreements with Messrs. Fitzgerald, Laphen, Matter, Taggart and White. Under
these agreements, in the event of the executive's involuntary termination of
employment in anticipation of, or after, a change in control of the
Corporation or the Bank, other than for "cause," the executive will be paid in
equal monthly installments, the base salary and all commissions and bonuses
(including short- and long-term incentive compensation awards and stock
options granted under the Corporation's executive incentive plan) in effect at
the time of termination for a period of 35.88 months. During this period, the
executive shall also continue to participate in any health, disability, life
insurance and perquisite plans of any successor corporation in which he was
entitled to participate with the Corporation prior to the change in control.
All benefits and payments under the agreements shall be reduced, if necessary,
to the largest aggregate amount that will result in no portion thereof being
subject to federal excise tax or being nondeductible to the Corporation and
the Bank for federal income tax purposes, Messrs. Matter, Taggart and White's
severance shall be reduced by amounts received by the executive as a result of
alternative employment obtained during the period in which salary, commissions
and bonuses are payable under the change in control agreements. Further, Mr.
Fitzgerald's severance payments under his change in control agreement shall be
reduced by the amount of severance received under his employment agreement.
A "change in control" shall be deemed to have occurred under these
agreements in each of the following events: (i) at any time a majority of the
directors of the Corporation or the Bank are not the persons for whom election
proxies have been solicited by the Boards of Directors of the Corporation and
the Bank, or persons then serving as directors appointed by such Boards,
except where such appointments are necessitated by removal of directors; (ii)
at any time 49% or more of the outstanding stock of the Corporation or the
Bank is acquired or beneficially owned by any person or entity (excluding the
Corporation, the Bank or the executive) or any combination of persons or
entities acting in concert; or (iii) at any time the shareholders of the
Corporation or the Bank approve an agreement to merge or consolidate the
Corporation or the Bank with or into another corporation, or to sell or
otherwise dispose of all, or substantially all, of the assets of the
Corporation or the Bank. The executive shall also be entitled to receive such
payment in the event of a "constructive involuntary termination," which under
the terms of the agreements shall be deemed to have occurred if, in
anticipation of or following a change in control, (i) the agreement or the
executive's employment is terminated, (ii) the executive's compensation is
reduced, responsibilities diminished or job title lowered, (iii) the level of
the executive's participation in incentive compensation is reduced or
eliminated, (iv) the executive's benefit coverage or perquisites are reduced
or eliminated, except to the extent such reduction or elimination applies to
all other employees, or (v) the executive's office location is changed to a
location more than 50 miles from the location of the executive's office at the
time of the change in control.
12
<PAGE>
DIRECTORS' COMPENSATION
Directors receive $1,000 per month for service on the Board of the
Corporation and $1,000 per month plus $750 per meeting attended for service on
the Board of the Bank, with the exception of William A. Fitzgerald, who does
not receive director's compensation. Board members receiving remuneration are
paid their retainer fees one-half in cash and one-half in Common Stock. Fees
for members of the committees of the Corporation and the Bank are paid at the
rate of $750 per committee meeting attended. The chairman of the Audit
Committee, Compensation and Stock Option Committee, and the Finance Committee
each receive an additional $2,000 per year.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Bank offers first and second mortgage, refinance, equity and various
consumer loans to its directors, officers and employees. Loans to executive
officers and directors are made in the ordinary course of business on
substantially the same terms and collateral, including interest rates and loan
fees charged, as those of comparable transactions prevailing at the time and
do not involve more than the normal risk of collectibility or present other
unfavorable features.
13
<PAGE>
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total shareholder return
on the Common Stock over the last five years with the cumulative total return
on the S&P 500 Index and an index comprised of the top 50 publicly traded
thrifts in the United States based on total asset size over the same period.
Cumulative total return on the stock or the index equals the total increase in
value since June 30, 1990, assuming reinvestment of all dividends paid into
the stock or the index, respectively. The graph was prepared assuming that
$100 was invested on June 30, 1990, in the Common Stock and in the respective
indices.
JUNE 30, 1990 THROUGH JUNE 30, 1995
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------------
6/90 6/91 6/92 6/93 6/94 6/95
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Commercial Federal Corporation.................... 100 173 386 955 855 991
Peer Group........................................ 100 107 122 138 140 177
S & P 500......................................... 100 78 86 88 92 107
</TABLE>
14
<PAGE>
CAI SOLICITATION
On September 7, 1995, CAI Corporation ("CAI"), located at 12770 Coit Road,
Suite 902, Dallas, Texas 75251, delivered a notice to James A. Laphen,
President and Chief Operating Officer of the Corporation, of CAI's intent to
nominate two of its own officers, Mr. Steven M. Ellis and Mr. Robin R.
Glackin, for election as directors of the Corporation at the Meeting (in place
of two of the three nominees proposed by the Board of Directors of the
Corporation). CAI also submitted a stockholder resolution for consideration at
the Meeting as set forth herein under "Proposal 3--Stockholder Proposal." CAI
has subsequently filed proxy materials with the Securities and Exchange
Commission relating to its nominees and proposed resolution and has indicated
that it intends to solicit proxies from stockholders of the Corporation with
respect to such matters. The Corporation is in the process of reviewing CAI's
notice to determine whether CAI has complied with the Corporation's bylaws
relating to director nominees. If the Corporation were to successfully
challenge the validity of the CAI director nominees pursuant to the
Corporation's bylaws, CAI's nominees would not be eligible for nomination at
the Meeting. The Corporation has not yet reached a determination in connection
therewith because it is in the process of gathering additional pertinent
information. In this regard the Corporation will be required to make a
determination as to whether or not the CAI nominees are in compliance with the
regulations of the Office of Thrift Supervision.
Stockholders wishing to vote on the CAI resolution will be afforded an
opportunity to do so on the White Proxy Card being distributed by the
Corporation and enclosed herewith.
YOUR BOARD OF DIRECTORS URGES STOCKHOLDERS TO VOTE THEIR PREFERENCES ON THE
CORPORATION'S WHITE PROXY CARD AND TO DISCARD ALL BLUE PROXY CARDS BEING
DISTRIBUTED BY CAI.
THE BOARD URGES YOU TO SUPPORT ITS CONTINUING EFFORTS TO MAXIMIZE
STOCKHOLDER VALUE FOR ALL STOCKHOLDERS OF THE CORPORATION BY VOTING FOR THE
BOARD'S NOMINEES ON THE WHITE PROXY CARD.
BACKGROUND TO THE CAI SOLICITATION
CAI's investment in the Corporation dates back to the early 1990s, when CAI
purchased from El Paso Electric Corporation 600,000 shares of Variable Rate
Series A Preferred Stock of Commercial Federal Savings and Loan Association,
the predecessor of the Bank for $1,000. These securities were subsequently
exchanged for a promissory note and warrants to purchase shares of Common
Stock of the Corporation. The promissory note was later repaid and CAI
exercised the warrants for the bulk of its current investment in the
Corporation.
CAI has profited enormously by investing in Commercial Federal Corporation.
CAI's initial cash investment of $1,000 has returned cash proceeds to CAI (in
the form of interest and principal repayment) of $17,364,000 and CAI's
$2,847,000 investment in the Corporation's Common Stock now is worth
approximately $44,687,500 based on the closing price for the Corporation's
shares of $35.75 on September 22, 1995. It is obvious to us that CAI may see
now as a good time for CAI to cash in (through receipt of cash or securities
in some other institution) on all or a portion of its investment. This does
not mean that it is a good time for all of the Corporation's stockholders to
liquidate their investment in the Corporation. The Corporation has delivered
stellar stockholder returns over the past year and strongly believes that it
is in a position to continue to do so in the future. Your Board remains open
to all opportunities for achieving the best value for the Corporation and all
of its stockholders and will continue to manage the Corporation in the best
interests of all of such stockholders.
This is not the first time CAI has approached your Board with such a
proposal. On June 14, 1993, CAI submitted a stockholder proposal for inclusion
in the Corporation's proxy materials for its 1993 Annual Meeting of
Stockholders requesting, among other things, that the Corporation's Board seek
and consider bids for a sale of the Corporation. At the time CAI submitted its
proposal, the Corporation's options for seeking an attractive sale or merger
transaction were limited. The Corporation hired Merrill Lynch & Co., who
correctly advised the Corporation at such time that CAI's proposal made no
sense for the Corporation and its stockholders and on October 1, 1993, CAI
withdrew its proposal and entered into an agreement with the Corporation
granting CAI certain rights to meet with the Corporation's Board of Directors.
This agreement was terminable at the
15
<PAGE>
Corporation's option in the event CAI submitted a similar proposal in the
future. On September 14, 1995, following its receipt of notice from CAI that
it intended to submit the proposal described in this Proxy Statement under
Proposal 3, the Corporation gave written notice to CAI of its termination of
the agreement in accordance with the agreement's terms. On June 22, 1993, the
Corporation's shares were trading at $22.75 per share. Since that time, the
Corporation's stock has risen approximately 57%, to $35.75 at September 22,
1995. It is clear that CAI did not know what was best for the Corporation and
its stockholders in 1993 and they do not know what is best today.
The Board believes that CAI is motivated by self interest and has nothing
new or productive to add to the mix of boardroom deliberations. The
Corporation's Board of Directors has been meeting with representatives of CAI
on a regular basis since 1993. These meetings have proven to be unsatisfactory
and unproductive and CAI failed to offer any suggestions for improving
stockholder value other than to urge the forced sale or merger of the
Corporation.
In August of 1995, after the Board received a request by CAI to include two
nominees selected by CAI among the slate of three persons to be nominated by
the Board for election as directors of CFC at the 1995 Annual Meeting of
Stockholders, your Board attempted to avoid a costly and disruptive proxy
fight by granting CAI a seat on the Board. In a spirit of conciliation, your
Board offered to increase the size of the Board by one seat and permit CAI to
nominate one person for inclusion on a slate of four persons or to designate
two persons selected by CAI to fill nonvoting advisory positions on the Board.
CAI rejected both proposals as unacceptable and has instead embarked upon a
costly and distracting proxy fight with its own self-serving agenda.
Your Board regrets CAI's decision. CAI's determination to proceed with its
hostile proxy solicitation is divisive and, in the Board's view, motivated by
CAI's desire to cash in (through receipt of cash or securities in some other
institution) on its investment in the Corporation now. Your Board is dedicated
to maximizing value for all stockholders as any review of the Corporation's
performance will clearly and conclusively demonstrate. The Board believes that
the Corporation is well positioned to continue to deliver exceptional
stockholder value and, as illustrated by the Board's own resolution set forth
under "Proposal 2--Proposal of the Board of Directors," the Board is committed
to considering all options available to the Corporation for enhancing
stockholder value, including through possible merger, acquisition and/or other
business combination transactions.
Your Board does not believe it is in the Corporation's best interest to hang
out a "for sale" sign or to place the strategic future of the Corporation in
the hands of representatives of CAI (although even if CAI succeeds in placing
its nominees on the Board, it would not be in a position to direct Corporation
policy), who have already proven themselves to be wrong in the past about what
is in the Corporation's best strategic interests and who have their own self-
serving, personal agenda to pursue.
Your Board has served your interests well. We ask for your continued
loyalty.
PLEASE SUPPORT YOUR EXISTING BOARD OF DIRECTORS BY SIGNING, DATING AND
MAILING THE ENCLOSED WHITE PROXY CARD.
PROPOSAL 2--PROPOSAL OF THE BOARD OF DIRECTORS
On September 7, 1995, the Corporation received notification that one of its
stockholders, CAI Corporation, intended to solicit proxies from stockholders
of the Corporation to adopt a resolution recommending that the Board of
Directors (i) retain a leading investment banking firm to solicit offers to
acquire the Corporation and (ii) establish a committee of non-management
directors to recommend to the full Board for approval of the best available
offer to acquire the Corporation.
Your Board is committed to maximizing stockholder value. Accordingly, the
Board has determined to present its own resolution to clearly demonstrate the
Board's commitment to achieving the best value for the Corporation and all its
stockholders. As such, your Board unanimously recommends that stockholders
vote "FOR" the following resolution:
RESOLVED, that the stockholders of Commercial Federal Corporation ("CFC")
hereby recommend that the Board of Directors of CFC 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
16
<PAGE>
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.
The Board believes, at present, that stockholder value will be maximized
through the Board's continued adherence to the Corporation's strategic
business plan, while the Board continues, and will continue to remain open to
all options for maximizing stockholder value, including through possible
merger, acquisition and/or other business combination transactions. Your Board
has served your interests well over these past several years. You are urged to
consider the Corporation's record of success. The clearest example is
demonstrated by total returns to stockholders through stock price appreciation
which has been a stellar 12 fold increase since June 1990. Your Board and
management are totally committed to realizing full value for all of our
stockholders by remaining open to all options for achieving such value.
Regardless of whether this proposal is adopted, the Board intends to
continue to fulfill its responsibilities to you, our stockholders, by acting
in your best interests. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3--STOCKHOLDER PROPOSAL
CAI Corporation, 12770 Coit Road, Suite 902, Dallas, Texas 75251, owners of
1,250,100 shares of Common Stock, has submitted the following proposal:
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 of 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.
CAI acknowledges that even if the resolution is approved by a majority of
the shares of Common Stock represented at the Meeting, its resolution will not
be binding on the Corporation's Board. Regardless of whether this proposal is
adopted, as indicated under "Proposal 2," it is your Board's intention to
continue to manage the affairs of the Corporation in the best interests of all
of its stockholders. It is the Board's intention not to establish a committee
of the type proposed by CAI but rather to continue the involvement of the
entire Board, which is composed of a majority of independent and distinguished
directors, in setting the strategic direction of the Corporation and in
determining the best course of action for achieving maximum stockholder value
over the near and longer term. ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "AGAINST" PROPOSAL 3.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy materials
for next year's Annual Meeting of Stockholders, any stockholder proposal to
take action at such meeting must be received at the Corporation's executive
office at 2120 South 72nd Street, Omaha, Nebraska 68124, no later than June 8,
1996. Any such proposal shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended.
INDEPENDENT AUDITORS
Deloitte & Touche LLP were the Corporation's independent auditors for the
1995 fiscal year. The Board of Directors presently has renewed the
Corporation's arrangements with Deloitte & Touche LLP to be its auditors for
the 1996 fiscal year. Representatives of Deloitte & Touche LLP are expected to
be present at the Meeting to respond to stockholders' questions and will have
the opportunity to make a statement if they so desire.
17
<PAGE>
BENEFICIAL OWNERSHIP REPORTS
Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended, the Corporation's officers, directors and persons who own
more than 10 percent of the outstanding Common Stock ("Insiders") are required
to file reports detailing their ownership and changes of ownership in such
Common Stock, and to furnish the Corporation with copies of all such reports.
Based solely on its review of the copies of such reports received during the
past fiscal year or with respect to the last fiscal year, management believes
that during the fiscal year ended June 30, 1995, all of the Corporation's
Insiders complied with these reporting requirements.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Corporation. The
Corporation will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to
solicitations by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph, telephone or other
electronic means without additional compensation. The Corporation has retained
D.F. King & Co., Inc., a professional proxy solicitation firm, to assist in
the solicitation of proxies by mail, personally or by telephone or other means
of communication, for a fee estimated at $75,000 plus expenses. It is
anticipated that approximately 75 persons will be used by D.F. King & Co.,
Inc. in its solicitation efforts. Total expenditures for the solicitation of
proxies (including fees of attorneys, accountants, public relations or
financial advisors, solicitors, printing, transportation and other costs
incidental to the solicitation) are estimated to be $750,000, and total cash
expenditures to date have been approximately $5,200.
ADDITIONAL INFORMATION
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect
thereof as determined by a majority of the Board of Directors.
THE CORPORATION'S 1995 ANNUAL REPORT TO STOCKHOLDERS ("ANNUAL REPORT"),
INCLUDING FINANCIAL STATEMENTS, WILL BE MAILED TO STOCKHOLDERS AT LEAST TWENTY
CALENDAR DAYS BEFORE THE DATE OF THE MEETING. Any stockholder who does not
received a copy of such Annual Report may obtain a copy by writing to the
Secretary of the Corporation. Such Annual Report is not to be treated as a
part of the proxy solicitation materials or as having been incorporated herein
by reference.
FORM 10-K
A COPY OF THE CORPORATION'S FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30,
1995 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN REQUEST TO
THE SECRETARY, COMMERCIAL FEDERAL CORPORATION, 2120 SOUTH 72ND STREET, OMAHA,
NEBRASKA 68124.
BY ORDER OF THE BOARD OF DIRECTORS
Gary L. Matter
Secretary
Omaha, Nebraska
October 6, 1995
18
<PAGE>
SCHEDULE A
INFORMATION CONCERNING THE DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
The following table sets forth the name and the present principal occupation
or employment (except with respect to the directors, whose principal
occupation is set forth in the Proxy Statement), and the name, principal
business and address of any corporation or other organization in which such
employment is carried on, of the directors and certain executive officers of
the Corporation and/or the Bank who may assist in soliciting proxies from the
Corporation's shareholders. Unless otherwise indicated below, the principal
business address of each such person is 2120 South 72nd Street, Omaha,
Nebraska 68124 and such person is an employee of the Corporation or the Bank.
Directors are indicated with an asterisk.
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER PRINCIPAL
NAME AND PRINCIPAL BUSINESS ADDRESS OCCUPATION OR EMPLOYMENT
- ----------------------------------- ---------------------------------
<S> <C>
William A. Fitzgerald*........
Sharon G. Marvin*.............
NP Dodge Company
13915 Gold Circle
Omaha, NE 68144
Michael T. O'Neil*............
409 The Doctors Bldg.
Omaha, NE 68131
Robert F. Krohn*..............
PSI Group
10011 "J" Street
Omaha, NE 68127
Charles M. Lillis*............
US West Media Group
7800 East Orchard Road
Englewood, CO 80111
Robert S. Milligan*...........
MI Industries
6200 N. 56th St.
P.O. Box 29345
Lincoln, NE 68529
Talton K. Anderson*...........
Baxter Chrysler Plymouth Jag-
uar
11910 W. Dodge Road
Omaha, NE 68154
Carl G. Mammel*...............
Mammel & Associates
8805 Indian Hills Drive--Suite
375
Omaha, NE 68114
James P. O'Donnell*...........
ConAgra, Inc.
One ConAgra Drive
Omaha, NE 68102-5001
James A. Laphen............... President and Chief Operating Officer and Chief
Financial Officer of the Corporation and the
Bank
Gary L. Matter................ Senior Vice President, Controller and Secretary
of the Corporation and the Bank
Joy J. Narzisi................ Treasurer of the Corporation and Senior Vice
President, Assistant Secretary and Treasurer of
the Bank
Margaret E. Ash............... Senior Vice President and Assistant Secretary of
the Bank
Kevin C. Parks................ First Vice President of the Bank
Thomas N. Perkins............. First Vice President of the Bank
Stan R. Blakey................ Vice President of the Bank
</TABLE>
A-1
<PAGE>
SCHEDULE B
SHARES HELD BY DIRECTORS AND CERTAIN EXECUTIVE OFFICERS
AND CERTAIN TRANSACTIONS IN THE SECURITIES OF
COMMERCIAL FEDERAL CORPORATION WITHIN THE PAST TWO YEARS
The shares of Common Stock held by the Corporation's directors are set forth
in the Proxy Statement. The following executive officers of the Corporation
and/or the Bank own the following shares:
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED (1)
------------------------ ----------------------
<S> <C>
James A. Laphen................................... 74,512
Gary L. Matter.................................... 17,269
Joy J. Narzisi.................................... 17,942
Margaret E. Ash................................... 17,699
Stan R. Blakey.................................... 1,400
Kevin C. Parks.................................... 3,423
Thomas N. Perkins................................. 8,942
</TABLE>
- --------
(1) Includes 27,140, 4,769, 11,890, 10,594, 384, 1,150 and 1,832 shares which
may be purchased pursuant to the exercise of stock options by Officers
Laphen, Matter, Narzisi, Ash, Blakey, Parks and Perkins, respectively.
The following table sets forth information with respect to all purchases and
sales of shares of Common Stock of the Corporation by the directors and
certain executive officers of the Corporation and/or the Bank during the past
two years.
<TABLE>
<CAPTION>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
<S> <C> <C>
WILLIAM A. FITZGERALD............................. 4 (1) 09/30/93
4,250 (2) 12/30/93
3 (1) 12/31/93
4 (1) 03/31/94
2 (1) 06/30/94
762 (3) 06/30/94
6,977 (4) 06/30/94
9 (1) 09/30/94
(1,632)(5) 11/14/94
(1,075)(6) 11/14/94
5,250 (2) 11/14/94
1,200 (7) 12/02/94
17 (1) 12/31/94
4,400 (2) 02/07/95
2,919 (3) 06/30/95
7,049 (4) 06/30/95
5,903 (8) 06/30/95
SHARON G. MARVIN.................................. 28 (9) 09/02/93
31 (9) 10/04/93
35 (9) 11/10/93
37 (9) 12/06/93
38 (9) 01/07/94
35 (9) 02/14/94
39 (9) 03/02/94
</TABLE>
B-1
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
<S> <C> <C>
41 (9) 04/14/94
(1,000) 05/05/94
39 (9) 05/12/94
30 (9) 06/07/94
32 (9) 07/06/94
30 (9) 08/08/94
28 (9) 09/06/94
7,715 (2) 09/13/94
(1,711)(5) 09/27/94
30 (9) 10/03/94
36 (9) 11/02/94
38 (9) 12/02/94
36 (9) 01/03/95
36 (9) 02/02/95
32 (9) 03/06/95
30 (9) 04/01/95
29 (9) 05/02/95
MICHAEL T. O'NEIL................................. 28 (9) 09/02/93
31 (9) 10/04/93
35 (9) 11/10/93
37 (9) 12/06/93
38 (9) 01/07/94
35 (9) 02/14/94
39 (9) 03/02/94
41 (9) 04/14/94
39 (9) 05/12/94
30 (9) 06/07/94
32 (9) 07/06/94
30 (9) 08/08/94
28 (9) 09/06/94
30 (9) 10/03/94
36 (9) 11/02/94
38 (9) 12/02/94
36 (9) 01/03/95
36 (9) 02/02/95
32 (9) 03/06/95
30 (9) 04/01/95
29 (9) 05/02/95
(3,709) 05/09/95
3,000 (2) 05/11/95
ROBERT F. KROHN................................... 28 (9) 09/02/93
31 (9) 10/04/93
35 (9) 11/10/93
37 (9) 12/06/93
5,924 (2) 12/21/93
38 (9) 01/07/94
35 (9) 02/14/94
39 (9) 03/02/94
</TABLE>
B-2
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
<S> <C> <C>
41 (9) 04/14/94
39 (9) 05/12/94
30 (9) 06/07/94
32 (9) 07/06/94
30 (9) 08/08/94
28 (9) 09/06/94
30 (9) 10/03/94
36 (9) 11/02/94
38 (9) 12/02/94
600 (2) 12/21/94
(1,000)(6) 12/30/94
36 (9) 01/03/95
36 (9) 02/02/95
30,495 (2) 02/07/95
32 (9) 03/06/95
30 (9) 04/01/95
29 (9) 05/02/95
25 (9) 06/01/95
28 (9) 07/01/95
32 (9) 08/01/95
28 (9) 09/01/95
CHARLES M. LILLIS.................................. 28 (9) 09/02/93
1,500 (2) 10/01/93
31 (9) 10/04/93
35 (9) 11/10/93
37 (9) 12/06/93
38 (9) 01/07/94
35 (9) 02/14/94
39 (9) 03/02/94
41 (9) 04/14/94
39 (9) 05/12/94
30 (9) 06/07/94
32 (9) 07/06/94
30 (9) 08/08/94
28 (9) 09/06/94
30 (9) 10/03/94
36 (9) 11/02/94
38 (9) 12/02/94
36 (9) 01/03/95
36 (9) 02/02/95
32 (9) 03/06/95
30 (9) 04/01/95
29 (9) 05/02/95
25 (9) 06/01/95
28 (9) 07/01/95
32 (9) 08/01/95
28 (9) 09/01/95
ROBERT S. MILLIGAN................................. 28 (9) 09/02/93
31 (9) 10/04/93
</TABLE>
B-3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
<S> <C> <C>
35 (9) 11/10/93
37 (9) 12/06/93
38 (9) 01/07/94
(500) 01/24/94
35 (9) 02/14/94
39 (9) 03/02/94
41 (9) 04/14/94
39 (9) 05/12/94
30 (9) 06/07/94
32 (9) 07/06/94
(1,000) 07/14/94
(1,480) 07/25/94
30 (9) 08/08/94
32 (9) 03/06/95
30 (9) 04/01/95
29 (9) 05/02/95
26 (9) 06/01/95
27 (9) 07/01/95
32 (9) 08/01/95
28 (9) 09/01/95
TALTON K. ANDERSON................................. 28 (9) 09/02/93
31 (9) 10/04/93
35 (9) 11/10/93
37 (9) 12/06/93
1,000 01/05/94
38 (9) 01/07/94
35 (9) 02/14/94
39 (9) 03/02/94
41 (9) 04/14/94
39 (9) 05/12/94
30 (9) 06/07/94
32 (9) 07/06/94
30 (9) 08/08/94
28 (9) 09/06/94
30 (9) 10/03/94
36 (9) 11/02/94
38 (9) 12/02/94
36 (9) 01/03/95
36 (9) 02/02/95
32 (9) 03/06/95
30 (9) 04/01/95
29 (9) 05/02/95
25 (9) 06/01/95
28 (9) 07/01/95
32 (9) 08/01/95
28 (9) 09/01/95
CARL G. MAMMEL..................................... 28 (9) 09/02/93
31 (9) 10/04/93
10,000 10/26/93
</TABLE>
B-4
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
<S> <C> <C>
5,000 10/28/93
35 (9) 11/10/93
37 (9) 12/06/93
38 (9) 01/07/94
35 (9) 02/14/94
39 (9) 03/02/94
41 (9) 04/14/94
39 (9) 05/12/94
30 (9) 06/07/94
32 (9) 07/06/94
30 (9) 08/08/94
28 (9) 09/06/94
30 (9) 10/03/94
36 (9) 11/02/94
20,000 11/11/94
38 (9) 12/02/94
36 (9) 01/03/95
36 (9) 02/02/95
32 (9) 03/06/95
30 (9) 04/01/95
29 (9) 05/02/95
25 (9) 06/01/95
28 (9) 07/01/95
32 (9) 08/01/95
28 (9) 09/01/95
JAMES P. O'DONNELL................................. 28 (9) 09/02/93
31 (9) 10/04/93
35 (9) 11/10/93
37 (9) 12/06/93
38 (9) 01/07/94
35 (9) 02/14/94
39 (9) 03/02/94
41 (9) 04/14/94
38 (9) 05/12/94
31 (9) 06/07/94
31 (9) 07/06/94
30 (9) 08/08/94
29 (9) 09/06/94
30 (9) 10/03/94
35 (9) 11/02/94
39 (9) 12/02/94
36 (9) 01/03/95
36 (9) 02/02/95
32 (9) 03/06/95
30 (9) 04/01/95
28 (9) 05/02/95
26 (9) 06/01/95
27 (9) 07/01/95
32 (9) 08/01/95
28 (9) 09/01/95
</TABLE>
B-5
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
<S> <C> <C>
JAMES A. LAPHEN.................................... 7 (1) 09/30/93
500 (2) 12/31/93
1,051 (1) 03/31/94
71 (1) 06/30/94
441 (3) 06/30/94
4,229 (4) 06/30/94
10 (1) 09/30/94
1,500 (2) 12/23/94
501 (1) 12/31/94
100 (1) 03/31/95
1,728 (3) 06/30/95
4,943 (4) 06/30/95
4,140 (8) 06/30/95
47 (1) 06/30/95
GARY L. MATTER..................................... 281 (3) 06/30/94
2,748 (4) 06/30/94
1,112 (3) 06/30/95
1,804 (4) 06/30/95
2,159 (8) 06/30/95
JOY J. NARZISI..................................... 196 (3) 06/30/94
1,836 (4) 06/30/94
760 (3) 06/30/95
1,239 (4) 06/30/95
1,482 (8) 06/30/95
MARGARET E. ASH.................................... (1,804) 11/03/93
201 (3) 06/30/94
1,875 (4) 06/30/94
778 (3) 06/30/95
1,213 (4) 06/30/95
1,452 (8) 06/30/95
STAN R. BLAKEY..................................... 35 (1) 09/30/93
43 (1) 12/31/93
49 (1) 03/31/94
45 (1) 06/30/94
26 (3) 06/30/94
338 (4) 06/30/94
35 (1) 09/30/94
44 (1) 12/31/94
37 (1) 03/31/95
120 (3) 06/30/95
384 (8) 06/30/95
34 (1) 06/30/95
KEVIN C. PARKS..................................... 1 (10) 12/06/93
2 (10) 01/07/94
3 (10) 02/14/94
</TABLE>
B-6
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
PURCHASED (SOLD) DATE
---------------- ----
<S> <C> <C>
2 (10) 03/02/94
3 (10) 04/14/94
2 (10) 05/12/94
2 (10) 06/07/94
916 (4) 06/30/94
2 (10) 07/01/94
2 (10) 08/08/94
2 (10) 09/06/94
2 (10) 10/03/94
3 (10) 11/02/94
2 (10) 12/02/94
14 (1) 12/31/94
3 (10) 01/03/95
2 (10) 02/02/95
2 (10) 03/06/95
37 (1) 03/31/95
2 (10) 04/01/95
2 (10) 05/02/95
2 (10) 06/01/95
183 (3) 06/30/95
961 (4) 06/30/95
1,150 (8) 06/30/95
297 (1) 06/30/95
2 (10) 07/01/95
1 (10) 08/01/95
1 (10) 09/01/95
THOMAS N. PERKINS.................................. 179 (3) 06/30/94
1,649 (4) 06/30/94
320 (2) 11/02/94
687 (3) 06/30/95
1,057 (4) 06/30/95
1,265 (8) 06/30/95
</TABLE>
- --------
(1) Purchase of shares through 401(k) Plan.
(2) Acquisition of shares upon exercise of stock options.
(3) Acquisition of shares upon vesting of restricted stock.
(4) Acquisition of shares through grant of restricted stock.
(5) Surrender of shares in connection with exercise of stock options.
(6) Charitable gift of shares.
(7) Acquisition of shares by gift.
(8) Acquisition of shares through grant of stock options.
(9) Receipt of shares as payment for portion of directors' fees.
(10) Acquisition of shares through Payroll Savings Purchase Plan.
Other than as disclosed in this Schedule or in the Proxy Statement, none of
the Corporation, any of its directors or executive officers named in this
Schedule owns any securities of the Corporation or any subsidiary thereof,
beneficially or of record, has purchased or sold any of such securities within
the last two years, or is or was within the past year a party to any contract,
arrangement or understanding with any person with respect to any such
securities. Except as disclosed in this Schedule or in the Proxy Statement,
the knowledge of the
B-7
<PAGE>
Corporation, its directors and executive officers named in this Schedule, none
of their associates beneficially owns, directly or indirectly, any securities
of the Corporation.
Other than as disclosed in this Schedule or in the Proxy Statement, to the
knowledge of the Corporation, none of the Corporation, its directors or
executive officers named in this Schedule, has any substantial interest,
direct or indirect, by security holdings or otherwise, in any matter to be
voted upon at the Meeting.
Other than as disclosed in this Schedule or in the Proxy Statement, to the
knowledge of the Corporation, none of the Corporation, its directors or
executive officers named in this Schedule is, or has been within the past
year, a party to any contract, arrangement or understanding with any person
with respect to any class of securities of the Corporation, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies.
Other than as set forth in this Schedule or in the Proxy Statement, to the
knowledge of the Corporation, none of the Corporation, its directors or
executive officers named in this Schedule, or any of their associates, has had
or will have a direct or indirect material interest in any transaction or
series of transactions since the beginning of the Corporation's last fiscal
year or any currently proposed transactions, or series of similar
transactions, to which the Corporation or any of its subsidiaries was or is to
be a party in which the amount involved exceeds $60,000.
Other than as set forth in this Schedule or in the Proxy Statement, to the
knowledge of the Corporation, none of the Corporation, its directors or
executive officers named in this Schedule, or any of their associates, has any
arrangements or understandings with any person or persons with respect to any
future employment by the Corporation or its affiliates or with respect to any
future transactions to which the Corporation or any of its affiliates will or
may be a party.
B-8
<PAGE>
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 taking these two simple steps:
1. PLEASE SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED WHITE PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
2. DO NOT RETURN ANY BLUE PROXY CARDS SENT TO YOU BY CAI.
IF YOU VOTED CAI'S BLUE PROXY CARD BEFORE RECEIVING YOUR COMMERCIAL
FEDERAL WHITE PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE SIMPLY
BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD. THIS WILL
CANCEL YOUR EARLIER VOTE SINCE ONLY YOUR LATEST DATED PROXY CARD WILL COUNT
AT THE ANNUAL MEETING.
If you own your 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
Commercial Federal 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 at once to ensure that your vote is
counted. This will not prevent you from voting in person at the meeting should
you attend.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CALL:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NY 10005
(212) 269-5550 (COLLECT)
OR
CALL TOLL FREE (800) 714-3310
<PAGE>
COMMERCIAL FEDERAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
NOVEMBER 21, 1995, ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Talton K. Anderson, Robert F. Krohn and James
P. O'Donnell, and each of them, with full power of substitution, as attorneys
in fact, agents and proxies for the undersigned to vote all of the shares of
Common Stock, par value $.01 per share, of COMMERCIAL FEDERAL CORPORATION (the
"Corporation") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held at the Holiday Inn Central Convention Centre,
"Holiday C" Meeting Room, 3321 South 72nd Street, Omaha, Nebraska on Tuesday,
November 21, 1995 at 10:00 a.m., local time, and at any and all adjournments or
postponements thereof (the "Meeting").
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2, AND "AGAINST" PROPOSAL 3. IF
ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY AS DIRECTED BY A MAJORITY OF THE BOARD OF
DIRECTORS. 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 MORE OF SUCH NOMINEES, AS THE PROXIES MAY DETERMINE.
THE UNDERSIGNED HEREBY REVOKES ANY PREVIOUS PROXIES WITH RESPECT TO THE
MATTERS COVERED BY THIS PROXY.
PLEASE SIGN, DATE AND MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
1. The election as directors of all nominees listed below (except as marked to
the contrary): [_] FOR all nominees [_] WITHHOLD AUTHORITY to
listed below vote for all nominees below
William A. Fitzgerald, Sharon G. Marvin and Michael T. O'Neil
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK "FOR"
ABOVE AND WRITE THE NAME(S) OF THE NOMINEE(S) FOR WHICH YOU DO NOT WISH TO VOTE
ON THE LINE BELOW.
- --------------------------------------------------------------------------------
2. Board of Directors' proposal as described in the Corporation's Proxy
Statement dated October 6, 1995. [_] FOR [_] AGAINST [_] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 3.
3. Stockholder proposal submitted by CAI Corporation as described in the
Corporation's Proxy Statement dated October 6,
1995. [_] FOR [_] AGAINST [_] ABSTAIN
4. As directed by the Board of Directors, such other matters as may properly
come before the Meeting.
Signature(s) ___________________________
________________________________________
Date , 1995
------------------------------------
Please sign exactly as your name
appears on this card. Joint owners
should each sign personally. Corporation
proxies should be signed in corporate
name by an authorized officer.
Executors, administrators, trustees or
guardians should give their title when
signing.
PLEASE SIGN, DATE AND PROMPTLY MAIL
YOUR PROXY.
