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
[ ] Definitive Proxy Statement the Commission Only
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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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[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
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.
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2) Aggregate number of securities to which transaction
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
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4) Date Filed:<PAGE>
[Letterhead of Commercial Federal Corporation]
November 17, 1995
Dear Fellow Stockholder:
It has come to our attention that there is some confusion as to
whether or not, and how, a stockholder may split his or her
vote between the nominees of Commercial Federal Corporation
("CFC") for director and those of CAI Corporation ("CAI").
We have confirmed with our counsel and the independent
inspectors of election, CT Corporation System, that
stockholders may split their votes between nominees of CFC and
CAI on CFC's white proxy card in connection with the election
of directors at the annual meeting of stockholders to be held
on November 21, 1995. Stockholders may do so by crossing out
the name of any of the CFC nominees on the white proxy card,
writing the names of one or more CAI nominees in place thereof,
and indicating thereon either the exact number of shares to be
voted for each nominee or otherwise that such stockholder
withholds from the proxies discretion to cumulate votes.
The statements contained in the CAI proxy materials and the
report prepared by Institutional Shareholder Services
indicating that stockholders may not split their vote between
CFC's and CAI's nominees is simply incorrect as a matter of law
and fact.
Your vote is important to us. If you need any assistance in
correctly completing your white proxy card so as to insure that
your shares are voted as you desire, please call D.F. King &
Co., Inc. at toll-free 1-800-714-3310.
Sincerely,
/s/ William A. Fitzgerald
William A. Fitzgerald
Chairman of the Board and
Chief Executive Officer<PAGE>
[Letterhead of D.F. King & Co., Inc.]
November 17, 1995
Re: Commercial Federal Corporation
Dear Commercial Federal Stockholder:
It has come to our attention that there is some confusion as to
whether or not, and how, a stockholder may split his or her
vote between the nominees of Commercial Federal Corporation
("CFC") for director and those of CAI Corporation ("CAI").
We have confirmed with Commercial Federal's counsel and the
independent inspectors of election, CT Corporation System, that
stockholders may split their votes between nominees of CFC and
CAI on CFC's white proxy card in connection with the election
of directors at the annual meeting of stockholders to be held
on November 21, 1995. Stockholders may do so by crossing out
the name of any of the CFC nominees on the white proxy card,
writing the names of one or more CAI nominees in place thereof,
and indicating thereon either the exact number of shares to be
voted for each nominee or otherwise that such stockholder
withholds from the proxies discretion to cumulate votes.
The statements contained in the CAI proxy materials and the
report prepared by Institutional Shareholder Services
indicating that stockholders may not split their vote between
CFC's and CAI's nominees is simply incorrect as a matter of law
and fact.
Your vote is important to us. If you need any assistance in
correctly completing your white proxy card so as to insure that
your shares are voted as you desire, please call the
undersigned at (212) 493-6966.
Sincerely,
/s/ Walter A. Denby
Walter A. Denby
Senior Vice President
