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)
Payment of Filing Fee (Check the appropriate box):
[ ] $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.
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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:<PAGE>
URGENT MESSAGE: PLEASE READ & VOTE BY PHONE TODAY
COMMERCIAL FEDERAL CORPORATION
ANNUAL MEETING - NOVEMBER 21, 1995
IMPORTANT MESSAGE FROM COMMERCIAL FEDERAL
Dear Fellow Stockholder:
In just a few days - on November 21 - stockholders
will decide a matter of critical importance to the future of
their investment in Commercial Federal. Our records indicate
that we have not yet received your proxy.
Your Board of Directors remains firmly committed to
maximizing stockholder value in both the short and long term
and will explore all alternatives to achieve our objective. We
have not foreclosed any option to achieve our goal, including
considering any and all proposals for merger transactions or
business combinations with other financial institutions.
Based upon our long record of success on your behalf
and our commitment to you, we ask for your trust and loyalty in
return.
There is a lot at stake. Vote to support your Board
which is dedicated to acting in the best interest of all Com-
mercial Federal Stockholders - vote "FOR" the Commercial Fed-
eral nominees, "FOR" the Board of Directors' Proposal No. 2,
and "AGAINST" Proposal No. 3, CAI's Stockholder Proposal.
Since time is short and your vote is critical, we
have established a method to enable you to vote via toll-free
proxygram. To be sure your vote is received in time, please
follow the simple steps listed below. Thank you for your sup-
port.
Very truly yours,
/s/ William A. Fitzgerald
William A. Fitzgerald
Chairman & CEO<PAGE>
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE
COMPANY ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call toll-free 1-800-___-____ anytime, day or night.
2. Tell the operator that you wish to send a proxygram to
I.D. No. ____.
3. State your name, address and telephone number.
4. State your bank or broker at which your shares are held
and your control number as shown below:
BANK/BROKER:
CONTROL NO.:
NO. OF SHARES:
5. This proxygram constitutes the written instruction of the
beneficial shareholder.
6. If you need assistance in voting, please call D.F. King &
Co., Inc. at toll-free 1-800-714-3310.<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 CORPORA-
TION (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, No-
vember 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 DI-
RECTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" PROPOS-
ALS 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.
_______________________________________________________________<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
___
1. The election as directors of all /__/ FOR all nominees listed below
nominees listed below (except as
marked to the contrary): ___
/__/ WITHHOLD AUTHORITY to
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), give that
nominee(s) name to the operator.
2. Board of Directors' proposal as ___ ___ ___
described in the Corporation's /__/ FOR /__/ AGAINST /__/ ABSTAIN
Proxy Statement dated
October 6, 1995.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 3.
3. Stockholder proposal submitted ___ ___ ___
by CAI Corporation as described /__/ FOR /__/ AGAINST /__/ ABSTAIN
in the Corporation's Proxy
Statement dated October 6, 1995.
4. As directed by the Board of Directors, such other
matters as may properly come before the Meeting.
