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>
[Letterhead of Commercial Federal Corporation]
TO: PARTICIPANTS IN THE COMMERCIAL FEDERAL RETIREMENT
SAVINGS PLAN
Under the terms of the Commercial Federal Retirement
Savings Plan, as amended (the "Plan"), you have the right to
direct the Plan trustee in writing as to the manner in which
you wish to vote the shares of common stock of Commercial
Federal Corporation ("Commercial Federal") allocated to your
Plan account(s) at Commercial Federal's 1995 Annual Meeting of
Stockholders. Under the terms of the Plan and subject to the
Plan trustee's responsibilities under applicable law, the Plan
trustee will vote your allocated shares in accordance with your
instructions and will NOT vote your allocated shares if you do
not provide instructions. Therefore, we encourage you to
exercise your right to direct the voting of your allocated
shares at the meeting.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting
of shares in your account(s) by completing, signing and
returning the enclosed confidential voting instruction card.
Proxy cards supplied with proxy materials are not appropriate
for the purpose of instructing the Plan trustee in connection
with the voting of shares allocated to your Plan account(s).
CONFIDENTIALITY OF VOTING INSTRUCTIONS. Your
instructions to the Plan trustee will be completely
confidential. Commercial Federal has engaged an independent
firm, Corporate Election Services, Inc. of Pittsburgh, PA, to
serve as the confidential vote processing agent for the Plan.
Voting instruction cards are to be sent (using the postage-paid
envelopes provided therewith) to Corporate Election Services,
Inc. and should NOT be sent to Commercial Federal or its proxy
solicitor, D.F. King & Co., Inc.
Corporate Election Services, Inc. will count your
votes and report the aggregate totals of all voting
instructions to the Plan trustee. Corporate Election Services,
Inc. has agreed to maintain your voting instructions in strict
confidence. In no event will your voting instructions be
reported to Commercial Federal.
DELIVERY OF PROXY MATERIALS. A copy of the proxy
statement of Commercial Federal and a copy of its 1995 Annual
Report to Stockholders are enclosed for your review. As noted
in the proxy statement, the 1995 Annual Meeting is scheduled
for November 21, 1995, at 10:00 a.m., in Omaha, Nebraska.
Enclosed is a confidential voting instruction card
which you should use if you wish to direct the Plan trustee to
vote shares allocated to your account(s) in connection with the
slate of directors endorsed by the Board of Directors of<PAGE>
Commercial Federal and if you wish to direct the Plan trustee
to vote shares allocated to your account(s) in connection with
the proposal of the Board of Directors and the stockholder
proposal described in the enclosed proxy statement. PLEASE
NOTE THAT TO DIRECT THE PLAN TRUSTEE TO VOTE WITH RESPECT TO
ANY OF THE FOREGOING, YOU MUST SPECIFICALLY MARK YOUR
INSTRUCTIONS ON THE CONFIDENTIAL VOTING INSTRUCTION CARD.
ITEMS LEFT BLANK WILL NOT BE CONSIDERED INSTRUCTIONS TO THE
PLAN TRUSTEE.
The Plan trustee understands that CAI Corporation, a
stockholder of Commercial Federal, has prepared a proxy
statement soliciting proxies for a slate of directors in
opposition to the slate endorsed by the Board of Directors in
the enclosed Commercial Federal proxy statement, against the
Board's proposal and in favor of the stockholder proposal,
which proposals are described in the enclosed Commercial
Federal proxy statement. If CAI Corporation's proxy statement
and other soliciting materials are provided to the Plan
trustee, the Plan trustee will distribute such materials to
you. Additional confidential voting instruction cards will be
provided that will permit participants of the Plan to instruct
the Plan trustee regarding the voting of shares allocated to
their account(s) in connection with the matters described in
any such additional proxy solicitation materials distributed by
CAI Corporation.
Voting instructions for your allocated shares under
the Plan must be received by 5:00 p.m. Eastern time on November
16, 1995 on the voting instruction cards provided by the Plan
trustee for that purpose. AGAIN, ALL VOTING INSTRUCTION CARDS
SHOULD BE FORWARDED TO CORPORATE ELECTION SERVICES, INC. AND
SHOULD NOT BE MAILED TO COMMERCIAL FEDERAL OR ITS PROXY
SOLICITOR, D.F. KING & CO., INC.
In order to make an informed judgment concerning how
to instruct the Plan trustee to vote your allocated shares, YOU
SHOULD READ ALL PROXY MATERIALS CAREFULLY AND THOROUGHLY. The
Plan trustee will not recommend how you should complete your
confidential voting instruction cards.
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION
CARD. You may submit your voting instructions to the
confidential vote processing agent at any time, except that in
order to be effective your instructions MUST BE RECEIVED by not
later than 5:00 p.m. Eastern time on November 16, 1995. If
Corporate Election Services, Inc. receives more than one voting
instruction card from you, the instruction card bearing the
LATEST date will be considered to have cancelled all
instruction cards bearing an earlier date. If more than one
confidential voting instruction card is received from you of
the same date, Corporate Election Services, Inc. will consider
the card bearing the latest postmark as controlling. You may<PAGE>
request additional confidential voting instruction cards at any
time by contacting the Plan trustee at (402) 390-6553.
If you have any questions regarding the procedures
for instructing the Plan trustee, please call (402) 390-6553.
Plan Trustee
October 24, 1995<PAGE>
[FRONT]
COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
TO: PLAN TRUSTEE OF THE COMMERCIAL FEDERAL RETIREMENT SAVINGS
PLAN
I hereby direct you, as Trustee of the Commercial Federal
Retirement Savings Plan, as amended (the "Plan"), to act in
accordance with the instructions I have specified on the
reverse side hereof in voting each share of Commercial Federal
Corporation common stock ("Commercial Federal Stock") allocated
to my account(s) under the Plan at the 1995 Annual Meeting of
Stockholders of Commercial Federal Corporation to be held on
November 21, 1995 (the "Annual Meeting"), and at any
adjournment or postponement thereof. Under the terms of the
Plan and subject to the Plan Trustee's responsibilities under
applicable law, the Plan Trustee will vote Commercial Federal
Stock allocated to the accounts of Plan participants
("Participants") in accordance with timely instructions
received from such Participants and will NOT vote Commercial
Federal Stock allocated to Plan Participants if the Plan
Trustee does not receive timely instructions from such
Participants on or before the date designated below. THERE IS
CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS AND, UNLESS
OTHERWISE INDICATED BY THE PARTICIPANT, AN INSTRUCTION HEREON
TO VOTE FOR THE NOMINEES LISTED IN PROPOSAL 1 WILL BE DEEMED AN
INSTRUCTION TO THE PLAN TRUSTEE TO GIVE THE PROXIES SET FORTH
ON COMMERCIAL FEDERAL CORPORATION'S WHITE PROXY CARD FOR THE
ANNUAL MEETING DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES
FOR WHICH THE UNDERSIGNED IS ENTITLED TO DIRECT THE VOTING AND
TO ALLOCATE SUCH VOTES IN FAVOR OF ONE OR MORE OF SUCH
NOMINEES, AS SUCH PROXIES MAY DETERMINE.
IMPORTANT: Your instructions should be mailed to Corporate
Election Services, Inc. in the enclosed self-addressed
envelope. No postage is required. In order to comply with your
instructions, this card must be properly executed and mailed to
Corporate Election Services, Inc. so as to be received before
5:00 p.m. Eastern time on November 16, 1995.
DO NOT MAIL THESE INSTRUCTIONS TO COMMERCIAL FEDERAL
CORPORATION OR COMMERCIAL FEDERAL CORPORATION'S PROXY
SOLICITOR, D.F. KING & CO., INC.
(Continued--To be Dated and Signed on Other Side)
<PAGE>
[BACK]
INDICATE YOUR INSTRUCTIONS WITH AN [X]. ITEMS LEFT BLANK WILL
NOT BE CONSIDERED INSTRUCTIONS TO THE PLAN TRUSTEE.
1. The election as directors of all nominees listed below
(except as marked to the contrary):
FOR WITHHOLD AUTHORITY to vote
all nominees listed below for all nominees listed 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
nominees(s) for which you do not wish to vote on the line
below.
----------------------------------------------------------
2. Board of Director's proposal as described in Commercial
Federal Corporation's Proxy Statement dated October 6,
1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Stockholder proposal submitted by CAI Corporation as
described in Commercial Federal Corporation's Proxy
Statement dated October 6, 1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
Signature(s)____________________
________________________________
Date _____________________, 1995
(IMPORTANT: Please sign exactly
as name appears hereon.)<PAGE>
[Letterhead of Commercial Federal Corporation]
TO: PARTICIPANTS IN THE COMMERCIAL FEDERAL PAYROLL STOCK
PURCHASE PLAN
Under the terms of the Commercial Federal Payroll
Stock Purchase Plan (the "Plan"), you have the right to direct
the Plan administrator in writing as to the manner in which you
wish to vote the shares of common stock of Commercial Federal
Corporation ("Commercial Federal") allocated to your Plan
account(s) at Commercial Federal's 1995 Annual Meeting of
Stockholders. Under the terms of the Plan and subject to the
Plan administrator's responsibilities under applicable law, the
Plan administrator will vote your allocated shares in
accordance with your instructions and will NOT vote your
allocated shares if you do not provide instructions.
Therefore, we encourage you to exercise your right to direct
the voting of your allocated shares at the meeting.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting
of shares in your account(s) by completing, signing and
returning the enclosed confidential voting instruction card.
Proxy cards supplied with proxy materials are not appropriate
for the purpose of instructing the Plan administrator in
connection with the voting of shares allocated to your Plan
account(s).
CONFIDENTIALITY OF VOTING INSTRUCTIONS. Your
instructions to the Plan administrator will be completely
confidential. Commercial Federal has engaged an independent
firm, Corporate Election Services, Inc. of Pittsburgh, PA, to
serve as the confidential vote processing agent for the Plan.
Voting instruction cards are to be sent (using the postage-paid
envelopes provided therewith) to Corporate Election Services,
Inc. and should NOT be sent to Commercial Federal or its proxy
solicitor, D.F. King & Co., Inc.
Corporate Election Services, Inc. will count your
votes and report the aggregate totals of all voting
instructions to the Plan administrator. Corporate Election
Services, Inc. has agreed to maintain your voting instructions
in strict confidence. In no event will your voting
instructions be reported to Commercial Federal.
DELIVERY OF PROXY MATERIALS. A copy of the proxy
statement of Commercial Federal and a copy of its 1995 Annual
Report to Stockholders are enclosed for your review. As noted
in the proxy statement, the 1995 Annual Meeting is scheduled
for November 21, 1995, at 10:00 a.m., in Omaha, Nebraska.
Enclosed is a confidential voting instruction card
which you should use if you wish to direct the Plan
administrator to vote shares allocated to your account(s) in<PAGE>
connection with the slate of directors endorsed by the Board of
Directors of Commercial Federal and if you wish to direct the
Plan administrator to vote shares allocated to your account(s)
in connection with the proposal of the Board of Directors and
the stockholder proposal described in the enclosed proxy
statement. PLEASE NOTE THAT TO DIRECT THE PLAN ADMINISTRATOR
TO VOTE WITH RESPECT TO ANY OF THE FOREGOING, YOU MUST
SPECIFICALLY MARK YOUR INSTRUCTIONS ON THE CONFIDENTIAL VOTING
INSTRUCTION CARD. ITEMS LEFT BLANK WILL NOT BE CONSIDERED
INSTRUCTIONS TO THE PLAN ADMINISTRATOR.
The Plan administrator understands that CAI
Corporation, a stockholder of Commercial Federal, has prepared
a proxy statement soliciting proxies for a slate of directors
in opposition to the slate endorsed by the Board of Directors
in the enclosed Commercial Federal proxy statement, against the
Board's proposal and in favor of the stockholder proposal,
which proposals are described in the enclosed Commercial
Federal proxy statement. If CAI Corporation's proxy statement
and other soliciting materials are provided to the Plan
administrator, the Plan administrator will distribute such
materials to you. Additional confidential voting instruction
cards will be provided that will permit participants of the
Plan to instruct the Plan administrator regarding the voting of
shares allocated to their account(s) in connection with the
matters described in any such additional proxy solicitation
materials distributed by CAI Corporation.
Voting instructions for your allocated shares under
the Plan must be received by 5:00 p.m. Eastern time on November
16, 1995 on the voting instruction cards provided by the Plan
administrator for that purpose. AGAIN, ALL VOTING INSTRUCTION
CARDS SHOULD BE FORWARDED TO CORPORATE ELECTION SERVICES, INC.
AND SHOULD NOT BE MAILED TO COMMERCIAL FEDERAL OR ITS PROXY
SOLICITOR, D.F. KING & CO., INC.
In order to make an informed judgment concerning how
to instruct the Plan administrator to vote your allocated
shares, YOU SHOULD READ ALL PROXY MATERIALS CAREFULLY AND
THOROUGHLY. The Plan administrator will not recommend how you
should complete your confidential voting instruction cards.
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION
CARD. You may submit your voting instructions to the
confidential vote processing agent at any time, except that in
order to be effective your instructions MUST BE RECEIVED by not
later than 5:00 p.m. Eastern time on November 16, 1995. If
Corporate Election Services, Inc. receives more than one voting
instruction card from you, the instruction card bearing the
LATEST date will be considered to have cancelled all
instruction cards bearing an earlier date. If more than one
confidential voting instruction card is received from you of
the same date, Corporate Election Services, Inc. will consider
the card bearing the latest postmark as controlling. You may<PAGE>
request additional confidential voting instruction cards at any
time by contacting the Plan administrator at (402) 390-6553.
If you have any questions regarding the procedures
for instructing the Plan administrator, please call (402) 390-
6553.
Plan Administrator
October 24, 1995<PAGE>
[FRONT]
COMMERCIAL FEDERAL PAYROLL STOCK PURCHASE PLAN
TO: PLAN ADMINISTRATOR OF THE COMMERCIAL FEDERAL PAYROLL STOCK
PURCHASE PLAN
I hereby direct you, as Administrator of the Commercial
Federal Payroll Stock Purchase Plan (the "Plan"), to act in
accordance with the instructions I have specified on the
reverse side hereof in voting each share of Commercial Federal
Corporation common stock ("Commercial Federal Stock") allocated
to my account(s) under the Plan at the 1995 Annual Meeting of
Stockholders of Commercial Federal Corporation to be held on
November 21, 1995 (the "Annual Meeting"), and at any
adjournment or postponement thereof. Under the terms of the
Plan and subject to the Plan Administrator's responsibilities
under applicable law, the Plan Administrator will vote
Commercial Federal Stock allocated to the accounts of Plan
participants ("Participants") in accordance with timely
instructions received from such Participants and will NOT vote
Commercial Federal Stock allocated to Plan Participants if the
Plan Administrator does not receive timely instructions from
such Participants on or before the date designated below.
THERE IS CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS AND,
UNLESS OTHERWISE INDICATED BY THE PARTICIPANT, AN INSTRUCTION
HEREON TO VOTE FOR THE NOMINEES LISTED IN PROPOSAL 1 WILL BE
DEEMED AN INSTRUCTION TO THE PLAN ADMINISTRATOR TO GIVE THE
PROXIES SET FORTH ON COMMERCIAL FEDERAL CORPORATION'S WHITE
PROXY CARD FOR THE ANNUAL MEETING DISCRETIONARY AUTHORITY TO
CUMULATE ALL VOTES FOR WHICH THE UNDERSIGNED IS ENTITLED TO
DIRECT THE VOTING AND TO ALLOCATE SUCH VOTES IN FAVOR OF ONE OR
MORE OF SUCH NOMINEES, AS SUCH PROXIES MAY DETERMINE.
IMPORTANT: Your instructions should be mailed to Corporate
Election Services, Inc. in the enclosed self-addressed
envelope. No postage is required. In order to comply with your
instructions, this card must be properly executed and mailed to
Corporate Election Services, Inc. so as to be received before
5:00 p.m. Eastern time on November 16, 1995.
DO NOT MAIL THESE INSTRUCTIONS TO COMMERCIAL FEDERAL
CORPORATION OR COMMERCIAL FEDERAL CORPORATION'S PROXY
SOLICITOR, D.F. KING & CO., INC.
(Continued--To be Dated and Signed on Other Side)
<PAGE>
[BACK]
INDICATE YOUR INSTRUCTIONS WITH AN [X]. ITEMS LEFT BLANK WILL
NOT BE CONSIDERED INSTRUCTIONS TO THE PLAN ADMINISTRATOR.
1. The election as directors of all nominees listed below
(except as marked to the contrary):
FOR WITHHOLD AUTHORITY to vote
all nominees listed below 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
nominees(s) for which you do not wish to vote on the line
below.
__________________________________________________________
2. Board of Director's proposal as described in Commercial
Federal Corporation's Proxy Statement dated October 6,
1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. Stockholder proposal submitted by CAI Corporation as
described in Commercial Federal Corporation's Proxy
Statement dated October 6, 1995.
FOR AGAINST ABSTAIN
[_] [_] [_]
Signature(s)_____________________
_________________________________
Date_______________________, 1995
(IMPORTANT: Please sign exactly
as name appears hereon.)
