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 have previously been sent to you 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 please find a copy of Commercial
Federal's latest Stockholder Letter.
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
Commercial Federal and if you wish to direct the Plan trustee
to vote shares allocated to your account(s) in connection with<PAGE>
the proposal of the Board of Directors and the stockholder
proposal described in the previously distributed Commercial
Federal 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.
CAI Corporation, a stockholder of Commercial Federal,
is soliciting proxies for a slate of directors in opposition to
the slate endorsed by the Commercial Federal Board of
Directors, against the Board's proposal and in favor of the
stockholder proposal, which proposals are described in the
previously distributed Commercial Federal proxy statement. CAI
Corporation's proxy statement and other soliciting materials
have previously been distributed to you by the Plan trustee.
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
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
November 7, 1995<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 have previously been sent to you 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 please find a copy of Commercial
Federal's latest Stockholder Letter.
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
connection with the slate of directors endorsed by the Board of
Directors of Commercial Federal and if you wish to direct the<PAGE>
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 previously
distributed Commercial Federal 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.
CAI Corporation, a stockholder of Commercial Federal,
is soliciting proxies for a slate of directors in opposition to
the slate endorsed by the Commercial Federal Board of
Directors, against the Board's proposal and in favor of the
stockholder proposal, which proposals are described in the
previously distributed Commercial Federal proxy statement. CAI
Corporation's proxy statement and other soliciting materials
have previously been distributed to you by the Plan
administrator.
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
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
November 7, 1995
