SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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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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14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
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Rule 14a-6(i)(3).
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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.
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[Letterhead of Commercial Federal Corporation]
ANNUAL MEETING -- NOVEMBER 21
PLEASE VOTE TODAY
November 13, 1995
Dear Fellow Stockholder:
Our annual meeting is rapidly approaching on Tuesday,
November 21, and each of us wanted to take a moment to thank
all of our stockholders for their continuing strong support.
Your loyalty and resolve are deeply appreciated.
Because your vote is important to the future of
Commercial Federal and your investment, we are again writing to
ask for your support. Your Board is firmly committed to maxi-
mizing stockholder value and will explore all alternatives to
achieve our objective. We urge you to support your Board and
its experienced nominees by signing, dating and promptly mail-
ing your WHITE proxy.
OUR COMMITMENT TO ALL STOCKHOLDERS
In its desperate attempt to get your vote, CAI wants
you to believe that our primary interest is remaining indepen-
dent. Nothing could be further from the truth. For the
record, our commitment to all stockholders is to maximize the
value of their investment in Commercial Federal in both the
short and long term, and 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, if and when such proposals make sense
for all our stockholders.
Indeed, we are fully aware of the changing nature of
our industry, and we are working closely with Merrill Lynch to
make sure that all our stockholders benefit fully from the best
opportunities for growth in stockholder value that may be
available. We are independent, experienced and dedicated pro-
fessionals, and our loyalty is to you. We ask only for your
continued trust and loyalty in return, based upon our commit-
ment and long record of success on your behalf.
OUR RECORD OF SUCCESS
CAI attempts to disparage our record of success and
history of accomplishment on your behalf and warns that if your
Board prevails it will be more "business as usual." Take a
close look at our record of "business as usual":<PAGE>
- 65% annual compounded growth rate in stock price
per share since November 13, 1990. For example,
if you invested $1,000 in Commercial Federal
common stock on such date, your investment would
today be worth $12,230.
- 17% annual compounded growth rate in stockhold-
ers' equity since June 30, 1990.
- Operating income increased from a loss of $31.9
million as of June 30, 1990 to a profit of $46.6
million, with a 22% increase in 1995 alone.
- Quarterly cash dividend implemented and paid in
October 1996.
While achieving these successes, we also increased the value of
our Midwest franchise by expanding by 82% the number of our
offices, significantly reduced non-performing assets, and dra-
matically improved our return on assets and efficiency ratio.
It is this outstanding record of performance that CAI has
labeled "business as usual," and we are proud of that record --
a record which has provided and continues to provide you with
superior returns on your investment.
Like you, we have a significant financial interest in
Commercial Federal and we are committed to doing what is right
for all Commercial Federal stockholders. CAI's one agenda item
-- to allow CAI to cash out (in cash or securities) on its
highly successful and lucrative position -- does not warrant
your support of their nominees. Further, to reach our goals on
your behalf we need a unified and focused Board, not a divided
one. We urge you to provide us with the means to achieve our
mutual objectives on your behalf. As your vote is critical to
that end, please sign, date and mail your WHITE proxy today.
Thank you for your patience during this proxy contest
and, most importantly, for your continued support.
Sincerely,
/s/ William A. Fitzgerald /s/ Talton K. Anderson /s/ Sharon G. Marvin
William A. Fitzgerald Talton K. Anderson Sharon G. Marvin
/s/ Robert F. Krohn /s/ Charles M. Lillis /s/ Robert S. Milligan
Robert F. Krohn Charles M. Lillis Robert S. Milligan
/s/ James P. O'Donnell /s/ Carl G. Mammel /s/ Michael T. O'Neil
James P. O'Donnell Carl G. Mammel Michael T. O'Neil<PAGE>
IMPORTANT
Your vote is important and time is short. Regardless of
the number of shares of Commercial Federal Common Stock you
own, please vote as recommended by your Board of Directors by
signing, dating and mailing your WHITE proxy card. Please act
today. And, discard all Blue cards you may receive from CAI.
If you own 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 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 immediately to ensure that your
vote is counted.
If you have any questions or need assistance in voting
your shares, please call D.F. King & Co., Inc., which is
assisting us, toll-free at 1-800-714-3310.
