SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
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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).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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[Letterhead of Commercial Federal Corporation]
November 6, 1995
Dear Fellow Stockholder:
I am writing to express my deep concern over CAI
Corporation's recent conduct. CAI has distorted the facts in
an attempt to mislead our stockholders and garner support for
CAI's unqualified and unprofessional nominees. We urge you not
to be misled.
Quite simply, CAI's actions are not in the best
interest of Commercial Federal and its stockholders, and CAI's
nominees are not worthy of your support. The very ineptitude
with which CAI has set forth its rationale for electing its
nominees -- namely by invoking analyses of Keefe Bruyette &
Woods, Inc. -- clearly demonstrates that CAI is not qualified
to serve on your Company's Board. The fact is that Keefe
Bruyette & Woods has indicated that it is NOT voting for any of
the CAI nominees, and instead has voted all of its shares in
favor of Commercial Federal's Chairman and CEO. We urge you to
support your Board of Directors by signing, dating and mailing
today your WHITE proxy.
THE REASONS TO SUPPORT YOUR BOARD ARE OBVIOUS AND COMPELLING
CAI recently set forth its reasons for supporting a
sale or merger of Commercial Federal. Even to the extent that
you agree with some of their reasons, there is no reason
whatsoever to support CAI and its nominees. The reasons for
supporting your Board and management team are clear and simple:
1. CAI'S NOMINEES ARE NOT QUALIFIED TO SERVE AS YOUR
DIRECTORS. CAI's nominees in our view fail to meet
the high standards of professionalism and conduct
that are required of fiduciaries of public banking
and thrift institutions. Disruptive in all of their
dealings with Commercial Federal, CAI's nominees are
interested only in what will serve their own personal
financial interests and have engaged in manipulative
and misleading conduct, especially in their most
recent communications with our stockholders. Your
Board, on the other hand, has at all times conducted
itself with integrity and maintained a broad-minded
perspective.
2. CAI'S OWN PURPORTED "ADVISOR" SUPPORTS MANAGEMENT.
CAI's latest stockholder letter is a clear attempt to
mislead stockholders by referring to some analyses
that Keefe Bruyette & Woods, Inc. performed for CAI
prior to the commencement of this proxy contest.
What CAI conveniently fails to disclose is that Keefe
is NOT advising CAI in connection with this proxy
contest, Keefe has NOT consented to the reference to
its firm in CAI's solicitation materials and Keefe<PAGE>
has in fact voted all of its shares in favor of the
election of William Fitzgerald and NONE of its shares
in favor of any of the CAI nominees.
3. CAI'S MESSAGE IS OLD AND OBVIOUS. For the past sev-
eral years CAI has pursued one agenda item and one
item only -- seeking a sale of Commercial Federal to
allow CAI to cash out (in cash or securities) on its
highly successful and lucrative ownership position.
We don't need CAI to tell us that stockholders
usually obtain a premium when their company is sold.
We don't need CAI to tell us when and how it is best
to maximize stockholder value. Indeed, had we
listened to CAI in June 1993 and pursued a sale of
the Company at that time, stockholders would have
foregone substantial improvements in the value of
their investment.
4. YOUR BOARD IS FIRMLY COMMITTED TO MAXIMIZING
STOCKHOLDER VALUE. CAI attacks the Board's policy of
"business as usual." This "business as usual" has
delivered exceptional increases in your stock price
over the past several years, combined with
significant increases in earnings per share and our
franchise value and a substantial reduction in
nonperforming assets. Your Board is dedicated to
maximizing stockholder value and has done so, and
will continue to do so, without any help or
assistance from CAI.
5. YOUR BOARD WILL CONSIDER ALL OPTIONS FOR MAXIMIZING
STOCKHOLDER VALUE. Your Board has not foreclosed any
option for maximizing stockholder value and is open
to considering any and all proposals for merger
transactions or business combinations with other
financial institutions if and when such proposals
make sense for our stockholders.
6. YOUR BOARD WILL CONTINUE TO WORK WITH MERRILL LYNCH
IN EXPLORING ALL STRATEGIC ALTERNATIVES FOR MAXIMIZ-
ING STOCKHOLDER VALUE, AS SET FORTH IN YOUR BOARD'S
OWN PROPOSAL. Your Board recognizes that our
industry is in the process of undergoing tremendous
change and will remain attuned to those changes to
endeavor to make sure that our stockholders benefit
fully from the best opportunities for growth in
stockholder value that the future will provide. And,
who is better qualified to advise and assist us in
such a process than Merrill Lynch, one of the premier
investment banking companies in the nation.
7. YOUR BOARD IS LOYAL AND DEDICATED TO YOUR INTERESTS
AND WILL CONTINUE TO ACT IN YOUR BEST INTERESTS.
Your Board will pursue the strategies that are right
for all stockholders and is committed to remaining
open to all attractive strategic options for the
Company. Your Board is comprised of independent and
dedicated professionals that place their loyalty to<PAGE>
the Company and its stockholders above all other
interests, as demonstrated by its long record of
success. It is your Board and not CAI that are the
proper fiduciaries for your best interests.
8. EVEN IF YOU SUPPORT CONSIDERING A MERGER FOR THE COM-
PANY AT THIS TIME IT DOES NOT MEAN THAT YOU SHOULD
SUPPORT CAI. Commercial Federal's WHITE proxy card
affords stockholders an opportunity to vote for
either the Board's proposal or CAI's proposal. Your
Board urges you to vote your preferences on
Commercial Federal's WHITE proxy card and to discard
all blue proxy cards being distributed by CAI. One
thing is clear: There is no need to place
unqualified and disruptive directors on the Board to
make your views known.
9. CAI HAS NOT "INVESTED" IN COMMERCIAL FEDERAL AND HAS
BUT ONE OBJECTIVE -- TO CASH OUT ON ITS HIGHLY
LUCRATIVE PURCHASE OF SHARES. CAI has not invested
in Commercial Federal and its future. CAI purchased
600,000 shares of Variable Rate Series A Preferred
Stock of Commercial Federal's predecessor bank for
$1,000 in the early 1990's. CAI received millions of
dollars from Commercial Federal in respect of those
securities (and the securities into which they were
subsequently converted) and in turn reinvested only a
small portion of those monies in the Company by
purchase of its current common stock position in the
Company.
10. YOUR BOARD HAS A SIGNIFICANT FINANCIAL INTEREST IN
COMMERCIAL FEDERAL AND IS COMMITTED TO DOING THE
RIGHT THING FOR STOCKHOLDERS. Your Board has in-
vested real time, money and energy in your Company
and shares fully your interests in seeing that the
value of the Company's stock is maximized for all
stockholders. Indeed, together your Board and
management team beneficially own approximately 5% of
the outstanding Commercial Federal stock, having a
current market value of approximately $25 million.
Your Board and management have a substantial stake in
Commercial Federal -- their interests are aligned
with yours.
As you can see, the reasons for supporting your Board
and management team are compelling. As for CAI, we are
disappointed, but not surprised, at its conduct which can only
be viewed as a desperate attempt to get your vote. Don't be
duped by CAI. PLEASE SUPPORT YOUR EXISTING BOARD OF DIRECTORS
BY SIGNING, DATING AND PROMPTLY MAILING THE ENCLOSED WHITE
PROXY CARD.<PAGE>
Thank you again for your continued loyalty and support.
On behalf of your Board of Directors.
Sincerely,
/s/ William A. Fitzgerald
William A. Fitzgerald
Chairman of the Board
and Chief Executive
Officer<PAGE>
IMPORTANT
Your vote is important. 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.
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.
