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 the
[ ] Definitive Proxy Statement 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 com-
puted 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 registra-
tion 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 BANK]
October 12, 1995
TO: All Employees
FROM: Stan R. Blakey
RE: CAI Proxy Solicitation
As you know, this year we are involved in a proxy contest with
CAI Corporation. CAI and its proxy solicitation firm
(Georgeson & Co.) have begun to solicit votes from Commercial
Federal stockholders for CAI's two board nominees and its non-
binding stockholder proposal. Many stockholders have already
received CAI's proxy materials and are now receiving telephone
calls. Commercial Federal's proxy materials also have been
mailed and our solicitation is commencing. D.F. King is
assisting your Company. There will be additional mailings to
stockholders from both sides.
The following information should help you address any questions
you receive from customers, friends, family or acquaintances
regarding these solicitations.
To support our existing board of directors and its proven
formula for success, stockholders need only follow closely
these two simple steps:
1. SIGN, DATE and PROMPTLY MAIL Commercial
Federal's WHITE proxy card in the postage-paid
envelope provided.
2. DO NOT RETURN ANY BLUE PROXY CARDS SENT BY CAI -
not even as a vote of protest. To avoid
mistakes, simply discard--throw away--CAI's
material upon receipt.
IF YOU VOTED CAI'S BLUE PROXY CARD BEFORE RECEIVING YOUR
COMMERCIAL FEDERAL WHITE PROXY CARD, YOU HAVE EVERY RIGHT TO
CHANGE YOUR VOTE SIMPLY BY SIGNING, DATING AND MAILING THE
WHITE PROXY CARD. THIS WILL CANCEL YOUR EARLIER VOTE SINCE
ONLY THE LATEST DATED PROXY CARD WILL COUNT.
If stockholders own shares in the name of the brokerage firm,
only their broker can vote their shares and only after
receiving specific instructions. As such, stockholders should
also promptly sign, date and mail their WHITE card upon receipt
from their broker for each separate account maintained.
Remember, each and every proxy is of importance no matter how
few shares are owned.
For your further information, the attached letter was recently
sent to all shareholders.
Questions should be directed to my attention at extension 1253.
SRB:tmf
