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
[ ] Definitive Additional Materials
[X] 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.
[X] 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:
$500
2) Form, Schedule or Registration Statement No.:
Schedule 14A<PAGE>
3) Filing Party:
Commercial Federal Corporation
4) Date Filed:
September 29, 1995<PAGE>
[Letterhead of Commercial Federal Corporation]
Dear Fellow Stockholder:
I am pleased to report that on October 4, 1995, the
Board of Directors of Commercial Federal Corporation
established a policy of paying a regular quarterly cash
dividend, and declared an initial quarterly dividend in the
amount of $.10 per share on its common stock. We've looked
forward to this announcement for some time, and our first
dividend will be payable on October 31, 1995, to stockholders
of record on October 16, 1995.
Implementation of Commercial Federal's dividend
policy--an integral part of our long-term plan--is further
evidence of your Company's substantial accomplishments on
behalf of our stockholders. Stockholder value has been growing
at an impressive rate and the Company's recent accomplishments
have translated into a significant 170% rise in our stock price
since September 25, 1992. And, fiscal year 1995 was a record
year for your Company and we look to the future with optimism.
CAUTION
There is another important development of which you
should be aware. A dissident stockholder, CAI Corporation, has
commenced a proxy contest in connection with this year's annual
meeting and you may soon be receiving CAI's proxy materials.
CAI Corporation wants to elect two of its own nominees to your
Board of Directors in place of two of the three highly
qualified nominees proposed by your Board. CAI will also be
seeking your support for its nonbinding stockholder proposal.
Our proxy materials will be sent to you shortly. Until then,
we caution you not to sign any proxy card which this dissident
group may send to you.
Your Board of Directors deeply regrets that CAI
Corporation has started a proxy contest. We assure you that
your Board will continue to remain open to all options
available for maximizing stockholder value and will manage your
Company's affairs in the best interests of all its
stockholders. In light of the proxy contest, your vote will be
extremely important, regardless of the number of shares you
own. We again urge you not to sign any proxy you may receive
from the opposition group. We will keep you informed of all
significant developments.
On behalf of your Board of Directors, thank you for
your continued support.
Sincerely,
/s/William A. Fitzgerald
William A. Fitzgerald
Chairman of the Board
and Chief Executive Officer
If you have any questions or need assistance, please call D.F.
King & Co., Inc., which is assisting us in this matter, at 1-
800-714-3310<PAGE>
CERTAIN INFORMATION CONCERNING
PARTICIPANTS IN PROXY SOLICITATION
The following information concerning the identities
of the "participants" (as defined in Instruction 3 of Item 4 of
Schedule 14A promulgated by the Securities and Exchange
Commission (the "Commission") in the proxy solicitation of
Commercial Federal Corporation ("CFC") referred to below and
the interests of such participants is furnished pursuant to
Rule 14a-11(b)(2) promulgated by the Commission.
CFC will be soliciting proxies for its Annual Meeting
of Stockholders to be held on November 21, 1995 in support of
the election of three nominees named below as directors, in
favor of a proposal of the Board of Directors of CFC, and
against a stockholder proposal.
The CFC nominees, their current positions at CFC and
the approximate number of shares of common stock, par value
$.01 per share ("Shares"), of CFC beneficially owned thereby as
of the date hereof are William A. Fitzgerald (Chairman of the
Board and Chief Executive Officer; 280,881 Shares), Sharon G.
Marvin (Director; 16,392 Shares) and Michael T. O'Neil
(Director; 13,912 Shares). In addition to CFC and its
nominees, the following directors and executive officers of CFC
may be deemed participants in the solicitation of proxies:
Talton K. Anderson (Director; 17,562 Shares), Robert F. Krohn
(Director; 84,284 Shares), Charles M. Lillis (Director; 4,459
Shares), Carl G. Mammel (Director; 52,062 Shares), Robert S.
Milligan (Director; 5,275 Shares), James P. O'Donnell
(Director; 2,789 Shares), James A. Laphen (President and Chief
Operating Officer and Chief Financial Officer; 74,513 Shares),
Gary L. Matter (Senior Vice President, Controller and
Secretary; 17,269 Shares), Joy J. Narzisi (Treasurer; 17,942
Shares), Margaret E. Ash (Senior Vice President and Assistant
Secretary of Commercial Federal Bank (the "Bank"), a wholly
owned subsidiary of CFC; 17,699 Shares), Stan R. Blakey (Vice
President of the Bank; 1,401 Shares), Kevin C. Parks (First
Vice President of the Bank; 3,422 Shares) and Thomas N. Perkins
(First Vice President of the Bank; 8,943 Shares).
