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SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[ ] Definitive Proxy Statement
[x ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
COMMERCIAL FEDERAL CORPORATION
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) 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
(set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________
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:
____________________________________________
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NEWS RELEASE
Contact: Commercial Federal
The Torrenzano Group
Donald W. Schuster
Beth S. Jarecki
(212) 681-1700 ext. 103/115
Franklin Mutual
Holly Gibson
(650) 312-4701
COMMERCIAL FEDERAL CORPORATION AND FRANKLIN MUTUAL ADVISERS, LLC
ANNOUNCE RESOLUTION OF PROXY SOLICITATION
Omaha, Nebraska and Short Hills, New Jersey (October 29,
1999) -- Commercial Federal Corporation (NYSE: CFB) and Franklin
Mutual Advisers, LLC today announced that they have settled the
litigation and ended the proxy contest relating to the election
of directors at Commercial Federal's upcoming annual shareholders
meeting.
As a result of the agreement, the four directors to be
nominated for election at Commercial Federal's upcoming
shareholders meeting will include Robert F. Krohn, Michael P.
Glinsky, George R. Zoffinger and Joseph P. Whiteside. The first
two nominees have been selected by Commercial Federal and the
latter two have been selected by Franklin Mutual.
Mr. Zoffinger is the president and chief executive officer
of Constellation Capital Corp., a New Jersey-based commercial
finance and investment company. He is also a director of
Admiralty Bank Corp., a bank holding company located in Florida.
He is the former chairman of Corestates New Jersey National Bank,
a $6 billion bank, as well as the former president and chief
executive officer of Constellation Bancorp, a bank holding
company which was sold to Corestates in 1993.
Mr. Whiteside has had a highly successful career in the
banking industry spanning more than 30 years. He spent 16 years
with Mellon Bank in Pittsburgh before going on to serve as the
chief financial officer of several publicly traded banking
companies in the United States. Mr. Whiteside currently serves
as a senior adviser to National Australia Bank and as Chairman of
WeatherWise USA, Inc., a Pittsburgh-based company that provides
financial and other services to the public utilities industry.
Raymond Garea, senior vice president of Franklin Mutual,
stated that "I'm happy that we have been able to settle this
dispute amicably and in the best interests of the Commercial
Federal shareholders."
Mr. William Fitzgerald, chairman and chief executive officer
of Commercial Federal, echoed Mr. Garea's sentiments, stating
that "We are very happy to be able to resolve this matter
and move forward with an excellent Board of Directors that is
dedicated to the best interests of all of our shareholders."
Commercial Federal Corporation is the parent company of
Commercial Federal Bank, a $12.8 billion federal savings bank,
which currently operates 257 retail offices in Iowa, Kansas,
Nebraska, Colorado, Oklahoma, Missouri, Arizona, Minnesota, and
South Dakota.
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Franklin Mutual Advisers, LLC serves as the investment
manager for the Mutual Series funds and is headquartered at 51
JFK Parkway, Short Hills, New Jersey 07078.
