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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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[CFC LETTERHEAD]
November 1, 1999
Dear Fellow Shareholder:
On Friday, October 29, 1999 Commercial Federal Corporation
(the "Corporation") announced an agreement with Franklin Mutual
Advisers, LLC ("Franklin") to settle pending litigation and the
proxy contest relating to the election of directors at the
Corporation's Annual Meeting on November 16, 1999.
We believe this agreement is in the best interests of the
Corporation and its shareholders. It allows your Board of
Directors and executive team to focus on our primary
responsibility to manage the Corporation's business.
The settlement, which is described in the accompanying
Supplement to the Corporation's Proxy Statement dated October 19,
1999 which was previously mailed to you, provides that Franklin
will cease its proxy solicitation and the Corporation will
include the four individuals named below as its slate of nominees
for election as directors at the upcoming Annual Meeting of
Stockholders scheduled for November 16, 1999.
The Board of Directors of the Corporation and Franklin join
in supporting the election of the slate of nominees set forth in
the Supplement.
If you have previously returned our Blue Proxy Card, you do
not need to do anything and your shares will be voted for the
election of the following individuals: Robert F. Krohn, Michael
P. Glinsky, George R. Zoffinger and Joseph J. Whiteside. IF YOU
HAVE PREVIOUSLY RETURNED FRANKLIN'S WHITE PROXY CARD, YOUR SHARES
WILL NOT BE VOTED UNLESS YOU COMPLETE AND RETURN THE ENCLOSED
BLUE PROXY CARD.
Your vote is important, regardless of the number of shares
you own. We urge you to sign, date and mail the enclosed Blue
Proxy Card as soon as possible, even if you currently plan to
attend the Annual Meeting. This will not prevent you from voting
in person, but will assure that your vote is counted if you are
unable to attend the Annual Meeting.
We are asking our shareholders to vote for the election of
these Directors. With your support, we look forward to welcoming
them to your Corporation's Board and are confident they will
share our dedication to acting consistently in the best interests
of all our shareholders.
I am enormously pleased that we have resolved past issues in
a positive spirit and with the promise of a superb and united
Board of Directors committed to serving you, Commercial Federal's
valued shareholders.
On behalf of your Board of Directors, thank you for your
continued support.
Sincerely,
/s/ William A. Fitzgerald /s/ James A. Laphen
William A. Fitzgerald James A. Laphen
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer
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1999 ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 16, 1999
_________________
COMMERCIAL FEDERAL CORPORATION
2120 SOUTH 72ND STREET
OMAHA, NEBRASKA 68124
(402) 554-9200
_________________
SUPPLEMENT TO PROXY STATEMENT DATED
OCTOBER 19, 1999
This Supplement (the "Supplement") amends the Proxy
Statement dated October 19, 1999 (the "Proxy Statement") of
Commercial Federal Corporation (the "Corporation") previously
sent to the Corporation's stockholders in connection with the
1999 Annual Meeting of Stockholders of the Corporation (the
"Annual Meeting") to be held on Tuesday, November 16, 1999 at
10:00 a.m., local time, at the Holiday Inn Central Convention
Centre, 3321 South 72nd Street, "Holiday C" Meeting Room, Omaha,
Nebraska.
The Proxy Statement relating to the Annual Meeting was
mailed to the Corporation's stockholders on or about October 19,
1999. This Supplement to the Proxy Statement, which is being
mailed on or about November 1, 1999, updates the Proxy Statement
to provide information about a settlement which the Corporation
reached with Franklin Mutual Advisers, LLC ("Franklin"), a
stockholder of the Corporation. Pursuant to the terms of the
settlement, Franklin has agreed to cease its proxy solicitation
and the Corporation will include the four individuals named below
as its slate of nominees for election as directors at the Annual
Meeting. The Corporation's slate of nominees will now consist of
the following individuals: Robert P. Krohn, Michael P. Glinsky,
George R. Zoffinger and Joseph J. Whiteside. Robert S. Milligan
and Sharon G. Marvin, two existing directors of the Corporation,
will no longer stand for reelection at the Annual Meeting. This
Supplement also provides certain biographical and other
information regarding the nominees.
A new Blue Proxy Card is being provided with this
Supplement. The new card differs from the Blue Proxy Card
previously sent to you in that it substitutes the names of
Messrs. Zoffinger and Whiteside for those of Mr. Milligan and Ms.
Marvin.
Pursuant to the terms of the original Blue Proxy Card,
persons who executed such card conferred discretionary authority
on the proxies named therein to vote with respect to the election
of any person recommended by the Board of Directors as a director
where an originally-named nominee is unable to serve or for good
cause will not serve. As such, previously returned Blue Proxy
Cards will be voted FOR the election of Messrs. Krohn, Glinsky,
Zoffinger and Whiteside.
If you have previously returned your Blue Proxy Card and do
not want to change your vote, you need not return a new card. If
you have previously returned Franklin's White Proxy Card,
however, your shares will not be voted at the Annual Meeting
unless you execute and return a Blue Proxy Card. If you have not
returned any proxy card or if you are unsure of whether you have
done so, you are urged to mark, sign, date and return the
enclosed Blue Proxy Card as soon as possible.
Pursuant to the Bylaws of the Corporation and Nebraska law,
every stockholder entitled to vote for the election of directors
has the right to vote the number of shares owned thereby for as
many persons as there are directors to be elected, or to cumulate
votes by multiplying the number of shares held by such
stockholder by the number of directors to be elected and to cast
such votes for one director or distribute them among any number
of candidates. Unless otherwise indicated by the stockholder, a
vote FOR the Board of Directors' nominees on the accompanying
Blue Proxy Card will give the proxies named therein discretionary
authority to cumulate all votes to which the
stockholder is entitled and to allocate such votes in favor of
one or more of the Board's nominees, as the proxies may
determine. Additionally, executed proxies will confer
discretionary authority on the proxies named therein to vote with
respect to the election of any person recommended by the
Board of Directors as a director where the nominee is unable to
serve or for good cause will not serve (an event not now
anticipated).
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The Board of Directors intends to vote all of the shares for
which it is given proxies, to the extent permitted thereunder,
FOR the election of the Board's nominees and intends to cumulate
votes so as to maximize the number of such nominees elected to
serve as directors of the Corporation.
Execution of a Blue Proxy Card will not affect your right to
attend the Annual Meeting and to vote in person. A stockholder
executing a proxy may revoke such proxy at any time before it is
voted by (i) filing a written notice of revocation with the
Secretary of the Corporation at the address
provided above, (ii) filing a duly executed proxy bearing a later
date, or (iii) attending and voting in person at the Annual
Meeting. Attendance at the Annual Meeting without voting thereat
will not revoke a proxy previously executed and duly submitted by
you.
THE SETTLEMENT
On October 29, 1999, the Corporation and Franklin entered
into a written agreement providing for the settlement of all
litigation between the parties and the proxy contest (the
"Settlement Agreement"). The following description is a summary
of the provisions of the Settlement Agreement.
FRANKLIN SOLICITATION; DIRECTOR NOMINEES. The Settlement
Agreement provides that Franklin will immediately cease its
solicitation of proxies in connection with the Annual Meeting and
will not vote any proxies it has solicited at the Annual Meeting.
Franklin has also agreed to vote its shares in favor of the
Corporation's reconfigured slate of directors.
The Corporation agreed to include George R. Zoffinger and
Joseph J. Whiteside in place of two of its previously announced
nominees and they, together with Robert F. Krohn and Michael P.
Glinsky, will constitute all of the nominees for the four seats
up for election at the Annual Meeting. Robert S. Milligan and
Sharon G. Marvin who had been named in the Corporation's Proxy
Statement will no longer stand for reelection at the Annual
Meeting. J. Thomas Burcham and Matthew P. Wagner who had been
named in Franklin's proxy materials as a nominee and alternate,
respectively, also will not stand for election. In the event
that either Mr. Zoffinger or Mr. Whiteside, or both, are unable
or unwilling to stand for election at the Annual Meeting (an
event not now anticipated), the Corporation has agreed to permit
Franklin to select a replacement nominee who is mutually
acceptable to the Corporation and Franklin. The Corporation has
agreed to nominate any such replacement nominee at the Annual
Meeting.
DISMISSAL OF LITIGATION AND RELEASES. All pending
litigation between the parties has been dismissed with prejudice.
The Settlement Agreement also provides for mutual releases by all
parties to the litigation of all claims relating to the proxy
solicitation, the Annual Meeting and all related matters.
BY-LAW AMENDMENT. The parties agreed that the Corporation's
recently-announced By-Law amendment, which provides that no
person who is a controlling person or management official of a
federally insured depository organization (other than affiliates
of the Corporation) that operates branches in any market in which
the Corporation operates branches shall be eligible to be
nominated for
service, or to serve, as a director of the Corporation, shall
remain in effect.
EXPENSES. Each party agreed to bear its own expenses
resulting from the proxy contest and the related litigation.
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OTHER. The Corporation represented in the Settlement
Agreement that it had no present intention to increase the size
of the Board of Directors to more than 10 members.
PROPOSAL I -- ELECTION OF DIRECTORS
The following table sets forth the names and certain other
information with respect to the Board of Directors' nominees for
election as directors, each to serve a three-year term or until
his successor is elected and qualified. This table amends the
disclosure set forth under "Proposal I--Election of Directors"
only with respect to the names (and related biographical and
other information) of the Corporation's nominees for directors at
the Annual Meeting.
2
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<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
YEAR FIRST BENEFICIALLY
AGE AT ELECTED OR CURRENT OWNED AT
OCTOBER 13, APPOINTED TERM OCTOBER 13, PERCENT
NAME 1999 AS DIRECTOR TO EXPIRE 1999 (1) OF CLASS
---- ----------- ----------- --------- ------------ --------
<S> <C> <C> <C> <C> <C>
Robert F. Krohn 66 1984 1999 184,096 (2) .31%
Michael P. Glinsky 54 1997 1999 12,965 (2) .02%
George R. Zoffinger 51 N/A N/A 1,000 (3) --%
Joseph J. Whiteside 58 N/A N/A -- --%
________________
N/A Not applicable.
(1) Includes certain shares of Common Stock owned by businesses in which the
director is an officer or major stockholder or by a spouse, or as a custodian or
trustee for minor children, over which shares the named individual effectively
exercises sole or shared voting and investment power, unless otherwise
indicated. Also includes shares held in retirement accounts or funds for the
benefit of the named individuals.
(2) Includes 16,281 and 11,527 shares, respectively, which Directors Krohn and
Glinsky have the right to purchase pursuant to the exercise of stock options.
(3) All shares owned by the Zoffinger Family Limited Partnership.
</TABLE>
The following sets forth certain additional information
with respect to the four nominees for election as directors.
Information with respect to those members of the Board of
Directors whose terms continue after the Annual Meeting can be
found in the Proxy Statement.
ROBERT F. KROHN - Chairman and Chief Executive Officer of
PSI Group, Inc., a national mail presort company. Mr. Krohn is
the former President and Chief Executive Officer of HDR,
Inc., an international architecture, planning and engineering
firm. Mr. Krohn served as Chairman of the Board of the
Corporation and the Bank from 1990 through 1994.
MICHAEL P. GLINSKY - Retired Executive Vice President and
Chief Financial Officer of U.S. WEST, Inc., an international
telecommunications, entertainment and directory and information
services company, a position he held from 1996 to 1998. Mr.
Glinsky served as managing partner of the Denver office of
Coopers & Lybrand LLP from 1990 to 1996 and had served in
various other capacities with that firm since 1967.
GEORGE R. ZOFFINGER - President and Chief Executive Officer
of Constellation Capital Corp., since February 1998. Mr.
Zoffinger served as President and Chief Executive Officer of
Constellation Bank Corp. from December 1991 to December 1995
and as President and Chief Executive Officer of Value Property
Trust from October 1995 to February 1998. Mr. Zoffinger serves
as a director of New Jersey Resources, Inc., MFN Financial
Corp., Admiralty Bank Corp. and Atlas Steel Corp.
3
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JOSEPH J. WHITESIDE - Senior Advisor since 1996 to National
Australia Bank and Chairman of WeatherWise USA, Inc., a
Pittsburgh-based company that provides financial and other
services to the public utilities industry. From 1994 to 1996,
Mr. Whiteside served as Executive Vice President and Chief
Financial Officer of Michigan National Corp., a bank holding
company based in Farmington Hills, Michigan.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary L. Matter
GARY L. MATTER
SECRETARY
Omaha, Nebraska
November 1, 1999
4
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IMPORTANT
Your vote is important. Please vote as recommended by your
Board of Directors by signing, dating and mailing your enclosed
Blue Proxy Card in the postage-paid envelope provided. Time is
short, so please act today. 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 (800) 431-9629.
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[FORM OF PROXY CARD]
COMMERCIAL FEDERAL CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
NOVEMBER 16, 1999 ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Talton K. Anderson, Carl
G. Mammel and James P. O'Donnell and each of them, with full
power of substitution, as attorneys in fact, agents and proxies
for the undersigned to vote all of the shares of Common Stock,
par value $.01 per share, of COMMERCIAL FEDERAL CORPORATION (the
"Corporation") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held at the Holiday Inn
Central Convention Centre, 3321 South 72nd Street, "Holiday C"
Meeting Room, Omaha, Nebraska on Tuesday, November 16, 1999 at
10:00 a.m., local time, and at any and all adjournments or
postponements thereof (the "Meeting") as indicated below and as
directed by the Board of Directors, with respect to such other
matters as may properly come before the Meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO
DIRECTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY "FOR" PROPOSAL I. IF OTHER MATTERS ARE
PROPERLY BROUGHT BEFORE THE MEETING, THIS PROXY WILL BE VOTED BY
THOSE NAMED IN THIS PROXY AS DIRECTED BY A MAJORITY OF THE BOARD
OF DIRECTORS. There is cumulative voting in the election of
directors and, unless otherwise indicated by the stockholder, a
vote for the nominees listed in Proposal I will give the proxies
discretionary authority to cumulate all votes to which the
undersigned is entitled and to allocate such votes in favor of
one or more of such nominees, as the proxies may determine.
(Continued To be Dated and Signed On Other Side)
THE UNDERSIGNED HEREBY REVOKES ANY PREVIOUS PROXIES WITH
RESPECT TO THE MATTERS COVERED BY THIS PROXY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL I
I. The election as directors of all nominees listed below
(except as marked to the contrary):
WITHHOLD AUTHORITY
FOR FOR ALL NOMINEES
[ ] [ ]
Robert F. Krohn, Michael P. Glinsky, George R. Zoffinger and
Joseph J. Whiteside
Instruction: To withhold your vote for any
Individual nominee(s), mark "for" above and write
The name(s) of the nominee(s) for which you do not
Wish to vote on the line below.
_____________________________________
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS CARD. JOINT
OWNERS SHOULD EACH SIGN PERSONALLY.
CORPORATION PROXIES SHOULD BE SIGNED
IN CORPORATE NAME BY AN AUTHORIZED
OFFICER. EXECUTORS, ADMINISTRATORS,
TRUSTEES OR GUARDIANS SHOULD GIVE
THEIR TITLE WHEN SIGNING.
Date: ________________________________
Signature(s): ________________________
________________________
PLEASE SIGN, DATE AND MAIL YOUR PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
