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 o
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
| | Definitive Proxy Statement
|X| Definitive Additional Materials
| | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
COMMERCIAL ASSETS, INC.
- -----------------------------------------------------------------------------
(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:
INSTRUCTIONS FOR VOTING BY TELEPHONE
* Call the 800 telephone number located in the upper left
of the enclosed proxy.
* Use your 12 digit control number which is located above
Proposal 1 to Access the voting menu.
INSTRUCTIONS FOR VOTING VIA THE INTERNET
* Contact www.PROXYVOTE.com.
* Use your 12 digit control number which is located above
Proposal 1 to access the voting screen.
If you have any questions, or need assistance in voting your shares,
please contact our proxy solicitor, MacKenzie Partners, Inc. at
(800) 322 - 2885 (toll-free) or (212) 929 - 5500 (call collect).
IMPORTANT REMINDER
April 16, 1999
Dear Commercial Assets, Inc. Stockholder:
The Annual Meeting of Stockholders of Commercial Assets, Inc. is
scheduled for May 24, 1999. This letter is to remind you that your vote is
important to us no matter how many shares you own.
As detailed in the proxy statement previously mailed to you, we are
seeking your vote to elect two Class III Directors and to approve the
reincorporation of Commercial Assets, Inc. (the "Company") under the laws
of the State of Delaware. The reincorporation would be accomplished by
merging the Company, which is currently incorporated in Maryland, into a
wholly-owned Delaware Subsidiary.
The primary reasons we seek to reincorporate in Delaware are to:
o Take advantage of the attractive and flexible legal climate
for Delaware companies. Delaware has a prominent reputation as the
state of incorporation for major companies and many other state courts
consistently look to Delaware for legal guidance on corporate matters.
o Improve our ability to attract and retain qualified directors.
Delaware law may permit us to limit the liability of the directors and
provide indemnification to the officers, directors and employees to a
degree greater than is presently possible under Maryland Law.
o Increase our efficiency in conducting the Company's business,
allowing us to structure and complete corporate transactions which
would be impossible under Maryland law. As a Delaware corporation, we
could eliminate the substantial fees paid to outside advisors to keep
the Company in conformity with Maryland law.
For reasons outlined in the proxy statement your Board of Directors
unanimously recommends that stockholders vote FOR all proposals.
To date, your proxy has not been received. We encourage you to read
carefully the proxy statement previously mailed to you and to vote promptly
using the enclosed duplicate proxy form. If it is convenient, you may also
vote by telephone or over the Internet. Simply follow the instructions
included with this letter.
Remember, a failure to vote will have the same effect as voting against the
reincorporation since this proposal requires the approval of 80% of the
outstanding shares.
If you need another copy of the proxy statement or have any
questions, please call our proxy solicitor, MacKenzie Partners, Inc. toll
free at (800) 322-2885 or collect at (212) 929-5500.
We appreciate your prompt attention to voting your shares and thank
you for your continued interest in your Company.
Sincerely,
/s/
Terry Considine
IMPORTANT REMINDER
April 16, 1999
Dear Commercial Assets, Inc. Stockholder:
The Annual Meeting of Stockholders of Commercial Assets, Inc. is
scheduled for May 24, 1999. This letter is to remind you that your vote is
important to us no matter how many shares you own.
As detailed in the proxy statement previously mailed to you, we are
seeking your vote to elect two Class III Directors and to approve the
reincorporation of Commercial Assets, Inc. (the "Company") under the laws
of the State of Delaware. The reincorporation would be accomplished by
merging the Company, which is currently incorporated in Maryland, into a
wholly-owned Delaware Subsidiary.
The primary reasons we seek to reincorporate in Delaware are to:
o Take advantage of the attractive and flexible legal climate
for Delaware companies. Delaware has a prominent reputation as the
state of incorporation for major companies and many other state courts
consistently look to Delaware for legal guidance on corporate matters.
o Improve our ability to attract and retain qualified directors.
Delaware law may permit us to limit the liability of the directors and
provide indemnification to the officers, directors and employees to a
degree greater than is presently possible under Maryland Law.
o Increase our efficiency in conducting the Company's business,
allowing us to structure and complete corporate transactions which
would be impossible under Maryland law. As a Delaware corporation, we
could eliminate the substantial fees paid to outside advisors to keep
the Company in conformity with Maryland law.
For reasons outlined in the proxy statement your Board of Directors
unanimously recommends that stockholders vote FOR all proposals.
To date, your proxy has not been received. We encourage you to read
carefully the proxy statement previously mailed to you and to vote promptly
using the enclosed duplicate proxy card. Remember, a failure to vote will
have the same effect as voting against the reincorporation since this
proposal requires the approval of 80% of the outstanding shares.
If you need another copy of the proxy statement or have any
questions, please call our proxy solicitor, MacKenzie Partners, Inc. toll
free at (800) 322-2885 or collect at (212) 929-5500.
We appreciate your prompt attention to voting your shares and thank
you for your continued interest in your Company.
Sincerely,
/s/
Terry Considine
Chairman of the Board and
Chief Executive Officer
