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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(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:
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<S> <C>
[ ] 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-12
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Commercial Assets, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[COMMERCIAL ASSETS, INC. LETTERHEAD]
IMPORTANT REMINDER
July 13, 2000
Dear Commercial Assets, Inc. Stockholder:
The Special Meeting of Stockholders of Commercial Asserts, Inc. is
scheduled for August 1, 2000. THIS LETTER IS TO REMIND YOU THAT YOUR VOTE IS
IMPORTANT TO US NO MATTER HOW MANY SHARES YOU OWN.
At the Special Meeting we are seeking your vote to approve the merger of
Commercial Assets, Inc. and Asset Investors Corporation. Under the terms of the
merger agreement, Commercial Assets stockholders will be entitled to receive
either .4075 shares of Asset Investors common stock or $5.75 in cash for one
share of Commercial Assets. However, the aggregate amount of cash to be paid to
Commercial Assets' stockholders is limited to $20,411,741.00 (3,549,868 shares
of Commercial Assets common stock). If Commercial Assets' stockholders elect to
receive more than this amount in the aggregate, the offer will be prorated and
stockholders will receive part cash and part Asset Investors common stock.
In order to receive cash, you must contact your broker immediately and
instruct him to submit your Commercial Assets shares on or before July 31, 2000.
Stockholders who do not submit instructions electing cash will be issued shares
of Asset Investors common stock. Cash and Asset Investors common stock will be
issued promptly after the merger is consummated.
PLEASE BE ADVISED THAT SUBMITTING AN ELECTION FOR CASH DOES NOT
AUTOMATICALLY CONVERT INTO A VOTE FOR THE MERGER. STOCKHOLDERS MUST ALSO VOTE
THEIR SHARES VIA MAIL, PHONE OR THE INTERNET.
TO DATE, YOUR PROXY HAS NOT BEEN RECEIVED. We encourage you to read
carefully the joint proxy statement/prospectus previously mailed to you and to
vote promptly using the enclosed duplicate proxy form. You may also vote by
telephone or over the Internet. Simply follow the instructions included on the
reverse side of this letter.
As detailed in the joint proxy statement/prospectus previously mailed to
you, Commercial Assets and Asset Investors believe the merger will be beneficial
to both companies because:
o It will result in a larger Real Estate Investment Trust with a higher
market capitalization that is closely focused on the ownership, acquisition
and development of manufactured home communities;
o The combined company's investment portfolio would be broadened as a result
of the combination;
o It will result in the elimination of duplicative expenses of approximately
$400,000 per year; and
o It will eliminate the conflict of interest inherent in Asset Investors'
role as Commercial Assets' manager.
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FOR REASONS OUTLINED IN THE JOINT PROXY STATEMENT/PROSPECTUS YOUR BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE MERGER.
REMEMBER, A FAILURE TO VOTE WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE
MERGER SINCE THIS PROPOSAL REQUIRES THE APPROVAL OF TWO-THIRDS OF THE
OUTSTANDING SHARES.
If you need another copy of the joint proxy statement/prospectus 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.
Sincerely,
/s/ TERRY CONSIDINE
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Terry Considine
Chairman and Chief Executive Officer
INSTRUCTIONS FOR VOTING BY TELEPHONE
* Using a touch-tone phone, 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.
* Follow the recorded instructions
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).
