-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KSVgmZ9pBHDST6pBvSPv0gITuDxQ5QWU126pJ8UFpn+W2ttbqsNUSIW3dVy09b0r NgIeF7UMjdvqG9lk3rVqfA== 0000950172-95-000410.txt : 19951010 0000950172-95-000410.hdr.sgml : 19951010 ACCESSION NUMBER: 0000950172-95-000410 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951006 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL FEDERAL CORP CENTRAL INDEX KEY: 0000744778 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 470658852 STATE OF INCORPORATION: NE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36147 FILM NUMBER: 95579107 BUSINESS ADDRESS: STREET 1: 2120 S 72ND ST CITY: OMAHA STATE: NE ZIP: 68124 BUSINESS PHONE: 4025549200 MAIL ADDRESS: STREET 1: COMMERCIAL FEDERAL TOWER 13TH FLOOR STREET 2: 2120 SOUTHJ72ND STREET CITY: OMAHA STATE: NE ZIP: 68124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAI CORP CENTRAL INDEX KEY: 0000016121 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 470658852 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12770 COIT ROAD STREET 2: SUITE 902 CITY: DALLAS STATE: TX ZIP: 75251 BUSINESS PHONE: 214-991-7707 MAIL ADDRESS: STREET 1: 2120 SOUTH 72ND STREET CITY: OMAHA STATE: NE ZIP: 68124 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 11) Under the Securities Exchange Act of 1934 COMMERCIAL FEDERAL CORPORATION (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 201647104 (CUSIP Number) Robin R. Glackin President CAI Corporation 12770 Coit Road, Suite 902 Dallas, Texas 75251 (214) 991-7707 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Fred B. White III, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-2144 October 4, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Check the following box if a fee is being paid with this statement: [ ] CUSIP No. 201647104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: CAI Corporation I.R.S. Identification No. 75-2311313 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS: OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 1,250,100 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER 1,250,100 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.76% 14. TYPE OF REPORTING PERSON CO CUSIP No. 201647104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: STEVEN M. ELLIS S.S. No. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ ] Mr. Ellis holds his interest through CAI Corporation of which he is owner of 1/3 of the outstanding voting shares. 3. SEC USE ONLY 4. SOURCE OF FUNDS: OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 1,250,100 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 1,250,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.76% 14. TYPE OF REPORTING PERSON IN CUSIP No. 201647104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ROBIN R. GLACKIN S.S. NO. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ ] Mr. Glackin holds his interest through CAI Corporation of which he is owner of 1/3 of the outstanding voting shares. 3. SEC USE ONLY 4. SOURCE OF FUNDS: OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 1,250,100 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 1,250,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.76% 14. TYPE OF REPORTING PERSON IN CUSIP No. 201647104 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: BYRON A. LAX S.S. NO. ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)[ ] (b)[ ] Mr. Lax holds his interest through CAI Corporation of which he is owner of 1/3 of the outstanding voting shares. 3. SEC USE ONLY 4. SOURCE OF FUNDS: OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION: USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 1,250,100 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 1,250,100 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,100 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.76% 14. TYPE OF REPORTING PERSON IN The undersigned hereby amend the Schedule 13D filing made on February 13, 1992 (the "Schedule 13D") pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "1934 Act"), as amended by Amendment No. 1 thereto dated February 18, 1992 ("Amendment No. 1"), Amendment No. 2 thereto dated March 23, 1992 ("Amendment No. 2"), Amendment No. 3 thereto dated January 21, 1993 ("Amendment No. 3"), Amendment No. 4 thereto dated May 4, 1993 ("Amendment No. 4"), Amendment No. 5 thereto dated June 15, 1993 ("Amendment No. 5"), Amendment No. 6 thereto dated October 1, 1993 ("Amendment No. 6"), Amendment No. 7 thereto dated October 6, 1993 ("Amendment No. 7"), Amendment No. 8 thereto dated July 12, 1995 ("Amendment No. 8"), Amendment No. 9 thereto dated September 6, 1995 ("Amendment No. 9") and Amendment No. 10 thereto dated September 19, 1995 ("Amendment No. 10") (the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and Amendment No. 10, the "Amended Schedule 13D"), with regard to the Common Stock of Commercial Federal Corporation ("CFC") by supplementing Items 4 and 7 of the Amended Schedule 13D as set forth below (terms defined in previous Amendments and not defined herein are used herein with the same meaning). ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby supplemented and amended by adding thereto the following: On October 4, 1995, CAI commenced a solicitation of proxies from the stockholders of CFC in opposition to the Board of Directors of CFC (the "CFC Board"). CAI is soliciting proxies (i) for the election of its two nominees as directors of CFC, (ii) for the adoption of a stockholder resolution requesting the CFC Board to seek promptly a sale or merger of CFC by retaining a qualified investment banking firm for the specific purpose of soliciting offers to acquire CFC and establishing a committee of independent directors (including, if elected, the CAI nominees) to consider and recommend to the full CFC Board for approval the best available offer to acquire CFC and (iii) against the adoption of a stockholder resolution proposed by the CFC Board. CAI has recently become aware that various stockholders of CFC have been informed by CFC and its representatives that even if CAI's nominees are elected as directors of CFC at the upcoming annual meeting of CFC's stockholders, the remaining members of the CFC Board intend to refuse to take the action necessary to appoint CAI's nominees as directors of CFC's wholly owned subsidiary and most substantial asset, Commercial Federal Bank, FSB (the "Bank"). CFC's chairman and several of its current directors made a similar threat to CAI and its nominees in the presence of their attorney in conversations with them this past summer. At present, all of the members of the CFC Board also serve as directors of the Bank. To CAI's knowledge, this has been true at all times since CFC first became a public company. CAI believes that in the event its nominees are elected by CFC's stockholders to the CFC Board, such stockholders will expect that these nominees will be permitted to participate fully in the management of the business and affairs of CFC to the same extent as all of the Company's other directors. CAI believes that by denying the CAI nominees the opportunity to serve as directors of the Bank and thereby barring them from overseeing its operations, the incumbent directors will be impairing the CAI nominees' ability to fulfill their fiduciary duties as members of the CFC Board and also will be acting in a manner contrary to their own fiduciary responsibilities to the CFC stockholders. CAI has delivered a letter, dated September 25, 1995, to CFC concerning this matter. A copy of this letter is attached as Exhibit 16 to this Amended Schedule 13D. Although the foregoing represents the range of activities presently contemplated by CAI with respect to CFC and the CFC Common Stock, it should be noted that the possible activities of CAI are subject to change at any time. Except as set forth in this Item 4 (including all material disclosed in the original Schedule 13D, this amendment and in all previous amendments thereto under this Item 4) or in the exhibits to the Schedule 13D (including the original Schedule 13D, this amendment and all previous amendments thereto), CAI has no plans or proposals which relate to or which would result in any of the actions specified in Clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby supplemented and amended by adding thereto the following: At the close of business on October 6, 1995, CAI beneficially owned 1,250,100 shares of CFC Common Stock. Such shares constitute approximately 8.76% of the total number of shares of the CFC Common Stock outstanding as of October 2, 1995 (based on the sum of (i) the 12,912,416 shares of CFC Common Stock outstanding on September 22, 1995 (according to CFC's Form 10-K for the fiscal year ended June 30, 1995) and (ii) the 1,351,942 shares of CFC Common Stock issued on October 2, 1995 by CFC upon consummation of its acquisition of Railroad Federal Corporation (according to CFC's October 2, 1995 press release). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed herewith: 16. Letter, dated September 27, 1995, from CAI to CFC. SIGNATURES AND POWER OF ATTORNEY After reasonable inquiry and to the best of the undersigneds' knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Date: October 6, 1995 STEVEN M. ELLIS * ROBIN R. GLACKIN * BYRON A. LAX * By: /s/ ROBIN R. GLACKIN * By Robin R. Glackin, attorney- in-fact, pursuant to power of attorney filed as part of Amendment No. 7 to this statement. Date: October 6, 1995 CAI CORPORATION By: /s/ ROBIN R. GLACKIN Robin R. Glackin President [CAI letterhead] September 27, 1995 Commercial Federal Corporation 2120 South 72nd Street Omaha, Nebraska 68124 Attention: William Fitzgerald, Chairman of the Board James A. Laphen, President, Secretary and Treasurer Dear Ladies and Gentlemen: CAI Corporation ("CAI") has recently become aware that various stockholders of Commercial Federal Corporation (the "Company") have been informed by the Company and its representatives that the election of either or both of CAI's nominees to the Company's Board of Directors would serve "no useful purpose" because the remainder of the Board does not intend to permit CAI's nominees to also serve as directors of the Company's wholly owned subsidiary, Commercial Federal Bank FSB (the "Bank"). The Company's chairman and several of its current directors made a similar threat to Messrs. Glackin, Ellis and Lax of CAI Corporation in the presence of their attorney in conversations with them this summer. It is our understanding that at present, all of the directors of the Company also serve as directors of the Bank. It is also our understanding, and certainly will be the expectation of stockholders, that CAI's nominees, if elected as members of the Company's Board of Directors, will be permitted to participate fully in the management of the business and affairs of the Company to the same extent as the Company's other directors. While CAI's nominees have pledged to seek a sale or merger of the Company if elected, as directors of the Company, they will owe fiduciary duties to the Company's stockholders whether or not such a transaction is pursued. CAI and its fellow stockholders have the right to expect that if CAI's nominees are elected to oversee the management of the Company, the other directors of the Company will not seek to impair the CAI nominees' efforts to fulfill these fiduciary duties by barring them from exercising any oversight over the Company's most substantial asset. We also note that the Company's and its representatives' various communications concerning this issue are a blatant violation of the federal securities laws. We also expect, and believe that the federal proxy rules clearly would require, that if the Company intends to attempt to exclude the CAI nominees from the Bank's Board, this intention, and its rationale, will be fully disclosed in the Company's proxy materials. CAI will not allow the Company to use the Bank's Board as a ruse to thwart the will of the Company's stockholders. Accordingly, if elected, CAI expects that its nominees will join their fellow directors as directors of the Bank. If this is not the case, we urge you to contact us promptly so that we can take appropriate action. Very truly yours, CAI Corporation By:/s/Robin Glackin Name: Robin Glackin Title: President -----END PRIVACY-ENHANCED MESSAGE-----