-----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, Bb8WXz8Z8IlyPyA7ixPq5Eb8rh0n1FxPz9GZyj0S8d5M8xTrWlhZVhmeYPMzfP3z 7gbNuOcTAIfPM6keFWBORQ== 0000950172-95-000470.txt : 19951213 0000950172-95-000470.hdr.sgml : 19951213 ACCESSION NUMBER: 0000950172-95-000470 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951212 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: 95600913 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. 12 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Amendment No. 12) 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 December 11, 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"), Amendment No. 10 thereto dated September 19, 1995 ("Amendment No. 10") and Amendment No. 11 thereto dated October 6, 1995 ("Amendment No. 11") (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, Amendment No. 10 and Amendment No. 11, the "Amended Schedule 13D"), with regard to the Common Stock of Commercial Federal Corporation ("CFC") by supplementing Item 4 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: As previously disclosed, in connection with the Annual Meeting of CFC's stockholders held on November 21, 1995, CAI solicited proxies from the stockholders of CFC (i) for the election of its two nominees, Robin R. Glackin and Steven M. Ellis, as directors of CFC, (ii) for the adoption of a stockholder resolution proposed by CAI 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 resolution proposed by the CFC Board. The CFC Board opposed CAI's solicitation. The results of the voting at the Annual Meeting were certified by independent inspectors of election on December 11, 1995. According to the certified results, CAI's nominees were duly elected to the CFC Board, and its stockholder resolution was duly adopted, in each case by a substantial margin. In addition, CFC's stockholders rejected by a substantial margin the resolution proposed by the CFC Board. 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. 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: December 12, 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: December 12, 1995 CAI CORPORATION By: /s/ ROBIN R. GLACKIN Robin R. Glackin President -----END PRIVACY-ENHANCED MESSAGE-----