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:
____________________________________________
[FRONT]
COMMERCIAL FEDERAL RETIREMENT SAVINGS PLAN
TO: PLAN TRUSTEE OF THE COMMERCIAL FEDERAL RETIREMENT SAVINGS
PLAN
I hereby direct you, as Trustee of the Commercial Federal
Retirement Savings Plan, as amended (the "Plan"), to act in
accordance with the instructions I have specified on the reverse
side hereof in voting each share of Commercial Federal
Corporation common stock ("Commercial Federal Stock") allocated
to my account(s) under the Plan at the 1999 Annual Meeting of
Stockholders of Commercial Federal Corporation to be held on
November 16, 1999 (the "Annual Meeting"), and at any adjournment
or postponement thereof. Under the terms of the Plan and
subject to the Plan Trustee's responsibilities under applicable
law, the Plan Trustee will vote Commercial Federal Stock
allocated to the accounts of Plan participants ("Participants")
in accordance with timely instructions received from such
Participants and will not vote Commercial Federal Stock
allocated to Plan Participants if the Plan Trustee does not
receive timely instructions from such Participants on or before
the date designated below. THERE IS CUMULATIVE VOTING IN THE
ELECTION OF DIRECTORS AND, UNLESS OTHERWISE INDICATED BY THE
PARTICIPANT, AN INSTRUCTION HEREON TO VOTE FOR THE NOMINEES
LISTED IN PROPOSAL 1 WILL BE DEEMED AN INSTRUCTION TO THE PLAN
TRUSTEE TO GIVE THE PROXIES SET FORTH ON COMMERCIAL FEDERAL
CORPORATION'S BLUE PROXY CARD FOR THE ANNUAL MEETING
DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES FOR WHICH THE
UNDERSIGNED IS ENTITLED TO DIRECT THE VOTING AND TO ALLOCATE
SUCH VOTES IN FAVOR OF ONE OR MORE OF SUCH NOMINEES, AS SUCH
PROXIES MAY DETERMINE.
IMPORTANT: Your instructions should be mailed to Corporate
Election Services, Inc. in the enclosed self-addressed
envelope. No postage is required. In order to comply with your
instructions, this card must be properly executed and mailed to
Corporate Election Services, Inc. so as to be received before
5:00 p.m. Eastern time on November 12, 1999.
DO NOT MAIL THESE INSTRUCTIONS TO COMMERCIAL FEDERAL CORPORATION
OR COMMERCIAL FEDERAL CORPORATION'S PROXY SOLICITOR, D.F. KING &
CO., INC.
(Continued -- To be Dated and Signed on Other Side)
[BACK]
INDICATE YOUR INSTRUCTIONS WITH AN [X]. ITEMS LEFT BLANK WILL
NOT BE CONSIDERED INSTRUCTIONS TO THE PLAN TRUSTEE.
1. The election as directors of all nominees listed below
(except as marked to the contrary)
FOR WITHHOLD AUTHORITY to vote
all nominees listed below for all nominees listed below
[ ] [ ]
ROBERT F. KROHN, MICHAEL P. GLINSKY, DENNIS R. ZOFFINGER AND
JOSEPH J. WHITESIDE
INSTRUCTIONS: 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. ---
_______________________________________________________
Signature(s) ________________________
_____________________________________
Date _______________, 1999
(IMPORTANT: Please sign exactly as
name appears hereon.)
[FRONT]
COMMERCIAL FEDERAL PAYROLL STOCK PURCHASE PLAN
TO: PLAN ADMINISTRATOR OF THE COMMERCIAL FEDERAL PAYROLL STOCK
PURCHASE PLAN
I hereby direct you, as Administrator of the Commercial
Federal Payroll Stock Purchase Plan (the "Plan"), to act in
accordance with the instructions I have specified on the reverse
side hereof in voting each share of Commercial Federal
Corporation common stock ("Commercial Federal Stock") allocated
to my account(s) under the Plan at the 1999 Annual Meeting of
Stockholders of Commercial Federal Corporation to be held on
November 16, 1999 (the "Annual Meeting"), and at any adjournment
or postponement thereof. Under the terms of the Plan and
subject to the Plan Administrator's responsibilities under
applicable law, the Plan Administrator will vote Commercial
Federal Stock allocated to the accounts of Plan participants
("Participants") in accordance with timely instructions received
from such Participants and will not vote Commercial Federal
Stock allocated to Plan Participants if the Plan Administrator
does not receive timely instructions from such Participants on
or before the date designated below. THERE IS CUMULATIVE VOTING
IN THE ELECTION OF DIRECTORS AND, UNLESS OTHERWISE INDICATED BY
THE PARTICIPANT, AN INSTRUCTION HEREON TO VOTE FOR THE NOMINEES
LISTED IN PROPOSAL 1 WILL BE DEEMED AN INSTRUCTION TO THE PLAN
ADMINISTRATOR TO GIVE THE PROXIES SET FORTH ON COMMERCIAL
FEDERAL CORPORATION'S BLUE PROXY CARD FOR THE ANNUAL MEETING
DISCRETIONARY AUTHORITY TO CUMULATE ALL VOTES FOR WHICH THE
UNDERSIGNED IS ENTITLED TO DIRECT THE VOTING AND TO ALLOCATE
SUCH VOTES IN FAVOR OF ONE OR MORE OF SUCH NOMINEES, AS SUCH
PROXIES MAY DETERMINE.
IMPORTANT: Your instructions should be mailed to Corporate
Election Services, Inc. in the enclosed self-addressed
envelope. No postage is required. In order to comply with your
instructions, this card must be properly executed and mailed to
Corporate Election Services, Inc. so as to be received before
5:00 p.m. Eastern time on November 12, 1999.
DO NOT MAIL THESE INSTRUCTIONS TO COMMERCIAL FEDERAL CORPORATION
OR COMMERCIAL FEDERAL CORPORATION'S PROXY SOLICITOR, D.F. KING &
CO., INC.
(Continued -- To be Dated and Signed on Other Side)
[BACK]
INDICATE YOUR INSTRUCTIONS WITH AN [X]. ITEMS LEFT BLANK WILL
NOT BE CONSIDERED INSTRUCTIONS TO THE PLAN ADMINISTRATOR.
1. The election as directors of all nominees listed below
(except as marked to the contrary)
FOR WITHHOLD AUTHORITY to vote
all nominees listed below for all nominees listed below
[ ] [ ]
ROBERT F. KROHN, MICHAEL P. GLINSKY, DENNIS R. ZOFFINGER AND
JOSEPH J. WHITESIDE
INSTRUCTIONS: 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. ---
_______________________________________________________
Signature(s) ________________________
_____________________________________
Date _______________, 1999
(IMPORTANT: Please sign exactly as
name appears hereon.)