Magazine article American Banker

Suitor Plans a Proxy Battle for Commercial Federal

Magazine article American Banker

Suitor Plans a Proxy Battle for Commercial Federal

Article excerpt

The long battle for Nebraska's largest thrift is getting nastier: A Dallas-based investment group plans a proxy fight.

CAI Corp., seeking to force $6 billion-asset Commercial Federal Corp. to sell or merge, is pressing for the nomination of two of its own officers to the thrift's board of directors.

CAI has the biggest single stake in the Omaha thrift, 9.7%.

"We believe that we can be of great value to the shareholders by being part of the board," CAI president and chief executive Robin R. Glackin said in a recent interview. "We really think that this is the right solution to maximize the value of the bank."

The moves, as well as other wrangling with Commercial Federal's management, were detailed in CAI's Schedule 13D filing late last week with the Securities and Exchange Commission.

They come after Commercial Federal rejected a CAI proposal to nominate Mr. Glackin and CAI senior vice president Steven M. Ellis to the thrift's board.

Commercial Federal instead proposed enlarging the board by one seat and allowing CAI to nominate a person, or giving CAI two non-voting, advisory seats on the board.

CAI rejected that offer, saying it would deny it the chance to alter bank policy.

The price of Commercial Federal shares has risen from $26.50 two years ago to a recent $37, a 39% gain, according to Commercial Federal spokesman Stanley R. Blakey.

"Our board feels like the returns to the shareholders over the last couple of years have been extremely impressive," said Mr. …

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