Corp. on Tuesday for poor third-quarter earnings and not putting the company on the block.

In a conference call with investors, the $13.1 billion-asset thrift company said net income for the quarter was $26.2 million, down from $28.9 million a year earlier.

William A. Fitzgerald, Commercial Federal's chairman and chief executive officer, attributed the drop to merger-related charges and the installation of a new computer system. He said these charges are now behind the company.

The merger involved $400 million-asset Midland First Financial Corp., a commercial bank holding company based in Lee's Summit, Mo.

During the call, investors said they were outraged at the thrift company's poor performance and its growing feud with Franklin Mutual Advisors of Short Hills, N.J. Frankin, a fund adviser, has invested in Commercial Federal and nominated two candidates to its board to push for sale. Commercial Federal is fighting the nominations.

Jeffrey Miller, a fund manager for the Acadia Fund in Villanova, Pa., asked why Commercial Federal has not queried other shareholders about Franklin's proposal. "I, for one, happen to support their views," he said.

Mr. Fitzgerald said the Commercial Federal has determined that remaining independent is in its shareholders' best interest.

"I want to make it clear that we take the Franklin Mutual proposal very seriously," he said. "The board is not pleased with our earnings, but our advisers have told us that there is no one right now who is willing to pay us what this franchise that we have assembled is worth."

Kevin Hanrahan of Heartland Advisors Inc. in Milwaukee expressed dismay at a newspaper article quoting a Commercial Federal director as saying that he did not think shareholders were upset with management. "I assure you that we are very unhappy," Mr. Hanrahan said. "I think (that) director needs to wake up and smell the coffee."

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