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. Blakey. "(CAI Corp.) is just one shareholder opinion - an opinion that the board doesn't necessarily agree with. I guess we'll let our shareholders decide."

Shareholders in banks and thrifts rarely take the step of launching proxy fights to force management to sell, preferring to push behind the scenes for such deals. However, the battle between CAI and Commercial Federal has been particularly acrimonious.

CAI considered a proxy fight for Commercial Federal two years ago, but abandoned the idea after negotiations with management and a compromise.

"This situation has been around for a while," said Kay Lister, an analyst with Keefe, Bruyette & Woods Inc. in New York.

Ms. Lister, who met recently with Commercial Federal management, said executives were determined to keep the thrift independent, confident they could raise shareholder value.

But she, like other analysts as well as executives at CAI, questioned Commerical Federal's acquisition last month of the lackluster Conservative Savings Bank, another Omaha thrift.

"They feel they've got good opportunities for growth. They think there is a lot they can still do there," she said. "It really comes down to execution."

"But," she added, "there's certainly an upside in the event of a sale."

She estimates Commercial Federal's takeover value at about $42 a share.

Commercial Federal has approximately $3.6 billion in deposits. It operates 72 branches in Nebraska, Colorado, Oklahoma, and Kansas.

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