Speculators smell blood at Commercial Federal Corp. in Omaha.

Its stock has soared 30% since mid-June, when the $4.8 billion-asset thrift's biggest shareholder began an attempt to force a recalcitrant management to find a buyer.

CAI Corp., a private investment company in Dallas that owns 9.9% of the outstanding shares, sent a letter on June 14 to management, requesting that shareholders vote at the annual meeting in November on a proposal to sell the company.

CAI filed a notice of its intention with the Securities and Exchange Commission on June 15.

"We don't think management is looking out for the interests of the shareholders," said Steven M. Ellis, a partner with CAI. "The way you get the maximum value is to sell the company."

Firing Back

Management has counter-punched. It sent shareholders a letter on June 30 saying that a sale did not serve their best interest. It said it hired Merrill Lynch & Co. to find alternatives to a buyout.

"It makes better sense for the stockholders to operate under our business plan than under the proposal by the CAI Corp.," said William A. Fitzgerald, chief executive of the thrift.

Shareholders in banks and thrifts rarely resort to proxy fights to motivate managements to sell.

But in the case of Commercial Federal, Mr. Ellis' appetite has been whetted by the high price that Banc One Corp. agreed to pay for Omaha rival Firstier Financial Corp.: $707 million, more than 2.5 times book value.

|Window of Opportunity'

"We feel there is a window of opportunity to sell," said Mr. Ellis. "When you look at the prices being paid, we think Commercial Federal is worth more than it is being traded at."

Of course, Firstier is a better performer than Commercial Federal. Firstier earned 1.6% on assets in the first quarter; Commercial Federal earned 0.71%.

Mr. Ellis and other shareholders do not expect the same premium, but nevertheless they think Commercial Federal could fetch from $35 to $42 a share, based on the strength of the thrift's potential earnings growth.

That would represent 1.6 to 1.9 times the thrift's stated book value on March 3 1. Commercial Federal shares traded at $26.75 on Tuesday.

"The time to sell is when the premiums are the highest and the business is best," said Mark T. Boyer, a shareholder and partner in ROI Partners, San Francisco investment managers that support a sale.

But Joseph A. Jolson, an analyst with Montgomery Securities in San Francisco, thinks Commercial Federal should wait.

"This company has significant potential for earnings growth," he said.

"If you thought the earnings growth was finished, that's when you sell."

Mr. Jolson calculated that unless the company got an offer of at least $40. shareholders should wait at least 18 months before electing to sell.

Several Suitors

Potential acquirers for the thrift, which operates in Nebraska and Colorado, include Norwest Corp., Banc One, First Bank System, and Boatmen's Bancshares.

Commercial Federal lost money in 1990, but it has largely recovered from bad loans. Last quarter, return on equity was 13.2%. Analysts said the bank could earn $95 million in calendar 1993, or $2.28 a share.

The thrift is the largest independent in Nebraska, where it has 6% of deposits. In addition, it has $1 billion of deposits in Colorado, concentrated in Denver, where it has 4% of the market, analysts said.

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