<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 033-61018
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 28, 1993)
$50,000,000
[LOGO] COMPASS BANCSHARES, INC.
(FORMERLY CENTRAL BANCSHARES OF THE SOUTH, INC.)
8 3/8% SUBORDINATED NOTES DUE 2004
-----------
Interest on the 8 3/8% Subordinated Notes Due 2004 (the "Notes") of Compass
Bancshares, Inc. (formerly Central Bancshares of the South, Inc.) (the
"Company") is payable semi-annually on March 15 and September 15 of each year,
beginning March 15, 1995. The Notes will mature on September 15, 2004. The
Notes may not be redeemed prior to maturity and are not subject to any sinking
fund. The Notes will be unsecured and subordinate in right of payment to all
Senior Indebtedness and all Other Financial Obligations of the Company, as
described in the accompanying Prospectus under "Description of Debt
Securities--Subordinated Securities." The Notes are subject to acceleration
only in the event of bankruptcy, insolvency or reorganization of the Company or
a Principal Subsidiary Bank (as defined). The Subordinated Indenture does not
provide for any right of acceleration of the payment of principal of the Notes
upon a default in the payment of principal or interest or in the performance of
any other covenant. See "Description of Debt Securities--Events of Default;
Waiver" in the accompanying Prospectus.
The Notes will initially be represented by a global note (a "Global Note")
registered in the name of a nominee of The Depository Trust Company, as
Depositary ("Book-Entry Notes"), but may, under certain limited circumstances,
be exchangeable for certificates issued in definitive form. Beneficial
interests in Book-Entry Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the Depositary (with respect to
its participants' interest) and its participants. See "Book-Entry Procedures."
-----------
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER
OBLIGATIONS OF ANY BANK OR NON-BANK SUBSIDIARY OF THE COMPANY AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACYOF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note................................ 99.887% .65% 99.237%
- --------------------------------------------------------------------------------
Total................................... $49,943,500 $325,000 $49,618,500
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from September 28, 1994.
(2) The Company has agreed to indemnify the several Underwriters against
certain liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(3) Before deducting expenses payable by the Company estimated at $80,000.
-----------
The Notes are offered by the several Underwriters, subject to prior sale,
when, as and if delivered to and accepted by them, subject to approval of
certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the Notes will be made on or about September 28, 1994, only in
book-entry form through the facilities of the Depositary in New York, New York,
against payment therefor in New York Clearing House funds.
-----------
BEAR, STEARNS & CO. INC. DEAN WITTER REYNOLDS INC.
SEPTEMBER 21, 1994
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
The Company is a bank holding company with its principal place of business in
Birmingham, Alabama. The Company was organized in 1970 and commenced business
in late 1971 upon the acquisition of Central Bank & Trust Co. and State
National Bank. The Company subsequently acquired substantially all of the
outstanding stock of additional banks located in Alabama, 11 of which were
merged in late 1981 to create Central Bank of the South, now known as Compass
Bank ("Compass Bank"), Alabama's first statewide bank. In February 1987, the
Company acquired First National Bank of Crosby near Houston, Texas, and became
the first out-of-state holding company to acquire a bank in Texas. Since that
time the Company has acquired 19 banks in the Houston and Dallas areas. Since
1993, the Company has acquired 4 banks in Florida. In addition to Compass Bank,
the Company also owns Central Bank of the South, a state chartered bank
headquartered in Anniston, Alabama, Compass Bank, N.A., a national bank
headquartered in Pensacola, Florida, Compass Bank, a federal savings bank
headquartered in Jacksonville, Florida, and Compass Banks of Texas, Inc., a
Delaware bank holding company, which owns Compass Bank-Houston in Houston,
Texas, and Compass Bank-Dallas in Dallas, Texas. Compass Banks of Texas, Inc.
also owns River Oaks Trust Company which has offices in Houston and Dallas,
Texas.
The principal role of the Company is to supervise and coordinate the
activities of its subsidiaries and to provide them with capital and services of
various kinds. The Company derives substantially all of its income from
dividends from its subsidiaries. Such dividends are determined on an individual
basis, generally in relation to each subsidiary's earnings, deposit growth and
capital position.
On June 30, 1994, the Company and its subsidiaries had consolidated assets of
approximately $7.8 billion, consolidated deposits of approximately $6.0
billion, and total shareholders' equity of approximately $569 million. Of the
Company's approximately $7.8 billion of consolidated assets, approximately $5.2
billion are held in Alabama, approximately $2.0 billion are held in Texas, and
approximately $549 million are held in Florida. The executive offices of the
Company are located at 15 South 20th Street, Birmingham, Alabama 35233, and its
telephone number at such address is (205)933-3000.
RECENT DEVELOPMENTS
The Company reported record net income of $48 million for the first six
months of 1994, an increase of 8 percent over the prior year. Net income per
common share was $1.30 for the first six months of 1994, compared to $1.17 for
the same period in 1993, an 11 percent increase. For the second quarter of
1994, net income increased 8 percent to $24 million, while net income per
common share increased 12 percent from $0.59 per share to $0.66 per share.
Return on average assets was 1.27 percent and return on average common
shareholders' equity was 17.38 percent for the period ended June 30, 1994, as
compared to 1.28 percent and 17.31 percent, respectively, for the comparable
period in 1993. For the quarter ended June 30, 1994, return on average assets
was 1.26 percent, compared with 1.29 percent in 1993, while return on average
common shareholders' equity increased from 17.18 percent in the second quarter
of 1993 to 17.49 percent in the second quarter of 1994.
Total assets increased 10 percent to $7.8 billion at June 30, 1994, from $7.1
billion at June 30, 1993, and deposits increased 11 percent to $6.0 billion
from $5.4 billion. Shareholders' equity increased 5 percent to $569 million at
June 30, 1994.
S-2
<PAGE>
The Company completed the acquisition of First Federal Savings Bank of
Northwest Florida and Peoples Holding Company, Inc., both located in Ft. Walton
Beach, Florida, in October, 1993 and 1st Performance National Bank, located in
Jacksonville, Florida, in January, 1994. In November, 1993, the Company
completed the acquisition of Spring National Bank, located in Houston, Texas,
and in May, 1994, the Company acquired Security Bank, N.A., located in Houston,
Texas, and three banking offices of Anchor Savings Bank, F.S.B., located in
Jacksonville, Florida. Acquisitions pending include the acquisition of
approximately $885 million in deposits of First Heights Bank, located in
Houston, Texas, and the acquisition of Southwest Bankers, Inc. and its bank
subsidiary, The Bank of San Antonio, located in San Antonio, Texas, which has
assets of approximately $135 million.
The Company from time to time considers, and engages in discussions
regarding, possible acquisitions relating to its core lines of business. Except
as described above, at the date of this Prospectus Supplement, there is no
agreement or understanding with respect to any significant acquisition.
Acquisitions that may be under consideration at any time may be significant and
may include, without limitation, acquisitions of business operations or asset
portfolios or of banks, thrifts or savings associations or their assets (and
corresponding assumptions of liabilities). The Company expects that such
acquisitions would generally be made in markets in which the Company presently
operates or in markets within a reasonably close proximity to the Company's
then existing markets or would otherwise have a strategic fit with the
Company's then existing lines of business.
Until recently amended, Florida's regional banking act did not permit the
Company to acquire banks in Florida because of the percentage of its assets
located in Texas. As a result, the Company established a Florida subsidiary
federal savings bank in order to be able to acquire banks located in Florida.
In view of recent amendments to Florida's regional banking act which now permit
the Company to acquire banks in Florida, the Company has filed applications to
convert its federal savings bank headquartered in Florida to a state bank
headquartered in Florida. Upon receipt of necessary regulatory approvals, the
Company intends to merge its Florida federal savings bank and national bank in
Florida into a Florida state bank. See "Supervision and Regulation" in the
accompanying Prospectus.
Congress recently enacted and the President is expected shortly to sign into
law the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("Interstate Act"), which permits, commencing one year after enactment, bank
holding companies to acquire banks located in any state without regard to
whether the transaction is prohibited under any state law (except that states
may establish the minimum age of their local banks (up to a maximum of 5 years)
subject to interstate acquisition by out-of-state bank holding companies).
Accordingly, following the effective date of the Interstate Act's bank holding
company acquisition provisions, the Company will be permitted to undertake
interstate acquisitions of banks consistent with those provisions,
notwithstanding the limitations currently imposed by the interstate banking
laws of Alabama, Florida, Texas or any other state.
S-3
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data is qualified in its entirety by the
detailed information and financial statements included in the documents
incorporated herein by reference. Amounts have been restated to reflect
acquisitions accounted for as poolings-of-interest. See "Incorporation of
Certain Documents by Reference" in the accompanying Prospectus.
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
---------------------- ----------------------------------
JUNE 30, JUNE 30,
1994 1993 1993 1992 1991
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Income statement:
Net interest income.... $ 163,268 $ 165,698 $ 329,013 $ 316,924 $ 257,593
Provision for loan
losses................ 2,305 21,775 36,306 53,175 38,199
Noninterest income..... 34,745 52,574 103,186 96,887 86,971
Noninterest expense.... 123,321 126,481 257,703 245,945 213,514
Net income............. 48,334 44,552 89,718 76,003 63,374
Balance sheet:
Loans.................. $5,311,865 $4,912,127 $5,197,464 $4,679,059 $3,983,814
Allowance for loan
losses................ 110,523 102,793 110,616 83,859 55,982
Total deposits......... 6,036,005 5,415,812 5,625,097 5,420,013 5,117,766
FHLB and other
borrowings............ 325,370 278,317 325,437 203,913 13,181
Average total equity... 560,752 529,941 538,787 482,047 409,482
Average assets......... 7,680,156 7,019,994 7,125,744 6,811,121 6,129,106
Period-end total equi-
ty.................... 569,264 542,903 551,337 510,817 453,505
Period-end assets...... 7,769,637 7,139,363 7,333,594 7,084,441 6,781,121
Selected ratios:
Net yield on earning
assets(1)............. 4.73% 5.28% 5.11% 5.20% 4.72%
Average equity to as-
sets.................. 7.30 7.55 7.56 7.08 6.68
Average net loans to
average total depos-
its................... 88.59 89.06 90.24 82.77 80.27
Return on average as-
sets(1)............... 1.27 1.28 1.26 1.12 1.03
Return on average com-
mon equity(1)......... 17.38 17.31 16.90 16.11 15.78
Return on average total
equity(1)............. 17.38 16.95 16.65 15.77 15.48
Nonperforming assets as
a percentage of loans
and ORE............... 0.57 1.21 0.77 1.40 1.93
Allowance for loan
losses as a percentage
of total loans........ 2.08 2.09 2.13 1.79 1.41
Allowance for loan
losses as a percentage
of nonperforming
assets................ 363.23 172.55 275.58 127.20 72.16
Net chargeoffs as a
percentage of average
total loans(1)........ 0.12 0.14 0.22 0.59 0.85
Ratio of earnings to
fixed charges:
Including interest on
deposits.............. 1.66x 1.70x 1.69x 1.50x 1.31x
Excluding interest on
deposits.............. 4.09 4.65 4.46 3.64 2.57
</TABLE>
- --------
(1) These percentages are presented on an annualized basis.
S-4
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited consolidated capitalization of
the Company as of June 30, 1994, and as adjusted as of such date to give effect
to the issuance of the Notes offered hereby.
<TABLE>
<CAPTION>
ADJUSTED FOR
ISSUANCE OF
ACTUAL NOTES
-------- ------------
(DOLLAR AMOUNTS IN
THOUSANDS)
<S> <C> <C>
FHLB ADVANCES AND OTHER BORROWINGS:
FHLB advances...................................... $246,000 $246,000
Other borrowings................................... 4,844 4,844
7% subordinated notes due May 1, 2003.............. 74,526 74,526
8 3/8% subordinated notes due September 15, 2004... -- 50,000
-------- --------
Total FHLB advances and other borrowings......... $325,370 $375,370
-------- --------
SHAREHOLDERS' EQUITY:
Cumulative, convertible preferred stock, $.10 par
value; authorized 25,000,000 shares; none issued.... $ -0- $ -0-
Common stock, $2.00 par value; authorized 100,000,000
shares; issued 36,947,883 shares.................... 73,896 73,896
Loans to finance stock purchase...................... (6,034) (6,034)
Net unrealized holding loss on available-for-sale se-
curities............................................ (8,074) (8,074)
Surplus.............................................. 37,342 37,342
Retained earnings.................................... 472,134 472,134
-------- --------
Total shareholders' equity....................... $569,264 $569,264
-------- --------
Total FHLB advances and other borrowings and
shareholders' equity............................ $894,634 $944,634
======== ========
</TABLE>
DESCRIPTION OF THE NOTES
The Notes will be issued under an Indenture, dated as of May 1, 1993 (the
"Subordinated Indenture"), between the Company and Chemical Bank, as Trustee
(the "Trustee"). A copy of the form of the Subordinated Indenture is filed as
an exhibit to the Registration Statement and the terms of such form are more
fully described in the accompanying Prospectus. The following description of
the particular terms of the Notes offered hereby (referred to in the
accompanying Prospectus as the "Debt Securities") and of the Subordinated
Indenture supplements, and to the extent inconsistent therewith replaces, the
descriptions of the general terms and provisions of the Debt Securities and of
the Subordinated Indenture as set forth in the accompanying Prospectus under
"Description of Debt Securities," to which descriptions reference is hereby
made. Capitalized terms not defined herein have the respective meanings
assigned to such terms in the Prospectus.
The Notes will be unsecured and will be subordinate in right of payment to
all Senior Indebtedness and all Other Financial Obligations of the Company.
There is no limitation on the issuance of additional Senior Indebtedness or the
incurrence of Other Financial Obligations of the Company. The Company expects
from time to time to incur additional indebtedness constituting Senior
Indebtedness. As of June 30, 1994, the aggregate principal amount of Senior
Indebtedness of the Company (parent company only) outstanding was approximately
$90 million.
The Notes will be limited to $50,000,000 aggregate principal amount. The
Notes will mature on September 15, 2004, and will bear interest at the rate per
annum shown on the front cover of this Prospectus
S-5
<PAGE>
Supplement from September 28, 1994, or from the most recent Interest Payment
Date to which interest has been paid or provided for, payable semi-annually in
arrears on March 15 and September 15 of each year,
commencing March 15, 1995, to the persons in whose names the Notes (or any
predecessor Notes) are registered at the close of business on the preceding
March 1 or September 1, as the case may be. The Trustee will serve as Security
Registrar and, initially, as Paying Agent for the Notes.
The Notes will be denominated in U.S. dollars and payments of principal of
and interest on the Notes will be in U.S. dollars. The Notes will be issued in
denominations of $1,000 and integral multiples thereof. Upon issuance, the
Notes will be Book-Entry Notes represented by a Global Note registered in the
name of the nominee of the Depositary. See "Book-Entry Procedures" below.
Payment of the principal of and interest on each Global Note representing
Book-Entry Notes will be made on each Interest Payment Date or at maturity by
the Trustee as Paying Agent by wire transfer of immediately available funds to
a separate account of the Depositary or its nominee at the Federal Reserve Bank
of New York, provided that, in the case of payments made at maturity of such
Global Note, such Global Note is presented to the Trustee in time for the
Trustee to make such payments in accordance with its normal procedures.
Payments to beneficial owners of Book-Entry Notes will be made through the
Depositary and its participants. See "Book-Entry Procedures" below.
The Notes will not be redeemable by the Company prior to their stated
maturity and will not be entitled to the benefit of a sinking fund. The Company
may at any time repurchase the Notes at any price in the open market or
otherwise.
BOOK-ENTRY PROCEDURES
Upon issuance, all Notes will be represented by one or more Global Notes.
Each such Global Note will be deposited with or on behalf of The Depository
Trust Company, New York, New York, as Depositary, and registered in the name of
the Depositary or a nominee thereof. Unless and until it is exchanged in whole
or in part for Notes in definitive form, no Global Note may be transferred
except as a whole by the Depositary to a successor Depositary, or between such
Depositary or successor Depositary and any nominee of either.
The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the laws of the State of New
York, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The Depositary holds securities
of organizations that have accounts with the Depositary ("Participants") and
facilitates the settlement of transactions among its Participants in such
securities through electronic computerized book-entry changes in Participants'
accounts, thereby eliminating the need for physical movement of securities
certificates. The Depositary's Participants include securities brokers and
dealers (including the Underwriters), banks, trust companies, clearing
corporations and certain other organizations, some of whom own the Depositary.
Access to the book-entry system is also available to others, such as banks,
brokers, dealers and trust companies, that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly.
Ownership of beneficial interests in the Notes will be limited to
Participants or persons that may hold interests through Participants. The
Depositary has advised the Company that upon the issuance of the Global Notes
representing the Notes, and the deposit of such Global Notes with the
Depositary, the Depositary will credit, on its book-entry registration and
transfer system, the Participants' accounts with the respective principal
amounts of the Notes beneficially owned by such Participants. Ownership of
beneficial interest in such Global Notes will be shown on, and the transfer of
such ownership interests will be effected only through, records maintained by
the Depositary or its nominee (with respect to interests of Participants) and
on the records of Participants (with respect to interests of persons holding
through Participants). The laws of
S-6
<PAGE>
some states may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to own, transfer or pledge beneficial interests in Global
Notes.
So long as the Depositary, or its nominee, is the registered owner of a
Global Note, the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Notes represented by such Global
Note for all purposes under the Subordinated Indenture. Except as provided
below, owners of beneficial interest in a Global Note will not be entitled to
have the Notes represented by such Global Note registered in their names, will
not receive or be entitled to receive physical delivery of the Notes in
definitive form and will not be considered the owners or holders thereof under
the Subordinated Indenture. Accordingly, each person owning a beneficial
interest in a Global Note must rely on the procedures of the Depositary and, if
such person is not a Participant, on the procedures of the Participant through
which such person owns its interest, to exercise any rights of an owner or
holder under the Subordinated Indenture. The Company understands that under
existing industry practice, in the event that the Company requests any action
of owners or holders or that an owner of a beneficial interest in such a Global
Note desires to give or take any action which an owner or holder is entitled to
give or take under the Subordinated Indenture, the Depositary would authorize
the Participants holding the relevant beneficial interest to give or take such
action, and such Participants would authorize beneficial owners holding through
them.
Payment of principal of and interest on Notes registered in the name of the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Notes representing such
Notes. Such payments to the Depositary or its nominee, as the case may be, will
be made by the Trustee by wire transfer of immediately available funds to the
Depositary or its nominee, provided that, in the case of payments made at
maturity of such Notes, such Global Notes are presented to the Trustee in time
for the Trustee to make such payments in accordance with normal procedures.
None of the Company, the Trustee or any agent of the Company or the Trustee
will have any responsibility or liability for any aspect of the records
relating to, or payments made on account of, beneficial ownership interests or
for supervising or reviewing any records relating to such beneficial ownership
interests. The Company expects that the Depositary, upon receipt of any payment
of principal or interest in respect of a Global Note, will credit the accounts
of the Participants with payment in amounts proportionate to their respective
beneficial interest in such Global Note as shown on the records of the
Depositary. The Company also expects that payments by Participants to owners of
beneficial interests in a Global Note will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such Participants.
If (i) the Depositary is at any time unwilling or unable to continue as
Depositary or the Depositary ceases to be a clearing agency registered or in
good standing under the Exchange Act and the Company does not appoint a
successor Depositary within 90 days of notice of such condition; (ii) the
Company determines that the Notes shall no longer be represented by a Global
Note; or (iii) any event shall have happened and be continuing which, after
notice or lapse of time, or both, would become an Event of Default with respect
to the Notes, the Global Notes will be transferable or exchangeable, in whole
but not in part, for Notes in definitive registered form of like tenor and of
an equal aggregate principal amount, in denominations of $1,000 and integral
multiples thereof. Such definitive Notes shall be registered in such name or
names and in such authorized denominations as the Depositary shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the Depositary from Participants with respect to ownership of
beneficial interests in such Global Notes.
The Subordinated Indenture provides that the Company may designate a
successor depositary under certain circumstances. In that event, the Company
anticipates that such successor depositary would implement record-keeping and
clearing procedures comparable to those described above.
S-7
<PAGE>
UNDERWRITING
The Underwriters named below have severally agreed to purchase from the
Company the following respective principal amounts of the Notes:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- -----------
<S> <C>
Bear, Stearns & Co. Inc.......................................... $25,000,000
Dean Witter Reynolds Inc......................................... 25,000,000
-----------
Total........................................................ $50,000,000
===========
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Notes if any of the Notes are purchased.
The Company has been advised that the Underwriters propose to offer the Notes
to the public initially at the public offering price set forth on the cover
page of this Prospectus Supplement and to certain dealers at such price less a
concession of .40% of the principal amount of the Notes; that the Underwriters
and such dealers may allow a discount of .25% of such principal amount on sales
to certain other dealers; and that after the initial public offering, the
public offering price and concessions and discounts to dealers may be changed.
The Notes will not be listed on any securities exchange. The Notes are a new
series of securities with no established trading market. The Underwriters have
informed the Company that they intend to act as market makers for the Notes.
However, the Underwriters are not obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, as
amended, or to contribute to payments which the Underwriters may be required to
make in respect thereof.
The Underwriters and their associates and affiliates may be customers of,
including borrowers from, engage in transactions with, and perform services for
the Company and its subsidiaries in the ordinary course of business.
LEGAL OPINIONS
The validity of the Notes will be passed upon for the Company by Jerry W.
Powell, Esquire, General Counsel, Secretary and an employee of the Company. As
of June 30, 1994, Mr. Powell was the beneficial owner of an aggregate of
approximately 45,784 shares of the Company's Common Stock. Balch & Bingham,
Birmingham, Alabama, is also expected to render legal opinions as to certain
legal matters on behalf of the Company. Certain legal matters in connection
with the issuance of the Notes are subject to the approval of Covington &
Burling, Washington, D.C., counsel to the Underwriters. As to matters of
Alabama law, Covington & Burling will rely on the opinions of Balch & Bingham
and Jerry W. Powell. Stanley M. Brock, a partner in the law firm of Balch &
Bingham, is a director of the Company and, as of June 30, 1994, was the
beneficial owner of an aggregate of approximately 170,335 shares of the
Company's Common Stock.
S-8
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
The Company............................................................... S-2
Recent Developments....................................................... S-2
Selected Financial Data................................................... S-4
Capitalization............................................................ S-5
Description of the Notes.................................................. S-5
Book-Entry Procedures..................................................... S-6
Underwriting.............................................................. S-8
Legal Opinions............................................................ S-8
PROSPECTUS
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 3
Use of Proceeds........................................................... 4
Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed
Charges and Preferred Stock Dividend Requirements........................ 5
Supervision and Regulation................................................ 5
Description of Debt Securities............................................ 9
Description of Preferred Shares........................................... 20
Description of Series A Preferred Stock................................... 20
Description of Common Stock............................................... 22
Plan of Distribution...................................................... 23
Legal Opinions............................................................ 24
Experts................................................................... 24
</TABLE>
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$50,000,000
[LOGO]
COMPASS BANCSHARES, INC.
(FORMERLY CENTRAL BANCSHARES OF THE SOUTH, INC.)
8 3/8% SUBORDINATED NOTES
DUE 2004
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PROSPECTUS SUPPLEMENT
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BEAR, STEARNS & CO. INC.
DEAN WITTER REYNOLDS INC.
SEPTEMBER 21, 1994
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