<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
COMPASS BANCSHARES
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[logo] COMPASS BANCSHARES
Compass Bancshares, Inc.
15 South 20th Street
Birmingham, Alabama 35233
March 31, 1995
Dear Fellow Employee:
Mr. Brock is back in the taping business. This time in a videotape in which he
has once again raised the specter of a merger with Regions Financial as evidence
of bad faith on the part of your Board of Directors. He now pretends that he
only suspected discussions. He does this even though the discussions were
suggested by Mr. Brock himself, and even though he knew that the issue was dead
at the February 1, 1995 meeting when the Board adopted a plan which makes no
provision for sale or merger of our company.
The truth about Regions is simple and not even Mr. Brock can distort it. There
was never a serious negotiation. There was never a deal. There was never a
proposal made by either side and the subject is closed. The events in question
-- which Mr. Brock has tried to make a prominent part of his efforts to regain
control of Compass -- revolve around a few conversations during January.
My appeal to you now is a simple one. Please vote. If you believe that the Board
of Directors deserves your support, then complete, sign and return the enclosed
White confidential voting instruction card provided by the Plan Trustee. If you
believe that Mr. Brock and his committee are right and that our company should
be sold, then vote accordingly. But either way, cast your ballot.
This is your opportunity to have a real say in this company's future and to tell
the Board and me how you feel. I can assure you, we are listening. If
confidentiality of your vote is a concern, you should know that no one can
discover how you vote your ESOP/401(k) or PAYSOP shares. In fact, United States
District Judge Sam C. Pointer, Jr., in his March 28, 1995 Federal Court decision
in which he refused to postpone our shareholders' meeting, looked at our
ESOP/401(k) voting procedures and said: "The provisions that have been made at
this point dealing with stock ownerships under ESOP or PAYSOP, I think, are
adequate for the protection of the employees."
You should know that the only procedure to vote the shares allocated to you
under our ESOP/401(k) and PAYSOP is to return your instruction card to Corporate
Election Services by 5:00 p.m. Eastern Time, April 7, 1995. You can't send it to
the company and you can't bring it to the shareholders' meeting. And, if you
don't act soon, you will lose this opportunity to be heard.
Please vote now.
Yours very truly,
/s/ D. Paul Jones, Jr.
-------------------------
D. Paul Jones, Jr.
Chairman of the Board and
Chief Executive Officer
Enclosure
