COMPASS BANCSHARES INC
DEFA14A, 1995-03-21
NATIONAL COMMERCIAL BANKS
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<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
 
                                                                  March 20, 1995
 
Dear Shareholder:
 
     Our records indicate that you may have returned a proxy card to the Company
prior to your receipt of the Company's March 9th letter which sets forth certain
information concerning the Company and the opposing solicitation by Mr. Brock
and his committee.
 
     We have enclosed herewith an additional letter setting forth more
information concerning Mr. Brock's solicitation and the Company's views with
respect thereto.
 
     The fact that you may have already executed a proxy card does not prevent
you from changing your vote and you can revoke any previously executed proxy
card by signing and returning to the Company a subsequently dated, newly
executed card. If you have already voted and do not wish to change your vote you
do not need to take any additional action.
 
     Your vote is important! We urge you to consider your vote carefully, and if
you have not yet voted or wish to change your vote, to vote today by signing,
dating and returning the enclosed WHITE proxy card.
 
                                          Sincerely,
 
                                          JERRY W. POWELL
                                          Corporate Secretary


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