<PAGE>
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:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Proxy Statement RULE 14C-5(D)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COMPASS BANCSHARES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
COMPASS BANCSHARES, INC.
------------------------------------------------------------------------
(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), 14a-6(i)(1), 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:
Notes:
<PAGE>
[LOGO OF COMPASS BANK]
Compass Bank
Trust Division
P.O. Box 10566
Birmingham, Alabama 35296
TO: Participants in the Compass Bancshares, Inc. ESOP/401(k) Plan
By letter dated March 3, 1995, Compass Bank, as trustee of the Compass
Bancshares, Inc. ESOP/401(k) Plan (the "Plan") wrote to you to deliver proxy
materials of Compass Bancshares, Inc. (the "Bancshares Proxy Statement")
pertaining to the 1995 Annual Meeting of Shareholders of Compass Bancshares,
Inc., together with a WHITE confidential voting instruction card listing the
slate of directors endorsed by the majority of the Board of Directors of
Compass Bancshares and the other proposals described in the Bancshares Proxy
Statement.
The Plan trustee is now writing to you to deliver, for your review and
consideration, a proxy statement and other proxy materials prepared by the
Committee to Maximize Shareholder Value, a group composed of Harry B. Brock,
Jr., Stanley Macfarlane Brock, Dr. Wendell H. Taylor, Sr., David Poole
Henderson, James Richard Hays, Grady Washington Leach, Jr., Grady Washington
Leach, III and John R. Israel, Jr. (the "Committee Proxy Statement")
soliciting proxies for a slate of directors in opposition to the slate
endorsed in the Bancshares Proxy Statement and in favor of the shareholder
proposals submitted by members of the Committee to Maximize Shareholder Value.
Also enclosed is a BLUE confidential voting instruction card which you should
use if you wish to direct the Plan trustee to vote shares allocated to your
accounts in connection with the slate of directors endorsed by the Committee
to Maximize Shareholder Value and if you wish to direct the Plan trustee
concerning the voting of shares allocated to your accounts on the other
proposals described in the Committee Proxy Statement.
Your Rights to Direct Voting of Your Allocated Shares. Under the terms of
the Plan you have the right to direct the Plan trustee in writing as to the
manner you wish to vote the shares of Compass Bancshares stock allocated to
your Plan accounts at the Compass Bancshares' 1995 Annual Meeting of
Shareholders. Under the terms of the Plan and subject to the Plan trustee's
responsibilities under ERISA, the Plan trustee will vote your allocated shares
in accordance with your instructions and will not vote your allocated shares
---
if you do not provide instructions. Therefore, we encourage you to exercise
your right to direct the voting of your allocated shares at the meeting.
Confidentiality of Voting Instructions. Your instructions to the Plan
trustee will be completely confidential. Compass Bank has engaged an
------------
independent firm, Corporate Election Services, Inc. of Pittsburgh,
Pennsylvania, to serve as the confidential vote processing agent for the Plan.
Voting instruction cards are to be sent to Corporate Election Services, Inc.
and should not be sent to Compass Bank, to Compass Bancshares or its proxy
---
solicitor, Morrow & Company or to the Committee to Maximize Shareholder Value
or its proxy solicitor, Georgeson & Company, Inc. Corporate Election Services,
Inc. will count your votes and report the aggregate totals of all voting
instructions to the Plan trustee. Corporate Election Services, Inc. has agreed
to maintain your voting instructions in strict confidence. In no event will
your individual voting instructions be reported to Compass Bank, to Compass
Bancshares or its proxy solicitor, Morrow & Company, or to the Committee to
Maximize Shareholder Value or its proxy solicitor, Georgeson & Company, Inc.
<PAGE>
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your
accounts by completing, signing and returning a confidential voting
instruction card to Corporate Election Services, Inc. Proxy cards supplied
with any other proxy materials you may receive in connection with shares you
own outside of the Plan are not appropriate for the purpose of instructing the
Plan trustee in connection with the voting of shares allocated to your
ESOP/401(k) accounts. Voting instructions for your allocated shares under the
Plan must be received by Corporate Election Services, Inc. on the voting
instruction cards provided by the Plan trustee for that purpose. Again, all
----------
voting instruction cards should be forwarded to Corporate Election Services,
- ----------------------------------------------------------------------------
Inc. and should not be mailed to Compass Bank, or to Compass Bancshares or its
- ----------------------------------------------------------------------------
proxy solicitor, Morrow & Company, or to the Committee to Maximize Shareholder
- ----------------------------------------------------------------------------
Value or its proxy solicitor, Georgeson & Company, Inc.
- -------------------------------------------------------
MAKING AN INFORMED DECISION. In order to make an informed judgment
concerning how to instruct the Plan trustee to vote your allocated shares,
you should read all proxy materials carefully and thoroughly. The Plan
- -------------------------------------------------------------
trustee will not recommend how you should complete your confidential voting
instruction cards. If you wish to support candidates endorsed in the Committee
Proxy Statement, you should use the enclosed BLUE voting instruction card. If
you wish to support candidates endorsed in the Bancshares Proxy Statement, you
should use the WHITE voting instruction card previously forwarded to you.
Whichever color voting instruction card you choose to complete and return, you
may instruct the Plan trustee concerning the voting of your allocated shares
in connection with the additional matters (i.e., matters other than the
election of directors) scheduled to be considered at the 1995 Annual Meeting
by completing the blanks on either color voting instruction card.
------
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION CARD. You may submit
your voting instructions to the confidential vote processing agent at any
time, except that in order to be effective your instructions must be received
--------
by Corporate Election Services, Inc. not later than 5:00 p.m. Eastern time on
April 7, 1995. If Corporate Election Services, Inc. receives more than one
voting instruction card from you, the instruction card bearing the latest date
------
will be considered to have revoked and cancelled all instruction cards bearing
an earlier date. If more than one confidential voting instruction card is
received from you bearing the same date, Corporate Election Services, Inc.
will consider the card bearing the latest postmark as controlling. In
addition, your voting instruction cards may be revoked, subject to
verification by Corporate Election Services, Inc., if such revocation is
in writing and received by Corporate Election Services, Inc. at P.O. Box 1150,
- ----------
Pittsburgh, PA 15230-9954 not later than 5:00 p.m. Eastern time on April 7,
1995. Do not return both a BLUE card and a WHITE card in the same envelope.
--- ----
You may request additional confidential voting instruction cards at any time
by contacting Corporate Election Services, Inc. at (412) 566-2400.
NOTICE REGARDING THE PAYSOP. If you are also a participant in the Compass
Bancshares, Inc. PAYSOP, you will be receiving separate confidential voting
--------
instruction cards for your use in instructing the PAYSOP plan trustee
concerning the voting of shares allocated to your PAYSOP account.
If you have any questions regarding the procedures for instructing the Plan
trustee, please call J. Vance Davidson at (205) 558-6683 or Tom Radigan at
(205) 558-6745.
COMPASS BANK
Trust Division
March 10, 1995
<PAGE>
[LOGO OF COMPASS BANK]
Compass Bank
Trust Division
P.O. Box 10566
Birmingham, Alabama 35296
TO: Participants in the Compass Bancshares, Inc. PAYSOP
By letter dated March 3, 1995, Compass Bank, as trustee of the Compass
Bancshares, Inc. PAYSOP (the "Plan") wrote to you to deliver proxy materials
of Compass Bancshares, Inc. (the "Bancshares Proxy Statement") pertaining to
the 1995 Annual Meeting of Shareholders of Compass Bancshares, Inc., together
with a WHITE confidential voting instruction card listing the slate of
directors endorsed by the majority of the Board of Directors of Compass
Bancshares and the other proposals described in the Bancshares Proxy
Statement.
The Plan trustee is now writing to you to deliver, for your review and
consideration, a proxy statement and other proxy materials prepared by the
Committee to Maximize Shareholder Value, a group composed of Harry B. Brock,
Jr., Stanley Macfarlane Brock, Dr. Wendell H. Taylor, Sr., David Poole
Henderson, James Richard Hays, Grady Washington Leach, Jr., Grady Washington
Leach, III and John R. Israel, Jr. (the "Committee Proxy Statement")
soliciting proxies for a slate of directors in opposition to the slate
endorsed in the Bancshares Proxy Statement and in favor of the shareholder
proposals submitted by members of the Committee to Maximize Shareholder Value.
Also enclosed is a BLUE confidential voting instruction card which you should
use if you wish to direct the Plan trustee to vote shares allocated to your
account in connection with the slate of directors endorsed by the Committee to
Maximize Shareholder Value and if you wish to direct the Plan trustee
concerning the voting of shares allocated to your account on the other
proposals described in the Committee Proxy Statement.
Your Rights to Direct Voting of Your Allocated Shares. Under the terms of
the Plan you have the right to direct the Plan trustee in writing as to the
manner you wish to vote the shares of Compass Bancshares stock allocated to
your Plan account at the Compass Bancshares' 1995 Annual Meeting of
Shareholders. Under the terms of the Plan and subject to the Plan trustee's
responsibilities under ERISA, the Plan trustee will vote your allocated shares
in accordance with your instructions and will not vote your allocated shares
---
if you do not provide instructions. Therefore, we encourage you to exercise
your right to direct the voting of your allocated shares at the meeting.
Confidentiality of Voting Instructions. Your instructions to the Plan
trustee will be completely confidential. Compass Bank has engaged an
------------
independent firm, Corporate Election Services, Inc. of Pittsburgh,
Pennsylvania, to serve as the confidential vote processing agent for the Plan.
Voting instruction cards are to be sent to Corporate Election Services, Inc.
and should not be sent to Compass Bank, to Compass Bancshares or its proxy
---
solicitor, Morrow & Company or to the Committee to Maximize Shareholder Value
or its proxy solicitor, Georgeson & Company, Inc. Corporate Election Services,
Inc. will count your votes and report the aggregate totals of all voting
instructions to the Plan trustee. Corporate Election Services, Inc. has agreed
to maintain your voting instructions in strict confidence. In no event will
your individual voting instructions be reported to Compass Bank, to Compass
Bancshares or its proxy solicitor, Morrow & Company, or to the Committee to
Maximize Shareholder Value or its proxy solicitor, Georgeson & Company, Inc.
<PAGE>
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your account
by completing, signing and returning a confidential voting instruction card to
Corporate Election Services, Inc. Proxy cards supplied with any other proxy
materials you may receive in connection with shares you own outside of the
Plan are not appropriate for the purpose of instructing the Plan trustee in
connection with the voting of shares allocated to your PAYSOP account. Voting
instructions for your allocated shares under the Plan must be received by
Corporate Election Services, Inc. on the voting instruction cards provided by
the Plan trustee for that purpose. Again, all voting instruction cards should
------------------------------------------
be forwarded to Corporate Election Services, Inc. and should not be mailed to
- -----------------------------------------------------------------------------
Compass Bank, or to Compass Bancshares or its proxy solicitor, Morrow &
- -----------------------------------------------------------------------------
Company, or to the Committee to Maximize Shareholder Value or its proxy
- -----------------------------------------------------------------------------
solicitor, Georgeson & Company, Inc.
- ------------------------------------
MAKING AN INFORMED DECISION. In order to make an informed judgment
concerning how to instruct the Plan trustee to vote your allocated shares,
you should read all proxy materials carefully and thoroughly. The Plan trustee
- ------------------------------------------------------------
will not recommend how you should complete your confidential voting
instruction cards. If you wish to support candidates endorsed in the Committee
Proxy Statement, you should use the enclosed BLUE voting instruction card. If
you wish to support candidates endorsed in the Bancshares Proxy Statement, you
should use the WHITE voting instruction card previously forwarded to you.
Whichever color voting instruction card you choose to complete and return, you
may instruct the Plan trustee concerning the voting of your allocated shares
in connection with the additional matters (i.e., matters other than the
election of directors) scheduled to be considered at the 1995 Annual Meeting
by completing the blanks on either color voting instruction card.
------
WHEN TO SUBMIT YOUR CONFIDENTIAL VOTING INSTRUCTION CARD. You may submit
your voting instructions to the confidential vote processing agent at any
time, except that in order to be effective your instructions must be received
--------
by Corporate Election Services, Inc. not later than 5:00 p.m. Eastern time on
April 7, 1995. If Corporate Election Services, Inc. receives more than one
voting instruction card from you, the instruction card bearing the latest date
------
will be considered to have revoked and cancelled all instruction cards bearing
an earlier date. If more than one confidential voting instruction card is
received from you bearing the same date, Corporate Election Services, Inc.
will consider the card bearing the latest postmark as controlling. In
addition, your voting instruction cards may be revoked, subject to
verification by Corporate Election Services, Inc., if such revocation is
in writing and received by Corporate Election Services, Inc. at P.O. Box 1150,
- ----------
Pittsburgh, PA 15230-9954 not later than 5:00 p.m. Eastern time on April 7,
1995. Do not return both a BLUE card and a WHITE card in the same envelope.
--- ----
You may request additional confidential voting instruction cards at any time
by contacting Corporate Election Services, Inc. at (412) 566-2400.
NOTICE REGARDING THE ESOP/401(K). If you are also a participant in the
Compass Bancshares, Inc. ESOP/401(k) plan, you will be receiving separate
--------
confidential voting instruction cards for your use in instructing the
ESOP/401(k) plan trustee concerning the voting of shares allocated to your
ESOP/401(k) accounts.
If you have any questions regarding the procedures for instructing the Plan
trustee, please call J. Vance Davidson at (205) 558-6683 or Tom Radigan at
(205) 558-6745.
COMPASS BANK
Trust Division
March 10, 1995
