<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>
Compass Bank
[LOGO OF COMPASS BANK] Trust Division
P.O. Box 10566
Birmingham, Alabama 35296
TO: PARTICIPANTS IN THE COMPASS BANCSHARES, INC. ESOP/401(K) PLAN
Enclosed for your review and consideration, as a participant in the Compass
Bancshares, Inc. ESOP/401(k) Plan (the "Plan"), are additional proxy
solicitation materials of the Committee to Maximize Shareholder Value relating
to the 1995 Annual Meeting of Shareholders of Compass Bancshares, Inc. Also
enclosed is an additional BLUE confidential voting instruction card listing
the slate of director candidates endorsed by the Committee to Maximize
Shareholder Value and the other proposals scheduled to be voted on at the 1995
Annual Meeting.
Please read the enclosed document entitled "DIRECTING THE VOTE OF SHARES OF
----
COMPASS BANCSHARES HELD IN YOUR ESOP/401(K) ACCOUNTS AT THE 1995 ANNUAL
MEETING." This document contains IMPORTANT information concerning your rights
to direct the voting of shares held in your Plan accounts and the procedures
for exercising such rights, including the confidentiality of your instructions
and where to send confidential voting cards. The Plan trustee will not
recommend how you should complete your confidential voting instruction cards.
However, the Plan trustee encourages you to READ ALL PROXY MATERIALS CAREFULLY
----------------------------------
AND THOROUGHLY and to exercise your right to direct the voting of your
--------------
allocated shares at the meeting.
Your instructions to the Plan trustee will be completely CONFIDENTIAL.
Voting instruction cards are to be sent to Corporate Election Services, Inc.
of Pittsburgh, Pennsylvania, the independent vote processing agent engaged by
the Plan trustee, and should not be sent to Compass Bank, to Compass
---
Bancshares or its proxy solicitor, Morrow & Company, Inc., or to the Committee
to Maximize Shareholder Value or its proxy solicitor, Georgeson & Company,
Inc.
If you have already returned a voting instruction card, you do not need to
---
take further action unless you want to change your instructions to the Plan
------
trustee. Mailing the enclosed BLUE confidential voting instruction card will
revoke and cancel any voting instruction card you have previously mailed to
Corporate Election Services.
COMPASS BANK
Trust Division
March 24, 1995
<PAGE>
DIRECTING THE VOTE OF SHARES OF COMPASS BANCSHARES HELD
IN YOUR ESOP/401(K) ACCOUNTS AT THE 1995 ANNUAL MEETING
YOUR RIGHTS TO DIRECT VOTING OF YOUR ALLOCATED SHARES. Under the terms of
the Compass Bancshares, Inc. ESOP/401(k) Plan (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.
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, Inc., 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 individual 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, Inc., or
to the Committee to Maximize Shareholder Value or its proxy solicitor,
Georgeson & Company, Inc.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your
accounts by completing, signing and returning a confidential voting
instruction card. 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.
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.
-------------------------------------------------------------
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 WHITE card and a BLUE 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.
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.
<PAGE>
Compass Bank
[LOGO OF COMPASS BANK] Trust Division
P.O. Box 10566
Birmingham, Alabama 35296
TO: PARTICIPANTS IN THE COMPASS BANCSHARES, INC. PAYSOP
Enclosed for your review and consideration, as a participant in the Compass
Bancshares, Inc. PAYSOP (the "Plan"), are additional proxy solicitation
materials of the Committee to Maximize Shareholder Value relating to the 1995
Annual Meeting of Shareholders of Compass Bancshares, Inc. Also enclosed is an
additional BLUE confidential voting instruction card listing the slate of
director candidates endorsed by the Committee to Maximize Shareholder Value
and the other proposals scheduled to be voted on at the 1995 Annual Meeting.
Please read the enclosed document entitled "DIRECTING THE VOTE OF SHARES OF
----
COMPASS BANCSHARES HELD IN YOUR PAYSOP ACCOUNT AT THE 1995 ANNUAL MEETING."
This document contains IMPORTANT information concerning your rights to direct
the voting of shares held in your Plan account and the procedures for
exercising such rights, including the confidentiality of your instructions and
where to send confidential voting cards. The Plan trustee will not recommend
how you should complete your confidential voting instruction cards. However,
the Plan trustee encourages you to READ ALL PROXY MATERIALS CAREFULLY AND
--------------------------------------
THOROUGHLY and to exercise your right to direct the voting of your allocated
----------
shares at the meeting.
Your instructions to the Plan trustee will be completely CONFIDENTIAL.
Voting instruction cards are to be sent to Corporate Election Services, Inc.
of Pittsburgh, Pennsylvania, the independent vote processing agent engaged by
the Plan trustee, and should not be sent to Compass Bank, to Compass
---
Bancshares or its proxy solicitor, Morrow & Company, Inc., or to the Committee
to Maximize Shareholder Value or its proxy solicitor, Georgeson & Company,
Inc.
If you have already returned a voting instruction card, you do not need to
---
take further action unless you want to change your instructions to the Plan
------
trustee. Mailing the enclosed BLUE confidential voting instruction card will
revoke and cancel any voting instruction card you have previously mailed to
Corporate Election Services.
COMPASS BANK
Trust Division
March 24, 1995
<PAGE>
DIRECTING THE VOTE OF SHARES OF COMPASS BANCSHARES HELD
IN YOUR PAYSOP ACCOUNT AT THE 1995 ANNUAL MEETING
YOUR RIGHTS TO DIRECT VOTING OF YOUR ALLOCATED SHARES. Under the terms of
the Compass Bancshares, Inc. PAYSOP (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.
---
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, Inc., 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 individual 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, Inc., or
to the Committee to Maximize Shareholder Value or its proxy solicitor,
Georgeson & Company, Inc.
HOW TO EXERCISE YOUR RIGHTS. You direct the voting of shares in your account
by completing, signing and returning a confidential voting instruction card.
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.
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.
-------------------------------------------------------------
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 WHITE card and a BLUE 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.
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.
