<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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] 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)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 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:
Notes:
<PAGE>
[COMPANY LOGO APPEARS HERE]
To the Shareholders of
Compass Bancshares, Inc.
March 1, 1995
In connection with the annual meeting of shareholders of Compass Bancshares,
Inc., to be held on April 11, 1995, we enclose a Notice of Meeting and Proxy
Statement containing information concerning those matters which are to be
considered at the meeting.
Detailed information concerning the Corporation's activities and operations
during 1994 is contained in our annual report, which is also enclosed.
You are cordially invited to attend the annual meeting in person. Please sign
and return the form of proxy in the enclosed postage-prepaid envelope so that
your shares can be voted in the event you are unable to attend the meeting. You
may, of course, vote in person at the meeting, whether or not you submitted a
proxy.
Sincerely yours,
/s/ D. Paul Jones, Jr.
Chairman and Chief Executive Officer
PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ACCOMPANYING PROXY IN
THE RETURN ENVELOPE FURNISHED FOR THAT PURPOSE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING.
<PAGE>
COMPASS BANCSHARES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
April 11, 1995,
--------------------
The annual meeting of the shareholders of Compass Bancshares, Inc., will be
held at the Birmingham-Jefferson Civic Center, 1 Civic Center Plaza,
Birmingham, Alabama, on Tuesday, April 11, 1995, at 9:30 o'clock, a.m.,
Birmingham time, for the following purposes:
1. To elect three (3) directors, each to serve for a term of three (3) years
or until their successors are elected and qualified.
2. To approve the appointment of independent auditors.
3. To consider a shareholder proposal concerning third party offers to
acquire the Corporation.
4. To consider a shareholder proposal concerning executive compensation.
5. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
Shareholders of record at the close of business on March 8, 1995, are
entitled to notice of and to vote at the meeting.
Shareholders who do not expect to attend the meeting are requested to sign
the enclosed proxy and return it immediately in the enclosed envelope in order
that their shares may be represented at the meeting.
By Order of the Board of Directors
/s/ Jerry W. Powell
General Counsel and Secretary
Birmingham, Alabama
March 1, 1995
<PAGE>
COMPASS BANCSHARES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 11, 1995
--------------------
INTRODUCTION
This Proxy Statement is furnished to shareholders of Compass Bancshares,
Inc., a Delaware corporation (the "Corporation"), in connection with the
solicitation of proxies by the Board of Directors of the Corporation for use at
the annual meeting of shareholders to be held on April 11, 1995, and at any
adjournments thereof, for the purpose of (i) electing three directors of the
Corporation, (ii) approving the appointment of independent auditors, (iii)
considering a shareholder proposal concerning third party offers to acquire the
Corporation, (iv) considering a shareholder proposal concerning executive
compensation, and (v) transacting such other business as may properly come
before the meeting. The executive offices of the Corporation are located at 15
South 20th Street, Birmingham, Alabama 35233. This Proxy Statement and the
accompanying form of proxy, together with a copy of the Corporation's annual
report for 1994, were first mailed to shareholders of the Corporation on or
about March 1, 1995.
SHAREHOLDERS ENTITLED TO VOTE
Each holder of record of the Corporation's common stock as of the close of
business on March 8, 1995, will be entitled to vote at the shareholders'
meeting and at any adjournments thereof. Each shareholder will be entitled to
one vote on each proposal for each share of common stock of the Corporation
held as of such date. At the close of business on February 24, 1995, there were
36,977,786 shares of the Corporation's common stock issued and outstanding.
Notwithstanding the record date specified above, the stock transfer books of
the Corporation will not be closed and stock may be transferred subsequent to
the record date, although all votes must be cast in the names of the
shareholders of record as of the record date.
VOTE REQUIRED
With the exception of the two shareholder proposals, the matters which may be
considered and acted upon by the shareholders at the meeting require approval
by the affirmative vote of at least a majority of the votes cast by the
shareholders present in person or by proxy and constituting a quorum at the
annual meeting. The shareholder proposals, because they seek to amend the
Corporation's Bylaws, require (i) the affirmative vote of the holders of not
less than 80% of all of the outstanding shares entitled to vote in the election
of directors at the annual meeting, and (ii) the affirmative vote of the
holders of a majority of the outstanding shares entitled to vote in the
election of directors at the annual meeting that are not beneficially owned or
controlled, directly or indirectly, by any person or entity which is the
beneficial owner of 5% or more of the shares entitled to vote or any person or
<PAGE>
entity which is an affiliate of the Corporation and at any time within the past
five years was the beneficial owner of 5% or more of the outstanding voting
shares of the Corporation.
A shareholder may abstain with respect to certain items submitted for
shareholder approval. Abstentions will be counted for purposes of determining
the existence of a quorum. Abstentions will be counted as not voting in favor
of the relevant item. Since the election of directors and the approval of the
appointment of auditors is determined by the votes cast, abstentions will not
affect such election or approval. Since each of the shareholder proposals
requires an affirmative vote of a specified number of shares outstanding,
abstentions will have the effect of a negative vote with respect thereto.
A broker who holds shares in street name has the authority to vote on certain
items when he has not received instructions from the beneficial owner. Except
for certain items for which brokers are prohibited from exercising their
discretion, a broker is entitled to vote on matters put to shareholders without
instructions from the beneficial owner. Where brokers do not have or do not
exercise such discretion, the inability or failure to vote is referred to as a
broker nonvote. Under the circumstances where the broker is not permitted to or
does not exercise its discretion, assuming proper disclosure to the Corporation
of such inability to vote, broker nonvotes will be counted for purposes of
determining the existence of a quorum, but also will be counted as not voting
in favor of the particular matter. For each of the matters that will be
determined by a majority of the votes cast, broker nonvotes, if any, will not
have any effect on the outcome of shareholder approval. Since each of the
shareholder proposals requires an affirmative vote of a specified number of
shares outstanding, broker nonvotes will have the effect of a negative vote
with respect thereto.
PROXIES
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at any time before it has been exercised, but if it is not revoked,
the shares represented thereby will be voted by the persons designated in such
proxy. Shares represented by the proxies received will be voted in accordance
with the instructions therein. In the absence of instructions, proxies will be
voted FOR the election as directors of the nominees for directors named herein
and approval of the appointment of KPMG Peat Marwick LLP as independent
auditors of the Corporation for the year ending December 31, 1995, and such
proxies will be treated as voting to ABSTAIN with respect to the shareholder
proposals. In addition, in their discretion the persons designated in such
proxy will vote upon such other business as may properly come before the
meeting, including voting for any adjournment of the meeting proposed by the
Corporation and voting AGAINST any nominee for director not proposed by the
Board of Directors of the Corporation.
2
<PAGE>
HOLDINGS OF VOTING SECURITIES
The following table contains information concerning the only person known to
the Corporation to be the beneficial owner of more than 5% of the Corporation's
outstanding common shares as of December 31, 1994:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES OWNED PERCENT OF CLASS
- - ---------------- ---------------------- ----------------
<S> <C> <C>
Compass Bancshares, Inc. 2,705,144 7.3%
Employee Stock Ownership
Plan (the "ESOP")
c/o Compass Bank Trust Division
P. O. Box 10566
Birmingham, Alabama 35296
</TABLE>
As of December 31, 1994, the number of shares of common stock beneficially
owned by all directors and executive officers of the Corporation as a group was
approximately 4,361,590 shares (11.7%), including outstanding options to
purchase 199,734 shares. (See "Election of Directors".)
A group styled the Committee to Maximize Shareholder Value, composed of Harry
B. Brock, Jr., his son, "Skip" Brock, "Red" Leach, his son, "Tripp" Leach,
Wendell H. Taylor, David Poole Henderson, James Richard Hayes, and John R.
Israel, Jr., filed a Schedule 13D, dated February 8, 1995, with the Securities
and Exchange Commission disclosing sole and shared voting power with respect to
approximately 3,013,541 shares, or approximately 8.2% of the total outstanding
common stock of the Corporation. Such Schedule 13D reports beneficial ownership
of approximately 1,700,726 shares, or approximately 4.6% of the total
outstanding common stock of the Corporation.
3
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors has nominated the three (3) persons named below for
election as Class I directors, each to hold office for a term of three (3)
years or until their successors shall have been elected and qualified. It is
intended that the persons named in the proxy will vote for the election of
these persons. The Board of Directors believes that the nominees will be
available and able to serve as directors, but if for any reason any of these
persons should not be available or able to serve, the persons named in the
proxy may exercise discretionary authority to vote for substitutes proposed by
the Board of Directors of the Corporation.
Certain information about the nominees, directors with unexpired terms, and
executive officers who are not also directors or nominees is set forth in the
following table. Currently, all directors of the Corporation are also directors
of Compass Bank, the Corporation's lead bank subsidiary headquartered in
Birmingham, Alabama (sometimes referred to herein as the "Bank"). Executive
officers who are not also directors serve at the discretion of the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITS NOMINEES, D. PAUL JONES,
JR., CHARLES W. DANIEL AND GEORGE W. HANSBERRY, M.D.
<TABLE>
<CAPTION>
COMMON STOCK OWNERSHIP
-------------------------
DIRECTOR OR SHARES
EXECUTIVE BENEFICIALLY
OFFICER OF OWNED AT PRINCIPAL OCCUPATION
NAME AND CORPORATION DECEMBER 31, PERCENT OF SINCE JANUARY 1, 1990
BUSINESS ADDRESS SINCE 1994 CLASS(1) AND OTHER INFORMATION
---------------- ----------- ------------ ---------- ---------------------
NOMINEES TO SERVE UNTIL ANNUAL MEETING IN 1998 (CLASS I)
<S> <C> <C> <C> <C>
D. Paul Jones, Jr....... 1978 512,911(2) 1.4 Chairman of the Board, Chief
P.O. Box 10566 Executive Officer and
15 South 20th Street President of the
Birmingham, Alabama 35296 Corporation and Compass
Bank. Director of Golden
Enterprises, Inc. Age 52.
Charles W. Daniel....... 1982 197,445(3) * President, Dantract, Inc.
820 Shades Creek (real estate investments).
Parkway Age 54.
Suite 1200
Birmingham, Alabama 35209
George W. Hansberry, -- 15,214(4) * Physician. Age 67. Member,
M.D. .................. Compass Bank's Decatur City
1201 Somerville Road Board of Directors since
S.E. 1972.
Decatur, Alabama 35601
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK OWNERSHIP
-------------------------
DIRECTOR OR SHARES
EXECUTIVE BENEFICIALLY
OFFICER OF OWNED AT PRINCIPAL OCCUPATION
NAME AND CORPORATION DECEMBER 31, PERCENT OF SINCE JANUARY 1, 1990
BUSINESS ADDRESS SINCE 1994 CLASS(1) AND OTHER INFORMATION
---------------- ------------ ------------ ---------- ----------------------
DIRECTORS TO SERVE UNTIL ANNUAL MEETING IN 1996 (CLASS II)
<S> <C> <C> <C> <C>
William Eugene Davenport. 1993 20,121 * President and Chief
2544 Willow Point Road Operating Officer, Russell
Alexander City, Lands, Inc. (resort land
Alabama 35010 development, residential
construction and building
supply stores). Age 54.
Marshall Durbin, Jr. .... 1971 591,407(5) 1.6 President of Marshall Durbin
3125 Independence Drive & Company, Inc. (poultry
Birmingham, Alabama 35209 processing). Age 63.
Tranum Fitzpatrick....... 1989 148,447(6) * Chairman of Guilford
P.O. Box 11148 Company, Inc. and President
2600 East South Boulevard of Guilford Capital and
Montgomery, Alabama 36111 Empire-Rouse, Inc. (real
estate investment and
development). Age 56.
Goodwin L. Myrick........ 1988 915,104(7) 2.5 President and Chairman of
P.O. Box 11000 the Board of Alabama
2108 East South Boulevard Farmers Federation, Alfa
Montgomery, Alabama 35902 Corporation, Alfa Insurance
Companies and Alfa
Services, Inc. (agriculture
and insurance); and a dairy
farmer. Director of Alfa
Corporation. Age 69.
John S. Stein............ 1989 43,758 * President and Chief
P.O. Box 2447 Executive Officer of Golden
110 South 6th Street Enterprises, Inc. (snack
Birmingham, Alabama 35201 food and metal fastener
production and
distribution). Director of
Golden Enterprises, Inc.
Age 57.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK OWNERSHIP
--------------------------
DIRECTOR OR SHARES
EXECUTIVE BENEFICIALLY
OFFICER OF OWNED AT PRINCIPAL OCCUPATION
NAME AND CORPORATION DECEMBER 31, PERCENT OF SINCE JANUARY 1, 1990
BUSINESS ADDRESS SINCE 1994 CLASS(1) AND OTHER INFORMATION
---------------- ----------- ------------ ---------- ---------------------
DIRECTORS TO SERVE UNTIL ANNUAL MEETING IN 1997 (CLASS III)
<S> <C> <C> <C> <C>
Harry B. Brock, Jr. .... 1970 789,829(8) 2.1 Retired since March 31,
P.O. Box 11643 1991, as Chairman of the
Birmingham, Alabama Board, Chief Executive
35202-1643 Officer and Treasurer of
the Corporation and Compass
Bank. Age 68. Mr. Brock is
director Stanley M. Brock's
father.
Stanley M. Brock........ 1990 171,866 * Attorney. Age 44.
4936 Stone Mill Road
Birmingham, Alabama
35223
Garry N. Drummond, Sr. . 1991 64,872(9) * Chief Executive Officer of
P.O. Box 10246 Drummond Company, Inc.
530 Beacon Parkway W. (coal and coke production,
Birmingham, Alabama real estate investment).
35202-0246 Age 56.
<CAPTION>
EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS OR NOMINEES FOR DIRECTOR
<S> <C> <C> <C> <C>
Garrett R. Hegel........ 1990 35,832(10) * Chief Financial Officer of
P.O. Box 10566 the Corporation and Compass
15 South 20th Street Bank since 1990; formerly
Birmingham, Alabama 35296 Senior Vice President--
Finance, and Senior Vice
President--Controller, of
First Bank System, Inc.
(multistate bank holding
company) and Senior
Manager--Audit of Ernst &
Young (accounting firm).
Age 44.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK OWNERSHIP
--------------------------
DIRECTOR OR SHARES
EXECUTIVE BENEFICIALLY
OFFICER OF OWNED AT PRINCIPAL OCCUPATION
NAME AND CORPORATION DECEMBER 31, PERCENT OF SINCE JANUARY 1, 1990
BUSINESS ADDRESS SINCE 1994 CLASS(1) AND OTHER INFORMATION
---------------- ------------ ------------ ---------- ---------------------
<S> <C> <C> <C> <C>
Charles E. McMahen....... 1990 132,498(11) * Chairman and Chief Executive
24 Greenway Plaza Officer of Compass Banks of
Houston, Texas 77046 Texas, Inc. since 1990;
formerly Group Chairman of
MCorp (bank holding
company). Age 55.
Jerry W. Powell.......... 1981 42,907(12) * General Counsel and
P.O. Box 10566 Secretary of the
15 South 20th Street Corporation and Compass
Birmingham, Alabama 35296 Bank; formerly Associate
General Counsel and
Assistant Secretary of the
Corporation and the Bank.
Age 45.
Byrd Williams............ 1992 94,815(13) * Executive Vice President of
P.O. Box 10566 Compass Bank since May
15 South 20th Street 1992; Senior Vice
Birmingham, Alabama 35296 President--Operations of
Compass Bank from 1982 to
1992. Age 49.
Directors, nominees and
executive officers as a
group (16 persons)...... 3,886,057(14) 10.5
</TABLE>
- - --------
* Less than 1%
(1) Percentages are calculated assuming the issuance of 958,124 options
outstanding under the Corporation's stock option plans described herein.
(2) Includes 13,258 shares subject to options exercisable at December 31,
1994, under the Corporation's stock option plans described herein.
(3) Includes 12,866 shares held by Mr. Daniel's wife and sons, the beneficial
ownership of which is disclaimed. Does not include 960,048 shares owned by
The Daniel Foundation of Alabama, a charitable foundation for which Mr.
Daniel serves as one of six directors, the beneficial ownership of which
is disclaimed.
(4) Includes 5,637 shares owned directly by Dr. Hansberry, 5,611 shares owned
jointly with Dr. Hansberry's spouse, and 3,967 shares owned by Dr.
Hansberry's adult children, for which Dr. Hansberry has voting power.
(5) Includes 443,653 shares owned by Marshall Durbin Food Corporation, a
subsidiary of Marshall Durbin Food, Inc., of which Mr. Durbin is Chairman
of the Board and President, and 20,925
7
<PAGE>
shares owned by The Marshall Durbin Management Company, Inc. Profit Sharing
Trust, of which Mr. Durbin is a trustee and a beneficiary. Mr. Durbin
disclaims beneficial ownership of such shares owned directly by such Profit
Sharing Trust.
(6) Includes 1,800 shares owned by Mr. Fitzpatrick's wife, the beneficial
ownership of which is disclaimed.
(7) Includes 904,369 shares owned by Alfa Mutual Insurance Company, Alfa
Mutual Fire Insurance Company, and Alfa Mutual General Insurance Company,
of which Mr. Myrick is President and Chairman of the Board, with respect
to which Mr. Myrick disclaims beneficial ownership.
(8) Includes 748,066 shares owned directly by Mr. Brock and 41,763 shares
owned directly by Mr. Brock's spouse. Excludes 225,579 shares owned by The
Brock Foundation, a charitable foundation for which Mr. Brock serves as a
director, and 960,048 shares owned by The Daniel Foundation of Alabama, a
charitable foundation for which Mr. Brock serves as one of six directors,
the beneficial ownership of which is disclaimed.
(9) Includes 1,699 shares owned by the Drummond Company, Inc., of which Mr.
Drummond is Chief Executive Officer and principal shareholder.
(10) Includes 29,275 shares subject to options exercisable at December 31,
1994, under the Corporation's stock option plans described herein.
(11) Includes 106,951 shares subject to options exercisable at December 31,
1994, under the Corporation's stock option plans described herein.
(12) Includes 14,575 shares subject to options exercisable at December 31,
1994, under the Corporation's stock option plans described herein.
(13) Includes 35,675 shares subject to options exercisable at December 31,
1994, under the Corporation's stock option plans described herein.
(14) Includes 109,031 shares owned by "Red" Leach, who will retire as a
director immediately following the 1995 annual meeting, and 71,925 shares
owned by Mr. Leach's spouse, but does not include 490,747 shares owned by
Thomas E. Jernigan, who resigned as a director, effective February 1,
1994.
REMUNERATION OF DIRECTORS
The Corporation pays non-employee directors a fee for each board meeting
attended. The non-employee directors of the Corporation, who also serve on the
Board of Compass Bank, received $165 per Corporation Board meeting attended or
$460 per Board meeting attended if held on a day when no Compass Bank Board
meeting is held. Board committee members who are not also employees currently
receive $200 for each committee meeting attended if not held on the same day as
a meeting of Compass Bank's Board. Committee chairmen receive a retainer of
$100 per month in addition to the committee meeting attendance fee. Additional
amounts are paid to non-employee directors who serve on the Board and
committees of the Board of Compass Bank in accordance with the compensation
practices set by the Bank's Board of Directors. Amounts paid to non-employee
directors and their voluntary contributions up to a total of $36,000 per year
are combined with a 30% matching contribution by the Corporation for purchase
of the Corporation's common stock under the Monthly Investment Plan established
by the Corporation.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
In 1994 the Board of Directors held four regular quarterly meetings and three
special meetings. All incumbent directors of the Corporation attended 75% or
more of the meetings of the Board and the committees on which they served.
8
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
Messrs. Jones, H. B. Brock, Jr., and Durbin constitute the Executive
Committee, which has the full authority of the Board of Directors to act on all
matters between regularly scheduled Board meetings, except as to certain
matters of an extraordinary nature. The results of each Executive Committee
meeting are reported to the full Board at the next regularly scheduled Board
meeting. The Executive Committee took no action in 1994.
Messrs. Stein, Daniel and "Red" Leach, who will retire as a director of the
Corporation immediately following the 1995 annual meeting, constituted the
Audit Committee of the Board of Directors for 1994. This committee, which met
six times during 1994, meets with the Corporation's internal auditors and
periodically with its independent auditors. The committee's functions include
formulating recommendations with respect to engaging and discharging the
independent auditors and considering the fees paid to, services performed by
and the independence of such auditors. This committee reviews with the internal
and independent auditors the plan for and results of the audit of the
Corporation, the adequacy of procedures for internal auditing and the adequacy
of the system of internal control. The Audit Committee also reviews with the
internal auditors and management the results of examinations of the
Corporation's subsidiary banks by the various regulatory authorities and
considers the results of the loan examinations conducted by the internal
auditors of the Corporation.
Messrs. Leach, Daniel, Durbin and former director Thomas E. Jernigan,
constituted the Compensation Committee of the Board of Directors for 1994.
These members are non-employee directors and are ineligible to participate in
any of the plans or programs administered by the committee. The primary
function of the committee is to review and approve senior officers'
compensation and to administer the Corporation's incentive plans. The committee
met twice during 1994.
Messrs. H. B. Brock, Jr., "Skip" Brock, Davenport, Drummond, Durbin,
Fitzpatrick and Myrick constituted the Credit Committee of the Board of
Directors for 1994. This committee has general supervision over the credit
policies of the Corporation and its subsidiaries, establishes the appropriate
credit policies for the Corporation and its subsidiaries, and provides
appropriate instruction to the officers of the Corporation regarding credit
policies and procedures. The committee met six times during 1994.
The Board of Directors has no standing nominating committee.
STOCK OWNERSHIP REPORTING BY DIRECTORS AND OFFICERS
Section 16(a) of the Securities Exchange Act of 1934 requires that executive
officers and directors of the Corporation file reports of stock ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC") on
Forms 3 (initial statement of ownership), 4 (monthly reports), and 5 (annual
reports). Based solely upon a review of copies of such reports or
representations that no annual reports on Form 5 for the 1994 fiscal year were
required to be filed by officers or directors, the Corporation believes that
Section 16(a) filing requirements applicable to its officers and directors were
complied with during fiscal year 1994.
9
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The Corporation's 1994 compensation program for executive officers consisted
principally of salaries, cash bonuses and compensation pursuant to certain
plans which are described below.
SUMMARY COMPENSATION INFORMATION
The following table sets forth certain information regarding compensation
paid by the Corporation and its subsidiaries during the fiscal years 1992,
1993, and 1994 for services rendered to the Corporation and its subsidiaries
during such years by the Corporation's chief executive officer and the
Corporation's four most highly compensated executive officers other than the
chief executive officer who were serving in such capacities at the end of 1994:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION AWARDS
------------------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
NAME AND -------------------- UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)(1)
------------------ ---- ---------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C>
D. Paul Jones, Jr. ..... 1994 450,000 318,735 4,150 22,980(2)
Chairman and Chief 1993 408,098 408,098 4,150 28,292(2)
Executive Officer of the 1992 385,000 385,000 4,958 27,774(2)
Corporation and Compass
Bank
Garrett R. Hegel........ 1994 178,863 63,344 4,150 9,067(3)
Chief Financial Officer 1993 170,888 85,444 4,150 10,673(3)
of the Corporation and 1992 168,853 84,427 4,875 10,529(3)
Compass Bank
Charles E. McMahen...... 1994 309,483 153,445 4,150 18,764(5)
Chairman and Chief 1993 297,676 208,373 4,150 27,164(5)
Executive Officer of 1992 280,688 196,481 4,958 21,655(5)
Compass Banks of Texas,
Inc. (4)
Jerry W. Powell......... 1994 143,500 46,924 3,150 11,756(6)
General Counsel and 1993 140,000 42,000 2,800 11,228(6)
Secretary of the 1992 117,810 35,814 3,375 9,584(6)
Corporation and Compass
Bank
Byrd Williams........... 1994 225,000 111,557 4,150 16,230(8)
Executive Vice President 1993 182,500 127,750 4,150 28,871(8)
of Compass Bank (7) 1992 156,062 115,543 27,375 16,082(8)
</TABLE>
- - --------
(1) The amounts shown in this column include annual contributions by the
Corporation to the ESOP/401(k) accounts of persons named in the table and
30% matching contributions by the
10
<PAGE>
Corporation on employee contributions for purchases of Corporation common
stock under the Corporation's Monthly Investment Plan. The ESOP/401(k) plan
and the Monthly Investment Plan are generally available to employees of the
Corporation and its subsidiaries.
(2) Includes contributions by the Corporation under the ESOP/401(k) of $9,480,
$16,049, and $16,224 in 1994, 1993 and 1992, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan of
$13,500, $12,243, and $11,550 for 1994, 1993 and 1992, respectively.
(3) Includes contributions by the Corporation under the ESOP/401(k) of $8,534,
$10,160, and $10,022 in 1994, 1993 and 1992, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan of
$533, $513, and $507 for 1994, 1993 and 1992, respectively.
(4) Compass Banks of Texas, Inc. is a subsidiary of the Corporation and an
indirect parent corporation of Compass Bank-Houston, Compass Bank-Dallas,
and certain other Texas-based subsidiaries of the Corporation.
(5) Includes contributions by the Corporation under the ESOP/401(k) of $9,480,
$18,234, and $13,234 in 1994, 1993 and 1992, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan of
$9,284, $8,930, and $8,421 for 1994, 1993 and 1992, respectively.
(6) Includes contributions by the Corporation under the ESOP/401(k) of $9,069,
$9,548, and $8,170 in 1994, 1993 and 1992, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan of
$2,687, $1,680, and $1,414 for 1994, 1993 and 1992, respectively.
(7) Byrd Williams became Executive Vice President of Compass Bank on May 18,
1992. Information shown for the year 1992 concerning Mr. Williams includes
compensation paid to him in such capacity after such date and prior to such
date in his capacity as Compass Bank's Senior Vice President--Operations.
(8) Includes contributions by the Corporation under the ESOP/401(k) of $9,480,
$11,698, and $11,130 in 1994, 1993 and 1992, respectively, and matching
contributions made by the Corporation in connection with purchases of
Corporation common stock under the Corporation's Monthly Investment Plan of
$6,750, $5,475, and $4,952 for 1994, 1993 and 1992, respectively.
COMPENSATION PURSUANT TO PLANS
The Corporation has certain compensation plans, described below, which may
provide benefits to executive officers of the Corporation.
Long Term Incentive Plans
The Corporation's shareholders approved the 1982 and 1989 Long Term Incentive
Plans (the "Plans"), which provide for the granting of incentive awards in the
form of stock options, stock appreciation rights, performance units, restricted
stock, supplemental cash and in such other forms as
11
<PAGE>
may be deemed appropriate from time to time under the circumstances. The Plans
are administered by the Compensation Committee of the Board of Directors, which
has the sole discretion, subject to the terms of the Plans, to determine those
employees, including executive officers, eligible to receive awards and the
amount and type of such awards. The Compensation Committee also has the
authority to interpret the Plans, formulate the terms and conditions of award
agreements, and make all other determinations required in the administration
thereof. Under the 1982 Long Term Incentive Plan, the committee was authorized
to grant awards of up to 2,475,000 shares of the Corporation's common stock,
subject to adjustment for capital structure changes. Under the 1989 Long Term
Incentive Plan, the Compensation Committee may grant awards of up to 1,500,000
shares of the Corporation's common stock, subject to adjustment for capital
structure changes.
The following table reflects certain information concerning grants of options
to purchase the Corporation's common stock that were made by the Corporation
during 1994 to the executive officers of the Corporation named in the Summary
Compensation Table above:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------
NUMBER % OF POTENTIAL REALIZABLE
OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES OF STOCK
UNDERLYING GRANTED TO EXERCISE PRICE APPRECIATION
OPTIONS EMPLOYEES OR BASE EXPIR- FOR OPTION TERM
GRANTED IN FISCAL PRICE ATION -----------------------
NAME (#)(1) YEAR ($/SH)(1) DATE 5%($)(2) 10%($)(2)
---- ---------- ---------- --------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
D. Paul Jones, Jr....... 4,150 1.91 23.25 2/20/04 60,673 153,758
Garrett R. Hegel........ 4,150 1.91 23.25 2/20/04 60,673 153,758
Charles E. McMahen...... 4,150 1.91 23.25 2/20/04 60,673 153,758
Jerry W. Powell......... 3,150 1.45 23.25 2/20/04 40,053 116,708
Byrd Williams........... 4,150 1.91 23.25 2/20/04 60,673 153,758
</TABLE>
- - --------
(1) The options shown in the table are incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended,
each of which were granted under the Corporation's 1989 Long Term Incentive
Plan on February 21, 1994, with an exercise price equal to the fair market
value on the date of grant. These options became exercisable immediately
upon the date of grant and will expire ten years from the date of grant,
subject to earlier termination upon termination of employment.
(2) The dollar amounts shown are based on certain assumed rates of appreciation
and the assumption that the options will not be exercised until the end of
the expiration periods applicable to the options. Actual realizable values,
if any, on stock option exercises and common stock holdings are dependent
on the future performance of the Corporation's common stock and overall
stock market conditions. There can be no assurances that the amounts
reflected will be achieved.
12
<PAGE>
The following table reflects certain information concerning exercises of
options with respect to the Corporation's common stock during 1994 by the
executive officers of the Corporation named in the Summary Compensation Table
above:
AGGREGATED OPTION EXERCISES IN 1994
AND 1994 YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS AT
1994 YEAR 1994 YEAR
END (#) END ($)
SHARES ACQUIRED VALUE ------------- -------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- - ---- --------------- -------- ------------- -------------
<S> <C> <C> <C> <C>
D. Paul Jones, Jr. ........ 0 0 13,258/0 97,909/0
Garrett R. Hegel........... 3,000 36,500 29,275/0 198,245/0
Charles E. McMahen......... 0 0 106,951/0 1,014,533/0
Jerry W. Powell............ 0 0 14,575/0 61,312/0
Byrd Williams.............. 0 0 35,675/0 35,187/0
</TABLE>
Change of Control Employment Agreements
The Corporation entered into change of control employment agreements on
December 14, 1994 (the "Agreements") with each of the individuals named in the
Summary Compensation Table and five additional officers of the Corporation or
its subsidiaries. The Agreements are designed to retain such officers and
provide for continuity of management in the event of any actual or threatened
change in control of the Corporation. The Agreements are effective for three-
year periods and are automatically extended annually for additional one-year
periods unless notice is given to the contrary. The Agreements are otherwise
terminable during their periods of effectiveness only by termination of the
executive's employment. Such termination in connection with a change in control
of the Corporation (as defined in the Agreements) will entitle an executive to
benefits under the Agreements. The Agreements require continued employment of
an executive following a change of control on an equivalent basis to employment
immediately before such change of control. In the event that during the three-
year period following a change of control, the executive terminates the
executive's employment for good reason (as defined in the Agreements) or,
during the thirty-day period commencing one year after the change of control,
for any reason, or the Company terminates the executive's employment without
cause (as defined in the Agreements), the executive will be entitled to receive
an immediate lump sum payment in an amount equal to previously earned but
unpaid compensation plus an amount equal to a range of between two and three
times the sum of such executive's then current salary and annual bonus. In
addition, the executive will continue to be eligible, together with the
executive's family, to receive benefits under the Corporation's welfare
13
<PAGE>
benefit plans (e.g., medical, group life, etc.) for the remainder of the three-
year term, and any stock options then held by the executive pursuant to the
Corporation's stock option plans shall remain exercisable in accordance with
the terms of any stock option agreements between the Corporation and the
executive, notwithstanding any provision in such option agreements to the
contrary.
Pension Plan
The Corporation has adopted a defined benefit pension plan pursuant to which
participants are entitled to an annual benefit on retirement equal to a
percentage of the average base compensation (generally defined as direct cash
compensation exclusive of bonuses, such as the bonuses shown in the Summary
Compensation Table above, and commissions) earned in the five consecutive years
of benefit service which produces the highest average. The following table
shows the estimated annual benefits payable upon retirement to salaried
employees, including executive officers, assuming retirement at normal
retirement age 65 on January 1, 1995:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST
AVERAGE
EARNINGS- 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
FIVE YEARS SERVICE SERVICE SERVICE SERVICE SERVICE
- - ---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$100,000......................... $15,408 $23,112 $30,816 $38,520 $ 46,224
125,000......................... 19,908 29,862 39,816 49,770 59,724
150,000......................... 24,408 36,612 48,816 61,020 73,224
200,000*........................ 30,777 49,519 62,262 78,004 93,746
250,000*........................ 38,417 58,404 78,391 98,378 118,364**
300,000*........................ 38,417 58,404 78,391 98,378 118,364**
</TABLE>
- - --------
* The maximum compensation for benefits purposes is $235,840 before 1994 and
$150,000 after 1993.
** The maximum pension under Section 415 of the Internal Revenue Code of 1986.
The percentage amount of the benefit upon retirement under the pension plan
is determined by multiplying the number of years, up to 30, of a participant's
service with the Corporation by 1.8%. Benefits are reduced by Social Security
payments at the rate of 1.8% of primary Social Security benefits times years of
service up to 30 years. The estimated annual retirement benefits shown in the
foregoing table have been reduced by estimated Social Security benefits. All
employees of the Corporation who are over the age of 21 and have worked 1,000
hours or more in their first 12 months of employment or 1,000 hours or more in
any calendar year thereafter are eligible to participate. Under most
circumstances employees are vested after five years of service. Benefits are
payable monthly commencing on the later of age 65 or the participant's date of
retirement. Eligible participants may retire at reduced benefit levels after
reaching age 55.
14
<PAGE>
The current estimated years of credited service for each of the executive
officers named in the Summary Compensation Table above are as follows: D. Paul
Jones, Jr., 16; Charles E. McMahen, 4; Garrett R. Hegel, 4; Jerry W. Powell,
13; and Byrd Williams, 17.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Directors of the Corporation, "Red" Leach, Charles W. Daniel, and Marshall
Durbin, Jr. constitute the Compensation Committee of the Corporation's Board
of Directors. D. Paul Jones, Jr., Chairman and Chief Executive Officer of the
Corporation, is a member of the Board of Directors and serves on the Board
Compensation Committee of Golden Enterprises, Inc., of which John S. Stein, a
director of the Corporation, is President and Chief Executive Officer.
REPORT OF BOARD COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Corporation (the
"Committee") is composed entirely of persons who are not also officers of the
Corporation or any of its subsidiaries. The Committee is responsible for
reviewing and appraising the compensation of senior officers of the
Corporation and administering the Corporation's incentive plans. See "ELECTION
OF DIRECTORS-- Committees of the Board of Directors."
The base salaries and incentive bonuses of the executive officers of the
Corporation, all of whom, with the exception of Charles E. McMahen, are also
executive officers of Compass Bank, are paid by Compass Bank. Mr. McMahen's
compensation is paid by Compass Texas Management, Inc., a subsidiary of the
Corporation that provides management and administrative services to the
Corporation's Texas-based subsidiaries. Management of the Corporation and
Compass Bank are compensated primarily through base salaries, incentive
bonuses, and equity-based compensation programs that are designed to reward
for long-term strategic management and enhancement of shareholder value.
It is the Committee's practice to establish the base salary of the chief
executive officer of the Corporation and Compass Bank for recommendation to
the full Board. The Board of Directors of Compass Bank approves the base
salaries of executive officers other than the chief executive officer based on
recommendations to the Committee from the chief executive officer with respect
to such other executive officers' salaries. Mr. McMahen's salary and bonus is
determined by the chief executive officer only.
In connection with the Committee's setting of the chief executive officer's
base salary, the Human Resources Division of Compass Bank compiles publicly
available data concerning the salaries of the chief executive officers of the
largest Alabama-based bank holding companies other than the Corporation and
financial institutions located outside Alabama that are considered peers of
the Corporation based on their relative assets. Such data is presented to the
Committee for its consideration at one or more Committee meetings in January
or February of each year for salary determinations for the ensuing year. The
compensation levels approved by the Committee with
15
<PAGE>
respect to the chief executive officer have generally been at or above the
median compensation levels of the other companies surveyed. The Committee also
undertakes a subjective analysis of the chief executive officer's base salary
that is not related to any particular established qualitative or quantitative
criteria. Based on such objective information and its subjective analysis, the
Committee then determines the chief executive officer's base salary for
recommendation to the full Board.
As noted above, the Board of Directors of Compass Bank also has historically
approved the base salaries recommended to it by the chief executive officer
with respect to each of the other executive officers of the Corporation other
than Mr. McMahen, whose salary is established by the chief executive officer
only. Such salary recommendations and approval of such recommendations by the
Board of Compass Bank are generally based primarily on subjective analyses of
reasonable base salaries that should be paid to such persons as a result of
their respective job performances during the prior fiscal year and the
responsibilities of their offices on behalf of the Corporation and Compass
Bank. Such base salary determinations are based upon established salary
administration guidelines applicable to all employees. Under these salary
administration guidelines, each employee is placed in an employment grade
depending upon his or her job classification or title, level of responsibility,
and years of service. Within each employment grade there is a salary range, as
well as recommended levels for salary increases, which are based upon a
particular employee's job performance.
Bonuses paid to the chief executive officer and to other senior management
officials of the Corporation and Compass Bank, including, among others, all of
the persons named in the Summary Compensation Table above, are based on
predetermined performance goals and amounts payable as a percentage of their
base salaries depending on the achievement of those goals. The performance
criteria for bonuses payable for a given fiscal year are typically approved by
the entire Board of Directors of Compass Bank at its regular meeting held in
the first quarter of each year.
The chief executive officer's incentive bonus is typically, and was in 1994,
based entirely on the achievement of established goals of earnings per share on
the Corporation's common stock as determined in accordance with generally
accepted accounting principles. For fiscal year 1994, the Corporation's chief
executive officer and other of the executive officers were not entitled to any
bonus if the Corporation failed to achieve an increase in earnings per share of
at least 10% over earnings per share reported for the previous fiscal year. An
increase in earnings per share of at least 15% over the previous fiscal year's
earnings per share was also required in order for maximum achievable bonuses to
be paid to the Corporation's chief executive officer and others. As a result of
an increase in earnings per share in 1994 compared to 1993 of approximately
13%, the Corporation's chief executive officer and each of the other named
executive officers whose bonus is based solely upon the achievement of earnings
per share goals received bonuses which were less than their maximum achievable
bonuses. With respect to 1994 executive officer bonuses and the ESOP
contributions, "Red" Leach, a director and chairman of the Compensation
Committee, expressed concern that use of 1994 earnings per share calculated in
accordance with generally accepted accounting principles was not appropriate.
The Board of Directors considered Mr. Leach's views and approved the method of
calculating bonuses and ESOP contributions based upon earnings per share.
16
<PAGE>
The chief executive officer's maximum bonus, based solely on earnings per
share goals, is typically 100% of base salary. Other executive officers of the
Corporation and Compass Bank have incentive bonus plans pursuant to which they
receive varying bonuses depending upon the performance of the departments or
divisions of the Corporation or Compass Bank with respect to which they have
supervisory responsibility, the performance of the Corporation or Compass Bank
as a whole, and their respective individual performances. As in the case of the
chief executive officer, those bonus plans provide for the payment of bonuses
in varying amounts as a percentage of base salaries depending on the
achievement of performance goals. The maximum bonus of each of the other named
executive officers range from 40% to 70%.
With respect to the determination of the grant of stock options under the
Corporation's 1989 Long Term Incentive Plan for 1994, as in other years, the
Compensation Committee based the number of shares subject to such option grants
for all participants in the plan, including the named executive officers, on
their respective employment grades. Within each employment grade, the
Compensation Committee distinguishes between participants based upon job
performance, level of responsibility and job qualifications. The size of the
grants of incentive stock options to the named executive officers is limited to
a maximum of the number of shares having a fair market value at the date of
grant of $100,000. All other grants are relative to the grants made to the
chief executive officer and other executive officers.
The Committee has considered the anticipated tax treatment to the Company and
to the executive officers of various payments and benefits. In addition, the
Committee is aware that some types of compensation payments and their
deductibility (e.g., the spread on exercise of non-qualified options) depends
upon the timing of an executive officer's vesting or exercise of previously
granted rights, and that interpretations of and changes in the tax laws and
other factors beyond the Committee's control also affect the deductibility of
compensation. For those and other reasons, the Committee will not necessarily
and in all circumstances limit executive compensation to that deductible under
Section 162(m) of the Internal Revenue Code. The Committee will consider
various alternatives to preserving the deductibility of compensation payments
and benefits to the extent reasonably practicable and to the extent consistent
with its other compensation objectives.
17
<PAGE>
BOARD OF DIRECTORS*
D. Paul Jones, Jr.
Charles W. Daniel
William Eugene Davenport
Garry N. Drummond, Sr.
Marshall Durbin, Jr.
Tranum Fitzpatrick
Goodwin L. Myrick
John S. Stein
"Red" Leach
Harry B. Brock, Jr.
"Skip" Brock
* Thomas E. Jernigan resigned as a director and member of the Compensation
Committee effective February 1, 1995.
DIRECTOR AND OFFICER INDEMNIFICATION TRUST
On December 23, 1994, the Corporation entered into a trust agreement with
Wilmington Trust Company pursuant to which $2,000,000 was placed in trust for
the purpose of funding the Corporation's obligations to indemnify the
Corporation's officers and directors under certain circumstances. Additional
contributions may be made at the discretion of the Board of Directors.
CORPORATE PERFORMANCE GRAPH
The following graph illustrates, for the period commencing December 31, 1989,
and ending at year end 1994, the yearly percentage change in the cumulative
total shareholder return on the Corporation's common stock as compared with the
cumulative total returns of the other companies included within the Standard &
Poor's 500 Stock Index and the National Association of Securities Dealers,
Inc., Automated Quotation System ("NASDAQ") Bank Stocks Index. The graph
reflects shareholder returns measured by dividing (i) the sum of (A) the
cumulative amount of dividends paid between year end 1989 and year end 1994,
assuming dividend reinvestment, and (B) the difference between the closing
price of the Corporation's common stock as reported through the NASDAQ on
December 31, 1994, and December 31, 1989, by (ii) the closing price of the
Corporation's common stock as reported through NASDAQ on December 31, 1989.
18
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG COMPASS BANCSHARES, INC., THE S & P 500 STOCK
INDEX AND THE NASDAQ BANK STOCKS INDEX
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG
COMPASS BANCSHARES, INC., S&P 500 STOCK INDEX AND THE NASDAQ STOCK INDEX
<CAPTION>
COMPASS S&P 500 NASDAQ BANK
Measurement period --------- -------- --------
(Fiscal Year Covered) BANCSHARES, INC. Index Index
- - --------------------- --------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $ 100 $ 100 $ 100
FYE 12/31/90 $ 116 $ 97 $ 73
FYE 12/31/91 $ 241 $ 126 $ 120
FYE 12/31/92 $ 308 $ 136 $ 175
FYE 12/31/93 $ 298 $ 150 $ 199
FYE 12/31/94 $ 309 $ 152 $ 199
</TABLE>
CERTAIN TRANSACTIONS
Some of the executive officers, directors and proposed nominees for director
of the Corporation and their affiliates are and have been customers of or had
transactions with the Corporation and its subsidiaries in the ordinary course
of business. Such transactions include loans made by the Corporation's
subsidiary banks, all of which were made in the ordinary course of business on
19
<PAGE>
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with unaffiliated persons
and did not involve more than the normal risk of collectibility or present
other unfavorable features. Additional transactions may be expected to take
place with the subsidiary banks in the ordinary course of business in the
future.
Compass Bank is a limited partner of Guilford Affordable Housing Fund I,
Ltd., an Alabama limited partnership (the "Partnership"), which was organized
in 1992 for the purpose of acquiring limited partnership interests in other
affiliated or unaffiliated limited partnerships which own and operate apartment
complexes with income eligible for low-income housing tax credits or historic
rehabilitation tax credits under the Internal Revenue Code of 1986. The general
partner of the Partnership and the owner of a 1% partnership interest is
Guilford Capital Corporation, of which Tranum Fitzpatrick, a director of the
Corporation, is the president, a director, and a principal shareholder. Mr.
Fitzpatrick is also the chairman of the board of Guilford Company, Inc., which
provides due diligence functions, compliance audits and certain other services
on a contractual basis to the Partnership. Compass Bank has subscribed to
purchase $725,000 of units of interest in the Partnership, $290,000 of which
was invested during 1992, $159,500 of which was invested during 1993, and
$36,250 of which was invested during 1994, with the remaining balance of
subscription funds due to be paid in installments by June 1, 1996.
During 1994, D. Paul Jones, Jr., Chairman and Chief Executive Officer of the
Corporation Jerry W. Powell, General Counsel and Secretary of the Corporation,
and Charles E. McMahen, Chairman and Chief Executive Officer of Compass Banks
of Texas, Inc., were indebted to the Corporation in connection with loans for
the purpose of, among other things, financing the exercise of options to
acquire shares of common stock of the Corporation. Pursuant to a Demand Note
and a Pledge Agreement between Mr. Jones and the Corporation, both dated
December 11, 1992, Mr. Jones pledged 317,673 shares of the Corporation's common
stock as collateral for a loan in the original principal amount of $3,450,000,
which is due on demand, bearing interest at an annual rate equal to the London
Interbank Offering Rate ("LIBOR") plus 1%. During 1994, the largest aggregate
amount of indebtedness outstanding on such loan, and the amount outstanding as
of February 21, 1995, was $3,118,750. In addition, Mr. Jones has a line of
credit with the Corporation of up to $447,600 for this purpose. Amounts
borrowed under this line of credit are due on demand and bear interest at the
prime rate of interest in effect from time to time at Compass Bank, with such
interest payable quarterly. Mr. Jones has pledged 41,005 shares of the
Corporation's common stock as collateral for this line of credit. During 1994,
the largest aggregate amount of indebtedness outstanding under this line of
credit was $447,000, and the amount outstanding as of February 21, 1995 was
$222,198.95. Mr. Powell's loan bears interest at the rate of Compass Bank
Prime, is payable quarterly with the principal due on demand, and is secured by
20,250 shares of the Corporation's common stock. During 1994, the largest
amount of indebtedness outstanding on such loan, and the amount outstanding as
of February 21, 1995, was $225,000. Mr. McMahen's loan bears interest at the
rate of Compass Bank Prime, is payable quarterly to mature on January 5, 1998,
and is secured by 20,000 shares of the Corporation's common stock. During 1994,
the largest amount outstanding on such loan, and the amount outstanding as of
February 21, 1995 was $209,485.
20
<PAGE>
During 1994, the law firm of Balch & Bingham, of which "Skip" Brock, a
director of the Corporation, was a member, rendered various legal services to
the Corporation and its subsidiaries. The total fees paid and expenses
reimbursed to the firm by the Corporation, its subsidiaries, and its customers
during 1994 were $3,510,800. Mr. Brock withdrew from Balch & Bingham effective
January 27, 1995.
PROPOSAL TWO
ELECTION OF AUDITORS
The Board of Directors has, on the advice of its Audit Committee, reappointed
KPMG Peat Marwick LLP ("Peat Marwick") as the independent auditors of the
Corporation for the year ending December 31, 1995. Although not required to do
so, the Board of Directors has traditionally submitted the appointment of
independent auditors for approval at the annual meeting of shareholders. Peat
Marwick has acted as auditor of the Corporation and its subsidiaries since
1971. A representative of Peat Marwick will be present at the annual meeting,
with an opportunity to make a statement if he or she so desires and to respond
to appropriate questions.
During the year ended December 31, 1994, Peat Marwick provided various audit
and non-audit services to the Corporation and its subsidiaries. In connection
with its service as the Corporation's auditors, Peat Marwick examined the
consolidated financial statements of the Corporation and its subsidiaries,
reviewed certain filings with the Securities and Exchange Commission and
provided consultation and assistance on accounting, tax and related matters as
required.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF
KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS.
SHAREHOLDER PROPOSALS
The Board of Directors is not responsible for the content or accuracy of the
following shareholder proposals, or their supporting statements, all of which
are set forth below in exactly the form received by the Corporation.
The Corporation has been advised by certain shareholders, whose names and
addresses are furnished below, that they will cause the following resolutions
to be introduced at the annual meeting of shareholders.
21
<PAGE>
PROPOSAL THREE
SHAREHOLDER PROPOSAL NO. 1
Mr. Harry B. Brock, Jr., P. O. Box 11643, Birmingham, Alabama 35202-1643, a
director of the Corporation and a shareholder holding 789,829 shares of the
Corporation's common stock as of December 31, 1994, has submitted the following
proposal and supporting statement for adoption by the shareholders:
"Resolved that the Bylaws of Compass Bancshares, Inc. be amended by
adding to Article II the following:
Section 12 Notification To Stockholders of Acquisition or Merger
Proposals:
Within ten (10) days from the Corporation's receipt of a Proposal for
the purchase of the assets or stock of the Corporation or for the
merger of the Corporation, the Corporation shall mail to each
stockholder the details of such Proposal if it meets the following
criteria:
(a) If the Proposal is for cash and is not less than 1.25 times
the book value of the Common Stock of Compass, as the date of its
last audited financial statement; or
(b) If the Proposal is for stock of the Offeror and each of the
following requirements is met:
(1) The average return on the Offeror's equity shall have been
at least twelve percent (12%) in each of the three preceding
fiscal years;
(2) The Offeror's net earnings shall have increased at least
ten percent (10%) in each of the three preceding fiscal years;
(3) The shareholders' equity of the Offeror shall be at least
twice that of Compass;
(4) The aggregate book value of the shares to be issued by the
Offeror shall not be less than the aggregate book value of the
shares of Compass to be exchanged;
(5) The indicated dividends payable by the Offeror on
securities to be issued to shareholders of Compass shall not be
less than dividends paid by Compass; and
(6) The aggregate market value of the securities to be issued
by the Offeror shall not be less than the aggregate market value
of the shares of Compass to be exchanged."
SUPPORTING STATEMENT OF MR. BROCK
"Recently, a proposal was received from one of the largest and most respected
bank holding companies in the United States which would have given our
shareholders a 32 percent increase in the market price of their shares and a 40
percent increase in their dividend income. Unfortunately, this proposal was
rejected out of hand by a majority of the Corporation's directors without any
notice to the stockholders.
22
<PAGE>
If you agree that you are entitled to be notified when the Corporation
receives a serious proposal for the purchase of your shares or for the merger
of the Corporation into another corporation, vote "FOR" this Proposal."
STATEMENT OF THE BOARD OF DIRECTORS CONCERNING SHAREHOLDER PROPOSAL NO. 1
The Board of Directors has not taken a position regarding the adoption of the
proposed resolution by the shareholders.
The Board intends to carry out its fiduciary duties in the best interests of
the Corporation and its shareholders and, whether or not the proposal is
adopted, will continue to do so with respect to any offers to acquire the
Corporation.
VOTE REQUIRED
This proposal, because it seeks to amend the Corporation's Bylaws, requires
(i) the affirmative vote of the holders of not less than 80% of all of the
outstanding shares entitled to vote in the election of directors, and (ii) the
affirmative vote of the holders of a majority of the outstanding shares
entitled to vote in the election of directors that are not beneficially owned
or controlled, directly or indirectly, by any person or entity which is the
beneficial owner of 5% or more of the shares entitled to vote or any person or
entity which is an affiliate of the Corporation and at any time within the past
five years was the beneficial owner of 5% or more of the outstanding voting
shares of the Corporation.
PROPOSAL FOUR
SHAREHOLDER PROPOSAL NO. 2
"Red" Leach, Post Office Drawer 889, Gadsden, Alabama 35902, a director of
the Corporation and a shareholder holding 180,956 shares of the Corporation's
common stock as of December 31, 1994, has submitted the following proposal and
supporting statement for adoption by the shareholders:
"Resolved that Article V of the Bylaws of Compass Bancshares, Inc. is
hereby amended to add the following:
Section 18 Any other provision in these Bylaws to the contrary
notwithstanding, with regard to any principal officer of the
Corporation the prior approval of the holders of a majority of the
shares of stock of the Corporation entitled to notice of and to vote at
annual meetings of the stockholders of the Corporation shall be
required to place in effect any of the following:
(a) Any employment contract in excess of one year;
(b) Any "golden parachute" contact (sic) providing for severance
pay or continued compensation in excess of one year's salary;
23
<PAGE>
(c) Any non-qualified stock option agreement;
(d) Any non-qualified supplemental retirement plan;
(e) Any plan or agreement providing for post-retirement benefits
or post-employment compensation greater than the amount that would
be payable under plans and agreements in effect as of the date of
the adoption of this Section 18."
SUPPORTING STATEMENT OF MR. LEACH
"The proposed amendment to the Bylaws of the Corporation provides that any
"golden parachutes," long-term employment contracts, or increases in pensions
or in any other post-employment compensation payable to principal officers of
the Corporation must be approved by majority vote of the stockholders. The
proposed amendment would not reduce or affect the benefits payable under
existing pension plans.
If you agree that "golden parachutes," non-qualified supplemental retirement
plans, long-term employment contacts (sic), and increases in pensions or post-
employment compensation payable to the principal officers of the Corporation
should be subject to the prior approval of the stockholders of the Corporation,
vote "FOR" this proposal."
STATEMENT OF THE BOARD OF DIRECTORS CONCERNING SHAREHOLDER PROPOSAL NO. 2
The Board of Directors has not taken a position regarding the adoption of the
proposed resolution by the shareholders.
The Board has from time to time adopted executive compensation arrangements
and incentives in order to attract and retain highly qualified individuals.
Whether or not the proposed resolution is adopted, the Board will continue to
take appropriate action to ensure the availability of competent management
employees.
VOTE REQUIRED
This proposal, because it seeks to amend the Corporation's Bylaws, requires
(i) the affirmative vote of the holders of not less than 80% of all of the
outstanding shares entitled to vote in the election of directors, and (ii) the
affirmative vote of the holders of a majority of the outstanding shares
entitled to vote in the election of directors that are not beneficially owned
or controlled, directly or indirectly, by any person or entity which is the
beneficial owner of 5% or more of the shares entitled to vote or any person or
entity which is an affiliate of the Corporation and at any time within the past
five years was the beneficial owner of 5% or more of the outstanding voting
shares of the Corporation.
24
<PAGE>
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Any proposal which a shareholder of the Corporation intends to be presented
at the annual meeting of shareholders to be held in 1996 must be received by
the Corporation on or before November 1, 1995. Only proper proposals which are
timely received will be included in the proxy statement and form of proxy.
OTHER MATTERS
Management does not know of any matters to be brought before the meeting
other than as described in this Proxy Statement. Should other matters properly
come before the meeting, the persons designated as proxies will vote in
accordance with their best judgment on such matters.
EXPENSES OF SOLICITATION
The cost of soliciting proxies in the accompanying form will be borne by the
Corporation. In addition to the use of the mails, proxies may be solicited by
directors, officers or other employees of the Corporation or its subsidiaries
personally, by telephone or by facsimile or other electronic means, for which
no additional compensation will be paid to those persons engaged in such
solicitation. The Corporation will reimburse brokers, custodians or other
persons holding stock in their names or in the names of nominees for their
expenses in forwarding proxy materials to principals and obtaining their
instructions. The Company has retained Morrow & Co., New York, New York, at an
approximate total cost of $150,000, plus out-of-pocket expenses, to assist in
the solicitation of proxies by mail, personally or by telephone or other means
of communication. It is anticipated that approximately 40 persons will be used
by Morrow & Co. in its solicitation efforts. Total expenditures for the
solicitation of proxies (including fees for attorneys, financial advisors,
solicitors, accountants, public relations, consultants, costs of transportation
and other costs incidental to the solicitation) are estimated to be $500,000,
and total cash expenditures to date have been approximately $25,000.
Jerry W. Powell
General Counsel and Secretary
25
<PAGE>
APPENDIX A
TRANSACTIONS IN THE SECURITIES
OF THE COMPANY WITHIN THE PAST TWO YEARS
The following table sets forth information with respect to all purchases(1)
and sales of shares of Common Stock of the Corporation by the directors,
nominees and executive officers of the Corporation during the past two years.
HARRY B. BROCK, JR.
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
(17,246)(2) 12/16/93
(76,025)(2) 12/15/94
</TABLE>
- - --------------------------------------------------------------------------------
STANLEY M. BROCK
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
18.7337 1/5/93
65.2174 1/26/93
54.5608 2/25/93
138.7629 3/24/93
22.3513 4/5/93
131.9869 5/19/93
4.0404 6/23/93
24.5568 7/2/93
127.0060 7/22/93
20.3286 8/23/93
144.3750 9/22/93
27.2288 10/1/93
4.1667 10/26/93
122.5287 11/24/93
*690.0000(3) 1/13/93
909.0000(3) 12/16/93
46.2414 12/21/93
32.2805 1/4/94
147.9121 1/24/94
11.0370 2/22/94
143.1915 3/23/94
38.9285 4/4/94
3.7736 4/22/94
137.2277 5/19/94
</TABLE>
A-1
<PAGE>
STANLEY M. BROCK (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
48.6050 6/23/94
38.9809 7/1/94
140.5577 7/22/94
160.6203 9/27/94
44.0893 10/4/94
5.3523 10/21/94
218.0177 11/23/94
914.0000(3) 12/15/94
9.5333 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
CHARLES W. DANIEL
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
29.516 1/4/93
6.4006 1/5/93
17.642 1/8/93
65.2174 1/26/93
(4,000.0000)(2) 3/19/93
142.8866 3/24/93
8.8269 4/5/93
91.474 4/5/93
4.1667 4/23/93
127.6806 5/19/93
10.9608 7/2/93
92.163 7/2/93
68.9342 7/22/93
24.4616 8/23/93
127.7083 9/22/93
12.3579 10/1/93
97.693 10/1/93
4.1667 10/26/93
37.9310 11/24/93
75.7127 12/21/93
15.0545 1/4/94
107.4170 1/4/94
134.7253 1/24/94
81.5149 2/22/94
134.6809 3/23/94
</TABLE>
A-2
<PAGE>
CHARLES W. DANIEL (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
20.0877 4/4/94
122.8500 4/4/94
125.3465 5/19/94
55.5873 6/23/94
120.5577 7/22/94
3.0144 7/1/94
114.8840 7/1/94
134.0963 9/27/94
4.9820 10/4/94
124.5140 10/4/94
152.1333 11/23/94
13.9778 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
WILLIAM E. DAVENPORT
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- -------
<S> <C>
22.2692 6/23/94
48.2500 7/22/94
</TABLE>
- - --------------------------------------------------------------------------------
GARRY N. DRUMMOND
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
5.9413 1/5/93
52.1739 1/26/93
138.7629 3/24/93
8.9038 4/5/93
31.2204 5/19/93
10.2499 7/2/93
161.7744 7/22/93
238.9706 8/23/93
140.2083 9/22/93
14.0375 10/1/93
33.3333 11/24/93
131.0700 12/21/93
16.9336 1/4/94
147.9121 1/24/94
36.8191 2/22/94
143.1915 3/23/94
</TABLE>
A-3
<PAGE>
GARRY N. DRUMMOND (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
22.4689 4/4/94
133.2673 5/19/94
27.0769 6/23/94
23.5184 7/1/94
140.5577 7/22/94
(111.8503) 9/27/94
27.1213 10/4/94
61.1049 10/21/94
166.2648 11/23/94
9.5333 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
MARSHALL B. DURBIN, JR.
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
60.8696 1/26/93
138.7629 3/24/93
127.6806 5/19/93
8.0808 6/23/93
28.2927 7/22/93
123.5417 9/22/93
33.3333 11/24/93
56.8182 12/21/93
130.3297 1/24/94
7.3889 2/22/94
61.7021 3/23/94
117.4257 5/19/94
8.8269 6/23/94
120.5577 7/22/94
134.0963 9/27/94
142.6069 11/23/94
9.5333 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
TRANUM FITZPATRICK
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- -------
<S> <C>
12.9903 1/5/93
38.4747 1/8/93
85.6522 1/26/93
</TABLE>
A-4
<PAGE>
TRANUM FITZPATRICK (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
154.0206 3/24/93
16.3644 4/5/93
11.25 4/23/93
169.4514 5/19/93
19.0063 7/2/93
148.4539 7/22/93
175.2083 9/22/93
21.3217 10/1/93
11.25 10/26/93
144.1379 11/24/93
81.9995 12/21/93
2.9814 1/4/94
168.5714 1/24/94
11.4894 2/22/94
163.1915 3/23/94
5.9949 4/4/94
151.8812 5/19/94
37.2692 6/23/94
8.4623 7/1/94
150.5577 7/22/94
10.8000 8/24/94
167.4652 9/27/94
11.1052 10/4/94
11.6129 10/21/94
244.4782 11/23/94
21.5333 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
GEORGE W. HANSBERRY
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
4.9290 1/5/93
29.3407 1/5/93
35.1040 1/5/93
5.2300 1/5/93
25.4314 1/8/93
24.7826 1/26/93
51.5213 2/25/93
23.5052 3/24/93
</TABLE>
A-5
<PAGE>
GEORGE W. HANSBERRY (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
34.1137 4/5/93
39.6700 4/5/93
5.5820 4/5/93
5.9220 4/5/93
23.7500 4/23/93
24.5457 5/19/93
12.1212 6/23/93
34.9109 7/2/93
39.9690 7/2/93
5.6240 7/2/93
5.9670 7/2/93
223.5863 7/22/93
39.4914 8/23/93
(1000.0000)(/2/) 9/15/93
23.7500 9/22/93
39.1842 10/1/93
42.3670 10/1/93
5.9610 10/1/93
6.3250 10/1/93
23.7500 10/20/93
26.2069 11/24/93
70.7795 12/21/93
35.0850 1/4/94
46.5840 1/4/94
10.8730 1/4/94
6.9550 1/4/94
25.0549 1/24/94
47.1413 2/22/94
24.2553 3/23/94
41.5255 4/4/94
53.2700 4/4/94
12.4500 4/4/94
7.9720 4/4/94
21.5094 4/22/94
22.5743 5/19/94
57.3415 6/23/94
39.4526 7/4/94
49.8170 7/4/94
11.6430 7/4/94
</TABLE>
A-6
<PAGE>
GEORGE W. HANSBERRY (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
7.4550 7/4/94
21.9231 7/22/94
53.9920 10/4/94
12.6190 10/4/94
8.7610 10/4/94
</TABLE>
- - --------------------------------------------------------------------------------
GARRETT R. HEGEL
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
2.6420 1/5/93
3.7780 1/8/93
4.0243 1/26/93
3.7024 2/10/93
3.8973 2/25/93
3.7780 3/5/93
3.8169 3/24/93
3.2059 4/5/93
3.6657 4/8/93
3.8567 4/23/93
3.8567 5/7/93
3.9859 5/19/93
3.9387 6/7/93
3.7398 6/23/93
3.4044 7/2/93
3.5946 7/8/93
3.6121 7/22/93
3.7398 8/9/93
3.6298 8/23/93
3.7267 9/10/93
3.8567 9/22/93
3.7533 10/1/93
3.7024 10/7/93
3.8567 10/26/93
3.7755 11/12/93
4.2556 11/24/93
4.1600 12/6/93
2,650.0000 12/16/93
4.2073 12/21/93
</TABLE>
A-7
<PAGE>
GARRETT R. HEGEL (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
4.3632 1/4/94
4.1138 1/7/94
4.2316 1/24/94
4.4262 2/8/94
4.0966 2/22/94
4.1406 3/7/94
4.0966 3/23/94
5.2566 4/4/94
4.0113 4/6/94
3.6328 4/22/94
3.7386 5/6/94
3.8127 5/19/94
3.5989 6/3/94
3.7027 6/23/94
5.1232 7/1/94
3.8508 7/8/94
3.7027 7/22/94
3.7386 8/8/94
3.8508 8/24/94
3.7753 9/1/94
4.1185 9/27/94
5.7727 10/4/94
4.0535 10/7/94
4.1406 10/21/94
4.1406 11/8/94
4.3799 11/23/94
4.3267 12/8/94
4.2787 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
D. PAUL JONES, JR.
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
85.1208 1/8/93
90.6722 1/26/93
87.8088 2/25/93
83.4184 2/25/93
105.5494 3/5/93
91.1555 3/24/93
87.5453 4/8/93
92.1050 4/23/93
92.1050 5/7/93
</TABLE>
A-8
<PAGE>
D. PAUL JONES, JR. (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
95.1908 5/19/93
94.0647 6/7/93
89.3139 6/23/93
85.8454 7/8/93
86.2642 7/22/93
89.3139 8/9/93
86.6871 8/23/93
89.0011 9/10/93
92.1050 9/22/93
88.4208 10/7/93
92.1050 10/26/93
90.1664 11/12/93
101.6331 11/24/93
99.3492 12/6/93
100.4782 12/21/93
(3,814.0000)(2) 12/31/93
98.2453 1/7/94
97.1657 1/24/94
101.6331 2/8/94
(2,607.0000)(2) 2/15/94
94.0647 2/22/94
134.1265 3/7/94
94.0647 3/23/94
92.1050 4/6/94
109.1117 4/22/94
94.6602 5/6/94
96.5347 5/19/94
91.1215 6/3/94
93.7500 6/23/94
97.5000 7/8/94
93.7500 7/22/94
94.6602 8/8/94
97.5000 8/24/94
95.5882 9/1/94
104.2781 9/27/94
102.6316 10/7/94
104.8387 10/21/94
104.8387 11/8/94
110.8963 11/23/94
</TABLE>
A-9
<PAGE>
D. PAUL JONES, JR. (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
109.5506 12/8/94
(908.0000)(2) 12/19/94
108.3333 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
"RED" LEACH
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
(1,707.0000)(2) 12/30/93
37.2692 6/23/94
42.8654 7/22/94
64.7914 9/27/94
68.9035 11/23/94
9.5333 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
CHARLES E. MCMAHEN
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
12.0696 1/5/93
62.6812 1/8/93
66.7691 1/26/93
61.4276 2/10/93
64.6606 2/25/93
62.6812 3/5/93
63.3274 3/24/93
17.0915 4/5/93
60.8194 4/8/93
63.9871 4/23/93
89.5754 5/7/93
69.4337 5/19/93
68.6123 6/7/93
65.1471 6/23/93
20.3485 7/2/93
62.6171 7/8/93
62.9225 7/22/93
65.1471 8/9/93
63.2310 8/23/93
64.9189 9/10/93
67.1829 9/22/93
</TABLE>
A-10
<PAGE>
CHARLES E. MCMAHEN (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
4.3038 10/1/93
64.4956 10/7/93
67.1829 10/26/93
65.7689 11/12/93
74.1329 11/24/93
73.2905 12/6/93
72.4670 12/21/93
8.8441 1/4/94
71.6618 1/7/94
70.8743 1/24/94
74.1329 2/8/94
68.6123 2/22/94
80.3703 3/7/94
71.3340 3/23/94
14.4277 4/4/94
69.8479 4/6/94
63.2585 4/22/94
65.1010 5/6/94
66.3901 5/19/94
62.6673 6/3/94
64.4750 6/23/94
8.0414 7/1/94
67.0540 7/8/94
64.4750 7/22/94
65.101 8/8/94
67.054 8/24/94
65.7392 9/1/94
71.7155 9/27/94
12.5498 10/4/94
70.5832 10/7/94
72.1011 10/21/94
72.1011 11/8/94
76.2671 11/23/94
73.3416 12/8/94
74.5044 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
A-11
<PAGE>
GOODWIN L. MYRICK
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
69.8777 1/5/93
2.4196 1/8/93
69.5652 1/26/93
3.8295 2/25/93
138.7629 3/24/93
80.1085 4/5/93
144.9057 5/19/93
82.8459 7/2/93
129.9750 7/22/93
3.3451 8/23/93
140.2083 9/22/93
88.8721 10/1/93
117.9310 11/24/93
23.0600 12/21/93
99.9482 1/4/94
54.9451 1/24/94
91.3128 2/22/94
143.1915 3/23/94
115.9251 4/4/94
10.1887 4/22/94
117.4257 5/19/94
28.0385 6/23/94
110.8642 7/1/94
140.5577 7/22/94
10.8000 8/24/94
(3,000.0000) 9/21/94
156.3422 9/27/94
121.9022 10/4/94
130.7987 10/21/94
347.0209 11/23/94
</TABLE>
- - --------------------------------------------------------------------------------
JERRY W. POWELL
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
19.9175 1/5/93
10.4188 1/8/93
13.1883 1/26/93
12.1332 2/10/93
</TABLE>
A-12
<PAGE>
JERRY W. POWELL (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
12.7718 2/25/93
12.3808 3/5/93
12.5085 3/24/93
23.1469 4/5/93
12.0131 4/8/93
12.6388 4/23/93
12.6388 5/7/93
13.0622 5/19/93
12.9077 6/7/93
12.2558 6/23/93
1.3450 7/2/93
11.7798 7/8/93
11.8373 7/22/93
12.2558 8/9/93
11.8953 8/23/93
12.2128 9/10/93
12.6388 9/22/93
1.8767 10/1/93
12.1332 10/7/93
12.6388 10/26/93
12.3727 11/12/93
13.9462 11/24/93
13.6328 12/6/93
13.7877 12/21/93
2.8314 1/4/94
13.4813 1/7/94
13.3332 1/24/94
13.9462 2/8/94
12.9077 2/22/94
14.3514 3/7/94
22.1277 3/23/94
4.0596 4/4/94
21.6667 4/6/94
19.6226 4/22/94
20.1942 5/6/94
20.5941 5/19/94
19.4393 6/3/94
20.0000 6/23/94
4.9170 7/1/94
</TABLE>
A-13
<PAGE>
JERRY W. POWELL (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
20.8000 7/8/94
20.0000 7/22/94
20.1942 8/8/94
20.8000 8/24/94
20.3922 9/1/94
22.2460 9/27/94
6.5185 10/4/94
21.8947 10/7/94
22.3656 10/21/94
22.3656 11/8/94
23.6579 11/23/94
23.3708 12/8/94
23.1111 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
JOHN S. STEIN
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
70.4799 1/5/93
21.0947 1/8/93
86.9565 1/26/93
159.3814 3/24/93
81.5949 4/5/93
16.6667 4/23/93
162.1307 5/19/93
20.2020 6/23/93
84.7537 7/2/93
140.4878 7/22/93
21.6667 9/10/93
169.375 9/22/93
91.2825 10/1/93
20.8333 10/26/93
154.7126 11/24/93
35.5900 12/21/93
103.3482 1/4/94
178.6813 1/24/94
34.1030 2/22/94
151.7021 3/23/94
120.5851 4/4/94
</TABLE>
A-14
<PAGE>
JOHN S. STEIN (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
15.0943 4/22/94
164.9505 5/19/94
74.9615 6/23/94
115.7746 7/1/94
160.9423 7/22/94
16.0000 8/24/94
127.9302 10/4/94
17.2043 10/21/94
241.1174 11/23/94
31.7556 12/23/94
</TABLE>
- - --------------------------------------------------------------------------------
BYRD WILLIAMS
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
274.3237 1/5/93
10.133 1/5/93
42.5375 1/8/93
45.3117 1/26/93
41.6868 2/10/93
43.8808 2/25/93
38.6906 3/5/93
3.8469 3/5/93
39.0895 3/24/93
3.8866 3/24/93
302.875 4/5/93
9.4178 4/5/93
37.5414 4/8/93
3.7327 4/8/93
39.4967 4/23/93
3.9271 4/23/93
39.4967 5/7/93
3.9271 5/7/93
40.8199 5/19/93
4.0587 5/19/93
40.3370 6/7/93
4.0106 6/7/93
38.2998 6/23/93
3.8081 6/23/93
</TABLE>
A-15
<PAGE>
BYRD WILLIAMS (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
306.9364 7/2/93
9.6661 7/2/93
36.8124 7/8/93
3.6602 7/8/93
47.1383 7/22/93
3.6780 7/22/93
40.9261 8/9/93
3.8081 8/9/93
39.7224 8/23/93
3.6961 8/23/93
40.7827 9/10/93
3.7947 9/10/93
42.2050 9/22/93
3.9271 9/22/93
326.9594 10/1/93
10.3938 10/1/93
40.5168 10/7/93
3.7700 10/7/93
42.2050 10/26/93
41.3167 11/12/93
46.5710 11/24/93
45.5245 12/6/93
46.0418 12/21/93
362.0907 1/4/94
11.5273 1/4/94
45.0187 1/7/94
44.5240 1/24/94
46.5710 2/8/94
43.1030 2/22/94
78.9785 3/7/94
51.8617 3/23/94
416.9299 4/4/94
13.1987 4/4/94
50.7813 4/6/94
45.9906 4/22/94
47.3301 5/6/94
48.2673 5/19/94
45.5607 6/3/94
46.8750 6/23/94
</TABLE>
A-16
<PAGE>
BYRD WILLIAMS (continued)
<TABLE>
<CAPTION>
NUMBER OF SHARES PURCHASED (SOLD) DATE
--------------------------------- --------
<S> <C>
392.5286 7/1/94
12.3433 7/1/94
48.7500 7/8/94
46.8750 7/29/94
47.3301 8/8/94
48.7500 8/24/94
47.7941 9/1/94
52.1390 9/27/94
428.2145 10/4/94
13.3778 10/4/94
51.3158 10/7/94
52.4194 10/21/94
52.4194 11/8/94
55.4481 11/23/94
54.7753 12/8/94
54.1667 12/23/94
</TABLE>
- - --------
(1) Purchases of shares of the Corporation's Common Stock include open market
purchases, open market purchases made on behalf of the named individual
pursuant to the Corporation's Directors Compensation and Business
Development Plan, the Corporation's Monthly Investment Plan and the
Corporation's Dividend Reinvestment and Common Stock Purchase Plan.
(2) Transactions involving disposition of shares by gift.
(3) Transactions involving acquisition of shares by gift.
A-17
