SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES ACT OF 1934
For the Period Ended December 31, 1994 Commission File No. 0-6032
COMPASS BANCSHARES, INC. EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the Plan)
COMPASS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 63-0593897
- ------------------------ -----------------------------------
(State of Incorporation) I.R.S. Employer Identification No.)
15 South 20th Street
Birmingham, Alabama 35233
----------------------------------------
(Address of principal executive offices)
(205) 933-3000
-------------------------------
(Registrant's telephone number)
<PAGE>
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL INFORMATION
- ---------------------
Item 1 Audited statements of financial condition as of December 31, 1994
and 1993
Item 2 Audited statements of income and changes in plan equity for the three
years ended December 31, 1994
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Compass Bancshares, Inc.
We have audited the accompanying statements of net assets available for
plan benefits as of December 31, 1994 and 1993 of Compass Bancshares, Inc.
Employee Stock Ownership Plan and the related statements of changes in net
assets available for plan benefits for each of the years in the three-year
period ended December 31, 1994, and the supplemental schedules as of and
for each of the years in the three-year period ended December 31, 1994.
In connection with our audits of the financial statements, we also have
audited financial statement schedules I, II, III and IV. These financial
statements and schedules are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
schedules are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Plan as of December 31, 1994 and 1993, and the changes in net assets
available for benefits for each of the years in the three-year period
ended December 31, 1994, in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information
included in Schedules I, II, III, and IV is presented for purposes of
additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. Such information has
been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG Peat Marwick LLP
May 5, 1995
<PAGE>
<TABLE>
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP
Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
<CAPTION>
Assets 1994 1993
------ ---- ----
<S> <C> <C>
Investments, at fair value (note 4):
Compass Bancshares, Inc.
common stock - (cost of $34,662,895
and $29,425,329 for 1994 and 1993,
respectively) $ 60,010,786 $ 56,671,890
Compass Bank, Inc. common trust funds
(cost of $4,338,692 and $3,561,574
for 1994 and 1993, respectively) 5,219,088 4,413,906
GIC mutual fund - Capital Preservation
Fund 4,434,695 -
Deposit administration contract - 5,155,623
Money market fund (at cost which equals
fair value) 1,582,853 2,388,443
Loans to participants 29,503 68,777
------------- -------------
71,276,925 68,698,639
Dividends and interest income receivable 643,766 520,079
Cash 375,698 85
Employee contributions receivable 111,447 78,405
Employer contributions receivable 2,990,173 660,409
Due from broker 175,491 -
------------- -------------
Total assets $ 75,573,500 $ 69,957,617
============= =============
Liabilities
-----------
Cash overdraft - 8,166
Due to broker 1,471,719 -
------------- -------------
Total liabilities 1,471,719 8,166
------------- -------------
Net assets available for plan benefits $ 74,101,781 $ 69,949,451
============= =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 1994, 1993 and 1992
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Investment income:
Dividends - Compass Bancshares, Inc.
common stock $ 2,425,645 $ 1,947,834 $ 1,561,343
Interest 378,804 352,126 431,141
------------ ------------ ------------
Net investment income 2,804,449 2,299,960 1,992,484
Net realized gain on sale of
investments 149,813 93,608 45,329
Unrealized appreciation
(depreciation) of investments (492,087) (3,800,841) 11,568,485
------------ ------------ ------------
2,462,175 (1,407,273) 13,606,298
------------ ------------ ------------
Contributions:
Employee 2,767,905 2,236,517 1,990,075
Employer 3,984,001 3,864,833 3,276,657
------------ ------------ ------------
6,751,906 6,101,350 5,266,732
------------ ------------ ------------
Distributions paid to participants (5,107,304) (4,229,911) (4,941,248)
Rollovers 45,553 784,819 1,297,520
------------ ------------ ------------
Net increase 4,152,330 1,248,985 15,229,302
Net assets available for plan
benefits:
Beginning of year 69,949,451 68,700,466 53,471,164
------------ ------------ ------------
End of year $74,101,781 $69,949,451 $68,700,466
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
Notes to Financial Statements
December 31, 1994, 1993 and 1992
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) BASIS OF PRESENTATION
The accompanying financial statements of Compass Bancshares, Inc.
Employee Stock Ownership Plan (the Plan) have been prepared on an
accrual basis in accordance with generally accepted accounting
principles.
(B) INVESTMENTS IN SECURITIES
Investments in securities are stated at fair value. The fair value of
corporate securities is based on quotations obtained from national
securities exchanges. Common trust funds and the money market portfolio
are valued at current unit value. Deposit administration contracts are
valued at contract value. Purchases and sales of securities are
recorded on a trade-date basis.
(C) PLAN EXPENSES
The trust department of Compass Bank (the Trustee) is trustee for the
Plan. Compass Bank is a wholly-owned banking subsidiary of Compass
Bancshares, Inc. (the Company or Employer). Administration fees paid to
the Trustee are reimbursed to the Plan by the Company. Trustee
administration fees were $304,534, $289,575, and $263,073 for the years
ended December 31, 1994, 1993 and 1992, respectively.
(D) FEDERAL INCOME TAXES
A determination letter has been submitted to the Internal Revenue
Service to determine whether the Plan qualifies under Section 401 of the
Internal Revenue Code and that the Plan is exempt from federal income
tax. The Plan administrators believe that the Plan qualifies under
Section 401. Amounts contributed by the employer and Plan earnings and
appreciation in the value of investments will not be taxed to the
employee until a distribution is received from the Plan except for
appreciation in the value of Compass Bancshares, Inc. common stock which
will not be taxed until the participant disposes of that stock.
(2) ORGANIZATION
The Plan was adopted on November 19, 1976, effective January 1, 1976. The
Plan was amended, effective April 1, 1986, to include a salary reduction
feature which permits employees who participate (Participants) in the Plan
to defer and save part of their compensation, as provided for under Section
401(k) of the Internal Revenue Code. The Plan is subject to the applicable
provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA).
(3) DESCRIPTION OF PLAN
(A) PARTICIPANT CONTRIBUTIONS
Employees automatically become Participants on the first day of January
or July following completion of one year of service. Participants may
elect to have up to 10 percent of their compensation deferred and
contributed to the Plan. There are 3,605 participants as of December
31, 1994.
Participants may allocate their contributions, in multiples of 1
percent, to the following funds:
(i) Fund A - Employee/Employer Company Stock Fund: Invested entirely
in common stock of Compass Bancshares, Inc.;
(ii) Fund B - Employee Growth Equity Fund: Invested primarily in
a diversified portfolio of growth stocks. The assets of Fund B
have been invested in the Compass Bank Employee Benefit Asset
Growth Equity Collective Investment Fund;
(iii) Fund C - Employee Capital Preservation Fund: Invested in
the Capital Preservation Fund, a mutual fund that invests solely
in guaranteed investment contracts with insurance companies;
(iv) Fund D - Compass Bank Employee Starburst Money Market Fund:
Invested primarily in P-1 rated commercial paper and other money
market instruments maturing in one year or less;
(v) Fund E - Employee Value Equity Fund: Invested primarily in a
diversified portfolio of defensive-oriented stocks stressing
value and low price-to-earnings ratios. The collective fund may
also invest in a significant amount of short-term cash
equivalents. The assets of Fund E have been invested in the
Compass Bank Employee Benefit Value Collective Investment Fund;
(vi) Fund F - Employee Contrarian Equity Fund: Invested
primarily in a diversified portfolio of stocks which are
determined to be a good value notwithstanding the fact that the
price of such stocks is currently depressed and that the stocks
are currently out-of-favor with the market. The assets of Fund F
have been invested in the Compass Bank Employee Benefit Basic
Value Collective Investment Fund; and
(vii) Fund G - Employee Short-Term, High Quality Bond Fund:
Invested primarily in a diversified portfolio of corporate and
governmental debt securities, money market funds, asset-backed
securities, including collateralized mortgage obligations, and
other types of securities. The assets of Fund G have been
invested in the Compass Bank Employee Benefit Short-Term, High
Quality Bond Fund. Fund G was originated in 1994.
Funds B, E, F, and G are common trust funds of the trust department of
Compass Bank. Compass Bank is the investment advisor for the Starburst
Money Market Fund (Fund D).
<PAGE>
(3) DESCRIPTION OF PLAN, CONTINUED
(B) EMPLOYER CONTRIBUTIONS
The Employer, in its sole discretion, may make matching contributions in
an amount determined by the board of directors of the Company. These
matching contributions may not exceed the lesser of a Participant's
elective contribution or 2 percent of such Participant's base
compensation. If the Employer's earnings reach a targeted amount, the
Employer may contribute an additional 1 percent matching amount. Such
contributions are allocated to employee amounts based on relative
compensation. For the years ended December 31, 1994, 1993, and 1992,
the employer's earnings reached the targeted amount and the matching
contribution was the lesser of the Participant's elective contribution
or 3 percent of the Participant's base compensation.
(C) VESTING
Participants have a fully-vested and nonforfeitable interest in the
portion of their accounts attributable to their contributions and the
Employer's matching contributions, including earnings thereon. A
Participant acquires a vested interest in accounts attributable to
Employer discretionary contributions based on length of employment, as
follows:
Years of Service Vesting Percentage
---------------- ------------------
Less than 5 0
5 or more 100
(D) FORFEITURES
If a Participant incurs a "break in service," as defined in the Plan,
for any reason other than permanent disability, death or normal
retirement, and is not 100 percent vested in the employer discretionary
contributions, the nonvested portion is forfeited. Forfeited amounts
attributable to employer discretionary contributions are allocated among
eligible Participants in the same manner as employer discretionary
contributions.
(E) WITHDRAWAL PROVISIONS
Participants may request that all or part of their accounts attributable
to elective contributions, adjusted for gain or loss thereon, be paid to
them to meet an immediate and heavy financial hardship for which funds
are not reasonably available to them from other sources. The amount
paid to a Participant in this fashion will be taxable and may not be
repaid to the Plan.
<PAGE>
(3) DESCRIPTION OF PLAN, CONTINUED
(F) PRIORITIES UPON TERMINATION
Upon termination of the Plan, all Participants' funds shall become fully
vested. The trust will continue until the Plan benefits of each
Participant has been distributed.
(G) ROLLOVERS
During 1994, 1993 and 1992, assets were rolled into the Plan from the
plans that were associated with banks acquired by the Company.
(4) INVESTMENTS
The investments of the Plan as of December 31, 1994 and 1993 are summarized
as follows:
<TABLE>
<CAPTION>
December 31, 1994
-----------------------------------------------
Fair
value
per
Number of share Fair
shares/units Cost or unit value
------------ ---- ------- -----
<S> <C> <C> <C> <C>
Common stock -
Compass Bancshares, Inc. 2,727,763 $ 34,662,895 22.00 60,010,786
Compass Bank, Inc. common
trust funds-
Employee Benefit Asset
Growth Fund - Burridge 27,602 1,498,156 61.66 1,701,933
Employee Benefit Value
Equity Fund - Wedge 36,088 1,450,615 48.17 1,738,249
Employee Benefit Contrarian
Equity Fund - Chicago
Asset Management 57,007 1,350,930 30.52 1,739,907
Employee Benefit Short-Term,
High Quality Bond Fund 2,885 38,991 13.52 38,999
--------- ------------ ----------
123,582 4,338,692 5,219,088
GIC mutual fund - Capital
Preservation Fund 443,470 4,434,695 10.00 4,434,695
Compass Bank, Inc. Starburst
Money Market Fund 1,582,853 1,582,853 1.00 1,582,853
Loans to participants 29,503 29,503 1.00 29,503
------------ ----------
$ 45,048,638 71,276,925
============ ==========
</TABLE>
<PAGE>
(4) INVESTMENTS, CONTINUED
<TABLE>
<CAPTION>
December 31, 1993
-----------------------------------------------
Fair
value
per
Number of share Fair
shares/units Cost or unit value
------------ ---- ------- -----
<S> <C> <C> <C> <C>
Common stock -
Compass Bancshares, Inc. 2,575,995 $ 29,425,329 22.00 56,671,890
Compass Bank, Inc. common
trust funds-
Employee Benefit Asset
Growth Fund - Burridge 22,299 1,154,112 62.69 1,397,815
Employee Benefit Value
Equity Fund - Wedge 31,340 1,200,203 47.91 1,501,445
Employee Benefit Contrarian
Equity Fund - Chicago
Asset Management 53,685 1,207,259 28.21 1,514,646
--------- ------------ ----------
107,324 3,561,574 4,413,906
Deposit administration
contract 5,155,623 5,155,623 1.00 5,155,623
Compass Bank, Inc. Starburst
Money Market Fund 2,388,443 2,388,443 1.00 2,388,443
Loans to participants 68,777 68,777 1.00 68,777
------------ ----------
$ 40,599,746 68,698,639
============ ==========
</TABLE>
The net unrealized appreciation (depreciation) of investments included in
plan equity is as follows:
<TABLE>
<CAPTION>
Other Combined
Fund A Fund B Fund E Fund F Fund G ESOP funds funds
------------ -------- -------- ------- ------ ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1991 $ 4,214,490 124,194 87,980 47,296 - 21,248,008 - 25,721,968
Less: Portion included in
distributions to
participants 632,810 (19,531) - - - 1,992,943 (198) 2,606,024
Add: 1992 increase
(decrease) 2,596,911 39,854 56,512 105,907 - 8,770,643 (1,342) 11,568,485
------------ -------- ------- ------- ------ ----------- ------- ----------
Balance at December 31, 1992 6,178,591 183,579 144,492 153,203 - 28,025,708 (1,144) 34,684,429
Less: Portion included in
distributions to
participants 298,522 - - - - 2,487,316 (1,144) 2,784,694
Add: 1993 increase
(decrease) (1,109,644) 60,125 156,750 154,184 - (3,062,256) - (3,800,841)
------------ ------- ------- ------- ------ ----------- ------- -----------
Balance at December 31, 1993 4,770,425 243,704 301,242 307,387 - 22,476,136 - 28,098,894
Less: Portion included in
distributions to
participants 337,582 - - - - 1,040,938 - 1,378,520
Add: 1994 increase
(decrease) (358,969) (39,926) (13,609) 81,590 8 (161,181) - (492,087)
------------ -------- -------- ------- ------ ----------- ------- -----------
Balance at December 31, 1994 $ 4,073,874 203,778 287,633 388,977 8 21,274,017 - 26,228,287
============ ======== ======== ======= ====== =========== ======= ===========
</TABLE>
<PAGE>
(4) INVESTMENTS, CONTINUED
Realized gains for the year ended December 31, 1994, 1993 and 1992 were
comprised of the following:
<TABLE>
<CAPTION>
1994
---------------------------------
Sales Aggregate Realized
proceeds cost gain
--------- --------- ---------
<S> <C> <C> <C>
Common stock - Compass Bancshares, Inc. $ 206,620 154,336 $ 52,284
Compass Bank, Inc. common trust funds 507,693 410,164 97,529
---------
$ 149,813
=========
</TABLE>
<TABLE>
<CAPTION>
1993
---------------------------------
Sales Aggregate Realized
proceeds cost gain
--------- --------- ---------
<S> <C> <C> <C>
Common stock - Compass Bancshares, Inc. $ 224,566 148,137 $ 76,429
Compass Bank, Inc. common trust funds 101,048 83,869 17,179
---------
$ 93,608
=========
</TABLE>
<TABLE>
<CAPTION>
1992
---------------------------------
Sales Aggregate Realized
proceeds cost gain
--------- --------- ---------
<S> <C> <C> <C>
Common stock - Compass Bancshares, Inc. $ 98,316 53,066 $ 45,250
Compass Bank, Inc. common trust funds 6,079 6,000 79
--------- --------- ---------
$ 45,329
=========
</TABLE>
(5) RECONCILEMENT OF AUDITED FINANCIAL STATEMENTS TO FORM 5500
Distributions payable to employees who have withdrawn from participation
in the Plan of $2,680,686 and $1,789,684 as of December 31, 1994 and
1993 have been included in net assets available for plan benefits in the
financial statements. These amounts are reflected as a liability in the
Form 5500.
<PAGE>
<TABLE>
<CAPTION>
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
Allocation of Net Assets Available for Plan Benefits to Investment Programs
December 31, 1994
Fund A -Fund B - Fund C - Fund D - Fund E - Fund F -Fund G -ESOP
Employee/EmployeeEmployeeEmployeeEmployeeEmployeeEmployeeEmployer
EmployerGrowthCapitalStarburstValueContrarianShort-Term,Company
CompanyEquityPreservationMoneyEquityEquity High Quality StockUnallocatedCombined
Assets Stock FundFundFundMarket FundFundFundBond FundFundFundsFunds
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Compass Bancshares, Inc.
common stock $ 16,635,146 - - - - - 43,375,6400 - 60,010,786
Compass Bank, Inc. common trust funds - 1,701,933 - - 1,738,249 1,739,907
38,999 - - 5,219,088
GIC mutual fund - Capital Preservation Fund - - 4,434,695 - - - - -
- - 4,434,695
Money market fund 56,310 - - 1,524,754 - - -
1,196 593 1,582,853
Loans to participants - - - - - - - - 29,503 29,503
16,691,456 1,701,933 4,434,695 1,524,
754 1,738,249 1,739,907 38,999
43,376,836 30,096 71,276,925
Dividends and interest
income receivable 175,133 - 22,775 7,860 - - - 437,998 - 643,766
Cash 37,942 27,683 56,153 193,297 27,862 31,417 - 1 1,343 375,698
Employee contributions receivable 48,831 12,386 20,478 4,740 12,373 12,588 51 - -
111,447
Employer contributions receivable 449,128 - - - - - - 2,541,045 -
2,990,173
Due from broker 175,491 - - - - - - - - 175,491
Total assets 17,577,981 1,742,002 4,534,101 1,730
,651 1,778,484 1,783,912 39,050
46,355,880 31,439 75,573,500
Liabilities
Due to broker - - - - - - - 1,471,719 - 1,471,719
Total liabilities - - - - - - - 1,471,719 - 1,471,719
Net assets available for plan benefits $ 17,577,981 1,742,002 4,534
,101 1,730,651 1,778,484 1,783,912 39,050 44,884,161
31,439 74,101,781
Fund A -Fund B -Fund C -Fund D - Fund E - Fund F - Fund G - ESOP -
Employee/EmployeeEmployeeEmployee Employee Employee EmployeeEmployer
Employer Growth CapitalStarburst Value ContrarianShort-Term,Company
Company EquityPreservationMoney Equity EquityHigh QualityStock Combined
Assets Stock Fund Fund FundMarket Fund Fund Fund Bond Fund Fund Funds
Investments at fair value:
Compass Bancshares, Inc.
common stock $ 14,757,974 - - - - - 41,913,916 -
56,671,890
Compass Bank, Inc. common trust funds - 1,397,815 - - 1,501,445 1,514,646 -
- - 4,413,906
Deposit administration contract - - 5,155,623 - - - - -
5,155,623
Money market fund 13,459 2,921 9,785 2,312,227 - - 5,000 45,051 2,388,443
Loans to participants - - - - - - - 68,777 68,777
14,771,433 1,400,736 5,165,408 2,312,
227 1,501,445 1,514,646 41,918,916 113,828 68,698,639
Dividends and interest
income receivable 127,614 53 23,494 5,988 - - 362,825 105 520,079
Cash 3 - - 1 - - 30 51 85
Employee contributions receivable 32,847 22,713 18,843 4,002 - - - - 78,405
Employer contributions receivable 221,034 - - - - - 439,375 - 660,409
Total assets 15,152,931 1,423,502 5,207,745 2,322
,218 1,501,445 1,514,646 42,721,146 113,984 69,957,617
Liabilities
Cash overdraft 8,166 - - - - - - - 8,166
Total liabilities 8,166 - - - - - - - 8,166
Net assets available for plan benefits $ 15,144,765 1,423,502 5,207
,745 2,322,218 1,501,445 1,514,646 42,72
1,146 113,984 69,949,451
Fund A -Fund B -Fund C -Fund D - Fund E - Fund F - Fund G - ESOP -
Employee/EmployeeEmployeeEmployee Employee Employee EmployeeEmployer
Employer Growth CapitalStarburst Value ContrarianShort-termCompany
Company EquityPreservationMoney Equity EquityHigh-qualityStock UnallocatedCombined
Assets Stock Fund Fund FundMarket Fund Fund Fund Bond Fund Fund Funds Funds
Investment income:
Dividends - Compass Bancshares, Inc.
common stock $ 670,028 - - - - - - 1,755,617 -
2,425,645
Interest 4,488 335 288,491 75,666 5 5 - 4,660 5,154 378,804
Net investment income 674,516 335 288,491 75,666 5 5 - 1,760,277 5,154
2,804,449
Net realized gain on sale of investments 41,849 21,944 - - 19,677 55,908 - 10,435
- - 149,813
Unrealized appreciation (depreciation) of
investments (358,969) (39,926) - - (13,609) 81,590 8 (161,181)
- - (492,087)
357,396 (17,647) 288,491 75,666 6,073 137,503 8 1,609,531 5,154
2,462,175
Contributions:
Employee 1,230,926 466,718 495,474 112,064 230,5
45 231,747 51 - 380 2,767,905
Employer 1,442,956 - - - - - -
2,541,045 - 3,984,001
2,673,882 466,718 495,474 112,064 230,5
45 231,747 51 2,541,045 380 6,751,906
Distributions paid to participants (1,038,454) (443,963) (1,141,693) (382,162) (52,302) (52,288) -
(1,993,830) (2,612) (5,107,304)
Rollovers and transfers 440,392 313,392 (315,916) (397,135) 92,723 (47,696) 38,991 6,269
(85,467) 45,553
Net increase (decrease) 2,433,216 318,500 (673,644) (591,567) 277,039 269,266 39,050
2,163,015 (82,545) 4,152,330
Net assets available for
Plan benefits:
Beginning of year 15,144,765 1,423,502 5,207,745 2,322,218 1,501,445 1,514,646
- - 42,721,146 113,984 69,949,451
End of year $ 17,577,981 1,742,002 4,534,101 1,730,651 1,788,484 1,783,912
39,050 44,884,161 31,439 74,101,781
Fund A -Fund B -Fund C -Fund D - Fund E - Fund F - Fund G - ESOP -
Employee/EmployeeEmployeeEmployee Employee Employee EmployeeEmployer
Employer Growth CapitalStarburst Value ContrarianShort-termCompany
Company EquityPreservationMoney Equity EquityHigh-qualityStock Combined
Assets Stock Fund Fund FundMarket Fund Fund Fund Bond Fund Fund Funds
Investment income:
Dividends - Compass Bancshares, Inc.
common stock $ 484,312 - - - - - 1,463,314 208 1,947,834
Interest 5,634 746 231,751 82,296 - - 2,433 29,266 352,126
Net investment income 489,946 746 231,751 82,296 - - 1,465,747 29,474 2,299,960
Net realized gain on sale of investments 30,472 5,196 - - 5,807 6,176 45,957 -
93,608
Unrealized appreciation (depreciation) of
investments (1,109,644) 60,125 - - 156,7
50 154,184 (3,062,256) - (3,800,841)
(589,226) 66,067 231,751 82,296 162,5
57 160,360 (1,550,552) 29,474 (1,407,273)
Contributions:
Employee 974,886 218,434 489,749 116,293 218,434 218,4
33 - 288 2,236,517
Employer 1,221,153 - - - - - 2,643,680 -
3,864,833
2,196,039 218,434 489,749 116,293 218,4
34 218,433 2,643,680 288 6,101,350
Distributions paid to participants (1,128,913) (83,087) (159,738) (337,866) (83,087) (83,087)
(2,225,982) (128,151) (4,229,911)
Rollovers and transfers 781,536 151,048 1,483,214 (1,311,986) 150,797 150,058 (415,697)
(204,151) 784,819
Net increase (decrease) 1,259,436 352,462 2,044,976 (1,451,263)
448,701 445,764 (1,548,551) (302,540) 1,248,985
Net assets available for
Plan benefits:
Beginning of year 13,885,329 1,071,040 3,162,769 3,773,481 1,052,744 1,068,882
44,269,697 416,524 68,700,466
End of year $ 15,144,765 1,423,502 5,207,745 2,322,218 1,501,445 1,514,646
42,721,146 113,984 69,949,451
Fund A -Fund B -Fund C -Fund D - Fund E - Fund F - Fund G - ESOP -
Employee/EmployeeEmployeeEmployee Employee Employee EmployeeEmployer
Employer Growth CapitalStarburst Value ContrarianShort-termCompany
Company EquityPreservationMoney Equity EquityHigh-qualityStock Combined
Assets Stock Fund Fund FundMarket Fund Fund Fund Bond Fund Fund Funds
Investment income:
Dividends - Compass Bancshares, Inc.
common stock $ 371,138 - - - - - 1,190,205 - 1,561,343
Interest 4,159 629 187,666 186,133 - - 4,913 47,641 431,141
Net investment income 375,297 629 187,666 186,133 - - 1,195,118 47,641 1,992,484
Net realized gain on sale of investments 45,243 79 - - - - 7 -
45,329
Unrealized appreciation (depreciation) of
investments 2,596,911 39,854 - - 56,512 105,907 8,770,643 (1,342)
11,568,485
3,017,451 40,562 187,666 186,133 56,512 105,907 9,965,768 46,299
13,606,298
Contributions:
Employee 802,046 192,818 433,065 127,526 192,818 192,8
17 3,524 45,461 1,990,075
Employer 635,420 - - - - - 2,638,365 2,872 3,276,657
1,437,466 192,818 433,065 127,526 192,8
18 192,817 2,641,889 48,333 5,266,732
Distributions paid to participants (2,548,585) - (96) - - -
(2,298,953) (93,614) (4,941,248)
Rollovers and transfers 1,975,360 196,209 (204,953) (1,415,191) 148,954 181,645 (10) 415,506
1,297,520
Net increase (decrease) 3,881,692 429,589 415,682 (1,10
1,532) 398,284 480,369 10,308,694 416,524 15,22
9,302
Net assets available for
Plan benefits:
Beginning of year 10,003,637 641,451 2,747,087 4,875,013 654,460 588,513
33,961,003 - 53,471,164
End of year $ 13,885,329 1,071,040 3,162,769 3,773,481 1,052,744 1,068,882
44,269,697 416,524 68,700,466
Item 27a - Schedule of Assets Held for Investment Purposes
As of December 31, 1994 and 1993
December 31, 1994
Number of Fair value per Fair
shares/units Costshare or unitvalue
Common stock -
Compass Bancshares, Inc. * 2,727,763 $ 34,662,895 22.00
60,010,786
Compass Bank, Inc. common trust funds- *
Employee Benefit Asset
Growth Fund - Burridge 27,602 1,498,156 61.66
1,701,933
Employee Benefit Value
Equity Fund - Wedge 36,088 1,450,615 48.17 1,738,249
Employee Benefit Contrarian
Equity Fund - Chicago
Asset Management 57,007 1,350,930 30.52 1,739,907
Employee Benefit Short-Term,
High Quality Bond Fund 2,885 38,991 13.52 38,999
123,582 4,338,692 5,219,088
Deposit administration
contract 443,470 4,434,695 10.00 4,434,695
Compass Bank, Inc. Starburst
Money Market Fund * 1,582,853 1,582,853 1.00 1,582,853
Loans to participants 29,503 29,503 1.00 29,503
$ 45,048,638
71,276,925
Schedule IV
COMPASS BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1994
Description of Current value
Identity of asset in numberPurchaseSellingCost ofof asset on Net gain
party involved of shares price price assettransaction date (loss)
Purchase of investments:
Compass Bancshares, Inc.
common stock - Capital
Preservation Fund *297,534 $7,009,431 - 7,009,4317,009,431 -
Commonwealth Life Insurance
Guaranteed Insurance Contract445,286 4,452,860 - 4,452,860 4,452,860 -
Sale of investments:
Commonwealth Life Insurance
Guaranteed Insurance Contract4,395,536 4,395,5364,395,5364,395,536 4,395,536
- -
</TABLE>
<PAGE>
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
COMPASS BANCSHARES, INC. EMPLOYEE STOCK OPTION PLAN
---------------------------------------------------
(Name of Plan)
June 29, 1995 /s/ Garrett R. Hegel
- ------------- ------------------------
DATE GARRETT R. HEGEL
CHIEF FINANCIAL OFFICER
<PAGE>
EXHIBITS
Exhibit (23) - Consents of experts and counsel
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Administrative Committee
Compass Bancshares, Inc. Employee Stock Ownership Plan
We consent to incorporation by reference in the registration statement on Form
S-8 of Compass Bancshares, Inc. Employee Stock Ownership Plan of our report
dated May 5, 1995, relating to the statements of net assets available for plan
benefits of Compass Bancshares, Inc. Employee Stock Ownership Plan as of
December 31, 1994 and 1993, and the related statements of changes in net assets
available for plan benefits and related schedules for each of the years in the
three-year period ended December 31, 1994, which report appears in the
December 31, 1994 Annual Report on Form 11-K of Compass Bancshares, Inc.
Employee Stock Ownership Plan.
/s/ KPMG Peat Marwick LLP
Birmingham, Alabama
June 29, 1995
