SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[_] Definitive Proxy Statement Rule 14a-6(e)(2))
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COMPASS BANCSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
COMPASS BANCSHARES, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $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:
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DIRECTIONS
COMPASS NEWS FOR EMPLOYEES
April 7, 1995 Volume 1, Issue 8
ESOP VOTING DEADLINE EXTENDED
The trustee for the ESOP/401(k) plan and the PAYSOP has extended the
deadline for receipt of voting instructions from plan participants until noon,
Eastern time, on Monday, April 10.
Please remember: voting instruction cards must be received by Corporate
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Election Services, Inc. before the deadline.
Also, if confidentiality is a concern, be assured that the ESOP/401(k) and
PAYSOP plans require that voting be confidential. No one will know how you
vote your ESOP/401(k) or PAYSOP shares.
Additionally, in the March 28 hearing in which the U.S. District Court
refused to postpone the 1995 annual shareholders meeting, Judge Sam C. Pointer,
Jr. reviewed Compass' ESOP/401(k) voting procedures and said, "The provisions
that have been made at this point dealing with stock ownerships under ESOP or
PAYSOP, I think, are adequate for the protection of the employees."
Your instructions are important. Please forward your instructions today
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to ensure receipt by the deadline. You may use Express Mail, Federal Express
or other expedited delivery. If needed, the street address for Corporate
Election Services, Inc. is 100 First Avenue, Suite 400, Pittsburgh, PA 15222
and the telephone number is (412) 566-2400. Do not forward your voting
instructions for your ESOP/401(k) or PAYSOP shares to anyone other than
Corporate Election Services.
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BROCK CIRCULATES VIDEOTAPES WITH SPLICED CLIPS
COMPLETE HEARING TRANSCRIPTS AVAILABLE
Following revelations last week that Harry Brock secretly taped telephone
conversations with employees, shareholders and others, he had another taping
episode.
This time, it is a video he created by splicing together video clips made
at different times to take quotes out of context. The clips were pulled from
the deposition of Compass Chairman and CEO D. PAUL JONES, JR., taken prior to
the March 28 hearing, and a video-taped message Jones delivered to employees in
early February.
The circulation of the video also follows a set-back Brock was delivered
when U.S. District Judge Sam C. Pointer, Jr. ruled on March 28 that the Compass
annual meeting would go on as scheduled on April 11. Brock had filed suit in
federal court to ask the judge, among other things, to delay the meeting.
"It is a sad commentary on Mr. Brock's desperation that he must resort to
yet another dirty trick," said Jones, upon learning of the videotape.
The tape distorts the simple truth that the discussions were instigated by
Brock's suggesting to a Regions director that the Regions Chairman call Jones.
He knows that there was never a deal or serious negotiations, that no promises
were made to Jones, and that the subject was fully discussed at a Compass Board
meeting in which Brock participated and that it is now a closed issue. Brock
knew what was going on long before filing any lawsuit and it is misleading if
he gives the impression that this is new-found knowledge on his part. In fact,
the board merely again did its duty -- gave thoughtful consideration to an
in-market merger to ascertain whether it was in the shareholder's interests,
which it is not.
"It is disturbing that Mr. Brock continues to try to drive a wedge between
the management and employees of our company through these types of tactics,"
Jones said. "This type of activity hurts everyone.
"As we enter the final stretch before the annual meeting, no matter what
the outcome, I want to thank employees for their support throughout this ordeal
and commend everyone on weathering what has been a very public and trying
experience."
The complete depositions of Jones and Brock in written and video-taped
form, the brief submitted by Compass for the hearing and the hearing summary
are available at every regional Human Resources office to all employees who
wish to review these items in their entirety. To keep disruptions to a
minimum, employees are asked to call their regional Human Resources offices to
schedule a time to review the information.
PULL QUOTE:
"As we enter the final stretch before the annual meeting, no matter what
the outcome, I want to thank employees for their support throughout this ordeal
and commend everyone on weathering what has been a very public and trying
experience."
-- D. Paul Jones, Jr.
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TWO INDEPENDENT ADVISORS SIDE WITH COMPASS
The Compass Bank board of directors has received the endorsement of two
prominent independent advisors to large institutional investors in the proxy
fight with director Harry B. Brock, Jr.
Institutional Shareholders Services, Inc. and Investors Fiduciary
Services, Inc. analyze publicly traded companies for institutional clients.
Both have recommended their clients support the board-nominated slate of
directors.
Institutional shareholders, including mutual funds and insurance
companies, control about 20 percent of Compass' stock.
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COMPASS WINS SUPPORT OF DANIEL FOUNDATION
BROCK ADDS A DIRECTOR'S ENDORSEMENT
The Daniel Foundation, Compass Bancshares' largest single shareholder
other than the Employee Stock Ownership Plan, has sided with the Compass
Bancshares board of directors in the proxy contest in casting its 960,048
shares. The foundation, which owns 2.6 percent of total Compass shares, was
established by the late R. Hugh Daniel, a construction magnate and civic leader
who helped found Compass in 1964.
Harry Brock and Compass director Charles W. (Bill) Daniel sit on the seven-
member Daniel Foundation board. Both abstained from voting on the measure.
Daniel, president of Dantract, is slated by Compass' board for reelection in
the current proxy contest.
Meanwhile, Compass director Garry N. Drummond publicly endorsed Brock, a
longtime friend. Chairman and CEO D. PAUL JONES, JR. stated that he respects
Drummond's opinion.
"We should understand that it would be difficult for Garry to go against
Mr. Brock because of their long-standing relationship," Jones said.
Drummond joins two other directors, Skip Brock and Red Leach, in
supporting Brock. Jones and six other directors have publicly opposed Brock's
efforts.
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DEAN WITTER ENDORSES COMPASS MANAGEMENT
Compass received an unsolicited letter from the Managing Director-
Corporate Finance for Dean Witter Reynolds, Inc., the nation's third largest
brokerage firm, supporting the company's current management and their decision
that now is not the time to sell the bank.
According to William C. Bertha, Jr., "Dean Witter believes that current
management has done an excellent job in running the bank; in fact, of all the
banks in the Dean Witter research universe, Compass has the greatest total
annual return of all banks during the 1990 through 1994 period with a total
average return of 25.1%"
In the March 25 letter, which was addressed to Compass Chief Financial
Officer GARY HEGEL, Bertha wrote that while Dean Witter had not conducted due
diligence to render an official opinion, the firm's viewpoint is that the
$30.70 First Union proposal, delivered to the board in October by Harry Brock,
was inadequate.
Bertha's letter further states that, "We firmly believe that the value of
your franchise is worth more than $30.70 a share and will improve steadily due
to the following reasons:
"First, we believe that the interest rate environment has stabilized; we
do not believe the Fed will be increasing rates further in 1995. This type of
outlook has very positive implications for bank stocks in 1995 and 1996 as we
experience a 'soft landing' in the economy. As interest rate fears continue to
abate, we believe that the investor community will rotate back into the banking
sector and drive valuations back to a reasonable level versus the historically
low relative price/equity levels bank stocks endured versus the S&P at the end
of last year. Bank stock valuations have already begun to rebound in response
to this outlook, year-to-date 1995.
"Second, we believe that despite a slow down in the economy that loan
demand -- especially in the markets you service -- will be strong throughout
the year leading to continued profitability in 1995. Our analyst believes
Compass' earnings will grow by 12% in 1995 over your record earnings number for
1994.
"Third, we believe that due to regulatory changes -- in particular the
reduction in FDIC insurance premiums and the demise of Glass-Steagall (which we
think will both be accomplished in 1995) -- the underlying value of commercial
bank franchises will become more valuable and enjoy a market multiple expansion
due to their ability to realize higher absolute levels of profitability as a
result of expanded powers and more diversified earning streams. The change in
the regulatory landscape has very positive long-term implications for the
industry.
"Fourth, the balance sheet integrity of Compass remains strong both from
an asset quality and capital perspective. Your financial integrity allows you
to execute both acquisition strategies and product expansion programs which
should lead to continued levels of strong financial performance. Dean Witter
believes that current management has done an excellent job in running the bank;
in fact, of all the banks in the Dean Witter research universe, COMPASS HAS THE
GREATEST TOTAL ANNUAL RETURN OF ALL BANKS DURING THE 1990 THROUGH 1994 PERIOD
WITH A TOTAL AVERAGE RETURN OF 25.1%. This type of performance is reflected in
your stock price which has had an outstanding appreciation record since Paul
Jones became Chief Executive Officer."
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HOTLINE QUESTION ANSWERED
Q. Will the annual meeting be broadcast via teleconference or videotaped?
A. There are no plans to broadcast or videotape the meeting out of
consideration for those who attend; no one should feel uncomfortable at the
meeting.
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PERSONALIZED BENEFITS STATEMENTS DELIVERED IN HOME MAIL
Each year, eligible employees get a detailed look at the total value of
their benefits in a personalized benefits statement produced by the
Compensation and Benefits Department.
Each statement includes a description of the individual employee's
benefits package, personalized calculations and helpful worksheets and
reminders.
New easy-to-read statements based on participation as of Dec. 31, 1994
have been mailed to full-time employees' home addresses. Please carefully
review the information, and direct any questions to your regional Human
Resources office.
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NOTABLES
PROMOTIONS
Birmingham: CARLA BROWN, securities specialist, Trust; PAM CONSTANCE, cash
management sales representative, Cash Management Sales/Production; WILL
DAVENPORT, commercial lender (II), Small Business Center; ANN DEW, loan
information specialist, Loan Processing/Loan Documentation; ROBERT DOBBS,
commercial lender (II), Small Business Center; AMY DONLY, banking services
representative, Center-point Supermarket; NANCY DUNN, group administrator,
trust sales officer; SHIRLEY HOLT, senior accounting clerk, Accounting;
FRANKLIN JOHNSON, senior programmer/analyst, Systems & Programming; JAMIE
LABELLO, head teller (II), Financial Center; KATHY LINDERMAN, operations
manager, Returns Transit; BILL MAXSON, lead programmer/analyst, Systems &
Programming; MONICA MEZRANO, real estate loan specialist (II), Loan
Processing-Underwriting; JUANITA MIXON, collection/disbursement clerk, Trust
Administration; CASSIE SHERMAN, accounting clerk, Accounting; MARTHA SMITH,
personal investment officer, Retail Investment Sales; ANDREW TIBBS, real estate
loan specialist, Loan Processing-Underwriting; EARTHA TURNER, operations
manager, Data Processing Operations.
Central Region: MICHAEL BENTON, personal investment officer,
Tuscaloosa/Northport; CAROL FERRARO, sales support representative, Calhoun
County/Jacksonville; RENEE GIBSON, banking services representative;
Eufaula/Main; ANDREW HARDIN, vice president, manager, professional development,
Montgomery/Professional Association; MARY STARR, sales support representative,
Montgomery Mall; DELORES WARD, administrative coordinator (II),
Montgomery/Main.
Dallas: PATTI AUSTIN, customer service representative, Frisco; JANIS
EATON, financial sales representative, Mesquite; LISA HORINE, P&R teller,
Furneaux Creek; SHERRY LACKLAND, secretary, Mesquite.
Gulf Region: RENEE DAVIS, commercial loan representative, Mobile/Bel Air.
Houston: BRIAN ANDERSON, vice president, commercial lender (IV),
Northwest; DAVID HAYS, commercial lender, Weslayan; LOURDES LEDESMA, trust
operations support analyst, Administrative Center; VICKI MARTINEZ, secretary,
River Oaks; RITA PALMER, adjustment clerk (II), Administrative Center.
Northern Region: BRITIN BOATRIGHT, commercial loan officer, Decatur/Main;
JUDY NAYLOR, administrative coordinator (II), Decatur/Bank Card.
FEBRUARY 1995 AUDITS
The ASSET BASED LOAN ADMINISTRATION DEPARTMENT received its ninth
consecutive number one audit rating.
The DOCUMENTATION/BOOKKEEPING DEPARTMENT received its third consecutive
number one audit rating.
The BIRMINGHAM/CRESTLINE OFFICE received its second consecutive number one
audit rating.
COMPASS INSURANCE received its second consecutive number one audit rating.
The DALLAS/WOODLANDS OFFICE received its first number one audit rating.
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WHIDDON NAMED WATCH WINNER
CONNIE WHIDDON, relationship banking officer, Baldwin County/Daphne, won
$25 as the March Employee Watch winner.
Other Compass employees participating in March were: KATE APPLIN, CINDY
BAILES, GEORGIA BARNETT, BARBARA CANADY, ERIC DUNCAN, KATHY ESNEAULT, SHERRI
HENSON, DIANE JORDAN, DOT LYNCH, JEANNIE MANN, JANA MELTON, SARAH PITTS, ELLEN
ROWELL, MARY WILLIAMS, and ALAN WOOD.
Each submitted article or reported broadcast must include the time, date,
station or publication name, subject of the report and length of broadcast.
Paid advertisements are not eligible.
Send entries to: ELLEN LADEN, Director of Public Relations/Birmingham/
Corporate Headquarters.
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Directions is produced by the Employee Relations Department for employees of
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Compass Bancshares and its affiliates, headquartered at 15 South 20th Street,
Birmingham, Alabama 35233.
BECKY PINKSTON and PAM COCHRAN, Editors.
