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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
March 21, 1996
(Date of earliest event reported)
COMPASS BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-6032 63-0593897
(Commission File No.) (IRS Employer Identification No.)
15 South 20th Street
Birmingham, Alabama 35233
(Address of principal (Zip Code)
executive offices)
(205) 933-3000
(Registrant's telephone number including area code)
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Item 6. Resignations of Registrant's Directors.
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In a letter to the Board of Directors of Compass Bancshares, Inc.
("Compass"), dated March 23, 1996, and received on March 21, 1996, Harry B.
Brock, Jr. tendered his resignation as a member of the Board of Directors of
Compass, stating as the reasons therefor his continued belief that Compass
should be merged with a larger financial institution. Reference is made to this
letter, a copy of which is attached as an exhibit hereto, for a complete
statement of Mr. Brock's resignation as a member of the Board of Directors of
Compass and his explanation of the reasons therefor.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
17.1 Letter from Harry B. Brock, Jr. to the Board of Directors
of Compass Bancshares, Inc., dated March 23, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPASS BANCSHARES, INC.
Dated: March 22, 1996 By: /s/ D. Paul Jones, Jr.
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D. Paul Jones, Jr.
Chairman and Chief Executive Officer
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LIST OF EXHIBITS
Exhibit
Number Exhibit
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17.1 Letter from Harry B. Brock, Jr. to the Board of Directors of
Compass Bancshares, Inc., dated March 23, 1996.
2
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[LETTERHEAD OF BROCK INVESTMENT GROUP APPEARS HERE]
EXHIBIT 17.1
March 23, 1996
Board of Directors
Compass Bancshares, Inc.
P.O. Box 10566
Birmingham, Alabama 35296
Gentlemen:
For reasons which already have been thoroughly discussed before the Board of
Directors and the shareholders of Compass Bancshares, Inc., I became convinced
over two years ago that the greatest competitive advantage could be obtained for
our Bank by merging with a larger institution. My conviction was so strong that,
after failing to convince a majority of the Board to seek such a merger, I felt
compelled to do it myself. When a majority of the Board rejected the First Union
proposal, I felt I had to take the issue to the shareholders.
At last year's annual meeting, 42 percent of our shareholders shared my
conviction. I have not changed my mind and, based on the differences between
Compass' current stock price and First Union's, I doubt any of the 42 percent
have changed their minds either. In fact, with the benefit of hindsight, some of
those who supported the management slate might want to change their votes.
There clearly is a disagreement between the Board and me concerning a very basic
and currently important matter - mainly, the policy which Compass should adopt
and follow with respect to its future in the banking industry. For the past
year, I have remained on the Board hoping at least to re-establish a frank
dialogue on the subject of merger with a larger partner. Perhaps such dialogue
exists, but I am not aware of it. Under the circumstances, I can be more
effective as a shareholder advocate if I am freed from the constraints of Board
membership.
Therefore, I hereby tender my resignation as a member of the Board of Directors
of Compass Bancshares, Inc., effective immediately, and I hereby request that
you make a prompt disclosure of this matter as required by the Federal
securities laws. It is your show now, and the world is watching.
Very truly yours,
/s/ Harry B. Brock, Jr.
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Harry B. Brock, Jr.
