SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 16, 1999
COMPASS BANCSHARES, INC.
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(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-6032 63-0593897
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(Commission File Number) (I.R.S. Employer Identification No.)
15 South 20th Street, Birmingham, Alabama 35233
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(Address of Principal Executive Offices) (Zip Code)
(205) 933-3000
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(Registrant's Telephone Number, Including Area Code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Information required by Item 304(a)(1) of Regulation S-K.
i) KPMG Peat Marwick LLP was dismissed as the Registrant's
independent accountants effective as of the close of business
on August 16, 1999.
ii) The reports of KPMG Peat Marwick LLP on the consolidated
financial statements of the registrant at December 31, 1997
and December 31, 1998, and for the three years ended December
31, 1998, contain no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
iii) The decision to change accountants was recommended by the
Audit Committee of the Registrant's Board of Directors, and
approved by the Board of Directors of the Registrant.
iv) In connection with its audits for the two most recent fiscal
years and through the date of dismissal there have been no
disagreements with KPMG Peat Marwick LLP on any matter of
accounting principle or practice, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of KPMG Peat
Marwick LLP would have caused KPMG Peat Marwick LLP to make
reference thereto in their report on the financial statements
for such years.
v) During the two most recent fiscal years and through the date
of dismissal there have been no reportable events (as defined
in Regulation S-K Item 304(a)(1)(v)).
(b) Information required by Item 304(a)(2) of Regulation S-K.
The Registrant engaged Arthur Andersen LLP as its new independent
accountants as of August 16, 1999. During the most recent two fiscal
years and through the date of engagement, the Registrant has not
consulted with Arthur Andersen LLP on items regarding either:
(1) the application of accounting principles to a specified
transaction, either completed or proposed; the type of audit opinion
that might be rendered on the Registrant's financial statements, or
(2) the subject matter of a disagreement or reportable event with the
Registrant's former auditor (as defined in Regulation S-K
Item 304(a)(2)).
The Registrant has provided a copy of this disclosure to KPMG Peat Marwick LLP
and has requested that KPMG Peat Marwick LLP provide it with a letter addressed
to the SEC stating whether or not it agrees with the statements as set forth
above. A copy of that letter, dated August 20, 1999, is filed as Exhibit 16 to
this Form 8-K.
EXHIBITS
16. Letter from KPMG Peat Marwick LLP to the Securities and Exchange
Commission dated August 20, 1999.
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SIGNATURES
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.
Dated: August 23, 1999 COMPASS BANCSHARES, INC.
By: /s/ Garrett R. Hegel
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Garrett R. Hegel
Chief Financial Officer
August 20, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Compass Bancshares, Inc. and,
under the date of January 19, 1999, we reported on the consolidated financial
statements of Compass Bancshares, Inc. and subsidiaries as of and for the years
ended December 31, 1998 and 1997. On August 16, 1999, our appointment as
principal accountants was terminated. We have read Compass Bancshares, Inc.'s
statements included under Item 4 of its Form 8-K dated August 16, 1999, and we
agree with such statements, except that we are not in a position to agree or
disagree with Compass Bancshares, Inc.'s statement that the change was
recommended by the audit committee of the board of directors and approved by
the board of directors.
Very truly yours,
/s/ KPMG Peat Marwick LLP
