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EXHIBIT 99(a)
FIRSTIER CORPORATION
11210 HURON STREET, NORTHGLENN, COLORADO 80234
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ______, 2000
To the Shareholders of FirsTier Corporation:
A Special Meeting of the holders of common stock of FirsTier Corporation, a
Colorado corporation ("FirsTier"), will be held at ____ a.m. local time, on
_________, 2000, at the corporate offices of FirsTier located at 11210 Huron
Street, Northglenn, Colorado 80234. At the Special Meeting, the holders of
FirsTier common stock will consider and vote upon:
1. A proposal to approve and adopt the Agreement and Plan of
Merger (the "Merger Agreement") dated as of August 23, 2000,
as amended, by and among Compass Bancshares, Inc., a Delaware
corporation ("Compass"), Compass Acquisition, Inc., a Colorado
corporation and wholly owned subsidiary of Compass ("Merger
Sub"), and FirsTier, providing for, among other things, the
merger ("Merger") of Merger Sub with and into FirsTier and, in
connection therewith, the receipt by the holders of FirsTier
common stock of shares of Compass common stock; and
2. Such other business as may properly come before the Special
Meeting or any adjournments thereof.
The Board of Directors of FirsTier has fixed the close of business on
___________, 2000 as the record date for determining which shareholders are
entitled to notice of, and to vote at, the Special Meeting or any adjournments
thereof. Complete lists of such shareholders will be available for examination
at the offices of FirsTier during normal business hours by any holder of
FirsTier common stock, for any purpose relevant to the Special Meeting,
beginning ____________, 2000.
FirsTier shareholders may dissent from the Merger and obtain payment for
their shares, as described in the accompanying Proxy Statement/Prospectus. A
copy of Article 113 of the Colorado Business Corporation Act, which sets forth
the rights of dissenters, is attached to the Proxy Statement/Prospectus as
Appendix II.
THE BOARD OF DIRECTORS OF FIRSTIER UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" THE APPROVAL AND ADOPTION OF THE MERGER AND THE RELATED MERGER AGREEMENT.
The affirmative vote of the holders of two-thirds of the outstanding shares of
FirsTier common stock entitled to vote thereon is required to approve the Merger
and the Merger Agreement. If you fail to vote, the effect will be a vote against
the Merger and the Merger Agreement.
Holders of FirsTier common stock, even if they expect to be present at the
Special Meeting, are requested to sign, vote and date the enclosed proxy and
return it promptly in the enclosed envelope. Any shareholder giving a proxy has
the power to revoke it at any time prior to the Special Meeting. Shareholders
who are present at the Special Meeting may withdraw their proxies and vote in
person.
By order of the Board of Directors,
Michael J. Nelson
Corporate Secretary
Northglenn, Colorado
____________, 2000
DATED _____________, 2000 AND FIRST MAILED TO SHAREHOLDERS ON OR
ABOUT ___________, 2000.
