<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES ACT OF 1934
DATE OF REPORT: DECEMBER 31, 1999 COMMISSION FILE NO. 0-6032
COMPASS BANCSHARES, INC. PROFIT SHARING STOCK BONUS PLAN
--------------------------------------------------------
(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> 2
COMPASS BANCSHARES, INC.
PROFIT SHARING STOCK BONUS PLAN
FINANCIAL INFORMATION
-------------
Item 1 Audited statements of net assets available for plan benefits as of
December 31, 1999 and 1998
Item 2 Audited statements of changes in net assets available for plan
benefits for the three years ended December 31, 1999
<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Compass Bancshares, Inc.:
We have audited the accompanying statement of net assets available for plan
benefits of COMPASS BANCSHARES, INC. PROFIT SHARING STOCK BONUS PLAN (the
"Plan") as of December 31, 1999 and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1999. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements 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 audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Compass Bancshares, Inc.
Profit Sharing Stock Bonus Plan as of December 31, 1999 and the changes in its
net assets available for plan benefits for the year ended December 31, 1999 in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information included in Schedules
I and II 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. These supplemental
schedules are the responsibility of the Plan's management. Such information has
been subjected to the auditing procedures applied in the audit 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/ Arthur Andersen LLP
Birmingham, Alabama
June 28, 2000
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Compass Bancshares, Inc.:
We have audited the accompanying statement of net assets available for plan
benefits as of December 31, 1998 of COMPASS BANCSHARES, INC. PROFIT SHARING
STOCK BONUS PLAN (formerly 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 two-year period ended December 31, 1998.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. These standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements 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 financial position of the Compass Bancshares, Inc.
Profit Sharing Stock Bonus Plan as of December 31, 1998 and the changes in its
net assets available for plan benefits for the two-year period ended December
31, 1998 in conformity with generally accepted accounting principles.
/s/ KPMG LLP
Birmingham, Alabama
June 23, 1999
<PAGE> 5
COMPASS BANCSHARES, INC. PROFIT SHARING STOCK BONUS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
INVESTMENTS, AT FAIR VALUE (SEE NOTE 4) $167,474,622 $179,970,270
DIVIDENDS AND INTEREST INCOME RECEIVABLE 1,150,842 1,021,935
CASH 4,897 1,003,743
EMPLOYEE CONTRIBUTIONS RECEIVABLE 276,847 569,393
EMPLOYER CONTRIBUTIONS RECEIVABLE 1,185,440 349,054
OTHER PAYABLE, NET (183,719) (922,488)
------------ ------------
Net assets available for plan benefits $169,908,929 $181,991,907
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 6
COMPASS BANCSHARES, INC. PROFIT SHARING STOCK BONUS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends on Compass Bancshares, Inc common stock $ 4,250,981 $ 4,167,576 $ 3,921,890
Dividends 2,961,638 1,665,785 2,211,509
Interest 736,810 228,245 182,077
------------ ------------ ------------
Net investment income 7,949,429 6,061,606 6,315,476
NET REALIZED GAIN ON SALE OF INVESTMENTS 4,365,405 6,357,974 5,781,685
UNREALIZED (DEPRECIATION) APPRECIATION OF INVESTMENTS (24,168,865) (39,265,005) 62,880,898
------------ ------------ ------------
(11,854,031) (26,845,425) 74,978,059
------------ ------------ ------------
CONTRIBUTIONS:
Employee 7,293,829 8,106,291 10,533,159
Employer 5,254,503 6,172,864 3,738,790
------------ ------------ ------------
12,548,332 14,279,155 14,271,949
------------ ------------ ------------
DISTRIBUTIONS TO PARTICIPANTS (15,555,743) (17,374,854) (13,263,735)
ROLLOVERS AND TRANSFERS 2,778,464 3,077,121 1,559,965
------------ ------------ ------------
Net (decrease) increase (12,082,978) (26,864,003) 77,546,238
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 181,991,907 208,855,910 131,309,672
------------ ------------ ------------
End of year $169,908,929 $181,991,907 $208,855,910
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE> 7
COMPASS BANCSHARES, INC. PROFIT SHARING STOCK BONUS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998, AND 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying financial statements of Compass Bancshares, Inc. Profit
Sharing Stock Bonus Plan (the "Plan") have been prepared on an accrual
basis in accordance with accounting principles generally accepted in the
United States.
INVESTMENT IN SECURITIES
Corporate securities are valued based on quotations obtained from national
securities exchanges. Mutual funds are valued at their current unit value.
Purchases and sales of securities are recorded on a trade-date basis.
Realized gains and losses are calculated using the average cost method.
VALUATION OF ASSETS
The pooled separate account funds are stated at fair value. The guaranteed
long-term fund is valued at contract value, in accordance with Statement of
Position 94-4, REPORTING OF INVESTMENT CONTRACTS HELD BY HEALTH AND WELFARE
BENEFIT PLANS AND DEFINED CONTRIBUTION PENSION PLANS. Contract value
approximates fair value. Contract value represents contributions made under
the contract plus interest at the contract rate. The average yield for the
guaranteed long-term fund was 5.62% and 5.92% for 1999 and 1998,
respectively.
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"). Administrative fees are
paid directly by the Company. Trustee administrative fees were $770,005,
$864,375, and $694,069 for the years ended December 31, 1999, 1998, and
1997, respectively.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires the Plan
administrator to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of changes in net assets during the reporting period. Actual
results could differ from those estimates.
<PAGE> 8
2. ORGANIZATION
The Plan is a defined contribution pension plan and was adopted on November
19, 1976, effective January 1, 1976. The Plan was amended, effective
September 8, 1999, to change the name of the plan from Employee Stock
Ownership Plan to Profit Sharing Stock Bonus Plan. 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
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% of their compensation deferred and contributed to the Plan.
Participants may allocate their contributions, in multiples of 1%, to the
following funds:
1. Employee/Employer Company Stock Fund--Invested entirely in common
stock of Compass Bancshares, Inc.
2. ESOP-Employer Company Stock Fund--Invested entirely in common
stock of Compass Bancshares, Inc.
3. Expedition Equity Fund--In 1997, all balances previously held in
the Growth Stock Fund, the Value Stock Fund, or the Contrarian
Stock Fund were converted to shares of the Expedition Equity
Fund. The Fund invests primarily (at least 80% of its total
assets) in common stocks issued by mid and large capitalization
companies. The Fund invests in stocks of private companies that
are subject to wide market value (price) fluctuations based on
market and economic conditions and perceptions, and therefore,
involves a high level of investment risk.
4. Federated Capital Preservation Fund--Invested solely in one or
more guaranteed income contracts entered into with insurance
companies with the objective of providing high current income and
stability of principal. The Plan's investment in this Fund was
discontinued in 1998.
<PAGE> 9
5. Expedition Money Market Fund (previously Starburst Money Market
Fund)--Invests in high quality money market instruments that are
either rated in the highest short-term rating category by one or
more nationally recognized statistical rating organizations or of
comparable quality to securities having such ratings.
6. Expedition Bond Fund--Invests in a diversified portfolio
consisting primarily of bonds (normally at least 65% in bonds),
as well as other fixed income securities. The Fund may also
invest in certain securities, including mortgage-related
securities, foreign securities and financial futures and options
on financial fixtures, which may present special risks not
associated with bonds and fixed-income securities generally.
7. Vanguard International Growth Fund--Invests in stocks of non-U.S.
companies. About two-thirds of the Fund's assets are invested in
small and medium sized companies, and the remaining assets are
invested in large companies. The Plan's investment in this Fund
was discontinued in 1998.
8. AIM Constellation Fund--Invests primarily in U.S. companies. The
Fund's investment advisor emphasizes medium-sized and small-sized
emerging growth companies. The Fund is also invested in companies
that are likely to benefit from new or innovative products,
services, or processes.
9. Evergreen Foundation Balanced Fund--Invests in a combination of
common stocks, preferred stocks, securities convertible or
exchangeable for common stocks, corporate and U.S. Government
debt obligations, and short-term debt obligations. The Fund
anticipates that at least 25% of its net assets will consist of
fixed-income securities. The balance is invested in equity
securities or securities convertible into equity securities. The
Plan's investment in this Fund was discontinued in 1998.
10. Fidelity Advisor Stable Value Portfolio--Invests in short- and
long-term investment contracts issued by insurance companies
(GICs), investment contracts issued by commercial banks (BICs),
synthetic investment contracts, and cash equivalents. The Plan
began investing in this Fund in 1998.
11. Fidelity Advisor Overseas Fund--Invests primarily in foreign
securities. The Fund invests approximately 65% of the total
assets in these securities. The Fund may also invest in U.S.
issuers. The Fund normally diversifies its investments across
different countries and regions taking into account the size of
the market in each country and region relative to the size of the
international market as a whole. The Fund expects to invest
primarily in equity securities but may also invest up to 35% of
its assets in any type of debt securities for long-term growth
purposes. The Plan began investing in this fund in 1998.
12. Fidelity Advisor Balanced Fund--Invests in a diversified
portfolio of equity and fixed-income securities with income,
growth of income, and capital appreciation potential. The Fund's
advisor manages the Fund to maintain a balance between stocks and
bonds. The Fund invests approximately 60% of the Fund's assets in
stocks and other equity securities and the remainder in bonds and
other fixed-income securities. The Fund also invests at least 25%
of the Fund's total assets in fixed-income senior securities,
including debt securities and preferred stock. The Plan began
investing in this Fund in 1998.
Compass Bank is in the investment advisor for the Expedition Equity Fund,
Expedition Money Market Fund, and the Expedition Bond Fund.
<PAGE> 10
EMPLOYER CONTRIBUTIONS
The Employer, in its sole discretion, may make matching contributions in an
amount determined by the board of directors of the Company under the 401(k)
provisions of the Plan. These matching contributions may not exceed the
lesser of a Participant's elective contribution or 2% of such Participant's
base compensation. These matching contributions are invested in the
Employee/Employer Company Stock Fund.
If the Employer's earnings reach a targeted amount, the Employer may
contribute an additional 1% matching amount. Such contributions are also
invested in the Employee/Employer Company Stock Fund and are allocated to
employee accounts based on relative compensation. Upon reaching the
targeted amount, the Employer may also elect to make a contribution to the
ESOP--Employer Company Stock Fund under the employee stock ownership
provisions of the Plan. For the years ended December 31, 1999, 1998, and
1997, the employer's earnings reached the targeted amount.
VESTING
Participants have a fully vested and nonforfeitable interest in the portion
of their accounts attributable to their 401(k) contributions and the
Employer's matching contributions to the Employee/Employer Company Stock
Fund, including earnings thereon. A Participant acquires a vested interest
in amounts attributable to the ESOP--Employer Company Stock Fund based on
length of employment, as follows:
<TABLE>
<CAPTION>
YEARS VESTING
OF SERVICE PERCENTAGE
---------- ----------
<S> <C> <C>
Less than 5 0
5 or more 100
</TABLE>
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% 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.
DISTRIBUTION OF BENEFITS
Upon retirement, disability, or death, participants become 100% vested in
his or her account. Upon termination of employment, a participant may elect
to receive an amount equal to the value of the participant's vested
interest in his or her account. The form of payment is a lump-sum
distribution.
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 is taxable and may not be repaid to the Plan.
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.
ROLLOVERS
During 1999, 1998, and 1997, assets were rolled into the Plan from the
plans that were associated with banks acquired by the Company.
<PAGE> 11
4. INVESTMENTS
The investments of the Plan as of December 31, 1999 and 1998 are summarized
as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
------------------------------
NUMBER OF
SHARES/UNITS FAIR VALUE
------------ ----------
<S> <C> <C>
Common stock:
Compass Bancshares, Inc.* $5,762,393 $128,573,404
Mutual funds:
Expedition Equity Fund 1,897,397 24,514,373
Expedition Bond Fund 80,023 762,618
AIM Constellation Fund 77,133 3,124,638
Expedition Money Market Fund 4,125,827 4,125,827
Fidelity Advisor Stable Value
Portfolio 3,744,213 3,744,213
Fidelity Advisor Overseas Fund 61,059 1,431,835
Fidelity Advisor Balanced Fund 65,306 1,197,714
------------
$167,474,622
============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
----------------------------
Number of
Shares/Units Fair Value
------------ ----------
<S> <C> <C>
Common stock:
Compass Bancshares, Inc.* 3,866,000 $147,149,606
Mutual funds:
Expedition Equity Fund 1,681,788 19,273,285
Expedition Bond Fund 89,622 904,289
AIM Constellation Fund 61,298 1,870,821
Expedition Money Market Fund 5,209,167 5,209,167
Fidelity Advisor Stable Value
Portfolio 353,808 3,538,075
Fidelity Advisor Overseas Fund 53,756 932,133
Fidelity Advisor Balanced Fund 58,319 1,092,894
------------
$179,970,270
============
* a portion of this investment is nonparticipant-directed
(Note 5)
</TABLE>
The net unrealized appreciation (depreciation) of investments and change in
net unrealized appreciation (depreciation) of investments follows:
<TABLE>
<CAPTION>
Compass
Bancshares, Inc. Mutual Combined
Common Stock Funds Funds
------------- ---------- -----------
<S> <C> <C> <C>
Balance at December 31, 1996 $ 71,641,308 $ (448,158) $71,193,150
1997 appreciation (depreciation) 63,168,086 (287,188) 62,880,898
------------- ----------- -----------
Balance at December 31, 1997 134,809,394 (735,346) 134,074,048
1998 appreciation (depreciation) (42,066,308) 2,801,303 (39,265,005)
------------- ----------- -----------
Balance at December 31, 1998 92,743,086 2,065,957 94,809,043
1999 appreciation (depreciation) (27,739,849) 3,570,984 (24,168,865)
------------- ----------- -----------
Balance at December 31, 1999 $ 65,003,237 $ 5,636,941 $70,640,178
============= =========== ===========
</TABLE>
<PAGE> 12
5. NONPARTICIPANT-DIRECTED FUNDS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed funds are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
----------------------------
EMPLOYEE/ ESOP-
EMPLOYER EMPLOYER
COMPANY COMPANY
STOCK FUND STOCK FUND
----------- -----------
<S> <C> <C>
Investments at fair value:
Compass Bancshares. Inc. common stock $50,786,540 $77,786,864
Expedition Money Market Fund 290,995 310
----------- -----------
Net investments 51,077,535 77,787,174
Dividends and interest income receivable 448,825 702,017
Cash 4,897 0
Employee contributions receivable 80,700 0
Employer contributions receivable 1,185,440 0
Other receivable (payable), net (183,719) 0
----------- -----------
Net assets available for plan benefits $52,613,678 $78,489,191
=========== ===========
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
December 31, 1998
----------------------------
Employee/ ESOP-
Employer Employer
Company Company
Stock Fund Stock Fund
------------ ------------
<S> <C> <C>
Investments at fair value:
Compass Bancshares. Inc. common stock $54,155,268 $92,994,338
Expedition Money Market Fund 1,003,553 1,031,619
----------- -----------
Net investments 55,158,821 94,025,957
Dividends and interest income receivable 376,163 645,646
Cash 1,003,743 0
Employee contributions receivable 364,912 0
Employer contributions receivable 228,440 120,614
Other receivable (payable), net (1,181,292) 258,804
----------- -----------
Net assets available for plan benefits $55,950,787 $95,051,021
=========== ===========
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
DECEMBER 31, 1999
----------------------------
EMPLOYEE/ ESOP
EMPLOYER EMPLOYER
COMPANY COMPANY
STOCK FUND STOCK FUND
------------ ------------
<S> <C> <C>
Investment income:
Dividends on Compass Bancshares, Inc.
common stock $ 1,773,303 $ 2,477,677
Interest 26,999 41,837
------------ ------------
Net investment income 1,800,302 2,519,514
Net realized gain on sale of investments 2,103,056 2,493,102
Unrealized appreciation (depreciation) of investments (10,952,274) (16,787,575)
Contributions:
Employee 5,182,308 0
Employer 3,818,615 1,435,888
Distributions paid to participants (5,289,116) (6,222,759)
------------ ------------
Net increase (decrease) (3,337,109) (16,561,830)
Net assets available for plan benefits:
Beginning of year 55,950,787 95,051,021
------------ ------------
End of year $ 52,613,678 $ 78,489,191
============ ============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
-----------------------------
Employee/ ESOP
Employer Employer
Company Company
Stock Fund Stock Fund
------------ ------------
<S> <C> <C>
Investment income:
Dividends on Compass Bancshares, Inc. common stock $ 1,503,552 $ 2,664,024
Interest 6,534 35,906
------------ ------------
Net investment income 1,510,086 2,699,930
Net realized gain on sale of investments 2,910,601 2,897,658
Unrealized appreciation (depreciation) of investments (13,768,685) (28,297,623)
------------ ------------
(9,347,998) (22,700,035)
------------ ------------
Contributions:
Employee 3,671,697 0
Employer 3,298,488 2,874,376
------------ ------------
6,970,185 2,874,376
------------ ------------
Distributions paid to participants (5,250,549) (8,274,880)
Rollovers and transfers 150,717 1,397,456
------------ ------------
Net (decrease) (7,477,645) (26,703,083)
Net assets available for plan benefits:
Beginning of year 63,428,432 121,754,104
------------ ------------
End of year $55,950,787 $ 95,051,021
=========== =============
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
December 31, 1997
-------------------------------
Employee/ ESOP
Employer Employer
Company Company
Stock Fund Stock Fund
------------ --------------
<S> <C> <C>
Investment income:
Dividends on Compass Bancshares, Inc. common stock $ 1,330,529 $ 2,591,361
Interest 11,873 20,694
------------ --------------
Net investment income 1,342,402 2,612,055
Net realized gain on sale of investments 2,299,480 2,580,913
Unrealized appreciation (depreciation) of investments 20,931,704 42,236,382
------------ --------------
24,573,586 47,429,350
------------ --------------
Contributions:
Employee 3,736,597 0
Employer 686,904 3,051,886
------------ --------------
4,423,501 3,051,886
------------ --------------
Distributions paid to participants (2,845,034) (4,512,855)
Rollovers and transfers 332,868 0
------------ --------------
Net increase 26,484,921 45,968,381
Net assets available for plan benefits:
Beginning of year 36,943,511 75,785,723
------------ --------------
End of year $ 63,428,432 $ 121,754,104
============ ==============
</TABLE>
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants would become 100% vested in their employer
contributions.
7. TAX STATUS
The Internal Revenue Service issued a determination letter dated December
13, 1995 stating that the Plan and related trust are designed in accordance
with applicable Internal Revenue Code ("IRC") requirements as of that date.
The Plan has been amended since receiving the determination letter.
However, the Plan administrator believes that the Plan is currently
designed and is being operated in compliance with the applicable
requirements of the IRC. Therefore, the plan administrator believes that
the Plan was qualified and the related trust was tax-exempt as of the
financial statement dates.
8. RELATED PARTY TRANSACTIONS
Compass Bank, a subsidiary of the Employer, serves as trustee of the Plan,
controlling the distribution and investment of the Plan's assets. During
1999, 1998 and 1997 trustee fees were paid by the Company.
Compass Bank, a wholly owned banking subsidiary of the Company, acts as
investment manager for the Expedition Equity Fund, Expedition Bond Fund,
and Expedition Money Market Fund.
<PAGE> 16
SCHEDULE I
COMPASS BANCSHARES, INC. PROFIT SHARING STOCK BONUS PLAN
SCHEDULE H, LINE 4I--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER OF
SHARES/
UNITS COST FAIR VALUE
----- ---- ----------
<S> <C> <C> <C> <C>
* Compass Bancshares, Inc. common stock 5,762,393 $63,570,167 $128,573,404
Mutual funds:
* Expedition Equity Fund 1,897,397 18,928,058 24,514,373
* Expedition Bond Fund 80,023 899,052 762,618
AIM Constellation Fund 77,133 2,623,901 3,124,638
Fidelity Advisor Stable Value Portfolio 3,744,213 3,744,213 3,744,213
Fidelity Advisor Overseas Fund 61,059 1,212,637 1,431,835
Fidelity Advisor Balanced Fund 65,306 1,730,589 1,197,714
* Expedition Money Market Fund 4,125,827 4,125,827 4,125,827
----------- ------------
$96,834,444 $167,474,622
=========== ============
</TABLE>
*Compass Bancshares, Inc., the issuer of the common stock and Compass Bank
the investment manager of the Expedition Funds, are parties-in-interest to
the plan.
The accompanying notes are an integral part of this schedule.
<PAGE> 17
SCHEDULE II
COMPASS BANCSHARES, INC. PROFIT SHARING STOCK BONUS PLAN
SCHEDULE H, LINE 4J--SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
CURRENT
VALUE
OF ASSET ON
NUMBER OF PURCHASE SELLING COST OF TRANSACTION NET
IDENTITY OF PARTY INVOLVED TRANSACTIONS PRICE PRICE ASSET DATE GAIN (LOSS)
------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Purchase of investments:
Compass Bancshares, Inc.
common stock 125 $10,613,986 $ 0 $10,613,986 $10,613,986 $ 0
Expedition Money Market
Fund 279 15,740,490 0 15,740,490 15,740,490 0
Expedition Equity Fund 176 11,845,242 0 11,845,242 11,845,242 0
Sale of investments:
Compass Bancshares, Inc.
common stock 118 0 12,825,405 8,229,247 12,825,405 4,596,158
Expedition Money Market
Fund 303 0 16,823,830 16,823,830 16,823,830 0
Expedition Equity Fund 113 0 6,784,528 6,603,697 6,784,528 180,831
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE> 18
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. PROFIT SHARING STOCK BONUS PLAN
---------------------------------------
(Name of the Plan)
JULY 10, 2000 /S/ GARRETT R. HEGEL
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DATE GARRETT R. HEGEL
CHIEF FINANCIAL OFFICER
