<PAGE> 1
As filed with the Securities and Exchange Commission on March 28, 2000.
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
COMPASS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 6711 63-0593897
<S> <C> <C>
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER)
</TABLE>
15 SOUTH 20TH STREET
BIRMINGHAM, ALABAMA 35223
(205) 933-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JERRY W. POWELL, ESQUIRE
GENERAL COUNSEL
COMPASS BANCSHARES, INC.
15 SOUTH 20TH STREET
BIRMINGHAM, ALABAMA 35233
(205) 933-3960
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable following the effective date of this
Registration Statement
--------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [X] No. 333-93507.
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================== =================== ======================= ======================== =======================
Title of each class Amount to Proposed Proposed Amount of
of securities be Maximum offering maximum aggregate registration
to be registered registered (1) Price per share offering price fee(2)
- ------------------------------- ------------------- ----------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
Common Stock, $2.00 par value 42,321 N/A N/A $0.00
=============================== =================== ======================= ======================== =======================
</TABLE>
(1) The Registrant, Compass Bancshares, Inc. ("Compass"), previously filed a
registration statement on Form S-4 (Commission File No. 333-93507) to cover
3,370,000 shares (the "Initial Shares") of Compass' common stock, $2.00 par
value per share ("Compass Common Stock"), issuable in connection with the merger
(the "Merger") of Compass Acquisition, Inc., a wholly-owned subsidiary of
Compass with and into MegaBank Financial Corporation ("MegaBank"). Compass is
filing this registration statement on Form S-4 pursuant to Rule 462(b) with
respect to an additional 42,321 shares of Compass Common Stock issuable in
connection with the Merger based upon calculation of the exchange ratio
applicable to the Merger.
(2) Compass previously paid a registration fee of $20,326 in connection with the
registration of the Initial Shares pursuant to Rule 457(f)(1) based on the
average high and low sales prices of the MegaBank common stock as reported on
the Nasdaq National Market on December 17, 1999, and the estimated maximum
number of shares of MegaBank common stock (7,904,209) that may be converted into
the shares of Compass Common Stock to be registered. Based on the average high
and low sales prices ($8) of the MegaBank common stock as reported on the Nasdaq
National Market on March 27, 2000, and the estimated maximum number of shares of
MegaBank common stock (7,904,209) that may be converted into the shares of
Compass Common Stock to be registered, the value of the transaction has
decreased and no additional filing fee is required.
This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933.
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INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) of the Securities Act of 1933 and Instruction K
to Form S-4, Compass Bancshares, Inc. hereby incorporates by reference the
contents of its registration statement on Form S-4 (File No. 333-93507), as
filed with the Commission on December 23, 1999.
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Birmingham,
State of Alabama, on March 27, 2000.
COMPASS BANCSHARES, INC.
By: *
-------------------------------------
D. Paul Jones, Jr.
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
* Director, Chairman and Chief March 27, 2000
- -------------------------------- Executive Officer
D. Paul Jones, Jr.
* Chief Financial Officer March 27, 2000
- -------------------------------- (Principal Financial Officer)
Garrett R. Hegel
* Chief Accounting Officer March 27, 2000
- --------------------------------
Timothy L. Journy
* Director March 27, 2000
- --------------------------------
Charles W. Daniel
* Director March 27, 2000
- --------------------------------
W. Eugene Davenport
* Director March 27, 2000
- --------------------------------
Marshall Durbin, Jr.
* Director March 27, 2000
- --------------------------------
Tranum Fitzpatrick
* Director March 27, 2000
- --------------------------------
Carl J. Gessler, Jr., M.D.
* Director March 27, 2000
- --------------------------------
John S. Stein
* Director March 27, 2000
- --------------------------------
Robert J. Wright
*By: /s/ Jerry W. Powell
----------------------------
Jerry W. Powell
Attorney-in-fact
</TABLE>
3
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
- -------------- -----------------------
5 Opinion and consent of Jerry W. Powell, Esquire, as to the
legality of the securities being registered
23.1 Consent of KPMG LLP, Independent Certified Public
Accountants--Compass Bancshares, Inc.
23.2 Consent of Fortner, Bayens, Levkulich & Co., P.C.,
Independent Certified Public Accountants--MegaBank
Financial Corporation
24* Power of Attorney
- --------------------------
* Incorporated by reference to Compass Bancshares' Registration Statement on
Form S-4, File No. 333-93507.
4
<PAGE> 1
EXHIBIT 5
March 27, 2000
Board of Directors
Compass Bancshares, Inc.
15 South 20th Street
Birmingham, Alabama 35233
Re: Compass Bancshares, Inc. -- Registration of 42,321 Shares of
Common Stock, $2.00 Per Share Par Value, on Securities and
Exchange Commission Form S-4
Dear Sirs:
In connection with the registration under the Securities Act of 1933,
as amended, of 42,321 shares of common stock, $2.00 per share par value (the
"Company Stock") of Compass Bancshares, Inc., a Delaware corporation (the
"Company"), for issuance and sale in the manner described in the Company's
registration statement on Form S-4 filed with the Securities and Exchange
Commission, to which this opinion is an exhibit (the "Registration Statement"),
I, as General Counsel to the Company, have examined such corporate records,
certificates and other documents as I have considered necessary or appropriate
for the purposes of this opinion.
On the basis of the foregoing, I am of the opinion that the shares of
the Company Stock offered pursuant to the Registration Statement have been duly
and validly authorized and, when issued, will be duly and validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
/s/ Jerry W. Powell
Jerry W. Powell
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
Compass Bancshares, Inc.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Birmingham, Alabama
March 27, 2000
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement of Compass
Bancshares, Inc. on Form S-4 of our report on the financial statements of
MegaBank Financial Corporation and Subsidiaries dated February 19, 1999,
appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in
such Prospectus.
/s/ Fortner, Bayens, Levkulich & Co., P.C.
FORTNER, BAYENS, LEVKULICH & CO., P.C.
Denver, Colorado
March 27, 2000
