MEGABANK FINANCIAL CORP
15-12B, 2000-05-18
COMMERCIAL BANKS, NEC
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<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                     FORM 15

 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
 THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
 SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                         Commission File Number    1-13819
                                                                   -------

     MegaBank Financial Corporation
- --------------------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

     8100 E. Arapahoe Road, Suite 214 Englewood, CO 80112
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, of
 registrant's principal executive offices)

          Common Stock
- --------------------------------------------------------------------------------
         (Title of each class of securities covered by this Form)

                N/A
- --------------------------------------------------------------------------------
(Titles of all other classes of securities for which a duty to file reports
 under section 13(a) or 15(d) remains)


     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

       Rule 12g-4(a)(1)(i)  / /        Rule 12h-3(b)(1)(i)     / /
       Rule 12g-4(a)(1)(ii) / /        Rule 12h-3(b)(1)(ii)    / /
       Rule 12g-4(a)(2)(i)  / /        Rule 12h-3(b)(2)(i)     / /
       Rule 12g-4(a)(2)(ii) / /        Rule 12h-3(b)(2)(ii)    / /
                                       Rule 15d-6              /X/

     Approximate number of holders of record as of the certification or notice
date:       52
      -------------

Pursuant to the requirements of the Securities Exchange Act of 1934, Compass
Bancshares, Inc., as successor to MegaBank Financial Corporation, has caused
this certification/notice to be signed on its behalf by the undersigned duly
authorized person.

  May 15, 2000                       /s/   Jerry W. Powell
- -----------------                    ---------------------------
      Date                           By Jerry W. Powell, as its
                                     General Counsel and Secretary

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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