Compass Hires 1st Boston And a Top N.Y. Law Firm To Fight Rebel

Struggling to fend off a dissident proxy challenge, Compass Bancshares has enlisted the aid of some big Wall Street guns.

Birmingham, Ala.-based Compass confirmed that it had hired Wachtell, Lipton, Rosen & Katz for legal advice and CS First Boston Corp. as its investment banker. Compass will use both firms to fend off a challenge led by director Harry B. Brock Jr.

Mr. Brock has said he will seek shareholder support via a proxy vote, to install three new directors on the 12-member Compass board and attempt to force a sale.

One of the three current directors Mr. Brock is trying to depose is Compass chairman and CEO D. Paul Jones Jr., who has been adamant that Compass should not entertain takeover bids.

New York-based Wachtell Lipton is particularly known for its expertise in bank takeover battles. Partner Edward D. Herlihy advised Fleet Financial Group on its takeover of Bank of New England Corp. and helped Norwest Corp. on several Midwest acquisitions.

"I respect opposition of that nature," Mr. Brock said. "Maybe I better get my line of credit increased."

Mr. Brock intends to use $500,000 of his own money to fund the proxy contest. He previously shopped Compass around and received an offer of about $31 a share. Although he has declined to reveal where the offer came from, observers speculate it might have been from Charlotte-based First Union Corp.

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