SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A12G/A
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Cullen/Frost Bankers, Inc.
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(Exact name of registrant as specified in its charter)
Texas 74-1751768
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(State of incorporation or organization) (IRS Employer
Identification No.)
P.O. Box 1600
100 West Houston Street
San Antonio, Texas 78296
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(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
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On July 25, 1989, the Board of Directors of Cullen/Frost Bankers,
Inc., a Texas corporation (the "Company"), declared a dividend of one preferred
share purchase right (a "Right") for each share of common stock, par value
$5.00 per share ("Common Stock"), of the Company held of record at the close of
business on August 1, 1989 (the "Record Date"), or issued thereafter and prior
to the Separation Time (as defined in the Original Rights Agreement described
below). The Rights were issued pursuant to a Rights Agreement, dated as of
July 25, 1989, between the Company and The Bank of New York, as rights agent
(the "Original Rights Agreement"). On July 30, 1996, the Company amended and
restated the Original Rights Agreement in its entirety (the "Restated Rights
Agreement") and appointed The Frost National Bank to replace The Bank of New
York, as Rights Agent. The terms of the Rights, as so amended, are summarized
herein.
Each Right entitles its registered holder to purchase from the
Company, after the Separation Time, one one-hundredth of a share of Junior
Participating Preferred Stock, par value $5.00 per share (the "Preferred
Stock"), for $100 (the "Exercise Price"), subject to adjustment. The Rights
will be evidenced by the Common Stock certificates until the close of business
on the earlier of the date (either, the "Separation Time") which is (i) the
tenth business day (or such later date as the Board of Directors of the Company
may from time to time fix by resolution adopted prior to the Separation Time
that would otherwise have occurred) after the date on which any Person (as
defined in the Restated Rights Agreement) commences a tender or exchange offer
which, if consummated, would result in such Person's becoming an Acquiring
Person, as defined below, or (ii) the tenth business day (or such earlier or
later date as the Board of Directors of the Company may from time to time fix
by resolution adopted prior to the Flip-in Date (as defined below) that would
otherwise have occurred) after the first date of public announcement by the
Company that such Person has become an Acquiring Person (the "Flip-in Date");
provided that if a tender or exchange offer referred to in clause (i) is
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cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of stock pursuant thereto, such offer shall
be deemed never to have been made. An Acquiring Person is any Person who is
the Beneficial Owner (as defined in the Restated Rights Agreement) of 10% or
more of the outstanding shares of Common Stock, provided, however, such term
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shall not include (i) the Company, any wholly-owned subsidiary of the Company
or any employee stock ownership or other employee benefit plan of the Company,
(ii) any person who is the Beneficial Owner of 10% or more of the outstanding
Common Stock as of the date of the Restated Rights Agreement or who shall
become the Beneficial Owner of 10% or more of the outstanding Common Stock
solely as a result of an acquisition of Common Stock by the Company, until such
time as such Person acquires additional Common Stock, other than through a
dividend or stock split, (iii) any Person who becomes an Acquiring Person
without any plan or intent to seek or affect control of the Company if such
Person promptly
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divests sufficient securities such that such 10% or greater Beneficial
Ownership ceases or (iv) any Person who Beneficially Owns shares of Common
Stock consisting solely of (A) shares acquired pursuant to the grant or
exercise of an option granted by the Company in connection with an agreement to
merge with, or acquire, the Company prior to a Flip-in Date, (B) shares owned
by such Person and its Affiliates and Associates at the time of such grant, (C)
shares, amounting to less than 1% of the outstanding Common Stock, acquired by
Affiliates and Associates of such Person after the time of such grant or (D)
shares which are held by such Person in trust accounts, managed accounts and
the like or otherwise held in a fiduciary capacity, that are beneficially owned
by third persons who are not Affiliates or Associates of such Person or acting
together with such Person to hold shares, or which are held by such Person in
respect of a debt previously contracted. The Restated Rights Agreement
provides that, until the Separation Time, the Rights will be transferred with
and only with the Common Stock. Common Stock certificates issued prior to the
Separation Time shall evidence one Right for each share of Common Stock
represented thereby and shall contain a legend incorporating by reference the
terms of the Restated Rights Agreement (as such may be amended from time to
time). Notwithstanding the absence of the aforementioned legend, certificates
evidencing shares of Common Stock outstanding on or prior to the Record Date or
which bear an earlier form of legend shall also evidence one Right for each
share of Common Stock evidenced thereby. Promptly following the Separation
Time, separate certificates evidencing the Rights ("Rights Certificates") will
be mailed to holders of record of Common Stock at the Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Restated Rights Agreement) following the Separation Time. The
Rights will expire on the earlier of (i) the close of business on July 25, 1999
and (ii) the date on which the Rights are redeemed as described below (in any
such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the Rights,
are subject to adjustment from time to time to prevent dilution in the event of
a Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, each Right (other than Rights Beneficially Owned by the Acquiring
Person or any affiliate or associate thereof, which Rights shall become void)
shall constitute the right to purchase from the Company, upon the exercise
thereof in accordance with the terms of the Restated Rights Agreement, that
number of shares of Common Stock of the Company having an aggregate Market
Price (as defined in the Restated Rights Agreement), on the date of the public
announcement of an Acquiring Person's becoming such (the "Stock Acquisition
Date") that
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gave rise to the Flip-in Date, equal to twice the Exercise Price for an amount
in cash equal to the then current Exercise Price. In addition, the Board of
Directors of the Company may, at its option, at any time after a Flip-in Date
and prior to the time an Acquiring Person becomes the Beneficial Owner of more
than 50% of the outstanding shares of Common Stock, elect to exchange all (but
not less than all) the then outstanding Rights (other than Rights Beneficially
Owned by the Acquiring Person or any affiliate or associate thereof, which
Rights become void) for shares of Common Stock at an exchange ratio of one
share of Common Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date of the
Separation Time (the "Exchange Ratio"). Immediately upon such action by the
Board of Directors (the "Exchange Time"), the right to exercise the Rights will
terminate and each Right will thereafter represent only the right to receive a
number of shares of Common Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated under the preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange for
Rights, the Company, at its option, may substitute therefor shares of Preferred
Stock, at a ratio of one one-hundredth of a share of Preferred Stock for each
share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company enters
into, consummates or permits to occur a transaction or series of transactions
after the time an Acquiring Person has become such in which, directly or
indirectly, (i) the Company shall consolidate or merge or participate in a
binding share exchange with any other Person if, at the time of the
consolidation, merger or share exchange or at the time the Company enters into
an agreement with respect to such consolidation, merger or share exchange, the
Acquiring Person Controls the Board of Directors of the Company (as defined in
the Restated Rights Agreement) and either (A) any term of or arrangement
concerning the treatment of shares of capital stock in such merger,
consolidation or share exchange relating to the Acquiring Person is not
identical to the terms and arrangements relating to other holders of Common
Stock or (B) the Person with whom the transaction or series of transactions
occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring
Person, (ii) the Company shall sell or otherwise transfer (or one or more of
its subsidiaries shall sell or otherwise transfer) assets (A) aggregating more
than 50% of the assets (measured by either book value or fair market value) or
(B) generating more than 50% of the operating income or cash flow, of the
Company and its subsidiaries (taken as a whole) to any other Person (other than
the Company or one or more of its wholly-owned subsidiaries) or to two or more
such Persons which are affiliated or otherwise acting in concert, if, at the
time such sale or transfer of assets or at the time the Company (or any such
subsidiary) enters into an agreement with respect to such sale or transfer, the
Acquiring Person Controls the Board of Directors of the Company (a "Flip-over
Transaction or Event") or (iii) any Acquiring Person shall (A) sell, purchase,
lease, exchange, mortgage, pledge,
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transfer or otherwise acquire or dispose of, to, from, or with, as the case may
be, the Company or any of its Subsidiaries, over any period of 12 consecutive
calendar months, assets (x) having an aggregate fair market value of more than
$15,000,000 or (y) on terms and conditions less favorable to the Company than
the Company would be able to obtain through arm's-length negotiations with an
unaffiliated third party, (B) receive any compensation for services from the
Company or any of its Subsidiaries, other than compensation for full-time
employment as a regular employee at rates in accordance with the Company's (or
its Subsidiaries') past practices, (C) receive the benefit, directly or
indirectly (except proportionately as a shareholder), over any period of 12
consecutive calendar months, of any loans, advances, guarantees, pledges,
insurance, reinsurance or other financial assistance or any tax credits or
other tax advantage provided by the Company or any of its Subsidiaries
involving an aggregate principal amount in excess of $5,000,000 or an aggregate
cost or transfer of benefits from the Company or any of its Subsidiaries in
excess of $5,000,000 or, in any case, on terms and conditions less favorable to
the Company than the Company would be able to obtain through arm's-length
negotiations with a third party, or (D) increase by more than 1% its
proportionate share of the outstanding shares of any class of equity securities
or securities convertible into any class of equity securities of the Company or
any of its Subsidiaries as a result of any acquisition from the Company (with
or without consideration), any reclassification of securities (including any
reverse stock split), or recapitalization, of the Company, any merger or
consolidation of the Company or any other transaction or series of transactions
(whether or not with or into or otherwise involving an Acquiring Person), the
Company shall take such action as shall be necessary to ensure, and shall not
enter into, consummate or permit to occur such Flip-over Transaction or Event
until it shall have entered into a supplemental agreement with the Person
engaging in such Flip-over Transaction or Event or the parent corporation
thereof (the "Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over Transaction or
Event (i) each Right shall thereafter constitute the right to purchase from the
Flip-over Entity, upon exercise thereof in accordance with the terms of the
Restated Rights Agreement, that number of shares of common stock of the Flip-
over Entity having an aggregate Market Price on the date of consummation or
occurrence of such Flip-over Transaction or Event equal to twice the Exercise
Price for an amount in cash equal to the then current Exercise Price and (ii)
the Flip-over Entity shall thereafter be liable for, and shall assume, by
virtue of such Flip-over Transaction or Event and such supplemental agreement,
all the obligations and duties of the Company pursuant to the Restated Rights
Agreement. For purposes of the foregoing description, the term "Acquiring
Person" shall include any Acquiring Person and its Affiliates and Associates
counted together as a single Person.
The Board of Directors of the Company may, at its option, at any
time prior to the close of business on the Flip-in Date, redeem all (but not
less than all) the then outstanding Rights at a price of $.01
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per Right (the "Redemption Price"), as provided in the Restated Rights
Agreement. Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, without any further action and without
any notice, the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption Price in cash for
each Right so held.
The holders of Rights will, solely by reason of their ownership of
Rights, have no rights as shareholders of the Company, including, without
limitation, the right to vote or to receive dividends.
The Restated Rights Agreement (which includes as Exhibit A the
forms of Rights Certificate and Election to Exercise) is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing description of
the Rights is qualified in its entirety by reference to the Restated Rights
Agreement and such exhibit thereto.
Item 2. Exhibits.
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Exhibit No. Description
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1 Amended and Restated Rights Agreement.
2 Form of Rights Certificate and of Election to Exercise,
included in Exhibit A to the Restated Rights Agreement.
3 Form of Statement of Resolution Establishing Series of
Shares of Participating Junior Preferred Stock, included
in Exhibit B to the Restated Rights Agreement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
CULLEN/FROST BANKERS, INC.
By /s/
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Name:
Title:
Date: August __, 1996
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page Numbers
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(1) Amended and Restated Rights
Agreement, dated as of
July 30, 1996 (the "Restated
Rights Agreement"), between
Cullen/Frost Bankers, Inc. and
The Frost National Bank, as
Rights Agent.
(2) Form of Rights Certificate and
of Election to Exercise, included
as Exhibit A to the Restated
Rights Agreement
(Exhibit 1 hereto).
(3) Form of Statement of Resolution
Establishing Series of Shares of
Participating Junior Preferred Stock,
included as Exhibit B to the Restated
Rights Agreement (Exhibit 1 hereto).
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