SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
___ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______ to _______
Commission File Number 0-7275
CULLEN/FROST BANKERS, INC.
(Exact name of registrant as specified in its charter)
Texas 74-1751768
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 W. Houston Street
San Antonio, Texas 78205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 220-4011
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 Par Value
(with attached rights)
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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The aggregate market value of the voting stock held by non-affiliates of
the registrant was $1,251,133,604 based on the closing price of such stock as
of March 26, 1998.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Outstanding at
Class March 26, 1998
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Common Stock, $.01 par value 22,259,489
DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for Annual Meeting of Shareholders to be held May 27, 1998
(Part III)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12,13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
CULLEN/FROST BANKERS, INC.
(Exact name of registrant as specified in its charter)
AMENDMENT NO. 3
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 as set forth in the pages attached
hereto:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
1. Financial Statements--Reference is made to Part II, Item 8 of this Annual
Report on Form 10-K. Exhibit 19.1 and Exhibit 19.2 are hereby amended and
are filed herewith as Exhibit 19.1 and Exhibit 19.2, respectively.
2. Exhibits--The following amended exhibits are filed herewith as a part of
this Amendment No. 3 to the registrant's Annual Report on Form 10-K.
19.1 The financial statements and exhibits required by Form 11-K with
respect to the 1991 Thrift Incentive Stock Purchase Plan for Employees
of Cullen/Frost Bankers, Inc. for the fiscal years ended
December 31, 1997 and 1996.
19.2 The financial statements and exhibits required by Form 11-K with
respect to the 401(k) Stock Purchase Plan for Employees of
Cullen/Frost Bankers, Inc. for the fiscal years ended
December 31, 1997 and 1996.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Cullen/Frost Bankers, Inc.
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(Registrant)
Date: January 28, 1999 By:/s/Phillip D. Green
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Phillip D. Green
Senior Executive Vice President
and Chief Financial Officer
(Duly Authorized Officer and
Principal Accounting Officer)
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) The following documents are filed as part of this Annual Report on Form
10-K:
1. Financial Statements -- Reference is made to Part II, Item 8, of this
Annual Report on Form 10-K.
2. The Financial Statement Schedules are omitted, as the required information
is not applicable.
3. Exhibits -- The following exhibits are filed as a part of this Annual
Report on Form 10-K:
Exhibit
Number
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3.1 Articles of Incorporation of Cullen/Frost Bankers, Inc. as amended
through 1997 (12)
3.2 Amended By-Laws of Cullen/Frost Bankers, Inc. (1995 Form 10-K/A,
Exhibit 3.2)(9)
4.1 Shareholder Protection Rights Agreement dated as of August 1, 1996
between Cullen/Frost Bankers, Inc. and The Frost National Bank,
as Rights Agent (1996) Form 8-A12G/A, Exhibit 1)(10)
10.1 1983 Non-qualified Stock Option Plan, as amended (1989 Form S-8,
Exhibit 4(g))(2)
10.2 Restoration of Retirement Income Plan for Participants in the
Retirement Plan for Employees of Cullen/Frost Bankers, Inc. and
its Affiliates (as amended and restated) (1988 Form 10-K,
Exhibit 10.4)(1)*
10.3 Form of Revised Change-In-Control Agreements with four Executive
Officers (1989 Form 10-K, Exhibit 10.13(a))(4)*
10.4 1988 Non-qualified Stock Option Plan (1989 Form S-8, Exhibit
4(g))(3)
10.5 The 401(k) Stock Purchase Plan for employees of Cullen/Frost
Bankers, Inc. and its Affiliates (1990 Form S-8, Exhibit 4(g))(5)*
10.6 1991 Thrift Incentive Stock Purchase Plan for Employees of
Cullen/Frost Bankers, Inc. and its Affiliates (1991 Form S-8,
Exhibit 4(g))(6)*
10.7 Cullen/Frost Bankers, Inc. Restricted Stock Plan (1992 Form S-8,
Exhibit 4(d))(7)*
10.8 Cullen/Frost Bankers, Inc. Supplemental Executive Retirement Plan
(1994 Form 10-K, Exhibit 10.13)(8)
10.9 Form of Revised Change-In-Control Agreements with one Executive
Officer (1994 Form 10-K, Exhibit 10.14)(8)
10.10 Retirement agreement with one Executive Officer (1996 Form 10-K,
Exhibit 10.13)(11)
10.11 Cullen/Frost Bankers, Inc. 1997 Directors Stock Plan (12)
10.12 Cullen/Frost Bankers, Inc. 1992 Stock Plan, as amended (12)
11 Statement re: computation of earnings per share (12)
11.1 Statement re: SFAS 128 restated quarterly computation of earning
per share for years 1997 and 1996 (12)
19.1 Annual Report on Form 11-K for the Year Ended December 31, 1997,
for the 1991 Thrift Incentive Stock Purchase Plan (filed pursuant
to Rule 15d-21 of the Securities and Exchange Act of 1934)(13)
19.2 Annual Report on Form 11-K for the Year Ended December 31, 1997,
for the 401(k) Stock Purchase Plan (filed pursuant to Rule 15d-21
of the Securities and Exchange Act of 1934)(13)
21 Subsidiaries of Cullen/Frost
23 Consent of Independent Auditors
23.1 Consent of Independent Auditors with respect to Form 10-K/A for
the 1991 Thrift Incentive Stock Plan (13)
24 Power of Attorney
27 Financial Data Schedule
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 601 of Regulation S-K.
(b) Reports on Form 8-K -- No such reports were filed during the quarter ended
December 31, 1997.
______________________
(1) Incorporated herein by reference to the designated Exhibits to the
Cullen/Frost Annual Report on Form 10-K for the Year Ended
December 31, 1988 (File No. 0-7275)
(2) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed September 5, 1989
(File No. 33-30776)
(3) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed September 5, 1989
(File No. 33-30777)
(4) Incorporated herein by reference to the designated Exhibits to the
Cullen/Frost Annual Report on Form 10-K for the Year Ended
December 31, 1989 (File No. 0-7275)
(5) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed October 31, 1990
(File No. 33-37500)
(6) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed March 18, 1991
(File No. 33-39478)
(7) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed October 20, 1992
(File No. 33-53492)
(8) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Annual Report on Form 10-K for the Year Ended
December 31, 1994 (File No. 0-7275)
(9) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Annual Report on Form 10-K/A for the Year Ended
December 31, 1995 (File No. 0-7275)
(10) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Current Report on Form 8-A12G/A dated August 1, 1996
(File No. 0-7275)
(11) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Annual Report on Form 10-K for the Year Ended
December 31, 1996 (File No. 0-7275)
(12) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Annual Report on Form 10-K for the Year Ended
December 31, 1997 (File No. 0-7275)
(13) Amended and filed herewith.
EXHIBIT INDEX TO FORM 10-K/A
Exhibit
Number Description of Exhibits
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19.1 The financial statements and exhibits required by Form 10-K/A with
respect to the 1991 Thrift Incentive Stock Purchase Plan for Employees
of Cullen/Frost Bankers, Inc. for the fiscal years ended December 31,
1997 and 1996 (filed pursuant to Rule 15d-21 of the Securities and
Exchange Act of 1934)
19.2 The financial statement and exhibits required by Form 10-K/A with
respect to the 401 (k) Stock Purchase Plan for Employees of
Cullen/Frost Bankers, Inc. for the fiscal years ended December 31, 1997
and 1996 (filed pursuant to Rule 15d-21 of the Securities and Exchange
Act of 1934)