EXHIBIT 19.1
The Financial Statements for the 1991 Thrift Incentive Stock
Purchase Plan for Employees of Cullen/Frost Bankers, Inc.
1991 Thrift Incentive Stock
Purchase Plan for Employees
of Cullen/Frost Bankers, Inc.
Financial Statements
Years Ended December 31, 1997 and 1996
with Report of Independent Auditors
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Financial Statements
Years Ended December 31, 1997 and 1996
Contents
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Report of Independent Auditors
Compensation and Benefits Committee of
Cullen/Frost Bankers, Inc.
We have audited the accompanying statements of net assets available for
benefits of the 1991 Thrift Incentive Stock Purchase Plan for Employees of
Cullen/Frost Bankers, Inc. as of December 31, 1997 and 1996, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the 1991 Thrift
Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
/s/Ernst & Young LLP
--------------------
Ernst & Young LLP
San Antonio, Texas
April 20, 1998
1
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Statements of Net Assets Available for Benefits
December 31
1997 1996
----------------
Assets $ - $ -
Liabilities - -
----------------
Net assets available for benefits $ - $ -
See accompanying notes.
2
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31
1997 1996
------------------------
Additions:
Employer contributions $ 745,341 $ 687,537
Employee contributions 36,317 29,946
Dividend income 9,390 11,234
Interest income 645 664
Gain on sale of investments 815 388
Appreciation in fair value of investments 326,766 126,648
-----------------------
Total additions 1,119,274 856,417
Deductions:
Benefit payments 1,119,274 856,417
Total deductions 1,119,274 856,417
Net assets available for benefits at beginning of year - -
----------------------
Net assets available for benefits at end of year $ - $ -
See accompanying notes.
3
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements
December 31, 1997 and 1996
1. Significant Accounting Policies
The financial statements of the 1991 Thrift Incentive Stock Purchase Plan for
Employees of Cullen/Frost Bankers, Inc. (the Plan) are presented on the accrual
basis of accounting. Participating entities include: Cullen/Frost Bankers,
Inc. (CFBI); Frost National Bank; and United States National Bank, all of which
are referred to herein as "the Company."
The cost of a specific security sold is used to compute gains and losses on the
sale of investments.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
2. Description of the Plan
The Plan, amended and restated on January 1, 1991, is a nonqualified
contributory plan. In addition to the Plan, the Company maintains the 401(k)
Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its
Affiliates (the 401(k) Plan). The Plan covers substantially all eligible
employees who have been determined to be highly compensated employees with
respect to the plan year under the provisions of the 401(k) Plan regarding
discretionary matching contributions, and who have been designated by the
Plan's administrative committee as eligible for participation. The Plan was
adopted to offer to eligible employees whose participation in the 401(k) Plan
is limited an alternative means of receiving comparable benefits.
For each plan year, each active participant is eligible to contribute an amount
not to exceed the total of:
i) the amount by which the active participant's 401(k) Plan contributions
have been limited by IRS regulations not to exceed the difference
between
4
a) six percent of the participant's compensation for the respective
plan year, and
5
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements (continued)
December 31, 1997 and 1996
2. Description of the Plan (continued)
b) the total before- and after-tax contributions allocated under the
401(k) Plan, and
ii) the amount by which the participant's contributions to the 401(k)
Plan have been limited by IRS regulations.
For each plan year, the Company makes contributions equal to 100% of the
participants' before- and after-tax contributions to the Plan and the 401(k)
Plan, up to six percent of the participants' compensation for the respective
plan year.
Participants are immediately vested 100% in their accounts which are
distributed to them as of the date the distribution is made.
With respect to each plan year, all contributions under the Plan, from both the
participants and the Company, are invested in common stock of CFBI.
All assets of the Plan are distributed on an annual basis by the end of each
plan year. Participants receive stock certificates for their allocated portion
of CFBI common stock (in whole shares), and cash for fractional shares.
3. Transactions With Parties-in-Interest
The Company may pay for certain or all expenses incurred in administering the
provisions of the Plan. During 1997 and 1996, all such expenses were paid by
the Company.
4. Income Tax Status
The Plan is not subject to federal income taxes.
6
1991 Thrift Incentive Stock Purchase Plan
for Employees of Cullen/Frost Bankers, Inc.
Notes to Financial Statements (continued)
December 31, 1997 and 1996
5. Impact of Year 2000 (Unaudited)
The Year 2000 issue is the result of computer programs having been written
using two digits rather than four to define the applicable year. Any of the
Plan's computer programs, including programs from outside vendors, that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in a system failure or miscalculations
causing disruptions of operations including, among other things, a temporary
inability to process transactions.
Management of Frost National Bank, trustee, has completed an assessment and
will work with its third-party vendor to modify or replace portions of its
software so that its computer systems will function properly with respect to
dates in the year 2000 and thereafter. Costs of Year 2000 compliance are borne
by Frost National Bank and not the Plan.
7
EXHIBIT 19.2
The Financial Statements and Supplemental Schedules for the 401(k) Stock
Purchase Plan for Employees of Cullen/Frost Bankers, Inc.
For the years ended December 31, 1997 and 1996.
401(k) Stock Purchase Plan
for the Employees of
Cullen/Frost Bankers, Inc.
and Its Affiliates
Financial Statements
and Supplemental Schedules
Years Ended December 31, 1997 and 1996
with Report of Independent Auditors
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Financial Statements
and Supplemental Schedules
Years Ended December 31, 1997 and 1996
Contents
Report of Independent Auditors 1
Financial Statements
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5
Supplemental Schedules
Item 27a - Schedule of Assets Held for Investment Purposes 12
Item 27d - Schedule of Reportable Transactions 13
Report of Independent Auditors
Compensation and Benefits Committee of the
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
San Antonio, Texas
We have audited the accompanying statements of net assets available for
benefits of the 401(k) Stock Purchase Plan for the Employees of Cullen/Frost
Bankers, Inc. and Its Affiliates as of December 31, 1997 and 1996, and the
related statements of changes in net assets available for benefits for the
years then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of December 31, 1997 and reportable
transactions for the year then ended are presented for purposes of complying
with the Department of Labor's
Compensation and Benefits Committee of the
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of the
financial statements. The supplemental schedules have been subjected to the
auditing procedures applied in our audit of the 1997 financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
1997 financial statements taken as a whole.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain plan
assets held by the plan trustee. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
/s/Ernst & Young LLP
--------------------
Ernst & Young LLP
San Antonio, Texas
June 23, 1998
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Statements of Net Assets Available for Benefits
December 31
1997 1996
--------------------
Assets
Common stock of Cullen/Frost Bankers, Inc.
(pending distribution) $ 17,538 $ -
Investments, at fair value:
Common stock of Cullen/Frost Bankers,Inc. 88,099,682 48,389,886
AIM Short-Term Prime Money Market Fund 82 917 3,638,886
AIM LTD Maturity Treasury Fund 921,338 557,177
Templeton Growth Fund 2,934,922 1,788,533
Fidelity Advisor Growth Opportunities Fund 4,107,804 2,492,788
Fidelity Money Market Fund 4,953,482 -
Optimum Mix/Total Return Portfolio 4,416,454 2,380,739
Short-Term Investment Co. Prime Portfolio 417,283 -
Participant loans 6,133,895 4,734,801
---------------------------
Total investments 112,085,315 63,982,810
Receivables:
Employer contributions 102,149 87,841
Participants' contributions 161,607 143,447
Proceeds of sale of common stock of
Cullen/Frost Bankers, Inc. - 365,085
Interest 1,035 256
Merger asset 705,496 -
---------------------------
Net assets available for benefits $113,055,602 $64,579,439
===========================
See accompanying notes.
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31,
1997 1996
--------------------------
Additions to net assets attributed to:
Investment activities:
Interest $ 233,798 $ 179,797
Dividends 2,389,485 1,482,206
Net appreciation in fair value of
Investments 40,750,675 12,622,446
--------------------------
43,373,958 14,284,449
Contributions:
Employer 1,961,981 1,565,914
Participants 4,831,873 5,501,575
--------------------------
Total additions 50,167,812 21,351,938
Deductions from net assets attributed to:
Benefits paid to participants 2,397,145 2,434,253
Transfer of funds due to plan merger (705,496) -
--------------------------
Net increase 48,476,163 18,917,685
Net assets available for benefits at
beginning of year 64,579,439 45,661,754
--------------------------
Net assets available for benefits at
end of year $113,055,602 $ 64,579,439
==========================
See accompanying notes.
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Notes to Financial Statements
December 31, 1997 and 1996
1. Significant Accounting Policies
The accounting records of the 401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates (the Plan) are maintained on the
accrual basis of accounting.
The Plan's investments are held in common stock of Cullen/Frost Bankers, Inc.
(CFBI), AIM LTD Maturity Treasury Fund, Templeton Growth Fund, Fidelity Advisor
Growth Opportunities Fund, and Optimum Mix/Total Return Portfolio, and Short-
Term Investments Co. Prime Portfolio, which are stated at fair value based on
quoted market prices on the valuation date, and in a money market fund.
Changes in fair market value and gains and losses on the sale of investment
securities are reflected in the statements of changes in net assets available
for benefits as net appreciation in fair value of investments. Money market
investments are valued at cost, which approximates fair value.
Administrative expenses of the Plan are paid by CFBI.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
2. Description of the Plan
The following is a general description of the Plan. Participants should refer
to the plan agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan qualified under Section 401(a) of the
Internal Revenue Code (IRC) and covers full-time employees who complete 90 days
of service and part-time employees who complete 90 days of service and are
scheduled to work more than 1,000 hours in a year. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Notes to Financial Statements (continued)
December 31, 1997 and 1996
2. Description of the Plan (continued)
Contributions and Investment Options
Participants may contribute an amount not less than 2% and not exceeding 16% of
their compensation, limited by 401(k) regulations, and may direct investments
of their accounts in either common stock of CFBI, AIM Short-Term Prime Money
Market Fund, AIM LTD Maturity Treasury Fund, Templeton Growth Fund, Fidelity
Advisor Growth Opportunities Fund, Fidelity Money Market Fund, or Optimum
Mix/Total Return Portfolio, or Short-Term Investments Co. Prime Portfolio.
Participants are able to invest their contributions in these funds in 1%
increments. CFBI matches 100% of the participants' contributions up to 6% of
the participants' compensation.
Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) plan earnings.
Forfeited balances of terminated participants' nonvested accounts are used to
restore forfeitures of reemployed participants, pay administrative expenses, or
reduce future company contributions. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's account.
Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Participants employed prior to January 1, 1991 are
100% vested in their employer contributions. Participants employed after
December 31, 1990 vest in their employer contributions at 20% per year with
100% vesting occurring after completion of five years of service, upon death or
disability, or when the participant reaches age 65.
Participant Loans
Participants may borrow from their fund accounts a minimum of $500 up to a
maximum of $50,000 or 50% of their account balance, reduced by the highest
amount of any loan outstanding within the previous twelve months. Loan
transactions are treated as a transfer from (to) the investment fund to (from)
the loan fund. Loan terms range from
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Notes to Financial Statements (continued)
December 31, 1997 and 1996
2. Description of the Plan (continued)
1 to 5 years or up to 30 years for the purchase of a primary residence. The
loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined quarterly by
the plan administrator. Principal and interest are paid ratably through
semimonthly payroll deductions. Subject to Internal Revenue Service (IRS)
limitations, participants may make hardship withdrawals from a portion of their
401(k) contributions to pay for an immediate and heavy financial need.
Payment of Benefits
Upon normal retirement at age 65, or in the event of death or disability, a
participant will receive a lump-sum payment of his (her) account in the Plan
and all amounts which have been allocated to his (her) plan account.
Distribution of a participant's account must occur no later than April of the
calendar year after the participant reaches age 70 1/2. In the event of
termination of employment with the employer for any other reason, the
participant is entitled to the vested portion of his (her) account in the Plan
and all vested amounts which have been allocated to his (her) plan account.
Plan Termination
Although it has not expressed any intent to do so, CFBI has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts.
3. Benefits Payable to Terminated Participants
At December 31, 1997, there were nine terminated participants in the Plan
entitled to aggregate vested benefits totaling $82,411 in cash disbursements
and 5,211 shares of CFBI common stock, or $316,256, applying the fair market
value of the stock of $60.69 per share at December 31, 1997. At December 31,
1996, there were ten terminated participants in the Plan entitled to aggregate
vested benefits totaling $27,961 in cash distributions and 9,479 shares of CFBI
common stock, or $315,177, applying the fair market value of the stock of
$33.25 per share at December 31, 1996.
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Notes to Financial Statements (continued)
December 31, 1997 and 1996
4. Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
1997 1996
-------------------------
Net assets available for benefits per the
financial statements $113,055,602 $64,579,439
Amounts allocated to withdrawing
Participants (398,667) (343,138)
--------------------------
Net assets available for benefits per the
Form 5500 $112,656,935 $64,236,301
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended December 31
1997 1996
--------------------------
Benefits paid to participants per the financial
Statements $ 2,397,145 $ 2,434,253
Add: Amounts allocated to withdrawing
participants at the end of the year 398,667 343,138
Less: Amounts allocated to withdrawing
participants at the end of the prior year (343,138) (277,350)
-------------------------
Benefits paid to participants per the
Form 5500 $ 2,452,674 $ 2,500,041
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Notes to Financial Statements (continued)
December 31, 1997 and 1996
5. Income Tax Status
The IRS has determined and informed the Company by a letter dated October 26,
1996 that the Plan and related trust are designed in accordance with applicable
sections of the IRC. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
6. Plan Merger
Effective December 31, 1997, the Citizens State Bank of Corpus Christi
Employees' 401(k) Profit Sharing Plan (CSB) was merged into the Plan.
Approximately $705,496 will be transferred from CSB's trustee to CFBI
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Notes to Financial Statements (continued)
December 31, 1997 and 1996
7. Statement of Changes in Net Assets Available for Benefits Segregated by
Participant-Directed Investment Type
The following represents the changes in net assets available for benefits
segregated by participant-directed investment type for the year ended December
31, 1997:
Common Stock Cullen/Frost AIM Short-
Of Cullen/Frost Bankers, Inc. Term Price AIM LTD
Bankers, Inc Common Stock Money Market Maturity Templeton
(Pending Fund Fund Treasury Fund Growth Fund
Distribution)
-------------------------------------------------------------
Additions to net assets
attributed to:
Interest $ $ $ 189,040 $ $
Dividends 1,405,212 38,450 $423,910
Net appreciation in
fair value of investments 37,733,069 1,587,681 3,766 (95,739)
Investment election transfer (1,235,071) (5,414,095) 281,484 489,737
Contributions:
Employer 1,961,981
Participants 17,538 2,581,993 200,405 56,442 390,949
Loan withdrawals (3,273,800 167,955 (23,414) (94,272)
------------------------------------------------------------
Total additions
(decreases) 17,538 39,173,384 (3,269,014) 356,728 1,114,585
Deductions from net assets
attributed to:
Benefits paid to
Participants 1,946,290 160,951 1,820 46,755
Loan interest and principal (2,150,864) 126,004 9,253 (78,559)
Transfer of funds due to
plan merger (705,496)
-------------------------------------------------------------
Total deductions
(additions) (910,070) 286,955 (7,433) (31,804)
-------------------------------------------------------------
Net increase (decrease)17,538 40,083,454 (3,555,969) 364,161 1,146,389
Net assets available for benefits
at beginning of year 48,986,515 3,638,886 557,177 1,788,533
Net assets available for benefits
at end of year $17,583 $89,069,969 $ 82,917 $921,338 $ 2,934,922
==============================================================
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Notes to Financial Statements (continued)
December 31, 1997 and 1996
7. Statement of Changes in Net Assets Available for Benefits Segregated by
Participant-Directed Investment Type (continued)
Fidelity Advisor Optimum
Growth Fidelity Mix/Total Short-Term
Opportunuties Money Market Return Investments Participant
Fund Fund Portfolio Prime Portfolio Loans Totals
Additions to net assets
attributed to:
Interest $ $ 44,758 $ $ $ $233,798
Dividends 340,770 188,143 2,389,485
Net appreciation in
fair value
of investments 20,201 279,251 1,222,433 40,750,675
Investment election
transfer 688,557 4,608,223 581,165 -
Contributions:
Employer 1,961,981
Participants 645,782 20,186 501,295 417,283 4,831,873
Loan withdrawals(143,117) (10,637) (358,043) $3,735,358 -
---------------------------------------------------------------------
Total additions
(decreases) 1,552,206 4,941,781 2,127,993 417,283 3,735,328 50,150,274
Deductions from net assets
attributed to:
Benefits paid
to participants 78,946 4,166 20,236 - 137,981 2,397,145
Loan interest
and principal (141,756) (15,867) 72,042 - 2,198,253 -
Transfer of funds due to
plan merger (705,496)
----------------------------------------------------------------------
Total deductions
(additions) (62,810) (11,701) 92,278 - 2,336,234 1,691,649
---------------------------------------------------------------
Net increase
(decrease) 1,615,016 4,953,482 2,035,715 417,283 1,691,649 48,476,163
Net assets available
for benefits
at beginning of year 2,492,788 - 2,380,739 - 4,734,801 $ 64,579,439
-----------------------------------------------------------------
Net assets available for benefits
at end of year
$4,107,804 $4,953,483 $4,416,454 $417,283 $6,133,895 $113,055,602
===================================================================
Supplemental Schedules
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
Description of Investmnet,
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest,
Lessor, Collateral, Par or Current
Or Similar Party Maturity Date Cost Value
- -------------------------------------------------------------------------------
*Cullen/Frost Bankers, Inc. Common stock
1,451,706 shares **$ 88,099,682 $ 88,099,682
*Cullen/Frost Bankers, Inc Common Stock
(pending distribution) 289 shares 17,538 17,538
AIM Short-Term Prime Money market deposit
Money Market Fund account, variable interest,
available upon demand 82,917 82,917
Short-Term Investments
Co. Prime Portfolio Mutual fund 417,283 417,283
*Participant loans Interest accrued at Frost
National Bank prime
rate, varying maturity
dates, 8.25%- 8.50%
charged during 1997 6,133,895 6,133,895
Optimum Mix/Total Return
Portfolio Mutual fund 3,578,175 4,416,454
AIM LTD Maturity
Treasury Fund Mutual fund 917,904 921,338
Templeton Growth Fund Mutual fund 2,957,521 2,934,922
Fidelity Advisor Growth
Opportunities Fund Mutual fund 4,133,289 4,107,804
Fidelity Money Market Money market deposit
Fund account 4,953,482 4,953,482
*Denotes party-in-interest
**Market value was substituted in lieu of historical cost due to historical
cost not being available. See paragraph five in "Report of Independent
Auditors" for disclosure.
401(k) Stock Purchase Plan for the Employees of
Cullen/Frost Bankers, Inc. and Its Affiliates
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
Description of Current Value
Asset (Including Interest of Asset on
Identity of Rate and Maturity Purchase Selling Cost of Transaction Net Gain
Party Involved* in Case of a Loan) Price Price Asset Date or (Loss)
- --------------------------------------------------------------------------------------------
Category (iii) - Series of
Securities Transactions
Loan Fund $ 3,735,559 - $ 3,735,559 $3,735,559 -
Loan Fund - $2,336,465 2,336,465 2,336,465 -
AIM Short-Term Prime 13,582,321 - 13,582,321 13,582,321 -
Money Market Fund
AIM Short-Term Prime - 8,654,833 8,654,833 8,654,833 -
Money Market Fund
Fidelity Money 2,349,841 - 2,349,841 2,349,841 -
Market Fund
Fidelity Money - 5,799,297 5,799,297 5,799,297 -
Market Fund
Common stock:
Cullen/Frost Bankers, Inc. 9,079,036 - 9,079,036 9,079,036 -
Cullen/Frost Bankers, Inc. - 8,820,367 5,511,967 8,820,367 $3,308,399
There were no Category (i),
(ii), or (iv) transactions
during the year ended
December 31, 1997.
* All transactions on market
**Market value was substituted in lieu of historical cost due to historical cost not being
available. See paragraph five in "Report of Independent Auditors" for disclosure.