SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
___ 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:
Common Stock, $.01 Par Value
(with attached rights)
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(Title of Class)
Securities registered pursuant to Section 12(g) of the Act: None.
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 $1,250,969,589 based on the closing price of such stock as
of March 19, 1999.
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 19, 1999
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Common Stock, $.01 par value 26,760,687
DOCUMENTS INCORPORATED BY REFERENCE
(1) Proxy Statement for Annual Meeting of Shareholders to be held May 26, 1999
(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. 2
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, 1998 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. In addition, pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934 the financial statements and supplemental
schedules required by Form 11-K with respect to the 401(k)Stock Purchase
Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates are
filed herewith as Exhibit 19.2 to this Annual Report on Form 10-K.
2. Exhibits--The following additional exhibits are filed herewith as a part of
this Amendment No. 2 to the registrant's Annual Report on Form 10-K.
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, 1998 and 1997.
23.4 Consent of Independent Auditors with respect to Form 10-K as amended by
this Form 10-K/A for the 401(k) Stock Purchase Plan.
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: June 23, 1999 /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 (11)
3.2 Amended By-Laws of Cullen/Frost Bankers, Inc. (8)
4.1 Shareholder Protection Rights Agreement dated as of February 1, 1999
between Cullen/Frost Bankers, Inc. and The Frost National Bank, as
Rights Agent (12)
10.1 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)*
10.2 Change-In-Control Agreement with one Executive Officer*
10.3 1983 Non-qualified Stock Option Plan, as amended (1)
10.4 Form of Revised Change-In-Control Agreements with four Executive
Officers (3)*
10.5 1988 Non-qualified Stock Option Plan (2)*
10.6 The 401(k) Stock Purchase Plan for employees of Cullen/Frost
Bankers, Inc. and its Affiliates (4)*
10.7 1991 Thrift Incentive Stock Purchase Plan for Employees of
Cullen/Frost Bankers, Inc. and its Affiliates (5)*
10.8 Cullen/Frost Bankers, Inc. Restricted Stock Plan (6)*
10.9 Cullen/Frost Bankers, Inc. Supplemental Executive Retirement
Plan (7)*
10.10 Form of Revised Change-In-Control Agreements with one Executive
Officer (7)*
10.11 Retirement agreement with one Executive Officer (9)*
10.12 Cullen/Frost Bankers, Inc. 1997 Directors Stock Plan (10)
10.13 Cullen/Frost Bankers, Inc. 1992 Stock Plan, as amended (10)
19.1 Annual Report on Form 11-K for the Year Ended December 31, 1998, 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, 1998, for
the 401(k) Stock Purchase Plan (filed pursuant to Rule 15d-21 of
the Securities and Exchange Act of 1934)(14)
21 Subsidiaries of Cullen/Frost
23.1 Consent of Independent Auditors
23.2 Consent of PricewaterhouseCoopers LLP Independent Auditors for
Overton Bancshares, Inc.
23.3 Consent of Independent Auditors with respect to Form 10-K/A for the
1991 Thrift Incentive Stock Plan (13)
23.4 Consent of Independent Auditors with respect to Form 10-K/A for the
401(k) Stock Purchase Plan (14)
24 Power of Attorney
27 Financial Date Schedule (EDGAR Version)
99 Report of PricewaterhouseCoopers LLP on Overton Bancshares, Inc.
financial statements as of December 31, 1997 and for each of the
years in the two year period ended December 31, 1997.
* 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, 1998.
______________________
(1) 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)
(2) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form S-8 filed September 5, 1989
(File No. 33-30777)
(3) 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)
(4) 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)
(5) 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)
(6) 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)
(7) 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)
(8) 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)
(9) 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)
(10) 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)
(11) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Report on Form 8-A12B/A filed on August 31, 1998
(File No. 0-7275)
(12) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Current Report on Form 8-A12G/A dated
February 1, 1999 (File No. 0-7275)
(13) Incorporated herein by reference to the designated Exhibits to
Cullen/Frost's Amendment No. 1 on Form 10-K/A to the Annual Report
on Form 10-K for the Year Ended December 31, 1998.
(File No. 0-7275)
(14) Filed herewith.
EXHIBIT INDEX TO FORM 10-K/A
Exhibit
Number Description of Exhibits
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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,
1998 and 1997 (filed pursuant to Rule 15d-21 of the Securities and
Exchange Act of 1934)
23.4 Consent of Independent Auditors with respect to Form 10-K/A for the
401(K) Stock Purchase Plan.