SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) -- February 3, 1997 CULLEN/FROST BANKERS, INC. (Exact Name of Registrant as Specified in Charter) TEXAS 0-7275 74-1751768 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 100 WEST HOUSTON STREET SAN ANTONIO, TEXAS 78205 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code -- (210) 220-4011 ITEM 5. OTHER EVENTS. By press release dated February 3, 1997, the Registrant announced that Cullen/Frost Capital Trust I, a Delaware business trust, has agreed to issue $100,000,000 of its 8.42% Capital Securities, Series A, to certain initial purchasers in a private transaction not registered under the Securities Act of 1933, as amended. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following exhibit is filed herewith: Exhibit Number Description - -------- ------------------------------------------------------------------ 99.1 Press Release, dated February 3, 1997. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CULLEN/FROST BANKERS, INC. Date: February 4, 1997 By: /s/ Phillip D. Green ------------------------ Phillip D. Green Executive Vice President and Chief Financial Officer -3- EXHIBIT INDEX Exhibit Number Description Method of Filing - ------- ----------------------------------------- -------------------- 99.1 Press Release dated February 3, 1997. Filed herewith. -4-