SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 15, 1998
CULLEN/FROST BANKERS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-7275 74-1751768
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
100 WEST HOUSTON STREET, SAN ANTONIO, TEXAS 78205
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 220-4011
ITEM 5. OTHER EVENTS
On February 17, 1998, Cullen/Frost Bankers, Inc., a Texas
corporation ("Cullen/Frost"), issued a press release announcing the
signing of a definitive agreement providing for the merger of Overton
Bancshares, Inc., a Texas corporation ("Overton"), with and into
Cullen/Frost. A copy of the press release is attached as Exhibit 99.1.
On February 15, 1998, Cullen/Frost entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Overton pursuant to which
Overton will merge with and into Cullen/Frost (the "Merger"). In
accordance with the terms of the Merger Agreement, each share of Overton
common stock, par value $4.00 per share ("Overton Common Stock"),
outstanding immediately prior to the effective time of the Merger (the
"Effective Time") will be converted into the right to receive 3.71 shares
of Cullen/Frost common stock, par value $5.00 per share ("Cullen/Frost
Common Stock"), and the associated preferred share purchase rights.
Consummation of the Merger is subject to certain conditions.
The Merger Agreement and the transactions contemplated thereby will
be submitted for approval at a meeting of the shareholders of Overton.
Prior to such meeting, Cullen/Frost will file a registration statement
with the Securities and Exchange Commission registering under the 1933 Act
the Cullen/Frost Common Stock to be issued in the Merger. Such shares of
Cullen/Frost Common Stock will be offered to Overton shareholders pursuant
to a prospectus that will also serve as a proxy statement for the
shareholders' meeting.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
The following exhibit is filed with this report:
Exhibit 99.1 Press Release dated February 17, 1998 announcing the signing
of a definitive merger agreement with Overton Bancshares,
Inc.
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 26, 1998 By: /s/ Phillip D. Green
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Name: Phillip D. Green
Title: Executive Vice President
& Chief Financial Officer
EXHIBIT INDEX
Exhibit 99.1 Press Release dated February 17, 1998 announcing the signing
of a definitive merger agreement with Overton Bancshares,
Inc.