-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aOw5SDCg/+JLS0fxMUzn7zul/HduWn2DoZjs//YENc/33dsHc5u57LxKczxX5VRY aQM82xnMx7ZeMY69Puuozg== 0000039263-94-000004.txt : 19940513 0000039263-94-000004.hdr.sgml : 19940513 ACCESSION NUMBER: 0000039263-94-000004 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CULLEN FROST BANKERS INC CENTRAL INDEX KEY: 0000039263 STANDARD INDUSTRIAL CLASSIFICATION: 6021 IRS NUMBER: 741751768 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-07275 FILM NUMBER: 94525456 BUSINESS ADDRESS: STREET 1: 100 W HOUSTON ST STREET 2: P O BOX 1600 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2102204841 FORMER COMPANY: FORMER CONFORMED NAME: FROST BANK CORP DATE OF NAME CHANGE: 19770823 10-K/A 1 AMENDED FORM 10-K TO INCLUDE EXHIBIT 99 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 [Fee Required] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 ___ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] 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 - - ------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 W. Houston Street San Antonio, Texas 78205 - - ------------------------------- ------- (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, $5 Par Value -------------------------- (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 such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- ---- 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. __ The aggregate market value of the voting stock held by non-affiliates of the registrant was $384,304,372 based on the closing price of such stock as of March 25, 1994. 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 25, 1994 -------------------------- -------------- Common Stock, $5 par value 11,031,723 DOCUMENTS INCORPORATED BY REFERENCE (1) Annual Report to Shareholders for the Year Ended December 31, 1993 (Parts I & II) (2) Proxy Statement for Annual Meeting of Shareholders to be held May 17,1994 (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 charter) AMENDMENT NO. 1 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, 1993 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 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. are filed herewith as Exhibit 99 to this Annual Report on Form 10-K. 2. Exhibits -- The following additional exhibits are filed herewith as part of this Amendment No. 1 to the registrant's Annual Report on Form 10-K. 99 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, 1993 and 1992. 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. (Registrant) Date: April 29, 1994 By: /s/ Phillip D. Green --------------------- Phillip D. Green Executive Vice President and Treasurer (Duly Authorized Officer and Principal Accounting Officer) PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K - - -------------------------------------------------------------------------- (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 ------- 2.1 Purchase and Assumption Agreement dated as of February 13, 1993 among the FDIC - receiver of New First City, Texas - Austin, N.A., the FDIC and Frost Bank. (1993 Form 8-K, Exhibit 2.1)(14) 2.2 Purchase and Assumption Agreement dated as of February 13, 1993 among the FDIC - receiver of New First City, Texas - San Antonio, N.A., the FDIC and Frost Bank. (1993 Form 8-K, Exhibit 2.2)(14) 2.3 Agreement and Plan of Merger among Texas Commerce Bancshares, Inc., Texas Commerce Equity Holdings, Inc., Texas Commerce Bank, N.A., Texas Commerce Bank - Corpus Christi, N.A., Cullen/Frost Bankers, Inc., The New Galveston Company, The Frost National Bank of San Antonio and Cullen/Frost Bank of Dallas, N.A. dated August 26, 1993. (1993 Form 8-K, Exhibit 10)(15) 3.1 Restated Articles of Incorporation, as amended (1988 Form S-8, Exhibit 4(a))(4) 3.2 Amended By-Laws of Cullen/Frost Bankers, Inc. 4.1 Guaranty, dated April 27, 1981, by Cullen/Frost Bankers, Inc. to Colonial/Citizens Associates (1985 Form S-8, Exhibit 4(e))(2) 4.2 Shareholder Protection Rights Agreement dated as of July 25, 1989 between Cullen/Frost Bankers, Inc. and The Bank of New York, as Rights Agent (1989 Form 8-K, Exhibit 1)(6) 10.1 1983 Non-qualified Stock Option Plan, as amended (1989 Form S-8, Exhibit 4(g))(7) 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) (5)* 10.3 Pension Benefit Contract (1984 Form 10-K, Exhibit 10.8)(1)* 10.4 Contract of Sale, dated June 9, 1987, between The Frost National Bank of San Antonio and Tower Investors, Ltd. for the sale of the Frost Bank Tower (1987 Form 10-K, Exhibit 10.10)(3) 10.5 Master Lease, dated June 9, 1987, between The Frost National Bank of San Antonio and Tower Investments, Ltd. for the lease of the Frost Bank Tower (1987 Form 10-K, Exhibit 10.11)(3) 10.6 Agreement dated September 30, 1988, among Electronic Data Systems Corporation, The Frost National Bank of San Antonio and Cullen/Frost Bankers, Inc. for the sale of rights to revenues of data processing services (1988 Form 10-K, Exhibit 10.12)(5) 10.7(a) Form of Revised Change-In-Control Agreements with six Executive Officers (1989 Form 10-K, Exhibit 10.13(a))(9)* 10.7(b) Form of Revised Change-in-Control Agreement with one Executive Officer (1989 Form 10-K, Exhibit 10.13(b))(9)* 10.8 1988 Non-qualified Stock Option Plan (1989 Form S-8, Exhibit 4(g))(8) 10.9 The 401(k) Stock Purchase Plan for employees of Cullen/Frost Bankers, Inc. and its Affiliates (1990 Form S-8, Exhibit 4(g))(10)* 10.10 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (1991 Form S-8, Exhibit 4(g))(11)* 10.11 Cullen/Frost Bankers, Inc. Restricted Stock Plan (1992 Form S-8, Exhibit 4(d))(12)* 10.12 Cullen/Frost Bankers, Inc. 1992 Stock Plan (1992 Form S-8, Exhibit 4(d))(13) 11 Statement re: computation of earnings per share 11 13 The Cullen/Frost 1993 Annual Report to Shareholders for the Year Ended December 31, 1993, (furnished for the information of the Commission and not deemed to be "filed" except for the portion expressly incorporated by reference) 21 Subsidiaries of Cullen/Frost 23.1 Consent of Independent Auditors 23.2 Consent of Independent Auditors with respect to Form 11-K 24 Power of Attorney 99 Annual Report on Form 11-K for the Year Ended December 31, 1993, for the 1991 Thrift Incentive Stock Purchase Plan (filed pursuant to rule 15d-21 of the Securities Exchange Act of 1934) * 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 -- During the quarter ended December 31, 1993, a Report on Form 8-K dated October 27, 1993, was filed in respect of the Cullen/Frost Bankers, Inc. press release dated October 26, 1993 announcing Registrant's declaration of a cash dividend. ___________________ (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, 1984 (File No. 0-7275) (2) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Report on Form S-8 filed December 18, 1985 (File No. 33-2271) (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, 1987 (File No. 0-7275) (4) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Report on Form S-8 filed June 24, 1988 (File No. 33-22758) (5) 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) (6) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Current Report on Form 8-K dated July 25, 1989 (File No. 0-7275) (7) 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) (8) 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) (9) 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) (10) 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) (11) 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) (12) 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) (13) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Report on Form S-8 filed October 23, 1992 (File No. 33-53622) (14) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Current Report on Form 8-K dated February 13, 1993 (File No. 0-7275) (15) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Current Report on Form 8-K dated August 26, 1993 (File No. 0-7275) EXHIBIT INDEX TO FORM 10-K/A Exhibit Number Description of Exhibits - - ------------------------------------------ 23.2 Consent of Independent Auditors with respect to Form 11-K 99 Annual Report on Form 11-K for the Year Ended December 31, 1993, for the 1991 Thrift Incentive Stock Purchase Plan (filed pursuant to Rule 15d-21 of the Securities Exchange Act of 1934) EX-99 2 FORM 11-K THE FINANCIAL STATEMENTS AND EXHIBITS FOR THE 1991 THRIFT INCENTIVE STOCK PURCHASE PLAN OF CULLEN/FROST BANKERS, INC. FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992 1991 THRIFT INCENTIVE STOCK PURCHASE PLAN FOR EMPLOYEES OF CULLEN/FROST BANKERS, INC. FINANCIAL STATEMENTS Years Ended December 31, 1993 and 1992 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, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsiblity 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, 1993 and 1992, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. April 27, 1994 /s/ Ernst & Young 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Statements of Net Assets Available for Benefits December 31 1993 1992 -------------------------- Assets $ --- $ --- Liabilities --- --- -------------------------- Net assets available for benefits $ --- $ --- =========================== See accompanying notes. 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 1993 1992 -------------------------- Additions: Employer contributions $ 584,981 $ 584,764 Employee contributions 41,438 36,774 Dividend income 2,242 --- Interest income 123 139 (Loss) gain on sale of investments (31) 248 Appreciation in fair value of investments 10,114 158,433 -------------------------- Total additions 638,867 780,358 Deductions: Benefit payments 638,867 780,358 --------------------------- Total deductions 638,867 780,358 Net assets available for benefits at beginning of year --- --- -------------------------- Net assets available for benefits at end of year $ --- $ --- ========================== See accompanying notes. 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Notes to Financial Statements December 31, 1993 and 1992 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; Cullen Center Bank and Trust (which was merged into Frost National Bank effective November 5, 1993); Cullen/Frost Bank of Dallas, N.A.; 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. 2. Description of the Plan The Plan, amended and restated on January 1, 1991, is a non-qualified contrib- utory 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 difference between: - six percent of the participant's compensation for the respective plan year, - the total before and after tax contributions allocated under the 401(k) Plan, and - the amount by which the participant's contributions to the 401(k) Plan have been limited by IRS regulations. 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Notes to Financial Statements (continued) December 31, 1993 and 1992 2. Description of the Plan (continued) 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, both from the participants and the Company, are invested in common stock of CFBI. All assets of the Plan are distributed on an annual basis at 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 1993 and 1992, all such expenses were paid by the Company. 4. Income Tax Status The Plan is not subject to federal income taxes. EX-23 3 CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-30776) pertaining to the Cullen/Frost Bankers, Inc. 1983 Nonqualified Stock Option Plan, the Registration Statement (Form S-8 No. 33-30777) pertaining to the Cullen/Frost Bankers, Inc. 1988 Nonqualified Stock Option Plan, the Registration Statement (Form S-8 No. 33-37500) pertaining to the 401(k) Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates, the Registration Statement (Form S-8 No. 33-39478) pertaining to the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates, the Registration Statement (Form S-8 No. 33-53492) pertaining to the Cullen/Frost Bankers, Inc. Restricted Stock Plan, and the Registration Statement (Form S-8 No. 33-53622) pertaining to the Cullen/Frost Bankers, Inc. 1992 Stock Plan, of our report dated April 27, 1994, with respect to the financial statements of the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. included in this Annual Report (Form 11-K) for the year ended December 31, 1993. /s/ ERNST & YOUNG San Antonio, Texas April 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----