-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0DG49It6aym9y3PIwp7Jdd7tsTgikhkAQvy9Q2YvOtzNJhINQzueqRxglPi3IrW x7CY5/BxmkkgzfrZTBbb9A== 0000039263-97-000007.txt : 19970501 0000039263-97-000007.hdr.sgml : 19970501 ACCESSION NUMBER: 0000039263-97-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970430 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CULLEN FROST BANKERS INC CENTRAL INDEX KEY: 0000039263 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [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: 97591584 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 19.1 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 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 ___ 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 - ------------------------------- ------------------------ (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 (with attached rights) -------------------------- (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 to file 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 $816,829,125 based on the closing price of such stock as of March 25, 1997. 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, 1997 -------------------------- -------------- Common Stock, $5 par value 22,507,928 DOCUMENTS INCORPORATED BY REFERENCE (1) Annual Report to Shareholders for the Year Ended December 31, 1996 (Parts I & II) (2) Proxy Statement for Annual Meeting of Shareholders to be held May 28, 1997 (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. 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, 1996 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 19.1 to this Annual Report on Form 10-K/A. 2. Exhibits--The following additional exhibits are filed herewith as a part of this Amendment No. 1 to the registrant's Annual Report on Form 10-K. 19.1 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, 1996 and 1995. 23.1 Consent of Independent Auditors with respect to Form 10-K/A for the 1991 Thrift Incentive 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. -------------------------- (Registrant) Date: April 30, 1997 By:/s/Phillip D. Green ----------------------- Phillip D. Green 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 - -------------------------------------------------------------------------- (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 ------- 3.1 Restated Articles of Incorporation, as amended (1988 Form S-8, Exhibit 4(a))(2) 3.2 Amended By-Laws of Cullen/Frost Bankers, Inc. (1995 Form 10-K/A, Exhibit 3.2)(11) 4.1 Shareholder Protection Rights Agreement dated as of August 1, 1996 between Cullen/Frost Bankers, Inc. and The Bank of New York, as Rights Agent (1996 Form 8-A12G/A, Exhibit 1)(13) 10.1 1983 Non-qualified Stock Option Plan, as amended (1989 Form S-8, Exhibit 4(g))(4) 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)(3)* 10.3 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)(1) 10.4 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)(1) 10.5 Form of Revised Change-In-Control Agreements with four Executive Officers (1989 Form 10-K, Exhibit 10.13(a))(6)* 10.6 1988 Non-qualified Stock Option Plan (1989 Form S-8, Exhibit 4(g))(5) 10.7 The 401(k) Stock Purchase Plan for employees of Cullen/Frost Bankers, Inc. and its Affiliates (1990 Form S-8, Exhibit 4(g))(7)* 10.8 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. and its Affiliates (1991 Form S-8, Exhibit 4(g))(8)* 10.9 Cullen/Frost Bankers, Inc. Restricted Stock Plan (1992 Form S-8, Exhibit 4(d))(9)* 10.10 Cullen/Frost Bankers, Inc. 1992 Stock Plan (1992 Form S-8, Exhibit 4(d))(10) 10.11 Cullen/Frost Bankers, Inc. Supplemental Executive Retirement Plan (1994 Form 10-K, Exhibit 10.13)(12) 10.12 Form of Revised Change-In-Control Agreements with one Executive Officer (1994 Form 10-K, Exhibit 10.14)(12) 10.13 Retirement agreement with one Executive Officer 11 Statement re: computation of earnings per share 13 The Cullen/Frost 1996 Annual Report to Shareholders for the Year Ended December 31, 1996, (furnished for the information of the Commission and not deemed to be "filed" except for the portion expressly incorporated by reference) 19.1 Audited Financial Statements for the Year Ended December 31, 1996, for the 1991 Thrift Incentive Stock Purchase Plan (filed pursuant to Rule 15d-21 of the Securities and Exchange Act of 1934) 19.2 Audited Financial Statements for the Year Ended December 31, 1996, 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 Consent of Independent Auditors 23.1 Consent of Indepandent Auditors with respect to Form 10-K/A for the 1991 Thrift Incentive Stock Purchase Plan 24 Power of Attorney * 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, 1996. - ---------------------- (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, 1987 (File No. 0-7275) (2) 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) (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, 1988 (File No. 0-7275) (4) 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) (5) 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) (6) 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) (7) 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) (8) 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) (9) 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) (10) 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) (11) 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) (12) 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) (13) Incorporated herein by reference to the designated Exhibits to Cullen/Frost's Current Report on Form 8-A12G/A dated August 1, 1996 (File No. 0-7275) (14) To be filed as an amendment. EXHIBIT INDEX TO FORM 10-K/A Exhibit Number Description of Exhibits - ------------------------------------------ 19.1 The financial statements and exhibits required by Form 10-K/A with respect to the 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. for the fiscal years ended December 31, 1996 and 1995 (filed pursuant to Rule 15d-21 of the Securities and Exchange Act of 1934) 23.1 Consent of Independent Auditors with respect to Form 10-K/A for the 1991 Thrift Incentive Stock Purchase Plan. EX-19.1 2 1991 THRIFT INCENTIVE STOCK PURCHASE PLAN 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, 1996 and 1995 with Report of Independent Auditors 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Financial Statements Years Ended December 31, 1996 and 1995 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, 1996 and 1995, 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, 1996 and 1995, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. April 2, 1997 1 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Statements of Net Assets Available for Benefits December 31 1996 1995 ------------- 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 December 31 1996 1995 ------------------ Additions: Employer contributions $687,537 $595,162 Employee contributions 29,946 29,637 Dividend Income 11,234 9,413 Interest Income 664 1,030 Gain on sale of investments 388 445 Appreciation in fair value of Investments 126,648 105,477 ------------------ Total additions 856,417 741,164 Deductions: Benefit payments 856,417 741,164 ------------------ Total deductions 856,417 741,164 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, 1996 and 1995 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 non-qualified 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 a) six percent of the participant's compensation for the respective plan year, and 4 1991 Thrift Incentive Stock Purchase Plan for Employees of Cullen/Frost Bankers, Inc. Notes to Financial Statements (continued) December 31, 1996 and 1995 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, 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 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 1996 and 1995, all such expenses were paid by the Company. 4. Income Tax Status The Plan is not subject to federal income taxes. 5 EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 Consent of Independent Auditors with respect to Form 10-K/A for the 1991 Thrift Incentive Stock Purchase Plan. 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, the Registration Statement (Form S-8 No. 33-53622) pertaining to the Cullen/Frost Bankers, Inc. 1992 Stock Plan, and the Registration Statement (Form S-4 No. 333-23225 and Form S-4 No. 333-23225-01) pertaining to the registration and exchange of $100,000,000 in Capital Securities, Series A, of our report dated April 2, 1997, 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 10-K/A) for the year ended December 31, 1996. ERNST & YOUNG LLP San Antonio, Texas April 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----